ARAI — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-05-15

• With all options, warrants, and RSUs exercised 42,471,385 13%

• With conversion of Streeterville balance at March 31 61,526,417(1) 63%

• (1)Amount assumes conversion of outstanding principal and interest as of March 31, 2026, using the conversion price calculated from the minimum ten-day volume-weighted average price on March 31, 2026.

• The share amounts shown above represent the period-end shares on a fully diluted basis. These potential issuances could materially dilute existing stockholders, particularly if conversion occurs at depressed share prices.

• Shares Issued Under Purchase Agreement and Other Shares Issued

Text removed vs the prior filing · source: 10-Q · 2025-11-14

• These potential issuances could materially dilute existing stockholders, particularly if conversion occurs at depressed share prices.

• On September 8, 2025, we announced a share repurchase program of up to $10 million of the Company’s common stock, par value $0.0002 per share, from September 8, 2025 through March 31, 2026. Repurchases may be made from time to time in the open market, through privately negotiated transactions, or un…

• The Company repurchased 9,700 shares on the open market on September 9, 2025, in multiple lots at an average price of $3.54 per share, and 10,000 shares on the open market on September 11, 2025, in multiple lots at an average price of $4.04 per share.

• On July 18, 2025, we issued 2,264 fully vested shares under the 2023 Equity Incentive Plan to a consultant. On October 6, 2025, we issued 21,876 restricted stock units under the plan to three independent directors, subject to a one-year vesting.

• Comparison of the Three Months Ended September 30, 2025, and September 30, 2024

Text added vs the prior filing · source: 10-Q · 2026-05-15

• As of the end of the period covered by this Quarterly Report on Form 10-Q, we carried out an evaluation under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our discl…

• The Company did not maintain sufficient controls to ensure the proper identification, bifurcation and fair value measurement of embedded derivatives in hybrid financial instruments, or to ensure that the effective interest method was applied over the accretion period for host debt instruments contai…

• Management has implemented remediation measures to address the material weakness discovered in connection with the preparation of our Annual Report on Form 10-K, filed on April 15, 2026, including enhancing its technical accounting review procedures for complex financial instruments, engaging additi…

• On April 15, 2026, the Company filed amended Quarterly Reports on Form 10-Q/A for the periods ended June 30, 2025 and September 30, 2025, reflecting restated financial information related to this material weakness.

• During the three months ended March 31, 2026, management implemented the corrective actions described above under “Remediation Plan for the Material Weakness.” Other than those remediation measures, no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(…

Text removed vs the prior filing · source: 10-Q · 2025-11-14

• Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer (our principal executive officer and principal financial officer, respectively), evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclo…

• Based on that evaluation of our disclosure controls and procedures as required by Rules 13a-15(b) or 15d-15(b) under the Exchange Act, as of September 30, 2025, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effect…

• No change in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) was identified in the evaluation required by Rule 13a-15(d) or 15d-15(d) under the Exchange Act during the quarter ended September 30, 2025 that has materially affected, or …

Text added vs the prior filing · source: 10-Q · 2026-05-15

• There have been no material developments in the Company’s previously disclosed legal proceedings, and no new matters occurring during the period ended March 31, 2026.

Text removed vs the prior filing · source: 10-Q · 2025-11-14

• From time to time, Arrive AI Inc. (the “Company) may be subject to various claims, lawsuits and other legal and administrative proceedings arising in the ordinary course of business. Defending such proceedings is costly and can impose a significant burden on management and employees. The results of …

• Byfield Management, Inc. and Ohrn II, Richard B v. Dronedek Corporation. This is an employment action, originally filed in the Hamilton County Court of the State of Indiana Hamilton Superior Court/File: 5 29 D05-2303-PL-002478. Orhn, working as Byfield Management, Inc., was the original chief financ…

• An initial Cease and Desist letter on Arrive AI’s trademark from Arrive Logistics was received July 19, 2023. An open, positive discussion is ongoing between counsel.

• On September 9, 2025, the Company was named as a defendant in Case No. 3:2025cv00721, pending in U.S. District Court for the Eastern District of Virginia. Plaintiffs John Doan and Jami Town claim the Company is in breach of contract for loans made to AirBox Technologies (“AirBox”). The loans were fo…

• On October 2, 2025, the Company was the plaintiff in a lawsuit Case No. 1:2025cv02026 filed in federal court in the Southern District of Indiana for misappropriation of US federal and Indiana trade secrets. The defendants are former consultants, Myron Wright, an individual, and Wright Flyer Consulti…

Text removed vs the prior filing · source: 10-Q · 2025-11-14

• Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

• While we incorporate the Risk Factors in our previous SEC filings, we note the following material updates since that filing:

• Our recent financings with Streeterville Capital involve pre-paid purchase agreements that permit the investor to acquire our common shares at a discount to market price. These arrangements may cause significant shareholder dilution and could exert downward pressure on our stock price. Certain trigg…

• Our revenues to date have been derived from a limited number of customers. In the quarter ended September 30, 2025, more than 10% of our total revenue came from a single customer. If we are unable to expand our customer base and generate recurring subscription revenue, our results of operations will…

• We have incurred substantial operating losses and had an accumulated deficit of $24.8 million as of September 30, 2025. These factors raise substantial doubt about our ability to continue as a going concern. We must raise additional capital to fund operations, and such financing may not be available…