UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
|
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
or
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ____________ to ____________
Commission
File Number
(Exact name of registrant as specified in its charter)
|
|
|
|
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
|
|
|
| (Address of principal executive offices) | (Zip code) |
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for at least the past 90 days.
|
|
☒ | No | ☐ |
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
|
|
☒ | No | ☐ |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer | ☐ | Accelerated filer | ☐ |
|
☒ |
| Smaller Reporting Company |
|
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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| Yes | ☐ | No |
|
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
|
|
|
|
The number of shares of the registrant’s common stock, par value $ per share, outstanding as of November 14, 2025, was .
TABLE OF CONTENTS
| - 2 - |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
CONDENSED FINANCIAL STATEMENTS
ARRIVE AI INC.
CONDENSED BALANCE SHEETS
(Unaudited)
| September 30, 2025 | December 31, 2024 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ |
|
$ |
|
||||
| Accounts receivable |
|
|||||||
| Prepaid expenses |
|
|
||||||
| Deferred offering costs |
|
|
||||||
| Investments at fair value |
|
|||||||
| Other current assets |
|
|
||||||
| Total current assets |
|
|
||||||
| LONG-TERM ASSETS | ||||||||
| Property and equipment, net |
|
|
||||||
| Right of use assets - operating leases |
|
|||||||
| Patents, net |
|
|
||||||
| Security deposit |
|
|
||||||
| Long-term assets |
|
|
||||||
| TOTAL ASSETS | $ |
|
$ |
|
||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | $ |
|
$ |
|
||||
| Accrued liabilities |
|
|
||||||
| Credit card payable |
|
|
||||||
| Current portion of operating lease liability |
|
|||||||
|
Convertible note payable,
net of discount of $
|
|
|||||||
| Current portion of note payable |
|
|
||||||
| Total current liabilities |
|
|
||||||
| NONCURRENT LIABILITIES | ||||||||
| Noncurrent portion of operating lease liability |
|
|||||||
| Note payables, net of current portion |
|
|
||||||
| Total liabilities |
|
|
||||||
| Commitments and Contingencies (See Note 13) | ||||||||
| STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Common stock, $ par value, shares authorized, issued and issued and outstanding at December 31, 2024 |
|
|
||||||
| Treasury stock, at cost, and - - shares as of September 30, 2025, and December 31, 2024 |
(
|
) | ||||||
| Additional paid-in capital |
|
|
||||||
| Subscription receivable |
(
|
) | ||||||
| Accumulated deficit |
(
|
) |
(
|
) | ||||
| Total stockholders’ equity (deficit) |
|
(
|
) | |||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ |
|
$ |
|
||||
See accompanying condensed notes to unaudited financial statements.
| - 3 - |
ARRIVE AI INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months | Nine Months | |||||||||||||||
| Ended September 30, | Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| REVENUE | $ |
|
$ | $ |
|
$ | ||||||||||
| OPERATING EXPENSES | ||||||||||||||||
| General and administrative |
|
|
|
|
||||||||||||
| Research and development |
|
|
|
|
||||||||||||
| Sales and marketing |
|
|
|
|
||||||||||||
| Total operating expenses |
|
|
|
|
||||||||||||
| OTHER INCOME (EXPENSES) | ||||||||||||||||
| Other income |
|
|
|
|
||||||||||||
| Interest expense and bank charges |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||
| Realized gain on investments |
|
|
||||||||||||||
| Unrealized loss on investments |
(
|
) |
(
|
) | ||||||||||||
| Total other income (expenses) |
(
|
) |
|
(
|
) |
|
||||||||||
| NET LOSS BEFORE TAXES |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||
| PROVISION FOR INCOME TAXES | ||||||||||||||||
| NET LOSS | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||
| NET LOSS PER SHARE: | ||||||||||||||||
| Basic and diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING: | ||||||||||||||||
| Basic and diluted | ||||||||||||||||
See accompanying condensed notes to unaudited financial statements.
| - 4 - |
ARRIVE AI INC.
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
For the Nine Months Ended September 30, 2025 and 2024 (Unaudited)
| Number of Common Shares | Common Stock ($) | Number of Treasury Shares | Treasury Stock ($) | Additional Paid-In Capital, | Subscription Receivable ($) | Accumulated Deficit ($) | Total Stockholders’ Equity (Deficit) ($) | |||||||||||||||||||||||||
| BALANCE, JANUARY 1, 2025 |
|
$ |
|
$ | $ |
|
$ |
(
|
) | $ |
(
|
) | $ |
(
|
) | |||||||||||||||||
| Issuance of common stock, net |
|
|
- |
|
|
|
||||||||||||||||||||||||||
| Issuance of common stock upon exercise of warrants, net |
|
|
- |
|
|
|||||||||||||||||||||||||||
| Issuance of common stock for deferred offering costs |
|
|
- |
|
|
|||||||||||||||||||||||||||
| Stock-based compensation |
|
|
- |
|
|
|||||||||||||||||||||||||||
| Net loss | - | - |
(
|
) |
(
|
) | ||||||||||||||||||||||||||
| BALANCE, MARCH 31, 2025 |
|
$ |
|
$ | $ |
|
$ |
(
|
) | $ |
(
|
) | $ |
|
||||||||||||||||||
| Issuance of common stock, net |
|
|
- |
|
|
|
||||||||||||||||||||||||||
| Issuance of common stock upon exercise of warrants, net |
|
|
- |
|
|
|||||||||||||||||||||||||||
| Issuance of common stock for options exercise |
|
- |
|
|
||||||||||||||||||||||||||||
| Issuance of common stock for settlement of debt |
|
|
- |
|
|
|||||||||||||||||||||||||||
| Reclassification of deferred offering costs | - | - |
(
|
) |
(
|
) | ||||||||||||||||||||||||||
| Stock-based compensation |
|
|
- |
|
|
|||||||||||||||||||||||||||
| Net loss | - | - |
(
|
) |
(
|
) | ||||||||||||||||||||||||||
| BALANCE, JUNE 30, 2025 |
|
$ |
|
$ | $ |
|
$ |
(
|
) | $ |
(
|
) | $ |
|
||||||||||||||||||
| Issuance of common stock, net | - | - |
(
|
) |
|
|
||||||||||||||||||||||||||
| Issuance of common stock for options exercise |
|
- |
|
|
||||||||||||||||||||||||||||
| Issuance of common stock for the conversion of convertible notes |
|
|
- |
|
|
|||||||||||||||||||||||||||
| Repurchase of common stock |
|
(
|
) |
(
|
) | |||||||||||||||||||||||||||
| Reclassification of deferred offering costs | - | - |
(
|
) |
(
|
) | ||||||||||||||||||||||||||
| Stock-based compensation |
|
- |
|
|
||||||||||||||||||||||||||||
| Net loss | - | - |
(
|
) |
(
|
) | ||||||||||||||||||||||||||
| BALANCE, SEPTEMBER 30, 2025 |
|
|
|
(
|
) |
|
(
|
) |
|
|||||||||||||||||||||||
| BALANCE, JANUARY 1, 2024 |
|
$ |
|
$ |
|
$ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||||||||||||||||
| Issuance of common stock, net |
|
|
- |
|
(
|
) |
|
|||||||||||||||||||||||||
| Stock-based compensation | - | - |
|
|
||||||||||||||||||||||||||||
| Net loss | - | - |
(
|
) |
(
|
) | ||||||||||||||||||||||||||
| BALANCE, MARCH 31, 2024 |
|
$ |
|
$ |
|
$ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||||||||||||||||
| Issuance of common stock and warrants for cash, net |
|
|
- |
|
|
|
||||||||||||||||||||||||||
| Stock-based compensation |
|
|
- |
|
|
|||||||||||||||||||||||||||
| Net loss | - | - |
(
|
) |
(
|
) | ||||||||||||||||||||||||||
| BALANCE, JUNE 30, 2024 |
|
$ |
|
$ |
|
$ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||||||||||||||||
| Issuance of common stock and warrants |
|
|
- |
|
(
|
) |
|
|||||||||||||||||||||||||
| Stock-based compensation - stock awards |
|
- |
|
|
||||||||||||||||||||||||||||
| Stock-based compensation - stock options | - | - |
|
|
||||||||||||||||||||||||||||
| Net loss | - | - |
(
|
) |
(
|
) | ||||||||||||||||||||||||||
| BALANCE, SEPTEMBER 30, 2024 |
|
$ |
|
$ |
|
$ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||||||||||||||||
See accompanying condensed notes to unaudited financial statements.
| - 5 - |
ARRIVE AI INC.
CONDENSED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2025 and 2024 (Unaudited)
| 2025 | 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ |
(
|
) | $ |
(
|
) | ||
| Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
| Stock-based compensation |
|
|
||||||
| Depreciation and amortization |
|
|
||||||
| Amortization of discount on convertible debt |
|
|||||||
| Amortization of issuance costs on convertible debt |
|
|||||||
| Realized gain on investments |
(
|
) | ||||||
| Unrealized depreciation on investments |
|
|||||||
| Changes in operating assets and liabilities | ||||||||
| (Increase) decrease in | ||||||||
| Accounts receivable |
(
|
) | ||||||
| Prepaid expenses |
(
|
) |
(
|
) | ||||
| Other current assets |
|
|||||||
| Increase (decrease) in | ||||||||
| Accounts payable |
|
|
||||||
| Accrued liabilities |
|
|
||||||
| Credit card payable |
|
(
|
) | |||||
| Net cash used in operating activities |
(
|
) |
(
|
) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Construction in progress |
(
|
) | ||||||
| Proceeds from sales of investments |
|
|||||||
| Purchase of investments |
(
|
) | ||||||
| Net cash used in investing activities |
(
|
) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from sale of common stock, net |
|
|
||||||
| Purchase of treasury stock |
(
|
) | ||||||
| Proceeds from the exercise of warrants, net |
|
|||||||
| Repayments of note payables |
(
|
) |
(
|
) | ||||
| Proceeds from issuance of convertible debt |
|
|||||||
| Deferred offering costs |
(
|
) |
(
|
) | ||||
| Net cash provided by financing activities |
|
|
||||||
| NET INCREASE (DECREASE) IN CASH |
|
(
|
) | |||||
| CASH, BEGINNING OF PERIOD |
|
|
||||||
| CASH, END OF PERIOD | $ |
|
$ |
|
||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||||||
| Cash paid for: | ||||||||
| Interest | $ |
|
$ |
|
||||
| Income taxes | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF NONCASH INFORMATION | ||||||||
| Common stock issued as payment of offering costs | $ |
|
$ | |||||
| Common stock issued as settlement of legal expenses | $ |
|
$ | |||||
| Conversion of notes payable to common stock | $ |
|
$ | |||||
| Deferred offering costs recognized as additional paid-in capital | $ |
|
$ | |||||
| Cashless exercise of stock options | $ |
|
$ | |||||
See accompanying condensed notes to unaudited financial statements.
| - 6 - |
ARRIVE AI INC.
CONDENSED NOTES TO FINANCIAL STATEMENTS
For the nine months ended September 30, 2025
(Unaudited)
| 1. | NATURE OF OPERATIONS |
Arrive AI Inc. (the Company) was incorporated on April 30, 2020, in the State of Delaware as Dronedek Corporation. On July 27, 2023, Dronedek Corporation changed its name to Arrive Technology Inc. On September 27, 2024, Arrive Technology Inc. changed its name to Arrive AI Inc. The Company is a developmental technology company with a focus on designing and implementing a commercially viable smart mailbox for drone, robotic and human package receiving and storage.
The Company is subject to a number of risk similar to those of other companies of similar size in its industry, including, but not limited to, the need for successful development of products, the need for additional capital (or financing) to fund operating losses, competition from substitute products and services from larger companies, protection of proprietary technology, patent litigation, dependence on key individuals, and risks associated with changes in information technology.
| 2. | SIGNIFICANT ACCOUNTING POLICIES |
Basis of Accounting
The financial statements (unaudited) have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP) and with the instructions to Form 10-Q of Regulation S-K. These unaudited financial statements should be read in conjunction with the Company’s audited financial statements and related notes thereto for the year ended December 31, 2024. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the fiscal year ended December 31, 2024, have been omitted.
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment and makes adjustments when facts and circumstances dictate. These estimates are based on information available as of the date of the financial statements; therefore, actual results could differ from those estimates.
| - 7 - |
ARRIVE AI INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
| 2. | SIGNIFICANT ACCOUNTING POLICIES (Continued) |
Concentration of Credit Risk
The
Company maintains its cash balances at two financial institutions. The accounts are insured by the Federal Deposit Insurance Corporation
(FDIC) up to a specified limit. The Company’s balances at the financial institutions periodically exceed federally insured limits.
At September 30, 2025 and December 31, 2024, the Company’s uninsured cash balances totaled approximately $
Management believes that the Company is not exposed to any significant risk concerning its cash balances. To date, the Company has not recognized any losses caused by uninsured balances.
Accounts Receivable and Allowance for Credit Losses
Accounts receivable are customer obligations due under normal trade terms, which are typically due upon receipt of the invoice. Credit is extended based on evaluation of a customer’s financial condition and collateral is not required. Accounts receivable are stated at amounts due from customers net of an allowance for credit losses. The Company recognizes an allowance for expected credit losses at each balance sheet date. This estimate is derived from a review of the Company’s historical losses based on the aging of receivables. Receivables with similar risk characteristics are pooled for the estimation of expected credits losses. Management adjusts its historical estimate based on its assessment of current conditions, reasonable and supportable forecasts regarding future events, and any other factors deemed relevant by the Company. At each reporting date, the Company updates its estimate of expected credit losses to reflect any changes in credit risk since the receivable was initially recorded.
The Company writes off receivables when there is information that indicates the debtor is facing significant financial difficulty and there is no possibility of recovery. If any recoveries are made from any accounts previously written off, they will be recognized in earnings in the year of recovery, in accordance with the entity’s accounting policy election. The Company has not incurred material write-offs as a whole for the nine months ended September 30, 2025. Based upon the information available, no allowances for credit losses has been recorded as the Company believes the balance is fully collectable.
Property and Equipment
The property and equipment is recorded at cost. The Company’s policy is to depreciate the cost of the property and equipment using the straight-line method over the estimated useful life of the asset. The costs of maintenance and repairs are charged to expense when incurred (none noted in the current or prior year as it relates to vehicles). The useful life of the property and equipment for purposes of computing depreciation is:
| Useful Life | |
| Vehicles and Equipment |
|
| - 8 - |
ARRIVE AI INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
| 2. | SIGNIFICANT ACCOUNTING POLICIES (Continued) |
Intangible Assets – Patents
The
Company capitalizes external costs, such as filing fees, registration documentation, and attorney fees associated with the application
and issuance of patents. The Company expenses costs associated with maintaining and defending patents subsequent to issuance in the period
incurred. The Company amortizes capitalized patent costs for internally generated patents on a straight-line basis over
Impairment of Long-Lived Assets
Intangibles and other long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of any long-lived asset may not be fully recoverable. In the event that facts and circumstances indicate that the carrying amount of any long-lived assets may be impaired, an evaluation of recoverability is performed. If an evaluation was required, the estimated future undiscounted cash flows associated with the asset (or group of assets) would be compared to the assets’ (or group of assets’) carrying amount to determine if a write-down to fair value is required on the basis of the assets’ associated undiscounted cash flows.
The Company has three types of long-lived assets: property and equipment, including operational Arrive Point units, vehicles, office equipment, and aerial drones; construction-in-progress (CIP), and intangible patent assets including those acquired by the acquisition of Airbox Technology in 2023. The vehicles and drone hexacopter were evaluated for impairment, and no impairments were considered necessary as of September 30, 2025.
The
Company acquired three “Gen 3” (or “AP3”) Arrive Point units in December 2024, and four in April 2025. These
units are recorded as construction in progress until they are placed into service. Six units have been delivered to customer sites, four
of which have been placed into revenue service and are being depreciated on a straight-lined basis over two years. One unit not yet entered
into service was damaged beyond repair. An impairment loss of $
| - 9 - |
ARRIVE AI INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
| 2. | SIGNIFICANT ACCOUNTING POLICIES (Continued) |
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers . Revenue is derived from consulting and implementation services provided to clients and recurring subscription services for access to the Arrive Point network. Revenue is recognized over time as services are performed, based on the transfer of control to the customer. Contracts are typically short-term in nature and do not contain significant variable consideration or multiple performance obligations.
Disaggregated revenue as of the three and nine months ended September 30, 2025 is as follows:
| Three Months | Nine Months | |||||||
| Ended September 30 | Ended September 30 | |||||||
| Revenue source | ||||||||
| Consulting services | $ | $ |
|
|||||
| Installation services |
|
|
||||||
| Subscription fees |
|
|
||||||
| TOTAL REVENUE | $ |
|
$ |
|
||||
| Timing of Revenue Recognition | ||||||||
| Services transferred over time | $ |
|
$ |
|
||||
| Services transferred at a point in time |
|
|
||||||
| TOTAL REVENUE | $ |
|
$ |
|
||||
The Company did t generate revenue during the three and nine months ended September 30, 2024.
Various economic factors affect the recognition of revenue and cash flows including availability of skilled labor and prompt payment by customers. The Company did not generate revenue during the three or nine months ended September 30, 2024. As such, no comparative disaggregation is presented for that period.
Contract Balances
The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) on the balance sheet. The Company may request advances or deposits from customers before revenue is recognized, which results in contract liabilities. These contract liabilities are released as the performance obligations are satisfied.
| - 10 - |
ARRIVE AI INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
| 2. | SIGNIFICANT ACCOUNTING POLICIES (Continued) |
Contract Balances (continued)
As of September 30, 2025, there were no such liabilities or contract assets included within the balance sheet. The beginning and ending contract balances were as follows:
| September 30, 2025 | January 1, 2025 | |||||||
| Accounts receivable | $ |
|
$ | |||||
Significant Judgments and Estimates
There are no significant judgments involved in the recognition of revenue from the services provided by the Company.
Equity Financing
The Company engages in equity financing transactions to obtain the funds necessary to continue operations and develop a commercially viable drone delivery system. These equity financing transactions involve the issuance of common stock and may include equity warrants.
Equity warrants are instruments that bestow upon the holder of the instrument the right to buy a particular stock at a predetermined price within a stipulated time frame. Under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 480, the Company classified the warrants as equity instruments.
Depending on the terms and conditions of each equity financing transaction, the warrants are exercisable into additional common shares at an agreed-upon price, as defined in the Stock and Warrant Purchase Agreement (“the agreement”) prior to the expiration of the warrants as stipulated by the terms of the transaction in the agreement.
The shares eligible for issuance under the outstanding warrants were registered under the Securities Act of 1933 on July 28, 2025.
Treasury Stock
In
September 2025, the Board of Directors authorized the Company to repurchase shares of common stock. The Company repurchased
shares
for $
| - 11 - |
ARRIVE AI INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
| 2. | SIGNIFICANT ACCOUNTING POLICIES (Continued) |
The Company follows FASB ASC 260, “Earnings per Share,” resulting in the presentation of basic and diluted earnings per share. Because the Company reported a net loss for the three and nine months ended September 30, 2025 and 2024, common stock equivalents, including stock options and warrants were anti-dilutive; therefore, the amounts reported for basic and dilutive loss per share were the same. See footnotes 16 and 17 for the details on these instruments.
Comprehensive Loss
The Company follows FASB ASC 220.10, “Reporting Comprehensive Income (Loss).” Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Company has no items of other comprehensive loss, comprehensive loss is equal to net loss.
Offering Costs
The
Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A -
Expenses
of Offering
. During the three and nine months ended September 30, 2025, the Company recognized $
During
the nine months ended September 30, 2025, the Company raised gross proceeds of $
The remaining deferred offering costs are included as current asset on the balance sheet and will be recognized as a reduction to additional paid-in capital upon completion of the related equity offerings.
Research and Development
Research and development (R&D) costs, that do not meet the criteria for capitalization are expensed as incurred. Research and development expenses include fees paid to outside consultants for the Company’s proprietary technology.
| - 12 - |
ARRIVE AI INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
| 2. | SIGNIFICANT ACCOUNTING POLICIES (Continued) |
Research and Development (Continued)
For
the three and nine months ended September 30, 2025, and 2024, the Company had R&D costs totaling $
Marketing Expenses
The Company uses various marketing methods to create brand awareness to promote and alert the public about future product and service offerings to generate future capital or revenue when a viable product is created. The Company’s policy is to charge marketing costs to expenses in the period they are incurred.
Marketing
expenses were $
The Company measures and records the expense related to stock-based payment awards based on the fair value of those awards as determined on the date of the grant. The Company recognizes stock-based compensation expense over the requisite service period of the individual grant, generally equal to the vesting period, and uses the straight-line method to recognize stock-based compensation, as applicable. For stock-based compensation with performance conditions, the Company records compensation expenses when the performance condition is met. The Company uses the Black-Scholes model to estimate the fair value of stock options and forfeitures are accounted for when incurred.
The average fair value of one (1) share of the Company’s common stock was determined to be $ for the period of January 1, 2025 to May 15, 2025 and $ as of December 31, 2024. On May 15, 2025, the Company completed its initial public offering and its common stock began trading on the Nasdaq Stock Exchange. Subsequent to May 15, 2025, the price of the Company’s common stock was determined by the Nasdaq daily closing stock price.
Prior to May 15, 2025, the fair value of common stock is based on the prior Company’s transaction method. The prior company transaction method utilizes actual transactions in the Company’s non-controlling, non-marketable private company equity interests. Therefore, the result is reflective of a non-controlling, non-marketable private company value and no discount for lack of control or marketability was considered necessary in the application of this methodology. As part of this methodology, there are a number of limiting assumptions, however, management believes it appropriately represents the fair market value indication for one (1) share of the Company’s common stock. Since, prior to May 15, 2025, the Company’s stock was not publicly traded, the expected volatility is based on the historical and implied volatility of similar companies whose stock or option prices are publicly available, after considering the industry, stage of the life cycle, size, market capitalization, and financial leverage of the other companies.
| - 13 - |
ARRIVE AI INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
| 2. | SIGNIFICANT ACCOUNTING POLICIES (Continued) |
Income Taxes
There is income tax benefit for the losses for the three and nine months ended September 30, 2025 and 2024 since management has determined that the realization of the net deferred tax asset is not assured and has created a valuation allowance for the entire amount of such benefits.
The
Company’s policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the
statement of operations. As of January 1, 2025, the Company had
With few exceptions, the U.S. and state income tax returns filed for the tax years ending on December 31, 2021 and thereafter are subject to examination by the relevant taxing authorities. Net operating loss (NOL) carryforwards are subject to examination in the year they are utilized regardless of whether the tax year in which they are generated has been closed by the statute. The amount subject to disallowance is limited to the NOL utilized. Accordingly, the Company may be subject to examination for prior NOLs generated as such NOLs are utilized.
Fair Value of Financial Instruments
The carrying value of the Company’s short-term financial instruments such as cash, accounts receivable, prepaid expenses, accounts payable and accrued expenses approximate their fair values because of their short maturities. The estimated fair value of the Company’s debt approximates the carrying value due to the interest rates on the debt approximating current market interest rates.
Recently Adopted Accounting Standard
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires incremental disclosures about reportable segments but does not change the definition of a segment or the guidance for determining reportable segments. The requirements are effective for annual reporting periods beginning on January 1, 2024, and are required to be applied retrospectively. The Company has adopted the additional disclosure requirements under ASU 2023-07. The additional requirements did not have a material impact on the financial statements.
| - 14 - |
ARRIVE AI INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
| 2. | SIGNIFICANT ACCOUNTING POLICIES (Continued) |
Recently Issued Accounting Standard Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, ASC Subtopic “Disaggregation of Income Statement Expenses (ASC 220-40): Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures”. The amendments require additional disclosure of the nature of expenses included in the income statement. The amendments in this update are effective for public business entities for fiscal years, beginning after December 15, 2026. Early adoption is permitted. The Company is currently assessing the impact of the adoption of this standard on its financial statements.
| 3. | SEGMENT REPORTING |
The Company’s principal business is described in Note 1. The Company has determined that it operates in a single operating and reportable segment. The Company’s Chief Financial Officer is designated as the chief operating decision maker (“CODM”). The CODM evaluates the business as a whole and does not receive discrete financial information for separate business units. The CODM is responsible for evaluating financial results and making resource allocation decisions.
Significant Segment Expenses
The Company considers the following as significant expenses in evaluating its segment performance:
| ● | Research and Development: Includes costs related to materials and supplies, prototype hardware development, and third-party consulting costs. | |
| ● | General and Administrative: Includes personnel costs, contractor expenses, and other overhead expenses. | |
| ● | Legal and Professional Fees: Includes the cost of legal services to expand and maintain the Company’s patent portfolio, fees associated with various business transactions, and compliance with regulatory requirements. |
Entity-Wide Disclosures
| ● |
Geographic
Revenue Information: For both the three and nine months ended September 30, 2025,
|
|
| ● |
Major
Customers: The Company has one customer that accounted for
|
The Company did t generate revenue during the three and nine months ended September 30, 2024.
| - 15 - |
ARRIVE AI INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
| 4. | GOING CONCERN |
The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustment relating to recoverability and classification of recorded amounts of assets and liabilities that might be necessary if the Company is unable to continue as a going concern.
The
Company has a minimum cash balance available for payment of ongoing operating expenses. As of September 30, 2025, the Company has an
accumulated deficit of $
The Company’s continued existence is dependent upon its ability to continue to execute its operating plan and to obtain additional debt or equity financing. There can be no assurance that the necessary debt or equity financing will be available or will be available on terms acceptable to the Company. These financial statements do not include any adjustments that might result from the Company’s inability to continue as a going concern
| 5. | FAIR VALUE MEASUREMENTS |
The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”) which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.
ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:
Level 1 — Quoted prices in active markets for identical assets or liabilities
Level 2 — Quoted prices for similar assets and liabilities in active markets or inputs that are observable
Level 3 — Inputs that are unobservable (for example, cash flow modeling inputs based on assumptions)
| - 16 - |
ARRIVE AI INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
| 5. | FAIR VALUE MEASUREMENTS (Continued) |
The following table sets forth by level, within the fair value hierarchy, the Company’s assets at fair value as of September 30, 2025:
| Fair Value of September 30, 2025 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Money market funds | $ | $ |
|
$ | $ |
|
||||||||||
| Common stock and Mutual funds |
|
|
||||||||||||||
| TOTAL INVESTMENTS AT FAIR VALUE | $ |
|
$ |
|
$ | $ |
|
|||||||||
| 6. | PROPERTY AND EQUIPMENT |
Property and equipment consist of the following:
|
September 30, 2025 |
December 31, 2024 |
|||||||
| Vehicles | $ |
|
$ |
|
||||
| Equipment |
|
|
||||||
| Construction in progress |
|
|
||||||
| Total property and equipment |
|
|
||||||
| Less: accumulated depreciation |
(
|
) |
(
|
) | ||||
| TOTAL PROPERTY AND EQUIPMENT, NET | $ |
|
$ |
|
||||
For
the three and nine months ended September 30, 2025 and 2024, total depreciation expense was $
| 7. | PREPAID EXPENSES |
Prepaid expenses and other current assets consist of the following:
|
September 30, 2025 |
December 31, 2024 |
|||||||
| Prepaid payroll wages | $ |
|
$ |
|
||||
| Prepaid insurance |
|
|
||||||
| Prepaid software and other |
|
|
||||||
| TOTAL PREPAID EXPENSES | $ |
|
$ |
|
||||
| - 17 - |
ARRIVE AI INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
| 8. | LEASES |
The Company leases ground robots from a third-party, which are implemented in customer solutions. The robots are used on delivery routes to transport goods between Arrive Point units.
At the inception of a contract, the Company assesses whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the term, and (3) whether the Company has the right to direct the use of the asset. The Company allocates the consideration in the contract to each lease and non-lease component based on the component’s relative stand-alone price to determine the lease payments. Lease and non-lease components are accounted for separately.
Leases are classified as either finance leases or operating leases based on criteria in Topic 842. The Company has operating leases which are generally comprised of distinctly identified assets (ground robots) whereby the Company derives all economic benefits through customer contracts for use of the service through the term of the contract. The Company may elect to purchase the assets for a residual value at the end of the lease term.
At lease commencement, the Company records a lease liability equal to the present value of the remaining lease payments, discounted using the rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. A corresponding right-of-use asset (“ROU asset”) is recorded, measured based on the initial measurement of the lease liability. ROU assets also include any lease payments made and exclude lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.
Lease expense for operating leases, consisting of lease payments, is recognized on a straight-line basis over the lease term. Included in lease expense are any variable lease payments incurred in the period that were not included in the initial lease liability. Lease expense for finance leases consists of the amortization of the ROU asset on a straight-line basis over the shorter of the useful life of the asset or the lease term, and interest expense is calculated using the effective interest rate method.
The following is a summary of the lease cost recognized in the Company’s consolidated statement of operations:
| Operating Leases |
Three months ended September 30, 2025 |
Nine months ended September 30, 2025 |
||||||
| Lease cost in general and administrative expense | ||||||||
| Operating lease expense | $ |
|
$ |
|
||||
|
Total lease cost in general and administrative
expense
|
$ |
|
$ |
|
||||
| - 18 - |
ARRIVE AI INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
| 8. | LEASES (Continued) |
The following is a summary of the impact of the Company’s leases on the statements of cash flows:
|
Three months ended September 30, 2025 |
Nine months ended September 30, 2025 |
|||||||
| Leasing activity in cash flows from operating activities | ||||||||
| Operating leases | $ |
|
$ |
|
||||
| Total leasing activity in cash flows from operating activities | $ |
|
$ |
|
||||
The
weighted-average remaining lease term in years and weighted-average discount rate for operating leases at September 30, 2025 is
The future minimum lease payments required under the Company’s leases as of September 30, 2025 are as follows:
| Future minimum lease payments | ||||
| 2025 | $ |
|
||
| 2026 |
|
|||
| Toal future minimum lease payments |
|
|||
| Less: Amount representing interest |
(
|
) | ||
| Present value of lease liabilities |
|
|||
| Less: current portion |
(
|
) | ||
| Long-term portion | $ |
|
| 9. | DEFERRED OFFERING COSTS |
Pursuant
to ASC 340-10-S99-1, costs directly attributable to an offering of equity securities are deferred and would be charged against the gross
proceeds of the offering. Deferred offering costs consist of underwriting, legal, accounting, and other expenses incurred through the
balance sheet date that are directly related to the proposed public offering. The Company’s registration statement was declared
effective and the stock began trading on May 15, 2025. During the three months ended March 31, 2025, the Company issued
shares
of common stock in exchange for investment banking advisory services with a fair value of $
| - 19 - |
ARRIVE AI INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
| 10. | PATENTS, NET |
Patents consist of the following:
|
September 30, 2025 |
December 31, 2024 |
|||||||
| Patents | $ |
|
$ |
|
||||
| Less: accumulated amortization |
(
|
) |
(
|
) | ||||
| TOTAL PATENTS | $ |
|
$ |
|
||||
As
of September 30, 2025, six of the Company’s fifty-seven international patents were issued and began being amortized over
| 11. | NOTE PAYABLE |
Note payable consists of the following:
|
September 30, 2025 |
December 31, 2024 |
|||||||
|
Vehicle note
payable for $
|
$ |
|
$ |
|
||||
| Less current portion |
(
|
) |
(
|
) | ||||
| LONG-TERM PORTION | $ |
|
$ |
|
||||
The balance of the above debt matures as follows:
|
Twelve Months
Ending
September 30, |
Amount | |||
| 2026 | $ |
|
||
| 2027 |
|
|||
| TOTAL | $ |
|
||
Interest
expense related to this note payable for the three and nine months ended September 30, 2025 and 2024, was $
| - 20 - |
ARRIVE AI INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
| 12. | CONVERTIBLE NOTE PAYABLE |
On
March 21, 2025, the Company issued a convertible promissory note with a face amount of $
|
September 30, 2025 |
December 31, 2024 |
|||||||
| March 21, 2025 issuance | $ |
|
$ | |||||
| August 11, 2025 issuance |
|
|||||||
| Discount |
(
|
) | ||||||
| Issuance costs |
(
|
) | ||||||
| Amortization of discount and issuance costs |
|
|||||||
| Conversion of note |
(
|
) | ||||||
| TOTAL BALANCE | $ |
|
$ | |||||
During
the three months ended September 30, 2025, Streeterville converted $
| 13. | COMMITMENTS AND CONTINGENCIES |
Lease Obligation
Effective
April 1, 2024, the Company expanded its leased office space. The new term is
| - 21 - |
ARRIVE AI INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
| 13. | COMMITMENTS AND CONTINGENCIES (Continued) |
Lease Obligation (Continued)
FASB ASU No. 2016-02, Topic 842, Leases, allows companies to elect certain policies for short-term leases. The Company has elected not to recognize right-of-use assets and lease liabilities arising from short-term leases with an initial term of 12 months or less.
Litigation
On September 9, 2025, John Doan and Jami Town named the Company as a defendant in Case No. 3:2025cv00721, pending in U.S. District Court for the Eastern District of Virginia. Doan and Town claim the Company is in breach of contract for loans made to AirBox. The loans were extended to AirBox before the Company purchased its assets in 2023. The Company explicitly acquired only the assets of AirBox and therefore does not believe it is liable for any of its previous liabilities. The Company has filed for removal from the claim. The plaintiffs have filed to have the case remanded to Virginia state court, where it was originally filed on August 13, 2025. Since this matter is still in its initial stages, the Company is unable to predict the outcome at this time.
From time to time, the Company may become involved in various legal proceedings in the ordinary course of its business and may be subject to third-party infringement claims. In the normal course of business, the Company may agree to indemnify third parties with whom it enters into contractual relationships, including customers, lessors, and parties to other transactions with the Company, with respect to certain matters.
The Company has agreed, under certain conditions, to hold these third parties harmless against specified losses, such as those arising from a breach of representations or covenants, other third-party claims that the Company’s products, when used for their intended purposes, infringe the intellectual property rights of such other third parties, or other claims made against certain parties. It is not possible to determine the maximum potential amount of liability under these indemnification obligations due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances that are likely to be involved in each particular claim.
| 14. | RELATED-PARTY TRANSACTIONS |
On
May 26, 2020, the Company entered into a three year agreement with a stockholder of the Company for the use of a patent. Beginning June
1, 2020, the Company began paying the stockholder a monthly license fee of $
| - 22 - |
ARRIVE AI INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
| 14. | RELATED-PARTY TRANSACTIONS (Continued) |
On March 10, 2025, the Company entered into the second amendment to the Exclusive Patent License Agreement of May 26, 2020. The Second Amendment extends the license to perpetuity, covering the full term and life of the patents, and cures in the event of default. The Second Amendment also removes prior restrictions on the Company’s use, sale, or commercialization of the technology after termination, permitting the sale of remaining inventory for up to 90 days post-termination, provided all required reports and payments are made under the Agreement.
| 15. | STOCKHOLDERS’ EQUITY |
Common Stock
As of April 30, 2020 (date of incorporation), the Company had shares of common stock, with a par value of $ , authorized and available to issue for purposes of satisfying any future transactions. No other class of stock has been authorized or is available for issuance.
Effective
September 15, 2021, the Company authorized a
During the nine months ended September 30, 2025, the Company issued shares of common stock as follows:
| a) |
shares with accredited investors in exchange for cash of $
|
|
| b) |
shares with an accredited investor in exchange for cash of $
|
|
| c) |
warrants exercised, for
shares in exchange for cash of $
|
|
| d) |
shares issued through a crowdfunding campaign with other investors in exchange for net cash
of $
|
|
| e) |
shares issued to employees and consultants, recognized as compensation expense, fair valued
at $
per share, for a total fair value of $
|
|
| f) |
shares issued to employees or consultants via stock awards, recognized as compensation expense,
for a total of $
|
|
| g) | shares issued for the cashless exercise of vested options under the 2023 equity incentive plan, for a total of $ , fair value based on the Company’s closing stock price on the day the shares were exercised. |
| - 23 - |
ARRIVE AI INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
| 15. | STOCKHOLDERS’ EQUITY (Continued) |
Common Stock (Continued)
| h) |
shares issued to a consultant via stock awards, recognized as deferred offering costs, fair
valued at $
per share, for a total of $
|
|
| i) |
shares issued with a consultant as settlement of legal expenses incurred in prior periods,
fair valued at $
per share, for a total of $
|
|
| j) |
shares issued, with a fair value of $
|
,
Share Repurchase Program
On
September 8, 2025, the Company announced a new share repurchase program (the “Repurchase Program”), pursuant to which the
Company may purchase up to $
Share repurchases under the Repurchase Program may be made from time to time through various means, including open market purchases, privately negotiated transactions, and/or pursuant to Rule 10b5-1 trading plans, in each case in accordance with Rule 10b-18 under the Securities Exchange Act of 1934. The timing, volume, and nature of share repurchases pursuant to the Repurchase Program are at the discretion of management and may be suspended or discontinued at any time. Shares repurchased under the Repurchase Program are held for sale and are included in the category of treasury stock.
| Three and nine months ended September 30, 2025 | ||||
| Total number of shares repurchased |
|
|||
| Amount repurchased | $ |
|
||
| Average price per share | $ |
|
||
Share
repurchases for the three months ended September 30, 2025 were made on the open market subject to regulatory constraints. As of September
30, 2025, the Company had approximately $
| - 24 - |
ARRIVE AI INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
| 16. | WARRANTS |
The following table summarizes the warrants outstanding as of September 30, 2025:
| Warrants Outstanding | Weighted Average Exercise Price | Weighted Average Grant Date Fair Value | Weighted Average Remaining Contractual Term (years) | Aggregate Intrinsic Value | ||||||||||||||||
| BALANCE, DECEMBER 31, 2024 |
|
$ |
|
$ |
|
|
$ |
|
||||||||||||
| Granted |
|
|
|
|
||||||||||||||||
| Exercised |
(
|
) |
|
|
- | - | ||||||||||||||
| Cancelled/Expired |
(
|
) |
|
|
- | - | ||||||||||||||
| BALANCE, SEPTEMBER 30, 2025 |
|
$ |
|
$ |
|
|
$ | |||||||||||||
The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $ for the Company’s common shares on September 30, 2025 and the closing stock price of $ for the Company’s common shares on December 31, 2024.
| 17. | EQUITY INCENTIVE PLAN |
The
Company created the 2023 Equity Incentive Plan (the Plan) on April 27, 2023, under which shares of common stock became available for
issuance not to exceed
| - 25 - |
ARRIVE AI INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
| 17. | EQUITY INCENTIVE PLAN (Continued) |
| Share Options Outstanding | Weighted Average Exercise Price | Weighted Average Grant Date Fair Value | Weighted Average Remaining Contractual Term (years) | Aggregate Intrinsic Value | ||||||||||||||||
| BALANCE, DECEMBER 31, 2024 |
|
$ |
|
$ |
|
|
$ |
|
||||||||||||
| Granted | - | |||||||||||||||||||
| Exercised |
(
|
) |
|
|
- | - | ||||||||||||||
| Canceled/Expired |
(
|
) |
|
|
- | |||||||||||||||
| BALANCE, SEPTEMBER 30, 2025 |
|
$ |
|
$ |
|
|
$ |
|
||||||||||||
| EXERCISABLE, SEPTEMBER 30, 2025 |
|
$ |
|
$ |
|
|
$ |
|
||||||||||||
|
Nonvested
Share Options |
Weighted Average Exercise Price | Weighted Average Grant Date Fair Value | Weighted Average Remaining Contractual Term (years) | Aggregate Intrinsic Value | ||||||||||||||||
| BALANCE, DECEMBER 31, 2024 |
|
$ |
|
$ |
|
|
$ |
|
||||||||||||
| Vested |
(
|
) |
|
|
|
|
||||||||||||||
| Canceled/Expired |
(
|
) |
|
|
- | - | ||||||||||||||
| BALANCE, SEPTEMBER 30, 2025 |
|
$ |
|
$ |
|
|
$ |
|
||||||||||||
The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying share options and the closing stock price of $ for the Company’s common shares on September 30, 2025 and the closing stock price of $ for the Company’s common shares on December 31, 2024.
| - 26 - |
ARRIVE AI INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
| 17. | EQUITY INCENTIVE PLAN (Continued) |
There were options granted during the nine months ended September 30, 2025. As of September 30, 2025, there was $ unrecognized compensation expense related to nonvested stock options to be recognized through June 30, 2028. Total compensation expense related to stock options during the three and nine months ended September 30, 2025 and September 30, 2024 was $ and $ and $ and $ , respectively. During the nine months ended September 30, 2025 there were options exercised in a cashless exchange for shares.
Additionally, fully vested stock awards of and shares were issued under the Plan to employees during the three and nine months ended September 30, 2025 resulting in compensation expense of $ and $ , respectively.
| 18. | RESEARCH AND DEVELOPMENT TAX CREDITS |
The Company qualifies as a small business under Internal Revenue Code Section 41(h) and has elected to apply a portion of its federal research and development (R&D) credit against the employer portion of Social Security payroll taxes, in accordance with IRS Form 6765.
As
of September 30, 2025, the Company had $
19. SUBSEQUENT EVENTS
On
October 1, 2025, the Company signed a new five-year lease agreement for office space in Fishers Indiana. The lessor and building
owner is a related party owned by the Company’s CEO Dan O’Toole. Under the triple-net lease, the Company is responsible
for monthly rent expense plus taxes, insurance and common area maintenance. The lease term is October 1, 2025 through September 30,
2030, with a monthly rent payment of $
On October 2, 2025 the Company was the plaintiff in a lawsuit filed in federal court in the Southern District of Indiana for misappropriation of trade secrets. Taft, Stettinius & Hollister, LLP is representing the Company in the matter. Since this matter is still in its initial stages, the Company is unable to predict the outcome at this time.
On
October 6, 2025, the Company awarded
restricted stock units with a fair value of $
| - 27 - |
Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations
The following discussion and analysis is intended as a review of significant factors affecting our financial condition and results of operations for the periods indicated. The discussion should be read in conjunction with our unaudited financial statements and the notes presented herein included in this Form 10-Q and the audited financial statements and the other information set forth in the Prospectus that forms a part of our Registration Statement on Form S-1 (File No. 333-284042) which was filed with the Securities and Exchange Commission on December 23, 2024 and amended on Form S-1/A on May 13, 2025. In addition to historical information, the following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties.
Company Overview
Arrive AI pioneered the smart mailbox for drone deliveries, evolving into a leader in the Autonomous Last Mile (“ALM”). Today, we are transforming last-mile logistics by enabling secure, seamless exchanges between drones, robots, and people. Our mission is to connect these systems through a universal ALM network of Arrive Points™—smart lockers and mini-cross-docks—powered by an AI-driven ALM platform. This network unlocks exceptional efficiency, accelerating adoption in medical, retail, e-commerce, and beyond, making Arrive AI the intelligent choice for the final inch of automated delivery.
Our patented Arrive Points™ deliver a smart, secure, and seamless solution for automated last-mile delivery. These innovative docks streamline exchanges by eliminating manual intervention and technical barriers, ensuring efficient data validation and synchronization. With robust security, precise tracking, and support for diverse goods—including temperature-controlled options for food and medicine—Arrive Points enhance chain of custody and product integrity. By bridging physical and digital interfaces, they are paving the way for scalable, fully autonomous delivery networks.
We expect to have three primary revenue streams:
1. The Company is currently generating revenue through subscription services for Arrive Points, along with installation, support, and infrastructure agreements with customers. We provide our ALM access points to both businesses and consumers through monthly and annual subscription fees. This turnkey service includes hardware, software, support, maintenance, installation/uninstallation, and financing for long-term deployed assets. In Q4 of 2024 we installed third-generation Arrive Points (“AP3” units), which began revenue operation in 2025.
2. Data monetization via models and insights generated by machine learning and artificial intelligence (“ML” and “AI”). Machine learning facilitates our systems’ ability to learn and improve from experience using data patterns, while artificial intelligence encompasses broader capabilities and models to simulate human intelligence and decision-making. We plan to use both technologies distinctly:
a. Machine learning: Primarily deployed in our fourth and fifth-generation Arrive Points (“AP4” and “AP5” units) for local IoT (Internet of Things) data processing, edge computing (inferencing) for environment and transactional models, and interactions models for drones and robots.
b. Artificial intelligence: Used more broadly to analyze and derive insights from our network’s transactional and environmental data through complex AI models, but we will also leverage foundational AI models like ChatGPT or LAMA for device-based human interactions.
3. ALM Marketplace. Our network of Arrive Points, the supporting software and AI plus ML, collectively create a platform that is intended to provide valuable services and insights to all stakeholders in the ALM ecosystem. For example, our automated delivery marketplace (“ADM”) will use a Google-AdSense-like market to help prioritize and optimize high-demand access schedules and space availability for our access point network. This platform will provide a broad array of critical functions for the ALM ecosystem including arrival/departure scheduling, space optimization, smart delivery notifications, micro weather conditions, local restrictions, transactional status updates, and automation issues/obstacles. These advanced capabilities will be introduced in our AP5 development and pilot program currently in development.
We differentiate ourselves through a comprehensive, integrated solution:
● Universal Compatibility: Our multi-generational Arrive Points (AP3, AP4, AP5) are being developed for universal support of all drone and robotic delivery systems, overcoming a major hurdle for widespread ALM adoption.
● End-to-End Solution: We combine advanced hardware with a powerful software platform and AI/ML capabilities, offering a complete ecosystem for automated exchange.
● Early Market Penetration: We have already secured pilot programs with significant customers, including a regional hospital and a specialty pharmaceutical delivery company, demonstrating early validation and learning opportunities for sustainable economics.
| - 28 - |
Capitalization and Dilution
As of September 30, 2025, we had 34,213,387 shares outstanding. On a fully diluted basis, including outstanding warrants (exercisable for 107,741 shares) and options (exercisable for 609,318 shares), our total share count is 34,930,446. Additionally, under the Streeterville Purchase Agreement (the “Purchase Agreement”), up to 6,792,645 remaining shares may be issuable at a discount to the market price. The Purchase Agreement also specifies the re-purchase of 2,937,500 outstanding pre-delivery shares at par value upon expiration or termination of the agreement.
The table below illustrates potential dilution under different conversion scenarios (unaudited):
Scenario
| Shares Outstanding | % Increase | |||||||
| Current Outstanding (9/30/2025) | 34,213,387 | - | % | |||||
| With all options and warrants exercised | 34,930,446 | 2 | % | |||||
| With maximum Streeterville issuance | 41,723,091 | 22 | % | |||||
| With re-purchase of pre-delivery shares | 38,785,591 | 13 | % | |||||
These potential issuances could materially dilute existing stockholders, particularly if conversion occurs at depressed share prices.
Recent Developments
Share Repurchase Program
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 under Rule 10b5-1 trading plans, in each case in accordance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended, and subject to market conditions and other factors, including customary blackout periods. The program may be modified, suspended, or terminated at any time at the Company’s discretion. The timing and actual number of shares repurchased, if any, will depend on a variety of factors, including price, liquidity, and alternative uses of capital.
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.
Issuance of Shares Under the Equity Incentive Plan
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.
| - 29 - |
Results of Operations
Comparison of the Three Months Ended September 30, 2025, and September 30, 2024
Revenues:
|
Three Months Ended September 30, |
$ | % | ||||||||||||||
| 2025 | 2024 | Change | Change | |||||||||||||
| Consulting services | $ | - | $ | - | $ | - | NM | % | ||||||||
| Installation | 2,175 | - | 2,175 | NM | ||||||||||||
| Subscription | 5,275 | - | 5,275 | NM | ||||||||||||
| $ | 7,450 | $ | - | $ | 7,450 | NM | % | |||||||||
During the three months ended September 30, 2025, we recognized total revenues of $7,450. Of this, $5,275 was for monthly subscriptions, and $2,175 was for installation fees. Consulting services, and installation fees are typically project-based and non-recurring in nature. Subscription services are recurring and paid either up-front or monthly for an annual term. We anticipate these revenue streams to continue in future quarters while we develop new revenue models for the autonomous delivery marketplace and AI data insight monetization.
As a development stage company, during the three months ended September 30, 2024, we had no revenues. Percentage change from the prior year period is therefore not meaningful (“NM”).
Operating Expenses:
|
Three Months Ended September 30, |
$ | % | ||||||||||||||
| 2025 | 2024 | Change | Change | |||||||||||||
| General and administrative | $ | 1,370,347 | $ | 791,639 | $ | 578,708 | 73 | % | ||||||||
| Research and development | 179,854 | 7,940 | 171,914 | 2,165 | ||||||||||||
| Sales and marketing | 107,530 | 28,414 | 79,116 | 278 | ||||||||||||
| $ | 1,657,731 | $ | 827,993 | $ | 829,738 | 100 | % | |||||||||
Our third quarter results reflect growing investment in the team size, product development and marketing activities.
General and administrative expenses increased by $578,708 to $1,370,347 for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. Primary components of general and administrative expenses were:
| ● | Salaries and benefits in total were $855,046, an increase of $338,796 from the prior year period, reflecting new hiring in product development, engineering and sales and marketing. | |
| ● | Base salaries for the period were $540,323, an increase of $305,639 from the same period in the prior year. As of September 30, 2025, the Company had 33 full-time salaried employees, compared with 8 in the same period last year. | |
| ● | Stock-based compensation for the period was $289,432, an increase of $14,927 from the same period in the prior year. | |
| ● | Legal and professional service fees were $238,677, an increase of $90,099 from the same period in the prior year due to higher spend on investor relations ($40,483), patent expenses ($32,716), compliance ($20,495), and litigation ($18,635), offset by lower consulting services. | |
| ● | Insurance expense was $72,421, an increase of $54,475 from the same period in the prior year, due to higher directors’ and officers’ insurance premiums. | |
|
●
● |
Information technology expense was $46,289, an increase of $37,390 from the same period in the prior year, due to onboarding a new service provider. General and administrative expense also includes an impairment charge in the current period of $10,541 related to a damaged asset in construction in process. |
| - 30 - |
Research and Development expenses were $179,854 for the three months ended September 30, 2025, an increase of $171,914 as compared to the same period in the prior year. This is primarily due to higher independent contractor spend ($42,911) and a one-time vendor credit in the prior year period of $129,351.
Marketing expenses were $107,530 for the three months ended September 30, 2025, an increase of $79,116 from the same period in the prior year. The increase is due to higher travel expenses ($58,821) and advertising expenses ($20,295) in the current quarter.
Other Income/Expenses:
|
Three Months Ended September 30, |
$ | % | ||||||||||||||
| 2025 | 2024 | Change | Change | |||||||||||||
| Other income | $ | 23,388 | $ | 5,434 | $ | 17,954 | 330 | % | ||||||||
| Interest expense and bank charges | (580,021 | ) | (1,192 | ) | (578,829 | ) | 48,559 | |||||||||
| Realized gain (loss) on investments | 46,491 | - | 46,491 | NM | ||||||||||||
| Unrealized gain (loss) on investments | (76,120 | ) | - | (76,120 | ) | NM | ||||||||||
| $ | (586,262 | ) | $ | 4,242 | $ | (590,504 | ) | (13,920 | )% | |||||||
Other income for the three months ended September 30, 2025, was $23,388. Income was recognized from payroll tax refunds earned under the federal R&D tax credit program of $18,780, and interest income of $4,608.
Interest expense of $580,021 was comprised primarily of investment banking charges resulting from the issuance of the convertible note ($240,000), the amortization of the original issue discount ($165,333), and accrued interest on the note ($165,832). Interest accrued on a right to use asset was $4,405, and other miscellaneous interest and bank fees was $4,451 in the period.
Realized gains on investments were $46,491, and unrealized losses were $76,120 for the quarter ended September 30, 2025. During the quarter, the Company engaged in speculative trading of derivatives, primarily options, resulting in a net realized gain of $104,635. The Company’s short-term investments, primarily in marketable securities, contributed a realized net loss of $58,144 and unrealized net loss of $76,120 for the quarter. These activities are part of the Company’s strategy to generate short-term returns on excess cash.
During the three months ended September 30, 2024, we recognized income from a corporate card rebate program ($5,434). Interest expense and bank fees for the prior-year period were $1,175.
During the three months ended September 30, 2024, we had no realized or unrealized gains or losses on investments. Percentage change from the prior year period is therefore not meaningful (“NM”)
Comparison of the Nine Months Ended September 30, 2025, and September 30, 2024
Revenues:
|
Nine Months Ended
September 30, |
$ | % | ||||||||||||||
| 2025 | 2024 | Change | Change | |||||||||||||
| Consulting services | $ | 89,000 | $ | - | $ | 89,000 | NM | % | ||||||||
| Installation | 3,675 | - | 3,675 | NM | ||||||||||||
| Subscription | 5,500 | - | 5,500 | NM | ||||||||||||
| $ | 98,175 | $ | - | $ | 98,175 | NM | % | |||||||||
During the nine months ended September 30, 2025, we recognized total revenues of $98,175. Of this, $89,000 was for design and consulting services, $3,675 for installation fees, and $5,500 for monthly subscriptions.
As a development stage company, during the nine months ended September 30, 2024, we had no revenues.
Operating Expenses:
|
Nine Months Ended September 30, |
$ | % | ||||||||||||||
| 2025 | 2024 | Change | Change | |||||||||||||
| General and administrative | $ | 7,551,884 | $ | 2,395,881 | $ | 5,156,003 | 215 | % | ||||||||
| Research and development | 564,585 | 548,879 | 15,706 | 3 | ||||||||||||
| Sales and marketing | 164,793 | 281,160 | (116,367 | ) | (41 | ) | ||||||||||
| $ | 8,281,262 | $ | 3,225,920 | $ | 5,055,342 | 157 | % | |||||||||
Our nine months ended September 30, 2025 results reflect continued investment in product development and marketing activities. General and administrative expenses include one-time costs related to the direct listing and financing transaction.
General and administrative expenses increased by $5,156,003 for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. Primary components of general and administrative expenses were:
| ● | Salaries and benefits in total increased by $4,359,704 from the prior year period. This was impacted by $1,866,531 one-time success bonuses paid upon completion of the public listing in May 2025. |
| - 31 - |
| ● | Excluding the one-time bonus costs, base salaries for the period were $730,687, an increase of $208,822 from the same period in the prior year due to new hiring in product development, engineering and sales and marketing. As of September 30, 2025, the Company had 33 full-time salaried employees, compared with 8 in the same period last year. | |
| ● | Stock-based compensation for the period was $3,134,655, an increase of $2,254,535 from the same period in the prior year. | |
| ● | Legal and professional service fees were $950,017, an increase of $549,239 from the same period in the prior year due to higher spend on legal fees related to the direct listing ($260,383), investor relations ($106,298), compensation consulting ($77,140), patent expenses ($54,745), and higher transfer agent fees ($19,869). | |
| ● | Insurance expense was $147,052, an increase of $93,835 from the same period in the prior year, due to higher directors and officers insurance premiums. |
Research and Development expenses were $564,585 for the nine months ended September 30, 2025, an increase of $15,706 as compared to the same period in the prior year. This is primarily due to the timing of vendor engineering projects (lower by $258,861), offset by higher independent contractor spend ($159,342) and one-time success bonuses for independent contractors ($118,250).
Marketing expenses were $164,793 for the nine months ended September 30, 2025, a decrease of $116,367 from the same period in the prior year. The decrease is due to one-time expenses in the prior year period for television advertising ($200,000), offset by higher travel, meals and entertainment expenses ($63,017), and other marketing expenses ($20,616).
Other Income/Expenses:
|
Nine Months Ended September 30, |
$ | % | ||||||||||||||
| 2025 | 2024 | Change | Change | |||||||||||||
| Other income | $ | 83,454 | $ | 29,523 | $ | 53,931 | 183 | % | ||||||||
| Interest expense and bank charges | (775,410 | ) | (3,209 | ) | (772,201 | ) | 24,064 | |||||||||
| Realized gain (loss) on investments | 46,491 | - | 46,491 | NM | ||||||||||||
| Unrealized gain (loss) on investments | (76,120 | ) | - | (76,120 | ) | NM | ||||||||||
| $ | (721,585 | ) | $ | 26,314 | $ | (747,899 | ) | (2,842 | )% | |||||||
Other Income of $83,454 for the nine months ended September 30, 2025 was recognized from payroll tax refunds earned under the federal R&D tax credit program of $61,637, state tax refund from the EDGE credit of $16,915, and interest income of $4,902.
Interest expense of $775,410 for the nine months ended September 30, 2025 was comprised primarily of investment banking charges resulting from the issuance of the convertible note ($240,000), the amortization of the original issue discount ($357,333), and accrued interest on the note ($165,832). Interest accrued on a right to use asset was $4,405, and other miscellaneous interest and bank fees was $7,840 in the period.
Realized gains on investments were $46,491, and unrealized losses were $76,120 for the nine months ended September 30, 2025. During the quarter, the Company engaged in speculative trading of derivatives, primarily options, resulting in a net realized gain of $104,635. The Company’s short-term investments, primarily in marketable securities, contributed a realized net loss of $58,144 and unrealized net loss of $76,120 for the nine months ended September 30, 2025. These activities are part of the Company’s strategy to generate short-term returns on excess cash.
During the nine months ended September 30, 2024, we recognized income from the Indiana EDGE tax credit of $24,089 and no federal R&D tax refunds. We also recognized income from a corporate card rebate program ($5,434). Interest expense and bank fees for the prior-year period was $3,209.
Liquidity and Capital Resources
Our primary sources of liquidity are cash on hand, short-term liquid investments, and the Streeterville Purchase Agreement. As of September 30, 2025, our cash was $816,715, and short-term investments were $1,918,995. There is currently $32 million available under the Streeterville Purchase Agreement.
The balance of cash on-hand and short-term investments represents approximately three and one-half months of runway based on our current average operating losses. Including the remaining proceeds from the Purchase Agreement, our currently available funds are sufficient to fund operations with an increasing burn rate for more than twelve months.
Cash Flow and Liquidity
|
Nine Months Ended September 30, |
$ | % | ||||||||||||||
| 2025 | 2024 | Change | Change | |||||||||||||
| Net cash provided by (used in): | ||||||||||||||||
| Operating activities | $ | (5,048,431 | ) | $ | (1,959,447 | ) | $ | (3,088,984 | ) | (158 | )% | |||||
| Investing activities | (2,036,474 | ) | - | (2,036,474 | ) | - | ||||||||||
| Financing activities | 7,772,302 | 1,925,768 | 5,846,534 | 304 | ||||||||||||
| Net increase (decrease) in cash | $ | 687,397 | $ | (33,679 | ) | $ | 721,076 | (2,141 | )% | |||||||
| - 32 - |
Operating Activities
Net cash used in operating activities was $5,048,431 for the nine months ended September 30, 2025, compared to $1,959,447 for the same period in 2024. The increase in cash outflows of $3,088,984 was primarily due to our increased net loss.
For the nine months ended September 30, 2025, our net loss of $8,904,672 was offset by non-cash items of stock-based compensation expense of $3,134,655, depreciation and amortization expense of $31,048, the amortization of a discount on the convertible debt of $357,333 and amortization of the $240,000 debt issuance costs.
Other working capital movements in the period resulted in a net cash inflow of $185,706, primarily due to an increase in accrued liabilities ($125,842), accounts payable ($43,148), credit card payable ($4,938), and other current assets ($3,458). These inflows were offset by an increase in prepaid expenses of $108,910, accounts receivable of $4,900.
For the nine months ended September 30, 2024, operating cash flow used of $1,959,447 was comprised of our net loss of $3,199,606, offset by non-cash items of stock-based compensation expense of $880,120 and depreciation and amortization of $21,792. Working capital movements in the prior-year period resulted in net cash inflows of $338,247 due to an increase in accounts payable of $408,485, accrued liabilities of $21,889 offset by outflows due to prepaid expenses ($63,407) and the credit card payable ($28,720).
Investing Activities
Net cash used for investing activities was $2,036,474 for the nine months ended September 30, 2025. This was due to an increase in fixed assets for new Arrive Points placed into service or waiting final installation ($87,850). We also incurred a net cash outflow from sales and purchases of short-term investments of $1,948,624. No fixed assets or other investing activities were recorded during the nine months ended September 30, 2024.
Financing Activities
Net cash provided by financing activities was $7,772,302 for the nine months ended September 30, 2025. We received $7,530,000 in proceeds from issuance of convertible debt under the Purchase Agreement. We received net proceeds of $448,056 from other sales of common stock and $573,896 from exercise of outstanding warrants, prior to the direct listing. These cash inflows were offset by payments made on an outstanding note payable of $6,337 and payments for deferred offering costs of $698,570. We made purchases of our common stock under the share repurchase program of $74,743 in the period.
For the nine months ended September 30, 2024, net cash provided by financing activities was $1,925,768, which included $2,031,682 from sales of common stock, offset by payments made on the notes payable of $5,914 and the payment of deferred offering costs of $100,000.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company is not required to provide the information required by this Item because it is a “smaller reporting company.”
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
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 disclosure controls and procedures as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act. The term “disclosure controls and procedures,” as defined in the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosures. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
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 effective for the period covered by this report.
Changes in Internal Controls over Financial Reporting
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 is reasonably likely to materially affect, our internal control over financial reporting.
| - 33 - |
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
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 any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. Other than as set forth below, Arrive AI is not presently a party to any litigation the outcome of which, if determined adversely to us, would in our estimation, have a material adverse effect on our business, operating results, cash flows or financial condition. The following is a summary of the Company’s ongoing legal proceedings:
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 financial officer of the Company under an oral agreement. The amount in dispute includes two years of salary and stock options. The Company terminated this executive contract for cause. The case was moved to Marion Superior Court No. 2 of the State of Indiana on March 15, 2023 CAUSE NO. 49D02-2305-PL-020604. Plaintiffs alleged breach of employment agreement; breach of stock purchase agreement; breach of fiduciary duties and non-payment of salary, bonuses, and benefits. Arrive terminated Ohrn/Byfield’s employment because of several misrepresentations in connection with the financial stability by Ohrn, including bankruptcy and mortgage foreclosure. Indiana is an at-will employment state. Affirmative defenses and counterclaims were filed, discovery documents have been exchanged by the parties, but no further motions are pending. No trial dates or case management plan has been filed. In May 2024, the court asked for a dismissal which prompted the plaintiff to request some third-party documents. No other motions are pending. The settlement demand includes unpaid salary and stock awards. Arrive has engaged Taft Stettinius & Hollister LLP as its external counsel to represent the company in this matter. Although plaintiff’s allegations amount to approximately $29 million in total damages, it is not possible at this time to ascertain an exact figure upon the outcome of this litigation through a court’s final decision, or if any damages may be granted at all.
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 for $25,000 extended to AirBox before the Company purchased its assets in 2023. Damage claims and fees have increased that amount to $45,082. The Company explicitly acquired only the assets of AirBox and therefore does not believe it is liable for any of its previous liabilities. The Company has filed for removal from the claim. The plaintiffs have filed to have the case remanded back to Virginia state court, where it was originally filed on August 13, 2025. Since this matter is still in its initial stages, the Company is unable to predict the outcome at this time.
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 Consulting Group Inc., a Kentucky corporation. The Company is seeking compensatory and punitive damages, attorney fees and costs as well as permanent injunctive relief against the defendants requiring the immediate cessation of all transactions utilizing the Company’s Trade Secrets and return of materials constituting the Trade Secrets. Taft, Stettinius & Hollister, LLP is representing the Company in the matter.
| - 34 - |
Item 1A. Risk Factors
As a smaller reporting company under Rule 12b-2 of the Exchange Act, the Company is not required to provide risk factors in this report. For our current risk factors relating to our operations see the section entitled “Risk Factors” contained in our Registration Statement on Form S-1 filed with the SEC on December 23, 2024, and effective on May 13, 2025, and our Registration Statement on Form S-1 filed with the SEC on June 17, 2025, and effective on July 28, 2025.
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:
Dependence on Streeterville Financing
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 triggers, including sustained declines in our share price, could accelerate cash repayment obligations, which we may not be able to meet.
Customer Concentration
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 remain highly volatile.
Going Concern
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 on acceptable terms, or at all.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Purchases of Equity Securities by the Issuer
| Period | Total number of shares purchased |
Average price paid per share |
Total number of shares purchased as part of publicly announced plans | Approximate dollar value of shares that may yet be purchased under the plan (1) | ||||||||||||
| July 1 - July 31 | - | $ | - | - | $ | 10,000,000 | ||||||||||
| August 1 - August 31 | - | - | - | - | ||||||||||||
| September 1 - September 30 | 19,700 | 3.79 | 19,700 | 9,925,257 | ||||||||||||
| 19,700 | $ | 3.79 | 19,700 | $ | 9,925,257 | |||||||||||
(1) In September 2025, our Board of Directors authorized the repurchase of up to $10,000,000 of the Company’s common shares under the Repurchase Program. The plan expires March 31, 2026 and does not obligate the Company to acquire any particular amount of the Company’s common shares. Share repurchases may be made from time to time through various means, including open market purchases, privately negotiated transactions, and/or pursuant to Rule 10b5-1 trading plans, in each case in accordance with Rule 10b-18 under the Securities Exchange Act of 1934.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
| - 35 - |
Item 5. Other Information
Insider Trading Arrangements
On
September 22, 2025,
Item 6. Exhibits
The following exhibits are filed as part of this Report.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 31.1* | Section 302 Certification of Chief Executive Officer | |
| 31.2* | Section 302 Certification of Chief Financial Officer | |
| 32.1* | Section 906 Certifications of Chief Executive Officer | |
| 32.2* | Section 906 Certifications of Chief Financial Officer | |
| 101 INS** | INSTANCE DOCUMENT | |
| 101 SCH** | SCHEMA DOCUMENT | |
| 101 CAL** | CALCULATION LINKBASE DOCUMENT | |
| 101 LAB** | LABELS LINKBASE DOCUMENT | |
| 101 PRE** | PRESENTATION LINKBASE DOCUMENT | |
| 101 DEF** | DEFINITION LINKBASE DOCUMENT | |
| 104** | COVER PAGE INTERACTIVE DATA FILE - THE COVER PAGE XBRL TAGS ARE EMBEDDED WITHIN THE INLINE XBRL DOCUMENT |
| * | Filed herewith |
| ** | Submitted electronically herewith. Attached as Exhibit 101 are the following materials from Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, formatted in Inline eXtensible Business Reporting Language (“iXBRL”): (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Operations; (iii) the Condensed Consolidated Statements of Equity; (iv) the Condensed Consolidated Statements of Cash Flows; (v) notes to these Condensed Consolidated Financial Statements; and (vi) the Cover Page to Quarterly Report on our Form 10-Q. |
| - 36 - |
SIGNATURES
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, thereunto duly authorized.
| Date: November 14, 2025 | ARRIVE AI INC. |
| /s/ Todd Pepmeier | |
| Todd Pepmeier | |
| Chief Financial Officer | |
| (On behalf of the Registrant and as principal financial officer) |
| - 37 - |