Sobr Safe Inc (SOBR) News & EventsSOBRNews & EventsSobr Safe Inc

SOBR Safe Enters Merger Agreement with CWV

In a regulatory filing, the company stated: "SOBR Safe entered into an Agreement and Plan of Merger and Reorganization, dated as of April 24, 2026, pursuant to which, among other matters, SOBR Safe Merger Sub Inc., a Nevada corporation and a direct, wholly owned subsidiary of SOBR, will merge with and into CWV, with CWV surviving as a wholly owned subsidiary of SOBR and the surviving corporation of the merger SOBR following the Merger is referred to herein as the "Combined Company." The Merger is intended to qualify for federal income tax purposes as a tax-free reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended. At the effective time of the Merger, each then-outstanding share of CWV common stock, par value $0.0001 per share, including any shares of CWV Common Stock issued in the CWV Pre-Closing Financing described below), excluding any shares of CWV Common Stock held as treasury stock immediately prior to the Effective Time and any dissenting shares, will be converted into the right to receive a number of shares of SOBR common stock, par value $0.00001 per share equal to the exchange ratio described in more detail in the section titled "The Merger Agreement - Exchange Ratio" beginning on page 81 of the accompanying proxy statement/prospectus, referred to herein as the "Exchange Ratio," and (ii) each then- outstanding option (a "CWV Option") to purchase shares of CWV Common Stock will be converted into and become an option to purchase shares of SOBR Common Stock on the existing terms and conditions (including with respect to vesting and accelerated vesting), subject to adjustment as set forth in the Merger Agreement. If any shares of CWV Common Stock are unvested or subject to a repurchase option or risk of forfeiture at the Effective Time, then the shares of SOBR Common Stock issued in exchange for such shares will to the same extent be unvested and subject to the same repurchase option or risk of forfeiture. Based on SOBR's and CWV's capitalization as of June 8, 2026, each share of CWV Capital Stock is currently estimated to be entitled to receive approximately 1.362 shares of SOBR Common Stock. SOBR expects to enter into 12-month promissory notes with an annual interest rate of 6.5%, in the principal amount of up to $2 million, with an original issue discount of 10%, which will be convertible into SOBR Common Stock at the Closing and warrants to purchase SOBR Common Stock, pending SOBR stockholder approval. Without SOBR stockholder approval, the SOBR Notes will not convert and will continue as debt. Total shares of SOBR Common Stock anticipated to be issued, including shares to the placement agent, are approximately 3,106,061 shares of SOBR Common Stock. The SOBR Notes and financing is referred to herein as the SOBR Pre-Closing Financing, which is more fully described in the accompanying proxy statement/prospectus. Immediately after the Merger, SOBR securityholders as of immediately prior to the Merger are expected to own approximately 1.7% of the outstanding shares of the Combined Company on a fully-diluted basis, former CWV securityholders, including shares purchased in the CWV Pre-Closing Financing, are expected to own approximately 98.3% of the outstanding shares of the Combined Company on a fully-diluted basis."

Sobr Safe Shares Drop 45% to 40 Cents

Sobr Safe shares have fallen 33c, or 45%, to 40c in late Friday trading.