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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 12, 2025

SOBR SAFE, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-53316

26-0731818

(State or other

jurisdiction of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

6400 S. Fiddlers Green Circle, Suite 1400

Greenwood Village, Colorado 80111

(Address of principal executive offices) (zip code)

(844) 762-7723

(Registrant’s telephone number, including area code)

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

SOBR

The Nasdaq Stock Market LLC

(Nasdaq Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Item 7.01. Regulation FD Disclosure.

On November 12, 2025, the Company sent out a press release announcing its financial and operating results for the third quarter of 2025. The full text of the press release referenced herein is furnished hereto as Exhibit 99.1 and incorporated herein by reference.

The information in this Item 7.01 of the Form 8-K, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1		Press release dated November 12, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SOBR Safe, Inc. a Delaware corporation

Dated: November 12, 2025	By:	/s/ David Gandini
		David Gandini, Chief Executive Officer

EX-99.1 2 sobr_ex991.htm PRESS RELEASE sobr_ex991.htm

EXHIBIT 99.1

SOBRsafe Reports Third Quarter 2025 Results

DENVER, November 12, 2025 – SOBR Safe, Inc. (Nasdaq: SOBR) (“SOBRsafe” or the “Company”), the leader in next-generation alcohol monitoring and detection technology, is reporting financial and operating results for the third quarter ended September 30, 2025.

Third Quarter 2025 Operational and Financial Highlights

	·	Revenue increased 136.1 % year-over-year.
	·	Sold 277 SOBRsureTM GEN 2 devices, up 55.6% from the second quarter of 2025.
	·	SOBRsure TM GEN 2 related hardware and software revenues contributed 80.7% of total revenue during the quarter and 78.0% year to date.
	·	Annual recurring revenue from software subscription sales at quarter-end is $152.2 thousand increasing by $57.4 thousand during the quarter, or 60.5%.
	·	Launched additional targeted marketing campaigns for key national initiatives such as Recovery Month in September as well as two new segment specific campaigns to expand brand awareness outside addiction recovery use cases.
	·	Refined the Company’s marketing strategy to emphasize high-performing regions and new direct-to-consumer audiences, resulting in shorter sales cycles, higher conversion rates, and a 266% quarter-over-quarter increase in website traffic.
	·	Achieved the highest monthly sales in Company history in October, supported by the addition of two new channel partners, and subsequently received the largest SOBRsure™ GEN 2 device order to date in November.

“The third quarter marked another period of consistent operational progress and growing commercial traction,” said SOBRsafe CEO David Gandini. “Since the launch of our SOBRsure™ GEN 2 device and reinvigorated brand platform late last year, we have seen steady month-over-month sales growth, with October representing our strongest sales month to date. Online sales remain a key contributor, supported by our newly enhanced e-commerce platform and more effective digital engagement strategy. We recently secured two new channel partners and continue to see expanding interest from organizations seeking discreet, reliable alcohol monitoring and detection solutions. Across both behavioral health and consumer markets, we are seeing increasing validation that our technology solutions and brand are resonating.

“Our marketing investments are driving measurable results, with website traffic up 266% and conversion rates improving as we refine our campaigns and segmentation. We have a clear end-of-year marketing plan that includes targeted messaging, influencer partnerships, and expanded social media activity designed to strengthen awareness heading into the critical holiday and “dry” January periods. The feedback from both consumers and behavioral health customers reinforces that our brand is gaining recognition and trust, and that our focused strategy is translating into sustained sales momentum.

“While still in the early stages of commercialization, we are executing with focus and alignment around our long-term strategic objectives. SOBRsafe is building meaningful brand awareness and industry credibility, validated by early interest from oversight organizations, healthcare networks, and behavioral health providers. Our priorities are concentrated around accelerating revenue growth across the behavioral health and consumer markets, cultivating global pilot programs that can evolve into licensing partnerships, and expanding our sales organization to support these initiatives. At the same time, we are strengthening our in-house technology expertise, enhancing our software capabilities through advanced analytics and machine learning, and reimagining our SOBRcheck™ and SOBRsure™ products for broader adoption in early 2027. With these initiatives underway, we believe SOBRsafe is well positioned to convert our growing brand recognition and technology leadership into sustainable, scalable growth.”

Third Quarter 2025 Financial Results

Revenue in the third quarter of 2025 increased 136.1% to $108.9 thousand compared to $46.1 thousand for the same period in 2024 and increased 4.5% compared to the second quarter of 2025. The year-over-year and sequential growth was primarily attributable to increased sales for the Company’s SOBRsureTM device and SOBRsureTM software subscriptions.

Gross profit in the third quarter of 2025 increased to $37.9 thousand compared to $30.1 thousand for the same period in 2024. Gross margin was 34.8% in the third quarter of 2025, compared to 65.3% in the third quarter of 2024. The year-over-year decline in margin was largely due to strategic price reductions to the Company’s SOBRsureTM device and software subscriptions to expand its customer base as well as higher costs associated with product replacements to enhance device quality.

Operating expenses in the third quarter of 2025 were $2.3 million compared to $1.9 million for the prior year period. The increase was reflective of additional general and administrative costs associated with the Company’s expanded head count, businesses development costs, and increased marketing efforts.

Net loss in the third quarter of 2025 was $(2.2) million, or $(1.44) per diluted share, compared to a net loss of $(1.8) million, or $(58.26) per diluted share, for the prior year period. Note, the earnings per diluted share in the prior year period has been adjusted for the 1-for-110 and 1-for-10 reverse splits of the Company’s common stock on the Nasdaq Capital Markets effected October 2, 2024 and April 4, 2025, respectively. The increase in net loss was primarily attributable to higher operating costs, partially offset by reduced stock-based compensation, and research and development expenses.

Cash and cash equivalents were $4.7 million at September 30, 2025, compared to $8.4 million at December 31, 2024.

About SOBRsafe™

Through next-generation alcohol detection technology, we enable trust and empower recovery ... with a human touch. SOBRsafe's advanced transdermal (touch-based) technology detects and reports in real-time the presence of alcohol as emitted through a user's skin - no breath, blood, or urine samples are required. With a powerful backend data platform, SOBRsafe provides passive, dignified screening and monitoring solutions for the behavioral health, family law and consumer markets, and for licensing and integration. To learn more, visit www.sobrsafe.com.

Safe Harbor Statement

Our prospects here at SOBRsafe are subject to uncertainties and risks. This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934 and the Company intends that such forward-looking statements be subject to the safe harbor provided by the foregoing. These forward-looking statements are based largely on the expectations or forecasts of future events, can be affected by inaccurate assumptions, and are subject to various business risks and known and unknown uncertainties, a number of which are beyond the control of management. Therefore, actual results could differ materially from the forward-looking statements contained in this presentation. The Company cannot predict or determine after the fact what factors would cause actual results to differ materially from those indicated by the forward-looking statements or other statements. The reader should consider statements that include the words "believes", "expects", "anticipates", "intends", "estimates", "plans", "projects", "should", or other expressions that are predictions of or indicate future events or trends, to be uncertain and forward-looking. We caution readers not to place undue reliance upon any such forward-looking statements. The Company does not undertake to publicly update or revise forward-looking statements, whether because of new information, future events or otherwise. Additional information respecting factors that could materially affect the Company and its operations are contained in the Company's filings with the SEC which can be found on the SEC's website at www.sec.gov.

Company Contact:

IR@sobrsafe.com

Investor Relations Contact:

Scott Liolios or Taylor Stadeli

Gateway Group

949-574-3860

SOBR@gateway-grp.com

SOBR SAFE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
	September 30,			December 31,
	2025			2024
ASSETS	(Unaudited)

Current assets
Cash	$	4,711,664		$	8,384,042
Accounts receivable, net		32,384			24,460
Inventory		142,230			224,875
Prepaid expenses		313,521			192,637
Other current assets		19,161			46,060
Total current assets		5,218,960			8,872,074

Property and equipment, net		36,264			-
Intellectual technology, net		1,798,867			2,087,965
Operating lease right-of-use assets, net		108,769			183,737
Other assets		27,427			27,427
Total Assets	$	7,190,287		$	11,171,203

LIABILITIES & STOCKHOLDERS' EQUITY

Current liabilities
Accounts payable	$	394,978		$	422,557
Accrued expenses		360,012			498,128
Accrued interest payable		113,422			105,501
Deferred revenue		10,092			-
Operating lease liabilities, current portion		121,584			111,303
Notes payable - related parties, net		11,810			11,810
Notes payable - non-related parties, net		210,664			127,590
Total current liabilities		1,222,562			1,276,889

Operating lease liabilities, less current portion		-			91,993
Total Liabilities		1,222,562			1,368,882

Commitments and contingencies
Stockholders' Equity
Common stock, $0.00001 par value; 100,000,000 shares authorized, 1,516,238 and 936,926 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively		15			94
Treasury stock, at cost; 17 and 16 shares as of September 30, 2025 and December 31, 2024, respectively		(38,015	)		(38,015	)
Additional paid-in capital		110,499,728			108,222,324
Accumulated deficit		(104,440,303	)		(98,328,395	)
Total SOBR Safe, Inc. stockholders' equity		6,021,425			9,856,008
Noncontrolling interest		(53,700	)		(53,687	)
Total Stockholders' Equity		5,967,725			9,802,321

Total Liabilities and Stockholders' Equity	$	7,190,287		$	11,171,203

SOBR SAFE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	For The Three Months Ended September 30,						For The Nine Months Ended September 30,
	2025			2024			2025			2024
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenues	$	108,893		$	46,129		$	299,738		$	148,310
Cost of goods and services		71,026			15,992			151,023			81,929
Gross profit		37,867			30,137			148,715			66,381

Operating expenses:
General and administrative		2,117,641			1,499,296			5,756,138			4,310,791
Stock-based compensation expense		115,250			184,243			370,180			584,551
Research and development		30,102			194,466			269,701			604,927
Total operating expenses		2,262,993			1,878,005			6,396,019			5,500,269

Loss from operations		(2,225,126	)		(1,847,868	)		(6,247,304	)		(5,433,888	)

Other income (expense):
Other income, net		47,459			12,566			200,889			46,978
Notes payable – conversion expense		-			-			-			(585,875	)
Interest expense		(8,961	)		(5,908	)		(14,753	)		(451,720	)
Total other income (expense), net		38,498			6,658			186,136			(990,617	)

Loss before provision for income taxes		(2,186,628	)		(1,841,210	)		(6,061,168	)		(6,424,505	)

Provision for income taxes		-			-			-			-

Net loss		(2,186,628	)		(1,841,210	)		(6,061,168	)		(6,424,505	)
Net loss attributable to noncontrolling interest		4			4			13			13
Net loss attributable to SOBR Safe, Inc.	$	(2,186,624	)	$	(1,841,206	)	$	(6,061,155	)	$	(6,424,492	)

Deemed dividends related to Convertible Debt Warrants down round provision		-			-			(1,833	)		(23,270	)
Deemed dividends related to 2022 PIPE Warrants down round provision		-			-			(1,547	)		(46,875	)
Deemed dividends related to Original Warrants and New Warrants down round provision		-			-			-			(1,455,805	)
Deemed dividends related to 2024 PIPE Warrants round down provision		-			-			(47,373	)		-
Warrant Inducement transactional costs		-			-			-			(341,297	)

Net loss attributable to common stockholders	$	(2,186,624	)	$	(1,841,206	)	$	(6,111,908	)	$	(8,291,739	)

Basic and diluted loss per common share	$	(1.44	)	$	(58.26	)	$	(4.21	)	$	(353.65	)

Weighted average number of common shares outstanding		1,516,238			31,605			1,451,713			23,446

SOBR SAFE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	For The Nine Months Ended
	September 30,
	2025			2024
	(Unaudited)			(Unaudited)
Operating Activities:
Net loss	$	(6,061,168	)	$	(6,424,505	)

Adjustments to reconcile net loss to net cash used in operating activities:
Amortization and depreciation		291,006			289,098
Amortization of debt discounts		-			237,250
Non-cash lease expense		74,968			67,315
Non-cash interest expense		7,921			336,510
Non-cash conversion expense		-			585,875
Bad debt expense		9,490			202
Stock-based compensation expense		370,182			584,551
Changes in assets and liabilities:
Accounts receivable		(17,414	)		(20,573	)
Inventory		82,645			72,798
Prepaid expenses		152,161			86,566
Other assets		26,899			(21,534	)
Accounts payable		(27,579	)		(200,355	)
Accrued expenses		(168,017	)		(306,941	)
Accrued interest payable		-			(126,086	)
Deferred revenue		10,092			-
Operating lease liabilities		(81,712	)		(71,199	)
Net cash used in operating activities		(5,330,526	)		(4,911,028	)

Investing Activities:
Purchase of property and equipment		(38,172	)		-
Net cash used in investing activities		(38,172	)		-

Financing Activities:
Repayments of notes payable - non-related parties		(160,070	)		-
Proceeds from exercise of stock warrants		3,680,411			2,786,174
Payment of transactional costs for exercise of warrants		(184,021	)		(360,756	)
Payment of 2024 PIPE Warrant True-up Payment		(1,640,000	)		-
Net cash provided by financing activities		1,696,320			2,425,418

Net Change In Cash		(3,672,378	)		(2,485,610	)

Cash At The Beginning Of The Period		8,384,042			2,790,147

Cash At The End Of The Period	$	4,711,664		$	304,537

Schedule Of Non-Cash Investing And Financing Activities:
Deemed dividends related to Convertible Debt Warrants down round provision	$	(1,833	)	$	23,270
Deemed dividends related to 2022 PIPE Warrants down round provision	$	(1,547	)	$	46,875
Deemed dividends related to Original Warrants and New Warrants down round provision	$	-		$	1,455,805
Deemed dividends related to 2024 PIPE warrants round down provision	$	(47,373	)	$	-
Non-related party debt converted to capital	$	-		$	2,879,279
Warrant inducement transactional costs	$	-		$	341,297
Financing of prepaid insurance premiums	$	-		$	(161,896	)

Supplemental Disclosure:
Cash paid for interest	$	6,833		$	266
Cash paid for income taxes	$	-		$	-