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SOBR Safe voids Clean World Ventures merger, to pull Form S-4

The planned merger between SOBR Safe, Inc. (Nasdaq: SOBR) and Clean World Ventures, Inc. is off. All four parties, including principal Roy DiBenerdini and SOBR Safe Merger Sub, Inc., signed a Mutual Termination Agreement and Release on…

By Reuben Salcedo·Sep 18, 2026·1 min read·regulatory·SOBR

Key takeaways

  • SOBR Safe, Inc. (Nasdaq: SOBR) and Clean World Ventures, Inc. terminated their planned merger via a Mutual Termination Agreement and Release signed by all four parties on September 17, 2026.
  • The termination voids the Agreement and Plan of Merger and Reorganization originally executed on April 24, 2026, and SOBR Safe disclosed it in an 8-K filed September 18, 2026, signed by CFO Christopher Whitaker.
  • SOBR Safe will withdraw its Form S-4 registration statement, first filed with the SEC on June 9, 2026, which had registered shares to be issued in the transaction.
  • The termination filing states no reason for the collapse and carries no breakup fee or continuing cash obligation beyond the parties' shared NDA.
  • Both companies remain bound by the Mutual Non-Disclosure Agreement they signed on April 6, 2026, and the Termination Agreement provides a broad mutual release of claims.

The planned merger between SOBR Safe, Inc. (Nasdaq: SOBR) and Clean World Ventures, Inc. is off. All four parties, including principal Roy DiBenerdini and SOBR Safe Merger Sub, Inc., signed a Mutual Termination Agreement and Release on September 17, 2026, voiding an Agreement and Plan of Merger and Reorganization executed on April 24. SOBR Safe disclosed the development in an 8-K filed September 18, signed by Chief Financial Officer Christopher Whitaker.

The original deal was structured so that Merger Sub would merge with and into Clean World Ventures, a Nevada corporation, with CWV surviving as a wholly owned SOBR Safe subsidiary. That arrangement was first disclosed via an April 30, 2026 8-K. The September 17 termination filing states no reason for the collapse.

The Mutual Termination Agreement provides a broad mutual release of claims on all sides, covering matters arising out of or relating to the Merger Agreement and its ancillary documents. The carve-outs are narrow: neither party releases potential claims for breach of the Termination Agreement itself, or of the Mutual Non-Disclosure Agreement the two companies signed on April 6, 2026. Both parties remain bound by that NDA.

SOBR Safe will also withdraw its Form S-4 registration statement, initially filed with the SEC on June 9, 2026, which had registered the shares the company intended to issue in the transaction. No financial terms of the original Merger Agreement were ever publicly disclosed. The Termination Agreement carries no breakup fee or continuing cash obligation between the parties beyond their shared NDA commitment. The agreement is filed as Exhibit 2.1 to the September 18 8-K.

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Source: sec.gov
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Frequently asked

Why was the SOBR Safe–Clean World Ventures merger terminated?

The September 17, 2026 termination filing states no reason for the collapse.

Was there a breakup fee for ending the merger?

No, the Termination Agreement carries no breakup fee or continuing cash obligation between the parties beyond their shared NDA commitment.

What happens to the Form S-4 registration statement?

SOBR Safe will withdraw its Form S-4, which was initially filed with the SEC on June 9, 2026 to register the shares it intended to issue in the transaction.

What were the financial terms of the original merger?

No financial terms of the original Merger Agreement were ever publicly disclosed.

How was the deal originally structured?

Merger Sub would merge with and into Clean World Ventures, a Nevada corporation, with CWV surviving as a wholly owned SOBR Safe subsidiary.