Arrive AI Inc. 8-K

What Happened

• Arrive AI Inc. (ARAI) filed an 8-K on April 14, 2026 disclosing a required restatement of its Quarterly Reports on Form 10-Q for the quarters ended June 30, 2025 and September 30, 2025. The company identified an accounting error related to the conversion feature of a convertible note issued under a Securities Purchase Agreement with Streeterville Capital, LLC; that feature constitutes an embedded derivative under ASC 815-40 and requires separate valuation and presentation. The company engaged a third‑party valuation firm and will have its independent auditors and derivative experts review adjustments. The company says the issue is non-cash but affects reported net income, balance sheet presentation and footnote disclosures, and it intends to amend the two affected 10-Qs as soon as reasonably practicable. The company also states it remediated the accounting in its Form 10-K for the year ended December 31, 2025.

Key Details

• Filing date: April 14, 2026 (Form 8-K).
• Restatement covers 10-Qs for quarters ended June 30, 2025 and September 30, 2025; the prior statements “should no longer be relied upon.”
• Issue: conversion feature of the Streeterville convertible note contains an embedded derivative under ASC 815-40; third‑party valuation and auditor review are underway.
• Director appointment: Michael Fitz appointed to the Board effective April 16, 2026; compensation includes a $40,000 annual cash retainer and $150,000 in annual RSUs (vest after one year, issued quarterly), plus expense reimbursement.

Why It Matters

• For investors, the restatement means previously reported quarterly results for mid-to-late 2025 are unreliable until amended; reported net income and balance sheet line items will change once the valuation and auditor review are complete. Although described as a non‑cash correction, restatements can affect prior-period metrics investors use to evaluate trends and valuation. The board appointment is routine governance news but introduces a new non‑employee director with standard cash and equity compensation.