sobr_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________.

Commission file number: 000-53316

SOBR SAFE, INC.

(Exact name of registrant as specified in its charter)

Delaware		26-0731818
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

6300 E. Hampden Ave., Suite C-308 Denver, Colorado		80222
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (844) 762-7723

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.00001 par value

SOBR

The Nasdaq Market LLC (Nasdaq Capital Market)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 13, 2026, there were 5,387,210 shares of common stock, $0.00001 par value, outstanding.

SOBR SAFE, INC.

TABLE OF CONTENTS

	PART I – FINANCIAL INFORMATION

ITEM 1	Condensed Consolidated Financial Statements	4

ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

ITEM 3	Quantitative and Qualitative Disclosures About Market Risk	34

ITEM 4	Controls and Procedures	34

	PART II – OTHER INFORMATION

ITEM 1	Legal Proceedings	35

ITEM 1A	Risk Factors	35

ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	35

ITEM 3	Defaults Upon Senior Securities	35

ITEM 4	Mine Safety Disclosures	35

ITEM 5	Other Information	35

ITEM 6	Exhibits	37

Table of Contents

Forward-Looking Statement Disclaimer

This Quarterly Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are based on management’s beliefs and assumptions, and information currently available to management. Forward-looking statements include the information concerning our possible or assumed future results of operation and events set forth under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements include, but are not limited to, statements regarding our outlook, guidance, expectations, beliefs, hopes, intentions and strategies, in which words such as “may,” “if,” “will,” “should,” “intend,” “expect,” “anticipate,” “plan,” “believe,” “estimate,” “project,” “consider,” or similar expressions are used to identify these forward looking statements.

Forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that may cause our actual results, performance and achievements to be materially different. Forward-looking statements are not guarantees of future performance, and we undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Readers are cautioned not to put undue reliance on any forward-looking statements. Future actual results, performance, achievements, events and stockholder values may differ materially from those expressed or implied in these forward-looking statements. The risks, uncertainties, assumptions and other factors that could cause actual results to differ from the results predicted or implied by forward-looking statements include factors discussed in our filings with the SEC, including those disclosed under captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2025 Form 10-K and our Quarterly Reports on Form 10-Q (including this Quarterly Report).

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1 Condensed Consolidated Financial Statements

The unaudited condensed consolidated balance sheets as of June 30, 2026, and December 31, 2025, the unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2026, and 2025, the unaudited condensed consolidated statements of changes in stockholders’ equity (deficit) for the three and six months ended June 30, 2026, and 2025, and the unaudited condensed consolidated statements of cash flows for the six months ended June 30, 2026, and 2025, follow. The unaudited condensed consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to present a fair statement of the results for the interim periods presented. All such adjustments are of a normal and recurring nature.

Table of Contents

SOBR SAFE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
	June 30,			December 31,
	2026			2025
ASSETS	(Unaudited)

Current assets
Cash	$	429,068		$	4,759,370
Accounts receivable, net		11,990			35,907
Inventory		-			146,522
Prepaid expenses		73,963			267,766
Other current assets		211			21,371
Total current assets		515,232			5,230,936

Property and equipment, net		30,538			34,355
Intellectual technology, net		-			1,246,124
Operating lease right-of-use assets, net		27,674			82,380
Other assets		27,427			27,427
Total Assets	$	600,871		$	6,621,222

LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities
Accounts payable	$	353,784		$	484,731
Accrued expenses		364,644			866,335
Accrued interest payable		117,948			114,901
Deferred revenue		20,524			6,600
Operating lease liabilities, current portion		30,883			91,993
Notes payable - related parties, net		11,810			11,810
Notes payable - non-related parties, net		26,683			119,663
Total current liabilities		926,276			1,696,033

Total Liabilities		926,276			1,696,033

Commitments and contingencies
Stockholders’ Equity (Deficit)
Common stock, $0.00001 par value; 100,000,000 shares authorized, 2,876,579 and 1,886,255 shares issued and 2,876,562 and 1,886,238 shares outstanding at June 30, 2026 and December 31, 2025, respectively		29			19
Treasury stock, at cost; 17 shares as of June 30, 2026 and December 31, 2025		(38,015	)		(38,015	)
Additional paid-in capital		112,451,143			112,347,141
Accumulated deficit		(112,684,850	)		(107,330,252	)
Total SOBR Safe, Inc. stockholders’ equity (deficit)		(271,693	)		4,978,893
Noncontrolling interest		(53,712	)		(53,704	)
Total Stockholders’ Equity (Deficit)		(325,405	)		4,925,189

Total Liabilities and Stockholders’ Equity	$	600,871		$	6,621,222

The accompanying notes are an integral part of the condensed consolidated financial statements.

Table of Contents

SOBR SAFE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	For The Three Months Ended June 30,						For The Six Months Ended June 30,
	2026			2025			2026			2025
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenues	$	29,075		$	104,228		$	108,078		$	190,845
Cost of goods and services		146,399			44,344			180,484			79,997
Gross profit (loss)		(117,324	)		59,884			(72,406	)		110,848

Operating expenses:
General and administrative		1,831,475			1,815,028			4,155,464			3,638,497
Stock-based compensation expense		5,701			115,252			12,944			254,930
Research and development		7,049			198,675			30,742			239,599
Asset impairment loss		1,105,052			-			1,105,052			-
Total operating expenses		2,949,277			2,128,955			5,304,202			4,133,026

Loss from operations		(3,066,601	)		(2,069,071	)		(5,376,608	)		(4,022,178	)

Other income (expense):
Other income, net		6,735			75,713			27,286			153,430
Interest expense		(1,818	)		(2,127	)		(5,284	)		(5,792	)
Total other income (expense), net		4,917			73,586			22,002			147,638

Loss before provision for income taxes		(3,061,684	)		(1,995,485	)		(5,354,606	)		(3,874,540	)

Provision for income taxes		-			-			-			-

Net loss		(3,061,684	)		(1,995,485	)		(5,354,606	)		(3,874,540	)
Net loss attributable to noncontrolling interest		4			5			8			9
Net loss attributable to SOBR Safe, Inc.	$	(3,061,680	)	$	(1,995,480	)	$	(5,354,598	)	$	(3,874,531	)

Deemed dividends related to Convertible Debt Warrants down round provision		-			-			-			(1,833	)
Deemed dividends related to 2024 PIPE Warrants down round provision		-			-			-			(1,547	)
Deemed Dividends related to 2024 PIPE Warrants round down provision		-			-			-			(47,373	)

Net loss attributable to common stockholders	$	(3,061,680	)	$	(1,995,480	)	$	(5,354,598	)	$	(3,925,284	)

Basic and diluted loss per common share	$	(1.08	)	$	(1.32	)	$	(2.00	)	$	(2.77	)

Weighted average number of common shares outstanding		2,843,485			1,516,202			2,670,862			1,418,915

The accompanying notes are an integral part of the condensed consolidated financial statements.

Table of Contents

SOBR SAFE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

	Common Stock					Treasury Stock												Stockholders'
	Shares		Amount ($0.00001 Par)			Shares			Amount			Additional Paid-in Capital			Accumulated Deficit			Equity SOBR Safe, Inc.			Noncontrolling Interest			Total Stockholders’ Equity
Balance at December 31, 2024		936,926		94			(16	)		(38,015	)		108,222,324			(98,328,395	)		9,856,008			(53,687	)		9,802,321
Paid in capital - fair value of stock options and restricted stock units vested		-		-			-			-			139,678			-			139,678			-			139,678
Deemed dividends related to 2024 PIPE Warrants down round provision		-		-			-			-			1,547			(1,547	)		-			-			-
Deemed dividends related to Convertible Debt Warrants down round provision		-		-			-			-			1,833			(1,833	)		-			-			-
Deemed dividends related to 2024 PIPE Warrants down round provision		-		-			-			-			47,373			(47,373	)		-			-			-
Common stock issued upon exercise of warrants		579,219		58			(1	)		-			3,496,333			-			3,496,391			-			3,496,391
Net loss		-		-			-			-			-			(1,879,051	)		(1,879,051	)		(4	)		(1,879,055	)
Balance at March 31, 2025		1,516,145		152			(17	)		(38,015	)		111,909,088			(100,258,199	)		11,613,026			(53,691	)		11,559,335
Paid in capital - fair value of stock options and restricted stock units vested		-		-			-			-			115,252			-			115,252			-			115,252
True-up payment related to 2024 PIPE Warrants		-		-			-			-			(1,640,000	)		-			(1,640,000	)		-			(1,640,000	)
Additional common stock issued upon reverse stock split		110		-			-			-			-			-			-			-			-
Adjustment to common stock to $0.00001 par value upon reverse stock split		-		(137	)		-			-			137			-			-			-			-
Net loss		-		-			-			-			-			(1,995,480	)		(1,995,480	)		(5	)		(1,995,485	)
Balance at June 30, 2025		1,516,255	$	15			(17	)	$	(38,015	)	$	110,384,477		$	(102,253,679	)	$	8,092,798		$	(53,696	)	$	8,039,102

Common Stock

Treasury Stock

Stockholders'

Shares

Amount

($0.00001

Par)

Shares

Amount

Additional

Paid-in

Capital

Accumulated Deficit

Equity

SOBR

Safe, Inc.

Noncontrolling Interest

Total Stockholders’ Equity (Deficit)

Balance at December 31, 2025

1,886,255

(17

)

(38,015

)

112,347,141

(107,330,252

)

4,978,893

(53,704

)

4,925,189

Paid in capital - fair value of stock options and restricted stock units vested

7,243