false
0001818274
0001818274
2026-04-10
2026-04-10
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): April 10, 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
4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
During
preparation of the Arrive AI Inc.’s (the “Company”) Annual Report on Form 10-K for the year ended December 31, 2025,
the Company identified a potential accounting error in the reported values related to the Convertible Notes (the “Note”)
under the Securities Purchase Agreement with Streeterville Capital, LLC (“Streeterville”). Specifically, the conversion feature
of the Note contains an embedded derivative under Accounting Standards Codification (ASC) 815-40, Derivatives and Hedging. The
restatement has a non-cash impact on the reported results, but will impact the reported net income, balance sheet presentation and footnote
disclosures. The Company has engaged a third-party valuation firm to determine the appropriate fair value for the instrument. The results
of this analysis, and the financial statement adjustments will be evaluated by the Company’s independent auditors, and their derivative
experts.
As
a result of the foregoing, the Company has determined, and under the advisement of its auditors, that the Company’s previously
issued financial statements, contained within its Quarterly Reports on Form 10-Q for the quarters ended September 30, 2025 and June 30,
2025 should no longer be relied upon due to errors in such financial statements. Therefore, a restatement of these prior financial statements
is required. Accordingly, the Company intends to restate the aforementioned financial statements by amending its Quarterly Reports on
Form 10-Q for the quarters ended September 30, 2025 and June 30, 2025, as soon as reasonably practicable.
The
Company has remediated the accounting error in the reported values related to the Note under the Securities Purchase Agreement with Streeterville
in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Item
5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
Director
Appointment
On
April 10, 2026, the Nominating and Governance Committee (the “Committee”) of the Board of Directors (the “Board”)
of the Company appointed Michael Fitz as a member of the Board, effective April 16, 2026.
In
connection with Mr. Fitz’s appointment to the Board and in accordance with the Company’s standard compensation arrangements
for non-employee directors, Mr. Fitz will be entitled to an annual cash retainer of $40,000. Additionally, Mr. Fitz will be entitled
to equity compensation in the form of restricted stock units (“RSUs”) valued at $150,000 annually, vesting one year from
the grant date, and issued quarterly. Mr. Fitz is also entitled to reimbursement of reasonable out-of-pocket expenses incurred in connection
with Board services, upon submission of proper documentation.
A
copy of the press release announcing the appointment of Mr. Fitz to the Board is attached hereto as Exhibit 99.1.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
|
|
|
| 99.1 |
|
Press Release dated April 14, 2026 |
| 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:
April 14, 2026 |
By: |
/s/
Daniel S. O’Toole |
| |
|
Daniel
S. O’Toole |
| |
|
Chief
Executive Officer |
Exhibit 99.1
Arrive
AI Appoints T-Mobile Executive Michael Fitz to Board of Directors
INDIANAPOLIS,
INDIANA / ACCESS Newswire / April 14, 2026 / Arrive AI (NASDAQ:ARAI), an autonomous delivery network anchored by patented AI-powered
Arrive Points™, announced today that Michael Fitz, Vice President of Solution Sales and Indirect Channels at T-Mobile for Business,
has joined its Board of Directors. Fitz brings more than three decades of experience in telecommunications, enterprise technology, and
global network solutions to Arrive AI as it continues to scale its platform and expand market adoption.
“Mike
Fitz brings strategic thinking from the perspective of a $220B + market cap company in an parallel field with the aligned vision and
buy-in of what we are building here at Arrive AI each day! Arrive AI continues to have world class leadership validate our mission through
their joining of our journey! I am both humbled and flattered,” said Dan O’Toole, CEO of Arrive AI. “As we continue
to build the infrastructure and network powering the last inch of the last-mile delivery, his insight into 5G, IoT, and partner ecosystems
will be invaluable in accelerating our growth and delivering long-term value for our shareholders.”
Fitz
currently leads national teams at T-Mobile for Business delivering advanced connectivity and technology solutions, including 5G, fixed
wireless internet, IoT, collaboration, and security, helping organizations operate more efficiently and stay connected. He also oversees
T-Mobile’s partner and reseller ecosystem, expanding market reach through third-party providers and enabling end-to-end customer
solutions.
Previously,
Fitz served as General Manager of T-Mobile’s Global Wireline business, a multi-billion-dollar division delivering fiber, dedicated
internet, private networks, and managed services solutions for enterprise and carrier customers worldwide. In that role, he led strategy,
operations, product portfolio, and commercial performance, guiding the business through significant growth, modernization, and its successful
divestiture.
Fitz
has spent more than 30 years with T-Mobile and Sprint, holding leadership roles across customer service, strategy, sales engineering,
and product management. He has received multiple executive leadership recognitions and industry honors, including Fierce Telecom’s
“Rising Star of Wireline.” Earlier in his career, he worked at GE in network and data security after completing GE’s
Information Systems Management Program.
“Arrive
AI sits at the intersection of artificial intelligence and the physical movement of goods, with a clear opportunity to reshape how those
worlds connect,” said Michael Fitz. “I’m excited to join the Board and support the team as they scale the platform,
expand adoption, and build lasting shareholder value.”
Fitz
also brings extensive governance and nonprofit leadership experience, having served 12 years on the Board of Directors of National Safe
Place, including six years as Chairman, supporting runaway and homeless youth nationwide.
Mr.
Fitz holds an MBA from the University of Maryland and a bachelor’s degree in Computer Engineering from Bucknell University. He
lives in Leesburg, Virginia with his wife and family.
Arrive
AI makes autonomous delivery work, ensuring security and chain-of-custody to the intended recipients at the right time. The company provides
tracking data, smart logistics alerts and advanced custody controls to secure last-mile delivery for shippers, delivery services, and
autonomous networks. Arrive AI’s foundational patent - for a universal access point that asynchronously interacts with people,
robots and drones - was filed four days before Amazon’s. Since then, the company has expanded its IP portfolio to include numerous
claims and patents such as climate assistance and anti-theft features.
About
Arrive AI
Arrive
AI’s patented Autonomous Last Mile (ALM) platform enables secure, efficient delivery to and from a smart, AI-powered mailbox, whether
by drone, ground robot or human courier. The platform provides real-time tracking, smart logistics alerts and advanced chain of custody
controls to support shippers, delivery services and autonomous networks. By combining artificial intelligence with autonomous technology,
Arrive AI makes the exchange of goods between people, robots and drones frictionless and convenient. Its system integrates with smart
home devices such as doorbells, lighting and security systems to streamline the entire last-mile delivery experience. Learn more at www.arriveai.com
(http://www.arriveai.com/).
Media
contact: Kylie Conway at media@arriveai.com
Investor
Relations Contact: Alliance Advisors IR, ARAI.IR@allianceadvisors.com
Cautionary
Note Regarding Forward Looking Statements
This
news release and statements of Arrive AI’s management in connection with this news release or related events contain or may contain
“forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the
Private Securities Litigation Reform Act of 1995. In this context, forward-looking statements mean statements (including statements related
to the closing, and the anticipated benefits to the Company, of the private placement described herein) related to future events, which
may impact our expected future business and financial performance, and often contain words such as “expects”, “anticipates”,
“intends”, “plans”, “believes”, “potential”, “will”, “should”,
“could”, “would” ,”optimistic” or “may” and other words of similar meaning. These forward-looking
statements are based on information available to us as of the date of this news release and represent management’s current views
and assumptions. Forward-looking statements are not guarantees of future performance, events or results and involve significant known
and unknown risks, uncertainties and other factors which may be beyond our control. Readers are cautioned not to place undue reliance
on these forward-looking statements, which apply only as of the date of this news release. Potential investors should review Arrive AI’s
Registration Statement for more complete information, including the risk factors that may affect future results, which are available
for review at www.sec.gov (http://www.sec.gov/). Accordingly, forward-looking statements should not be relied upon as a predictor of
actual results. We do not undertake to update our forward-looking statements to reflect events or circumstances that may arise after
the date of this news release, except as required by law.
SOURCE:
Arrive AI Inc.
