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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): October 5, 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
October 5, 2026, Arrive AI Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”)
with an accredited investor (the “Purchaser”), pursuant to which the Company agreed to issue and sell to the Purchaser, in
a private placement in public equity transaction (the “Private Placement” or “PIPE”), (i) 384,615 shares of the
Company’s common stock, par value $0.0002 per share (the “Shares”), and (ii) a common stock purchase warrant (the “Common
Warrant”) to purchase 384,615 shares of common stock (the “Warrant Shares”), for an aggregate purchase price of $250,000.
The purchase price was $0.65 per Share and accompanying Common Warrant. The Private Placement closed on October 5, 2026.
The
Common Warrant is immediately exercisable at an exercise price of $0.70 per share and expires on October 5, 2031. The Common Warrant
may also be exercised, in whole or in part, on a cashless basis at any time during its term, in which case the holder is entitled to
receive a number of Warrant Shares equal to the number otherwise issuable upon exercise multiplied by 3.33, without payment of the exercise
price. The Common Warrant generally may not be exercised to the extent the holder and its affiliates would beneficially own more than
4.99% of the Company’s outstanding common stock immediately after exercise. The holder may increase or decrease this limitation,
provided that it may not exceed 9.99%, and any increase will not become effective until the 61st day after notice is delivered to the
Company.
Under
the Purchase Agreement, the Company is required to file with the Securities and Exchange Commission, within 20 days after the closing
date, a registration statement on Form S-3 (or such other form as may then be available to the Company) covering the resale by the Purchaser
of the Shares and the maximum number of Warrant Shares issuable upon exercise of the Common Warrant.
The
Company intends to use the net proceeds from the Private Placement for general working capital purposes. No brokerage, finder’s
fee or placement-agent commission is payable in connection with the Private Placement.
The
foregoing descriptions of the Purchase Agreement and the Common Warrant do not purport to be complete and are qualified in their entirety
by reference to the full text of the Purchase Agreement and the Common Warrant, copies of which are filed as Exhibits 10.1 and 4.1, 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 set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Shares, the
Common Warrant and the Warrant Shares issuable upon exercise of the Common Warrant, were offered and sold, or will be issued, in reliance
upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation
D promulgated thereunder. The Purchaser represented that it is an “accredited investor” as defined in Rule 501(a) of Regulation
D or a “qualified institutional buyer” as defined in Rule 144A under the Securities Act. The offer and sale were made without
any general solicitation or advertising. The Company received gross proceeds of $250,000 from the Private Placement, before deducting
the $5,000 reimbursement of the Purchaser’s legal expenses and other offering expenses payable by the Company.
Item
7.01. Regulation FD Disclosure.
On
October 6, 2026, the Company issued a press release announcing the Private Placement. A copy of the press release is furnished as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The
press release characterized the Private Placement as a registered direct offering conducted pursuant to the Company’s
effective shelf registration statement on Form S-3. The Company hereby clarifies that the Private Placement was a PIPE transaction exempt
from registration under the Securities Act pursuant to Section 4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder. The
Shares and the Common Warrant were not registered under the Securities Act when issued. As required by the Purchase Agreement, the Company
has agreed to file with the Securities and Exchange Commission, within 20 days after the closing date, a registration statement on Form
S-3 (or such other form as may then be available to the Company) covering the resale by the Purchaser of the Shares and the maximum number
of Warrant Shares issuable upon exercise of the Common Warrant, as more fully described in the Purchase Agreement. Except for the foregoing
correction, the information in the press release remains unchanged.
The
information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it
be deemed incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, except as expressly
set forth by specific reference in such filing.
Item
9.01. Financial Statements and Exhibits
| Exhibit
No. |
|
Description |
| 4.1 |
|
Form
of Common Stock Purchase Warrant, dated October 5, 2026. |
| 10.1 |
|
Form of Securities Purchase Agreement, dated October 5, 2026. |
| 99.1 |
|
Press Release, dated October 6, 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: October 9, 2026 |
By: |
/s/ Daniel
S. O’Toole |
| |
|
Daniel S. O’Toole |
| |
|
Chief Executive Officer |
Exhibit 99.1
Arrive
AI (NASDAQ:ARAI) Announces $0.65 per Share Direct Investment at 213% Premium to Market; Institutional Investor Signals Interest in Up
to $10 Million
Investor
Completes a Direct Investment at $0.65 per Share – a Premium of More than 213% to Recent Trading Levels
The
Investor Has Also Expressed Interest in Evaluating Up to $10 Million in Potential Additional Financing as Arrive AI Advances Its 2026
Growth Plan
INDIANAPOLIS,
IN October 6, 2026 /ACCESSWIRE/ -- Arrive AI Inc. (NASDAQ:ARAI) (“Arrive AI” or the “Company”), a physical AI
and autonomous logistics infrastructure company enabling drones, robots, autonomous mobile robots (AMRs), autonomous vehicles (AVs) and
human couriers to securely exchange goods, today announced a premium-priced direct investment from a specialized private investment firm
based in the United States.
The
direct investment was priced at $0.65 per unit (each unit consisting of one share of common stock and one warrant), representing approximately
a 213% premium to Arrive AI’s recent trading price of $0.2075 underscoring the investor’s confidence in the Company’s
outlook and long-term growth potential. The financing also includes warrants exercisable at $0.70 per share, further aligning the transaction
with potential future upside in Arrive AI’s common stock.
The
investor has also expressed interest in evaluating additional financing transactions with Arrive AI of up to $10 Million, subject to
market conditions, available registration capacity, regulatory requirements, definitive documentation, and Company approval. There can
be no assurance that any additional financing will be completed, and any such transaction would be subject to negotiation and execution
of definitive agreements on terms acceptable to both parties.
Premium-Priced
Capital Reflects Outside Confidence During a Key Execution Year
Arrive
AI believes the structure of this investment is notable because it was priced at a substantial premium to the Company’s recent
market price. Management views the premium pricing, warrant structure, and additional financing interest as a constructive signal as
Arrive AI continues executing against its 2026 commercial growth plan.
The
investment was completed through a registered direct offering pursuant to the Company’s effective shelf registration statement
on Form S-3. The initial investment amount was $250,000. Investors may review the terms and conditions of the offering and the warrants
in the Company’s Current Report on Form 8-K which will be filed with the SEC.
“We
believe this premium-priced investment sends an important signal at a pivotal time for Arrive AI,” said Piyush Phadke, Chief Financial
Officer of Arrive AI. “A direct investment priced at a meaningful premium to our recent trading levels represents a strong vote
of confidence in where we’re headed.”
About
Arrive AI
Arrive
AI (NASDAQ:ARAI) is building the infrastructure for autonomous logistics through a network of intelligent delivery endpoints that enable
secure, asynchronous exchange of goods. The company’s platform supports drones, ground robotics, and human couriers, solving the
“last inch of the last-mile” challenge across logistics, healthcare, and enterprise delivery.
Forward-Looking
Statements
This
news release and statements of Arrive AI’s management in connection with this release or related events 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. Forward-looking statements relate to future events and expected business and financial performance and often include
words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “potential,”
“will,” “should,” “could,” “would,” “optimistic,” or “may,” and
similar expressions. These statements are based on information available as of the date of this release and reflect management’s
current views and assumptions. They are not guarantees of future performance and involve known and unknown risks, uncertainties, and
other factors that may be beyond the company’s control. Readers are cautioned not to place undue reliance on forward-looking statements,
which speak only as of the date of this release. With respect to any potential additional financing transactions, there can be no assurance
such transactions will be completed on the terms described or at all. Potential investors should review Arrive AI’s Registration
Statement and other filings, including risk factors, available at the U.S. Securities and Exchange Commission website at www.sec.gov.
Arrive AI undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date of this release,
except as required by law.
Media
Contact
Tasha
Jones, Marketing Communications Manager, Arrive AI, media@arriveai.com
Investor
Contact
Alliance
Advisors IR, ARAI.IR@allianceadvisors.com
SOURCE
Arrive
AI, Inc.
