Arrive AI (NASDAQ: ARAI) secures $10M equity-linked note financing

Rhea-AI Filing Summary

Arrive AI Inc. entered into a new prepaid financing with Streeterville Capital, receiving $10,000,000 in cash for an unsecured promissory note with an original principal of $10,800,000, reflecting an $800,000 original issue discount and an interest rate of 8% per year, compounded daily.

Streeterville can apply the outstanding balance to buy common shares at the lower of the Nasdaq listing reference price or 90% of the lowest ten-day VWAP, with a $0.25 per-share floor and a 9.99% ownership cap. Certain price and ownership triggers require monthly cash repayments of $1,375,000 plus interest, and events of default can increase the rate to 15% and make the balance immediately due.

The company agreed in a side letter to file a Form S-1 to register at least 10,000,000 shares linked to this structure by February 9, 2026, and Maxim Group will receive a 4% cash fee on the gross proceeds for acting as placement agent.

Insights

Capital markets and structured finance analyst

Arrive AI secures $10M via a discounted, equity-linked note with tight triggers.

Arrive AI receives $10,000,000 upfront in exchange for an unsecured note with an original principal of $10,800,000, embedding an $800,000 discount and an 8% annual interest rate, compounded daily. This combines debt-like obligations with the option for Streeterville to take repayment in stock at a formula-based price.

The purchase share price is set at the lesser of the initial Nasdaq listing reference price or 90% of the lowest ten-day VWAP, with a $0.25 floor and a 9.99% beneficial ownership cap. These terms create potential dilution, especially if the stock trades near the discount levels, while the cap limits any single-holder concentration.

Protective features for the investor include required monthly cash repayments of $1,375,000 plus accrued interest after specified trigger events and a 15% default interest rate if defined events of default occur. The side letter committing to file a Form S-1 for at least 10,000,000 shares by February 9, 2026 supports the equity conversion mechanics. Overall rating is neutral, as the transaction provides liquidity but on relatively costly, structured terms.

false 0001818274 0001818274 2026-01-26 2026-01-26 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): 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)

2

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

3

FAQ

What financing did Arrive AI (ARAI) enter with Streeterville Capital?

Arrive AI entered a Pre-Paid Purchase No. 4 with Streeterville, receiving $10,000,000 in cash for an unsecured promissory note with a $10,800,000 original principal, reflecting an $800,000 original issue discount, at 8% interest compounded daily and linked to potential share purchases.

How are Arrive AI’s purchase share prices determined under the Streeterville deal?

The investor may buy Arrive AI common shares at the lesser of the initial Nasdaq listing reference price or 90% of the lowest volume-weighted average price over the ten trading days before a purchase notice, subject to a $0.25 per-share floor and a 9.99% ownership limit.

What repayment and default terms apply in Arrive AI’s Pre-Paid Purchase No. 4?

Certain trigger events require Arrive AI to make monthly cash repayments of $1,375,000 plus accrued interest. If specified events of default occur, Streeterville can accelerate the obligation, impose 15% default interest, and demand immediate payment of the entire outstanding balance in cash.

What registration commitment did Arrive AI make related to the Streeterville financing?

Arrive AI agreed in a side letter to file a registration statement on Form S-1 to register at least 10,000,000 purchase shares under the Streeterville Purchase Agreement by February 9, 2026, enabling freely tradeable stock issuances tied to the prepaid financing structure.

What fees will Maxim Group receive in Arrive AI’s Streeterville transaction?

Maxim Group LLC 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 that Arrive AI received in this transaction, directly tied to the $10,000,000 in prepaid financing.

Under what securities law exemptions is Arrive AI issuing shares in this deal?

The common shares issued or issuable under the Streeterville Purchase Agreement and Pre-Paid Purchase No. 4 are being offered and sold using exemptions from Securities Act registration, including Section 4(a)(2), Rule 506 of Regulation D for non-public offerings, and Regulation S for certain offshore transactions.