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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): May 14, 2026
Arrive
AI Inc.
(Exact
Name of Registrant as Specified in Charter)
001-42645
(Commission
File Number)
| Delaware |
|
85-0935006 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(I.R.S.
Employer
Identification
Number) |
9100
Fall View Drive
Fishers,
IN 46037
(Address
of principal executive offices, with zip code)
(463)
270-0092
(Registrant’s
telephone number, including area code)
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 |
|
ARAI |
|
The
Nasdaq Stock Market LLC |
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
1.01. Entry into a Material Definitive Agreement.
On
May 14, 2026, Arrive AI Inc. (the “Company”) entered into a Standstill Agreement (the “Standstill Agreement”)
with Streeterville Capital, LLC, a Utah limited liability company (the “Investor”). The Standstill Agreement was entered
into in connection with that certain Securities Purchase Agreement, dated March 21, 2025, by and between the Company and the Investor
(the “Purchase Agreement” and, together with all other documents entered into in connection therewith, the “Transaction
Documents”), pursuant to which the Company previously sold and issued to the Investor a series of Pre-Paid Purchases.
Pursuant
to the Standstill Agreement, the Investor has agreed, subject to certain conditions, to refrain from delivering Purchase Notices to the
Company under any outstanding Pre-Paid Purchases for the period beginning on May 14, 2026 and ending on December 31, 2026 (the “Standstill
Period”). Notwithstanding the foregoing, the Investor may submit purchase notices during the Standstill Period on any trading
day on which the Company’s shares of common stock trade at a price that is at least fifteen percent (15%) greater than the Nasdaq
Minimum Price (as defined under Nasdaq Rule 5635(d)) for such trading day.
Except
as set forth in the Standstill Agreement, each outstanding pre-paid purchase remains in full force and effect in accordance with its
terms. The Standstill will terminate upon the occurrence of any material breach of the Standstill Agreement by the Company or any event
of default under any transaction document, at which time the Investor shall have the right to submit Purchase Notices in accordance with
the applicable outstanding Pre-Paid Purchases. No additional cash or other property consideration was exchanged in connection with the
Standstill Agreement.
The
foregoing description of the Standstill Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Standstill Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item
9.01. Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Standstill Agreement, dated May 14, 2026, by and between Arrive AI Inc. and Streeterville Capital, LLC. |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
| |
ARRIVE
AI, INC. |
| |
|
|
| Date:
May 18, 2026 |
By: |
/s/
Daniel S. O’Toole |
| |
|
Daniel
S. O’Toole |
| |
|
Chief
Executive Officer |
