Arrive AI Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits
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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) |
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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 | ||
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