Arrive AI Inc.: enters PIPE for $250,000

What happened

• Arrive AI Inc. entered into a Securities Purchase Agreement with an accredited investor and closed a private placement (PIPE) on Oct 5, 2026, pursuant to which the company issued 384,615 shares of common stock and a common stock purchase warrant to purchase 384,615 shares, for an aggregate purchase price of $250,000.
• The filing states the purchase price was $0.65 per share and accompanying Common Warrant, and that the Common Warrant is immediately exercisable at $0.70 per share and expires Oct 5, 2031.

Key details

• 384,615 shares issued and a Common Warrant for 384,615 Warrant Shares; aggregate proceeds $250,000; $0.65 per Share and accompanying Common Warrant.
• Common Warrant exercisable at $0.70 per share; cashless exercise option available with a multiplier of 3.33.
• Warrant exercise limited so holder and affiliates would not beneficially own more than 4.99% after exercise, with the holder able to increase that limit up to 9.99% (increase becomes effective on the 61st day after notice).
• Company must file a registration statement on Form S-3 (or other available form) within 20 days after closing to cover resale by the purchaser; the Oct 6, 2026 press release was corrected to state the transaction was a PIPE exempt under Section 4(a)(2) and Rule 506 and that the Shares and Common Warrant were not registered when issued.

Why it may matter

• Item 1.01: entry into a material definitive agreement reporting the Purchase Agreement and the Common Warrant terms.
• Item 3.02: unregistered sales of equity securities reporting the exempt private sale of the Shares and the Common Warrant.
• Item 7.01: Regulation FD disclosure correcting the press release characterization and noting the registration filing obligation.
• The filing does not show why the insider traded or why the company acted.