Arrive AI Inc. 8-K

What Happened

• Arrive AI Inc. announced on its January 30, 2026 Form 8‑K that it entered into a Pre‑Paid Purchase No. 4 with Streeterville Capital, LLC and received $10,000,000 in proceeds. The financing is structured as an unsecured promissory note with an original principal balance of $10,800,000 (reflecting an $800,000 original issue discount) and carries interest at 8% per year, compounded daily.
• The company also executed a Side Letter Agreement (both agreements dated January 26, 2026) under which Arrive agreed to file a registration statement on Form S‑1 to register at least 10,000,000 potential Purchase Shares by February 9, 2026.

Key Details

• Amount raised: $10,000,000 cash proceeds; note principal $10,800,000 (includes $800,000 OID).
• Interest & default: 8% annual interest compounded daily; default interest of 15% and immediate acceleration on specified defaults.
• Conversion/Share mechanics: Streeterville may elect to apply outstanding amounts to buy common shares at the lesser of (i) the company’s initial Nasdaq listing reference price or (ii) 90% of the lowest 10‑day VWAP before a purchase notice, but not below $0.25 per share; a 9.99% beneficial ownership cap applies.
• Other terms: Company may prepay at 115% of principal with 5 trading days’ notice (subject to restrictions); certain “trigger” events (including sustained share price declines below $0.25 or approaching shareholder‑approval thresholds) require monthly cash repayments of $1,375,000 plus accrued interest. Maxim Group acted as placement agent and will receive a 4.0% fee on gross proceeds.

Why It Matters

• This transaction provides Arrive AI with immediate cash (reported $10M) and a defined debt obligation carrying notable conversion and repayment triggers that could affect future share supply and cash flow.
• The conversion mechanics and a $0.25 floor mean the investor could acquire shares at a discounted price if triggered, subject to the 9.99% cap and successful registration of shares (the S‑1 filing commitment). Investors should watch the company’s S‑1 filing progress, any share issuances under this facility, and the occurrence of price or corporate events that could trigger accelerated repayments or equity issuance.