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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): August 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
Pre-Paid
Purchase No. 5 and Reduction of Floor Price Trigger
As
previously disclosed, on August 6, 2026, the volume-weighted average price (“VWAP”) of the common stock of Arrive AI Inc.
(the “Company”) fell below the floor price of $0.25 per share (the “Floor Price”) then in effect under that certain
Securities Purchase Agreement, dated March 21, 2025, by and between the Company and Streeterville Capital, LLC, a Utah limited liability
company (“Streeterville”) (the “Purchase Agreement”), for at least five trading days within a seven consecutive
trading day period, constituting a “Floor Price Trigger” (such date, the “Trigger Date”). As a result, the Company
became obligated to make mandatory monthly cash repayments totaling $962,500 (consisting of $550,000 under Pre-Paid Purchase No. 2 and
$412,500 under Pre-Paid Purchase No. 3), plus accrued and unpaid interest, beginning three trading days after the Trigger Date and continuing
until the Company’s VWAP exceeds 120% of the then-applicable Floor Price for five consecutive trading days.
To
address these mandatory repayment obligations, on August 14, 2026, the Company entered into a Pre-Paid Purchase No. 5 (the “Pre-Paid
Purchase No. 5”) with Streeterville, pursuant to the Purchase Agreement. Under the Pre-Paid Purchase No. 5, Streeterville paid
$100,000 to the Company, representing the purchase price for an unsecured promissory note with an original principal balance of $108,000,
which included an $8,000 original issue discount. The instrument bears interest at 8% per annum, compounded daily, and permits Streeterville,
at its discretion, to apply amounts outstanding toward the purchase of shares of common stock of the Company (“Purchase Shares”)
at the lesser of (i) the Fixed Price (as defined in the Purchase Agreement), or (ii) 90% of the lowest VWAP over the ten trading days
prior to a purchase notice, but not below $0.10 per share, which reduced the Floor Price from $0.25 to $0.10 per share. The issuance
of Purchase Shares is subject to a 9.99% beneficial ownership limitation and must be free-trading under an effective registration statement
or exemption. The Company may prepay amounts at 115% of the principal being repaid with five trading days’ notice, subject to restrictions,
and is obligated to make monthly cash repayments of $13,750 (plus accrued interest) upon certain “trigger” events, including
sustained price declines below the Floor Price or the share issuance nearing the threshold above which shareholder approval is required
under the exchange rules. Streeterville may accelerate the Company’s obligation to pay, with default interest at 15% and the outstanding
balance becoming immediately due and payable in cash, upon the occurrence of certain events of default, including nonpayment, insolvency,
covenant breaches, and certain corporate transactions.
Pursuant
to the Purchase Agreement, the $0.10 Floor Price established under Pre-Paid Purchase No. 5 has the effect of lowering the floor price
applicable to the Company’s outstanding Pre-Paid Purchase No. 2 and Pre-Paid Purchase No. 3, in each case, from $0.25 per share
to $0.10 per share.
The
reduction of the Floor Price to $0.10 per share in connection with Pre-Paid Purchase No. 5 is intended to lower the VWAP threshold applicable
to Pre-Paid Purchase No. 2 and Pre-Paid Purchase No. 3, thereby mitigating the continuation of these mandatory repayment obligations.
Waiver
to the Standstill Agreement
As
previously disclosed, on May 14, 2026, the Company entered into a Standstill Agreement (the “Standstill Agreement”) with
Streeterville in connection with the Purchase Agreement, pursuant to which Streeterville 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”), except that Streeterville 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 (the “Price Condition”).
In
connection with the Pre-Paid Purchase No. 5, on August 14, 2026, the Company also entered into a Waiver Agreement (the “Waiver
Agreement”) with Streeterville, pursuant to which Streeterville agreed to waive the Price Condition solely with respect to Pre-Paid
Purchase No. 5. The Waiver Agreement permits Streeterville to submit one or more Purchase Notices to the Company under Pre-Paid Purchase
No. 5 during the Standstill Period without regard to whether the Price Condition is satisfied on the applicable trading day. The waiver
applies solely to Purchase Notices submitted under Pre-Paid Purchase No. 5 and does not permit the submission of Purchase Notices under
any other outstanding Pre-Paid Purchase except in compliance with the Price Condition. Except as expressly waived under the Waiver Agreement,
the Standstill Agreement remains in full force and effect in accordance with its terms, and each outstanding Pre-Paid Purchase, including
Pre-Paid Purchase No. 5, and each other Transaction Document remains in full force and effect.
The
foregoing descriptions of Pre-Paid Purchase No. 5 and the Waiver Agreement do not purport to be complete and are qualified in their entirety
by reference to the full text of each document, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report
on Form 8-K and are incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information included in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02 of this Current Report to the
extent applicable. The shares of common stock issued or issuable pursuant to the Purchase Agreement or the Pre-Paid Purchase No. 5, respectively,
have been, or will be, offered and sold in reliance on exemptions from the registration requirements of the Securities Act of 1933, as
amended, including Section 4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder, as transactions not involving a public
offerings, or pursuant to Regulation S under the Securities Act.
Item
8.01 Other Events.
On
August 14, 2026, the Company implemented a reduction in workforce, reducing its total headcount by approximately 20%, which the Company
expects to result in annualized cost savings of approximately $1,524,000. In connection with the reduction in workforce, unvested restricted
stock units representing approximately 450,000 shares of the Company’s common stock were forfeited and returned to the Company.
Item
9.01. Financial Statements and Exhibits
| Exhibit
No. |
|
Description |
| 10.1 |
|
Pre-Paid Purchase No. 5, dated August 14, 2026, by and between Arrive AI Inc. and Streeterville Capital, LLC |
| 10.2 |
|
Waiver Agreement, dated August 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: August 19, 2026 |
By: |
/s/ Daniel
S. O’Toole |
| |
|
Daniel S. O’Toole |
| |
|
Chief Executive Officer |
