UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~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 the ~~Report~~Securities ~~(Date~~Exchange Act of ~~earliest event Reported): June 2, 2026~~1934

Date of Report (Date of earliest event reported): June 11, 2026

Arrive AI Inc.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

001-42645

Delaware

001-42645

85-0935006

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

~~(Commission~~12175 ~~File~~Visionary ~~Number)~~Way

Delaware		85-0935006
(State or Other Jurisdiction of Incorporation)		(I.R.S. Employer Identification Number)

Fishers, Indiana 46038

~~9100~~(Address ~~Fall~~of ~~View~~principal ~~Drive~~executive offices, including zip code)

Fishers, IN 46037

(Address of principal executive offices, with zip code)

(463) 270-0092

(Registrant’s telephone number, including area code)

~~Check~~Not ~~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:~~Applicable

(Former name or former address, if changed since last report)

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 (see General Instructions A.2. below):

☐	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) of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (~~17 CFR~~ §240.12b-2 of this chapter).

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 31.01. ~~Notice~~Entry ofinto ~~Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement.

On June 211, 2026, ~~Arrive AI Inc. (~~the “Company”) ~~received~~entered ainto ~~deficiency~~an ~~letter~~Equity Distribution Agreement (the “~~Notice~~Sales Agreement”) ~~from~~with ~~the~~Maxim ~~Listing Qualifications~~Group ~~Department of The Nasdaq Stock Market~~ LLC (“~~Nasdaq~~Maxim”) ~~notifying the Company that~~, ~~based~~to ~~upon~~sell ~~the~~shares ~~closing bid price~~ of ~~the Company’s~~its common stock, par value $0.0002 per share (the “~~Common Stock~~Shares”), having ~~for~~an ~~the~~aggregate ~~last~~offering 30price ~~consecutive~~of ~~business~~up ~~days~~to $14, ~~the~~967,247, ~~Company~~from istime ~~not~~to ~~currently~~time, inthrough ~~compliance~~an ~~with~~“at the ~~requirement~~market tooffering” ~~maintain~~program aunder which ~~minimum~~Maxim, ~~bid~~acting ~~price~~as ofsales ~~$1.00~~agent, ~~per~~will ~~share~~offer ~~for~~and ~~continued~~sell ~~listing on~~the Shares. The ~~Nasdaq~~sales, ~~Global~~if ~~Market~~any, asof ~~set~~the ~~forth~~Shares inmade ~~Nasdaq~~under ~~Listing~~the ~~Rule~~Sales ~~5450(a)(1)~~Agreement ~~(the~~will be made by any method permitted by law deemed to be an “~~Minimum~~at ~~Bid~~the ~~Price~~market ~~Requirement~~offering”) as defined in Rule 415 promulgated under the Securities Act of 1933, as amended.

The ~~Notice~~Company ~~has~~will nopay ~~immediate~~Maxim ~~effect~~a oncommission ~~the~~rate ~~continued~~equal ~~listing~~to ~~status~~2.5% of the ~~Common~~gross ~~Stock~~sales onprice from each sale of Shares. The ~~Nasdaq~~Sales ~~Global~~Agreement ~~Market,~~contains customary representations and, ~~therefore,~~warranties and conditions to the ~~Company’s listing~~sale ~~remains~~of ~~fully~~the ~~effective~~Shares.

InThe ~~accordance~~Company ~~with~~is ~~Nasdaq~~not ~~Listing~~obligated ~~Rule~~to ~~5810(c)(3)(A),~~sell ~~the~~any ~~Company~~of isthe ~~provided~~Shares aunder ~~compliance~~the ~~period~~Sales ofAgreement ~~180~~and ~~calendar~~may ~~days~~at ~~from~~any ~~the~~time ~~date~~suspend ~~of the~~sales ~~Notice,~~thereunder. orThe ~~until~~Sales Agreement ~~November~~may ~~30,~~be ~~2026,~~terminated toby ~~regain~~the ~~compliance~~Company with ~~the~~five ~~Minimum~~days’ ~~Bid~~notice ~~Price~~following ~~Requirement.~~six Tomonths ~~regain~~from ~~compliance,~~ the ~~closing bid~~date ~~price~~ of the ~~Common~~Sales ~~Stock~~Agreement, ~~must meet~~ or by ~~exceed~~Maxim ~~$1.00~~with ~~per~~five ~~share~~days’ ~~for~~notice aat ~~minimum~~any oftime, ~~ten~~or ~~consecutive~~earlier ~~business~~under ~~days~~certain ~~prior to November 30, 2026~~circumstances.

IfThe ~~the~~Shares ~~Company~~will isbe ~~not~~issued inpursuant ~~compliance~~to ~~with~~ the ~~Minimum~~Company’s ~~Bid~~shelf ~~Price~~registration ~~Requirement~~statement byon ~~November~~Form ~~30,~~S-3 ~~2026,~~(File ~~the~~No. ~~Company~~333-296392) ~~may~~filed beby ~~afforded~~the ~~a second 180~~Company ~~calendar~~with ~~day~~the ~~compliance~~SEC ~~period.~~and Todeclared ~~qualify~~effective ~~for~~by ~~this additional compliance period,~~ the ~~Company~~SEC ~~will~~on beJune ~~required~~11, to2026 ~~meet~~ (the ~~continued listing~~“Registration ~~requirement~~Statement”). ~~for~~The ~~market~~Company ~~value~~will file ofa ~~publicly~~prospectus ~~held~~supplement ~~shares~~(the ~~and~~“Prospectus ~~all~~Supplement”), ~~other~~dated ~~initial~~June ~~listing~~12, ~~standards~~2026, ~~for~~to ~~The~~the ~~Nasdaq~~Registration ~~Global~~Statement ~~Market,~~ with the ~~exception~~SEC ofin connection with the ~~Minimum~~offer ~~Bid~~and ~~Price~~sale ~~requirement~~of the Shares.

The ~~Company~~foregoing ~~intends~~description toof ~~actively monitor~~ the ~~closing~~Sales ~~bid~~Agreement ~~price~~is ofnot ~~the~~complete ~~Common Stock~~ and ~~will~~is ~~evaluate~~qualified ~~available~~in ~~options~~its toentirety ~~regain~~by ~~compliance with~~reference to the ~~Minimum~~full ~~Bid~~text ~~Price~~of ~~Requirement.~~such ~~However~~agreement, a ~~there~~copy ~~can~~of bewhich nois ~~assurance~~filed ~~that~~as ~~the~~Exhibit ~~Company~~10.1 ~~will~~to ~~regain~~this ~~compliance~~Current ~~with~~Report ~~the~~on ~~Minimum~~Form ~~Bid Price Requirement during the 180~~8-~~day~~K ~~compliance~~and ~~period,~~incorporated ~~secure~~herein aby ~~second~~reference. ~~period~~The ~~of 180 days to regain compliance~~representations, ~~or maintain compliance~~ ~~with~~warranties ~~the~~and ~~other~~covenants ~~Nasdaq~~contained ~~listing~~in ~~requirements.~~such Ifagreement ~~the~~were ~~Company~~made ~~does~~only ~~not~~for ~~regain~~purposes ~~compliance~~of ~~within~~such ~~the~~agreement ~~allotted~~and ~~compliance~~as ~~period,~~of ~~including any~~specific ~~extensions that Nasdaq grants~~date, ~~Nasdaq~~were ~~will~~solely for ~~provide~~the ~~notice~~benefit ~~that~~of the ~~Common~~parties ~~Stock will be subject~~ to ~~delisting.~~such ~~The~~agreement ~~Company~~and ~~would~~may ~~then~~ be ~~entitled~~subject to ~~appeal~~limitations ~~that~~agreed ~~determination~~upon toby athe ~~Nasdaq~~contracting ~~hearings panel~~parties.

2Item 9.01 Financial Statements and Exhibits.

~~SIGNATURE~~(d) Exhibits

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.

Exhibit		No. Description

5.1		Opinion of Lucosky Brookman LLP
10.1		Equity Distribution Agreement, dated June 11, 2026, by and between the Company and Maxim Group LLC
23.1		Consent of Lucosky Brookman LLP (included in Exhibit 5.1 hereto)
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

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

Forward-Looking Statements

3This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “aim,” “anticipate,” “approach,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “goal,” “intend,” “look,” “may,” “mission,” “plan,” “possible,” “potential,” “predict,” “project,” “pursue,” “should,” “target,” “will,” “would,” or the negative thereof and similar words and expressions. Forward-looking statements are based on management’s current expectations, beliefs and assumptions and on information currently available to us. Such statements are subject to a number of known and unknown risks, uncertainties and assumptions, and actual results may differ materially from those expressed or implied in the forward-looking statements due to known and unknown risks, uncertainties and other important factors, including, without limitation, the risks referred to under the section “Risk Factors” in the Company’s Annual Report on Form 10-K for the annual period ended December 31, 2025, as any such factors may be updated from time to time in our other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov and the investor relations section of the Arrive AI website at www.arriveai.com. All forward-looking statements speak only as of the date of this Current Report on Form 8-K and, except as required by applicable law, we have no obligation to update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Arrive AI Inc.
Dated: June 12, 2026
	By:	/s/ Daniel S. O’Toole
		Daniel S. O’Toole
		Chief Executive Officer

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