Arrive AI Inc. filed a Form S-3 registration statement with the SEC on October 28, 2026, to register up to 1,665,382 shares of common stock for resale by a selling stockholder arising from a private placement completed under a securities purchase agreement dated October 5, 2026.

Key Highlights

  • Shares covered: Up to 1,665,382 shares of common stock, par value $0.0002 per share, are being registered for resale by the selling stockholder.
  • Composition: The registered shares consist of 384,615 shares of common stock and up to 1,280,767 warrant shares issuable upon exercise of a common stock purchase warrant.
  • Warrant terms: The Common Warrant is immediately exercisable at $0.70 per share and expires on October 5, 2031.
  • Potential cash proceeds: If the Common Warrant is exercised in full for cash, the company disclosed it would receive gross proceeds of approximately $269,231; cashless exercise would yield no cash proceeds.
  • No proceeds to company from resale: According to the filing, the company will not receive any proceeds from the selling stockholder's sale of the registered shares.
  • Stock price at filing: The last reported sale price of common stock on Nasdaq was $0.11 per share on October 26, 2026.
  • Company classification: Arrive AI Inc. is identified in the filing as a non-accelerated filer, smaller reporting company, and emerging growth company.

Arrive AI's S-3 Prospectus: Private Placement Resale Details

Arrive AI Inc. (NASDAQ:ARAI), incorporated in Nevada with principal offices at 9100 Fall View Drive, Fishers, Indiana 46037, filed a Form S-3 registration statement on October 28, 2026, covering the resale of up to 1,665,382 shares of its common stock. According to the filing, those shares were issued to a single selling stockholder in a private placement pursuant to a securities purchase agreement dated October 5, 2026.

The filing discloses that the registered shares break into two components: 384,615 shares of common stock issued directly in the private placement, and up to 1,280,767 shares of common stock issuable upon exercise of a Common Warrant on a cashless basis. The filing states the 1,280,767 figure "represents the maximum number of shares of Common Stock issuable upon exercise of the Common Warrant on a cashless basis." The Common Warrant carries an exercise price of $0.70 per share and expires five years from issuance, on October 5, 2031.

The company noted in the filing that it will bear all registration expenses other than discounts, concessions, commissions, and similar selling expenses, which are to be borne by the selling stockholder. The filing contains cautionary language noting that the company "cannot predict when, in what amounts or if the Common Warrant will be exercised for cash, and it is possible that the Common Warrant may expire and never be exercised." As of October 26, 2026, the last reported sale price of Arrive AI's common stock on Nasdaq was $0.11 per share. The filing notes that investing in the company's securities "involves significant risks" and directs prospective investors to the Risk Factors section on page 4 of the prospectus.

What Was Disclosed

Arrive AI Inc. filed an S-3 registration statement on October 28, 2026, to register 1,665,382 shares of common stock for resale by a selling stockholder, stemming from a private placement and an accompanying warrant issued under a purchase agreement dated October 5, 2026.