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 September 30, 2025

☐	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.)

6400 S. Fiddlers Green Circle, Suite 1400 Greenwood Village, Colorado		80111
(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 November 12, 2025, there were 1,516,255 shares of common stock, $0.00001 par value, issued and 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	26

ITEM 3	Quantitative and Qualitative Disclosures About Market Risk	35

ITEM 4	Controls and Procedures	35

	PART II – OTHER INFORMATION

ITEM 1	Legal Proceedings	36

ITEM 1A	Risk Factors	36

ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	36

ITEM 3	Defaults Upon Senior Securities	36

ITEM 4	Mine Safety Disclosures	36

ITEM 5	Other Information	36

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 2024 Form 10-K and our Quarterly Reports on Form 10-Q (including this Quarterly Report).

REVERSE STOCK SPLIT

At the open of market on April 4, 2025, our 1-for-10 reverse split of our common stock went effective with Nasdaq Capital Markets (“Nasdaq”). As a result, all common stock share amounts, as well as share amounts and exercise and conversion prices have been adjusted to reflect the reverse stock split.

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1 Condensed Consolidated Financial Statements

The condensed consolidated balance sheets as of September 30, 2025, and December 31, 2024, the condensed consolidated statements of operations for the three and nine months ended September 30, 2025, and 2024, the condensed consolidated statements of changes in stockholders’ equity for the three and nine months ended September 30, 2025, and 2024, and the condensed consolidated statements of cash flows for the nine months ended September 30, 2025, and 2024, 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
	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

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 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

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						Additional						Stockholders' Equity						Total
	Shares		Amount ($0.00001 Par)		Shares			Amount			Paid-in Capital			Accumulated Deficit			SOBR Safe, Inc.			Noncontrolling Interest			Stockholders’ Equity
Balance at December 31, 2023		16,905		2		(12	)		(38,015	)		89,840,201			(87,765,981	)		2,036,207			(53,670	)		1,982,537
Common stock issued for restricted stock units vested		105		1		-			-			(1	)		-			-			-			-
Common stock issued upon conversion of convertible debt		1,180		13		-			-			1,247,909			-			1,247,922			-			1,247,922
Paid in capital - fair value of stock options and restricted stock units vested		-		-		-			-			214,398			-			214,398			-			214,398
Deemed dividends related to Convertible Debt Warrants down round provision		-		-		-			-			23,270			(23,270	)		-			-			-
Deemed dividends related to 2022 PIPE Warrants down round provision		-		-		-			-			42,539			(42,539	)		-			-			-
Deemed dividends related to Original Warrants and New Warrants down round provision		-		-		-			-			1,455,805			(1,455,805	)		-			-			-
Net loss		-		-		-			-			-			(2,505,916	)		(2,505,916	)		(5	)		(2,505,921	)
Balance at March 31, 2024		18,190		16		(12	)		(38,015	)		92,824,121			(91,793,511	)		992,611			(53,675	)		938,936
Common stock issued upon conversion of convertible debt		4,035		44		-			-			2,217,565			-			2,217,609			-			2,217,609
Paid in capital - fair value of stock options and restricted stock units vested		-		-		-			-			185,909			-			185,909			-			185,909
Deemed dividends related to 2022 PIPE Warrants down round provision

SEC Form 10-Q filed by SOBR Safe Inc.