Nasdaq warns Arrive AI (NASDAQ: ARAI) over sub-$1 bid price risk

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Arrive AI Inc. reported that Nasdaq sent a deficiency letter on June 2, 2026 because its common stock failed to meet the $1.00 minimum bid price requirement for 30 consecutive business days under Nasdaq Listing Rule 5450(a)(1).

The company has 180 calendar days, until November 30, 2026, to regain compliance by maintaining a closing bid of at least $1.00 for ten consecutive business days. If it still falls short, Arrive AI may qualify for a second 180‑day period if other Nasdaq Global Market initial listing standards are met, or face potential delisting with the right to appeal.

Positive

None.

Negative

Nasdaq minimum bid-price deficiency: Arrive AI’s stock traded below $1.00 for 30 consecutive business days, triggering a Nasdaq notice and starting a 180‑day cure period with potential delisting if compliance is not restored.

Insights

Nasdaq bid-price warning introduces real listing-risk over the next compliance periods.

Arrive AI received a Nasdaq deficiency notice after its stock traded below $1.00 for 30 straight business days, triggering the exchange’s Minimum Bid Price Requirement under Rule 5450(a)(1). The stock remains on the Nasdaq Global Market during the initial cure period.

The company has until November 30, 2026 to post a closing bid at or above $1.00 for at least ten consecutive business days. Nasdaq rules also allow a possible second 180‑day window if all other initial listing standards, including market value of publicly held shares, are satisfied.

Management states it will monitor the share price and evaluate options to regain compliance, while acknowledging there is no assurance of success. If the requirements are not met, Nasdaq can move toward delisting, though Arrive AI could appeal that decision to a hearings panel.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Key Figures

Minimum bid price threshold: $1.00 per share Non-compliance period: 30 consecutive business days Initial cure period: 180 calendar days +2 more

5 metrics

Minimum bid price threshold $1.00 per share Nasdaq Listing Rule 5450(a)(1) requirement

Non-compliance period 30 consecutive business days Closing bid below $1.00 triggered deficiency notice

Initial cure period 180 calendar days From June 2, 2026 to November 30, 2026

Trading requirement to regain compliance 10 consecutive business days Closing bid must be at or above $1.00

Potential second cure period Additional 180 calendar days Available if other initial Nasdaq Global Market standards are met

Key Terms

Minimum Bid Price Requirement, Nasdaq Global Market, deficiency letter, Listing Qualifications Department, +1 more

5 terms

Minimum Bid Price Requirement regulatory

"the requirement to maintain a minimum bid price of $1.00 per share for continued listing"

A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.

Nasdaq Global Market regulatory

"for continued listing on The Nasdaq Global Market, as set forth in Nasdaq Listing Rule 5450(a)(1)"

The Nasdaq Global Market is a section of the stock exchange where larger, well-established companies are listed and publicly traded. It functions like a marketplace where investors can buy and sell shares of these companies, providing them with access to capital and opportunities for growth. Its role is important because it helps investors identify and invest in reputable companies with strong financial backgrounds.

deficiency letter regulatory

"received a deficiency letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC"

Listing Qualifications Department regulatory

"received a deficiency letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC"

A listing qualifications department is the part of a stock exchange that checks whether a company meets the exchange’s rules for being listed and staying listed. Think of it as a gatekeeper or building inspector: it reviews financial statements, disclosure practices and corporate governance, flags problems and can require fixes or remove a company’s shares. Investors care because its decisions affect whether a stock remains tradable and how much trust to place in a company’s reporting.

market value of publicly held shares financial

"required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards"

The market value of publicly held shares is the total dollar worth of a company’s shares that are available to outside investors, calculated by multiplying the current market price by the number of shares held by the public (the “float”). It matters because it tells investors how much of the company is actually tradable and how the market is pricing that tradable portion—like a price tag on the items on a store shelf, it affects liquidity, volatility and how easy it is to buy or sell a meaningful stake.

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Understanding 8-K Material Events →

06/05/2026 - 04:15 PM

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): June 2, 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 2, 2026, Arrive AI Inc. (the “Company”) received a deficiency letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, based upon the closing bid price of the Company’s common stock, par value $0.0002 per share (the “Common Stock”), for the last 30 consecutive business days, the Company is not currently in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on The Nasdaq Global Market, as set forth in Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Price Requirement”).

The Notice has no immediate effect on the continued listing status of the Common Stock on The Nasdaq Global Market, and, therefore, the Company’s listing remains fully effective.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company is provided a compliance period of 180 calendar days from the date of the Notice, or until November 30, 2026, to regain compliance with the Minimum Bid Price Requirement. To regain compliance, the closing bid price of the Common Stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days prior to November 30, 2026.

If the Company is not in compliance with the Minimum Bid Price Requirement by November 30, 2026, the Company may be afforded a second 180 calendar day compliance period. To qualify for this additional compliance period, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Global Market, with the exception of the Minimum Bid Price requirement.

The Company intends to actively monitor the closing bid price of the Common Stock and will evaluate available options to regain compliance with the Minimum Bid Price Requirement. However, there can be no assurance that the Company will regain compliance with the Minimum Bid Price Requirement during the 180-day compliance period, secure a second period of 180 days to regain compliance, or maintain compliance with the other Nasdaq listing requirements. If the Company does not regain compliance within the allotted compliance period, including any extensions that Nasdaq grants, Nasdaq will provide notice that the Common Stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel.

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: June 5, 2026	By:	/s/ Daniel S. O’Toole
		Daniel S. O’Toole
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What Nasdaq issue did Arrive AI (ARAI) disclose in this 8-K?

Arrive AI disclosed a Nasdaq deficiency letter stating its stock no longer meets the $1.00 minimum bid price rule after 30 consecutive days below that level, beginning a formal compliance period with potential delisting if the issue is not resolved.

Why is Arrive AI (ARAI) out of compliance with Nasdaq listing rules?

Arrive AI is out of compliance because its common stock’s closing bid price stayed below $1.00 per share for 30 consecutive business days, violating Nasdaq Listing Rule 5450(a)(1), known as the Minimum Bid Price Requirement for the Nasdaq Global Market tier.

How long does Arrive AI have to regain Nasdaq minimum bid price compliance?

Arrive AI has an initial 180-day period, until November 30, 2026, to regain compliance by maintaining a closing bid price of at least $1.00 per share for ten consecutive business days, as required under Nasdaq Listing Rule 5810(c)(3)(A).

Can Arrive AI (ARAI) receive additional time beyond November 30, 2026?

Arrive AI may receive a second 180-day compliance period if, by November 30, 2026, it meets all initial listing standards for the Nasdaq Global Market other than the minimum bid price rule, including the market value of publicly held shares requirement.

What happens if Arrive AI does not regain Nasdaq compliance?

If Arrive AI does not regain compliance within the allowed period, including any extension, Nasdaq may notify the company that its common stock is subject to delisting from the Nasdaq Global Market, though Arrive AI would be entitled to appeal this determination to a Nasdaq hearings panel.

What actions does Arrive AI plan in response to the Nasdaq notice?

Arrive AI states it intends to actively monitor its common stock’s closing bid price and evaluate available options to regain compliance with Nasdaq’s $1.00 minimum bid price rule, while cautioning there is no assurance it will successfully restore compliance.

Filing Exhibits & Attachments

3 documents