SOBR Safe : Failure to Satisfy Listing Rule - Form 8-K

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously reported in a Current Report on Form 8-K filed November 21, 2023, on November 15, 2023, SOBR Safe, Inc. (the "Company") received a deficiency letter from the Listing Qualifications Department (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that, for the preceding 30 consecutive business days, the closing bid price of the Company's common stock remained below the minimum $1.00 per share requirement for continued inclusion on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the "Bid Price Requirement"). The Company was provided an initial period of 180 calendar days, or until May 13, 2024, (the "Compliance Period") to regain compliance with the Bid Price Requirement.

On May 15, 2024, the Company received a staff determination letter (the "Determination Letter") from the Staff notifying the Company that it had not regained compliance with the Bid Price Requirement by May 13, 2024, and is not eligible for a second 180-day period due to the Company's failure to comply with the minimum stockholders' equity initial listing requirement for The Nasdaq Capital Market.

As previously reported in the Company's Current Report on Form 8-K filed April 12, 2024, on April 8, 2024, the Company received a deficiency letter from the Staff notifying the Company that, based upon the Company's Annual Report on Form 10-K for the period ended December 31, 2023, the Company is not in compliance with the minimum stockholders' equity requirement set forth in Nasdaq Listing Rule 5550(b)(1), which requires companies listed on The Nasdaq Capital Market to maintain a minimum of $2,500,000 in stockholders' equity for continued listing (the "Stockholders' Equity Rule"). Pursuant to Nasdaq Listing Rule 5810(d)(2), the failure to comply with the Stockholders' Equity Rule has become an additional and separate basis for delisting.

Accordingly, and as described in the Determination Letter, unless the Company timely submits an appeal requesting a hearing before the Staff's Hearings Panel (the "Panel"), the Company's securities will be subject to suspension from trading and delisting on The Nasdaq Capital Market.

The Company intends to timely request a hearing before the Panel which will automatically stay any suspension or delisting action for the Company's securities pending a Panel hearing decision. In that regard, pursuant to the Nasdaq Listing Rules, the Panel has the authority through the hearing process to grant an extension for the Company to regain compliance not to exceed November 11, 2024. Correspondingly, the Company intends to present a plan to regain compliance with the Bid Price Requirement and the Stockholders' Equity Rule requesting the continued listing of its securities on The Nasdaq Capital Market pending such compliance.

Notwithstanding the foregoing, there can be no assurance that the Panel will grant the Company's request or an additional extension period, or that the Company will ultimately regain compliance with all applicable requirements for continued listing on The Nasdaq Capital Market.

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