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Get filing alertsSOBR Safe to be acquired by Clean World Ventures; existing shareholders diluted to 1.7% ownership
Filed April 30, 2026 · Period ending April 24, 2026 · ~1 min read
Key Changes
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SOBR Safe entered reverse merger agreement with Clean World Ventures where existing SOBR shareholders will retain only 1.7% of the combined company while CWV shareholders will own 98.3%, representing near-total dilution of current equity holders.
Item 1.01: Merger Agreement verify on EDGAR → -
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CWV will control the entire board of directors and all executive officer positions upon closing, representing complete change of control and management of the company.
Item 5.01: Change in Control verify on EDGAR → -
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Shareholders must approve massive share issuance (over 20% dilution), change of control, reverse stock split to maintain $1.00 Nasdaq minimum bid price, increased authorized shares, and expanded equity incentive plan.
Item 1.01: Stockholder Approval verify on EDGAR → -
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Transaction expected to close in Q3 2026 pending stockholder approvals from both companies, Nasdaq listing approval, and SEC registration statement effectiveness.
Item 1.01: Closing Timeline verify on EDGAR → -
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SOBR terminated placement agent agreement with H.C. Wainwright, paying $1.5 million fee upon merger closing.
Item 1.01: Placement Agent verify on EDGAR →
Summary
SOBR Safe announced a reverse merger with Clean World Ventures that will dramatically reshape the company and nearly eliminate existing shareholders' ownership. Despite the legal structure where a SOBR subsidiary merges into CWV, this is effectively an acquisition of SOBR by CWV. Current SOBR shareholders will be diluted to just 1.7% ownership of the combined entity, while CWV shareholders will control 98.3%.
CWV will also take complete control of the board and management team. The transaction requires SOBR shareholder approval of multiple significant actions, including a reverse stock split to maintain Nasdaq's $1.00 minimum bid price requirement—suggesting the stock is currently trading below that threshold.
Both boards have approved the deal, which is expected to close in Q3 2026 pending regulatory approvals and shareholder votes from both companies. Retail investors should carefully review the proxy statement when filed with the SEC, as it will detail the rationale for this highly dilutive transaction. Watch for the shareholder vote outcome and whether SOBR can maintain its Nasdaq listing until closing. The $1.5 million termination fee to H.C. Wainwright also represents a material cash outflow upon closing.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On April 24, 2026, SOBR Safe, Inc., a Delaware corporation (the “Company”), entered into a Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Clean World Ventures, Inc., a Nevada corporation (“CWV”), and SOBR Safe Merger Sub, Inc., a Nevada corporation and wholly owned subsidiary of the Company (“Merger Sub”), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into CWV, with CWV continuing as a wholly owned subsidiary of the Company and the surviving corporation of the merger (the “Merger”).
SOBR Safe entered into a merger agreement with Clean World Ventures where a SOBR subsidiary will merge into CWV, with CWV becoming a wholly owned subsidiary of SOBR. Despite the legal structure, this is effectively a reverse merger where CWV is acquiring SOBR. The transaction is intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code.
Event · Item 2.01 — Completion of Acquisition or Disposition of Assets
Item 2.01 — Completion of Acquisition or Disposition of Assets filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On April 30, 2026, in connection with the terms of the Merger Agreement, the Company and CWV executed a Conditional Termination Letter with HCW (the “Placement Agent Agreement Termination”) pursuant to which the Placement Agent Agreement will be terminated upon, among other things, the closing of the Merger and payment of a cash fee of $1,500,000 by the Company to HCW upon the terms set forth in the Placement Agent Agreement Termination.
SOBR Safe and CWV executed a conditional termination letter with H.C. Wainwright & Co. on April 30, 2026. The placement agent agreement, which gave HCW right of first refusal to act as exclusive financial advisor for the merger, will terminate upon merger closing. SOBR must pay HCW a $1.5 million cash fee as part of the termination terms.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
on December 22, 2025, the Company entered into a letter of engagement (the “Placement Agent Agreement”) with H.C. Wainwright & Co., LLC (“HCW”), pursuant to which HCW has a right of first refusal to act as the Company’s exclusive financial advisor for the Merger.
The original placement agent agreement was entered on December 22, 2025, granting HCW right of first refusal to serve as exclusive financial advisor for the merger. This provides context for the termination, showing the company is unwinding this advisory relationship as part of the merger process.
Event · Item 5.01 — Changes in Control of Registrant
SOBR Safe disclosed a change in control of the registrant, with details cross-referenced to Item 1.01 of the filing.
Added in current filing · verify on EDGAR →
Item 5.01. Changes in Control of Registrant.
To the extent required by this Item, the information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The company disclosed a change in control event under Item 5.01, which typically indicates a transaction or series of transactions resulting in a shift of voting power or ownership control. The specific details are referenced in Item 1.01 of this same 8-K filing, which was not provided in the excerpt.
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
8-K discloses officer or director changes with details incorporated by reference from Item 1.01.
Added in current filing · verify on EDGAR →
To the extent required by this Item, the information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The filing discloses a departure, election, or appointment of directors or officers under Item 5.02, but the substantive details are incorporated by reference from Item 1.01 of the same 8-K. Without access to Item 1.01, the specific nature of the personnel change (departure, appointment, or compensatory arrangement) cannot be determined from this excerpt alone.
Event · Item 7.01 — Regulation FD Disclosure
SOBR Safe announced entry into a merger agreement with CWV, subject to stockholder approval and regulatory conditions.
Added in current filing · verify on EDGAR →
On April 30, 2026, the Company and CWV issued a joint press release announcing the entry into the Merger Agreement.
SOBR Safe has entered into a merger agreement with CWV. The transaction requires stockholder approval and regulatory clearances. Upon closing, the combined company is expected to list on Nasdaq with new executive officers and directors.
Added in current filing · verify on EDGAR →
risks associated with the possible failure to satisfy the conditions to the closing or consummation of the Merger, including the Company’s failure to obtain stockholder approval for the Merger
The merger cannot close without SOBR Safe stockholder approval. The company will file a proxy statement/prospectus with the SEC for stockholders to review before voting on the transaction.
Added in current filing · verify on EDGAR →
the combined company’s listing on Nasdaq after closing of the proposed Merger
The merged entity is expected to list on Nasdaq following transaction close. However, SOBR Safe faces risks related to maintaining its current Nasdaq listing until the merger closes.
Added in current filing · verify on EDGAR →
In connection with the proposed transaction between the Company, CWV and Merger Sub, the Company intends to file relevant materials with the SEC, including the Registration Statement.
SOBR Safe will file a Registration Statement containing a proxy statement and prospectus with the SEC. Investors are urged to read these materials carefully when available, as they will contain important details about the merger terms and combined company structure.
Event · Item 9.01 — Financial Statements and Exhibits
Item 9.01 — Financial Statements and Exhibits filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
Agreement and Plan of Merger and Reorganization, dated April 24, 2026, by and among SOBR Safe, Inc., SOBR Safe Merger Sub, Inc., and Clean World Ventures, Inc.
SOBR Safe has entered into a definitive merger agreement with Clean World Ventures, Inc. dated April 24, 2026. The agreement involves SOBR Safe Merger Sub, Inc. as the merger vehicle. This represents a significant corporate transaction that could materially change the company's structure and operations.
Added in current filing · verify on EDGAR →
Placement Agent Agreement Termination dated April 30, 2026
The company has terminated its placement agent agreement as of April 30, 2026. This suggests the company is ending its relationship with a financial intermediary that was assisting with capital raising activities, which may indicate a change in financing strategy or completion of a capital raise.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 2, 2026 · How we verify