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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): January 26, 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
January 26, 2026, Arrive AI Inc. (the “Company”) entered into a Pre-Paid Purchase No. 4 (the “Pre-Paid Purchase No.
4”) with Streeterville Capital, LLC, a Utah limited liability company, (“Streeterville”), pursuant to the Streeterville
Purchase Agreement dated March 21, 2025 (the “Streeterville Purchase Agreement”). Under the Pre-Paid Purchase No. 4, the
Investor paid $10,000,000 to the Company, representing the purchase price for an unsecured promissory note with an original principal
balance of $10,800,000, which included an $800,000 original issue discount. The instrument bears interest at 8% per annum, compounded
daily, and permits the Investor, at its discretion, to apply amounts outstanding toward the purchase of shares of common shares of the
Company (“Purchase Shares”) at the lesser of (i) the initial listing reference price on the Company’s common stock
on the Nasdaq Global Market, or (ii) 90% of the lowest VWAP over the ten trading days prior to a purchase notice (but not below a $0.25
floor). 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 $1,375,000 cash repayments (plus accrued interest) upon certain “trigger”
events, including sustained price declines below the floor price of $0.25 per share or the share issuance nearing the threshold above
which shareholders’ approval is required under the exchange rules. Streeterville may accelerate the Company’s obligation
to pay, with default interest at 15% and all outstanding balance becoming immediately due and payable in cash, upon the occurrence of
certain events of default include nonpayment, insolvency, covenant breaches, and certain corporate transactions. The Company closed this
Pre-Paid Purchase No. 4 on December 26, 2026, and received $10,000,000 in proceeds.
In
connection with the Pre-Paid Purchase No. 4, on January 26, 2026, the Company entered into a Side Letter Agreement with Streeterville
(the “Side Letter Agreement”) whereby the Company agreed to file a registration statement on Form S-1 that registers at least
10,000,000 Purchase Shares (as defined in the Streeterville Purchase Agreement) by February 9, 2026.
The
foregoing description of the Pre-Paid Purchase No. 4 and Side Letter Agreement is not complete and qualified in its entirety by reference
to the text of each document, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K.
Maxim
Group LLC (“Maxim”) acted as placement agent for the Pre-Paid Purchase No. 4 and will receive a cash fee equal to 4.0%
of the gross proceeds received by us in connection with this transaction.
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 Streeterville Purchase Agreement or the Pre-Paid Purchase
No. 4, 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
9.01. Financial Statements and Exhibits
| Exhibit
No. |
|
Description |
| 10.1 |
|
Pre-Paid Purchase No. 4, dated January 26, 2026, by and between Arrive AI Inc. and Streeterville Capital, LLC |
| 10.2 |
|
Side Letter Agreement, dated January 26, 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:
January 30, 2026 |
By: |
/s/ Daniel
S. O’Toole |
| |
|
Daniel S. O’Toole |
| |
|
Chief Executive Officer |
