SOBR Safe Inc 2025年度报告

Form 10-K ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Exact name of registrant as specified in its charter) 26-0731818(I.R.S. Employer Identification No.) (State or other jurisdiction of incorporation or organization) 6400 S. Fiddlers Green Circle, Suite 1400 GreenwoodVillage, Colorado(Address of principal executive offices) 80111(Zip Code) Registrant’s telephone number, including area code (844) 762-7723 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on whichregisteredThe Nasdaq Market LLC Title of each class Trading Symbol(s) (Nasdaq Capital Market) Common Stock, $0.00001 par value Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange 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 submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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, or a smallerreporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 ofthe Exchange Act. (Check one): Large accelerated filerNon-accelerated Filer Accelerated filerSmaller reporting companyEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ Aggregate market value of the voting and non-voting stock held by non-affiliates as of June 30, 2025: $3,512,153 as based on lastreported sales price of such stock $2.89 on June 30, 2025. The voting stock held by non-affiliates on that date consisted of 1,215,278shares of common stock. Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As ofApril 10, 2026, there were2,806,579shares of common stock, $0.00001 par value, issued and outstanding. SOBR Safe, Inc. PART I ITEM 1 – BUSINESS.5ITEM 1A–RISK FACTORS.9ITEM 1B–UNRESOLVED STAFF COMMENTS.25ITEM 1C–CYBERSECURITY.25ITEM 2 – PROPERTIES.26ITEM 3 – LEGAL PROCEEDINGS.26ITEM 4 – MINE SAFETY DISCLOSURES.26 PART II ITEM 5 –MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES.27ITEM 6 –[RESERVED]28ITEM 7 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS.28ITEM 7A–QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.37ITEM 8 – FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.F-1ITEM 9 – CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE.37ITEM 9A–CONTROLS AND PROCEDURES.38ITEM 9B–OTHER INFORMATION.38ITEM 9C–DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.38 PART III ITEM 10–DIRECTORS,EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.39ITEM 11–EXECUTIVE COMPENSATION.44ITEM 12–SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ANDRELATED STOCKHOLDER MATTERS.48ITEM 13–CERTAIN RELATIONS