Eva Live Inc SEC Filings

Eva Live Inc. (GOAI) discloses that its board and controlling stockholder, David Boulette, who holds 58.12% of the voting power, have approved by written consent three major actions: a full amendment and restatement of the articles of incorporation, adoption of a new 2026 Equity Incentive Plan reserving 2,000,000 common shares, and a large performance-based stock award for the CEO in the form of Series A Convertible Preferred Stock.

The new articles keep authorized capital at 300,000,000 common and 5,000,000 preferred shares but add anti-takeover features (Nevada Control Share and Business Combination statutes), limit bylaw changes to the board, require cause and a supermajority to remove directors, and adopt a Nevada exclusive-forum clause. The CEO’s new five‑year employment agreement sets a base salary of $800,000 with 10% annual increases, potential issuance of up to 1,000,000 Series A Preferred shares (each convertible into 150 common shares) tied to sales and strategic milestones, and a $5,000,000 severance if terminated without cause or for good reason, alongside existing options for 20,000,000 common shares at $0.10. These actions are already approved and will become effective at least 20 days after the information statement is mailed and required Nevada filings are accepted; no stockholder meeting, vote, or dissenters’ rights are provided.

Eva Live Inc., through its wholly owned subsidiary Eva Defense Inc., has entered into a development agreement with Boumarang Inc. to create a resilient communications unmanned aircraft system. Eva Defense will fund a twelve‑month engineering program in which Boumarang will design, build, and test the platform.

The company has committed $1.2 million, payable at $100,000 per month from August 5, 2026 through July 31, 2027. The program is structured around milestone “gates” — feasibility, proof of concept, field test, and beta — with Eva Defense approval required to advance. Target outputs include 10 to 20 field‑tested, beta‑ready prototypes, a low‑rate initial production plan, and an NDAA‑compliant supplier base. Deliverables transfer to Eva Defense upon full payment, while Boumarang’s background technology is licensed on a non‑exclusive basis. The initiative is at an early stage with no customer, contract award, or program of record, and Eva Live has not yet generated defense revenue.

Eva Live Inc. reported total revenue of $4,204,390 for the quarter ended June 30, 2026 and $8,107,621 for the first six months, compared with $4,138,712 and $7,820,232 in the prior-year periods. The company recorded a net loss of $1,749,757 for the quarter and $10,313,833 year-to-date, versus net income of $2,625,101 and $4,620,795 a year earlier, as operating expenses rose substantially, including higher media traffic costs and large non-cash stock-based and financing charges.

Cash used in operating activities was $5,229,216 in the first half of 2026, while cash and equivalents were $2,238,216 at June 30, 2026, funded largely by $7,576,760 of financing inflows, including a $7,560,000 senior secured convertible note from Streeterville Capital and at-the-market equity sales. Net accounts receivable were $17,465,015, about 88% aged more than 90 days and concentrated in a small number of customers, and the company also held $1,209,005 of marketable securities and a $3,000,000 equity interest in Psquared Inc.

Management cites these factors, together with media traffic purchase costs equal to 84% of six-month revenue and potential cash redemptions under the Streeterville note, in concluding that substantial doubt exists about the company’s ability to continue as a going concern over the next year, despite reported working capital of $19,439,564 and stockholders’ equity of $17,103,978.

Eva Live Inc. entered into a securities purchase agreement with Streeterville Capital, LLC for a secured convertible note with $2,160,000 original principal, from which the company will receive $2.0 million of gross proceeds at Closing. The note carries an 8% original issue discount, 8% annual interest, and a 24‑month maturity, with proceeds earmarked for working capital, general corporate purposes and advancement of business objectives.

The note is convertible at the investor’s option into common shares at 87% of the lowest daily VWAP over 10 trading days, subject to a $0.472 floor price. Eva Live may prepay with 10 trading days’ notice by paying 110% of the prepaid outstanding balance. If the share price remains below the floor for 10 consecutive trading days, the investor can redeem up to a contractually defined monthly amount, and specified Major or Minor Trigger Events can increase the outstanding balance by 10% or 5% per occurrence, within stated caps, with uncured events escalating to an Event of Default that bears 15% default interest.

The note is secured under a security agreement granting a lien over collateral including equity interests in all subsidiaries, customer accounts, insurance‑related rights, and goods and equipment. Conversion shares are registered on Eva Live’s Form S‑3 shelf registration statement, supported by a July 2026 prospectus supplement.

Eva Live Inc. is conducting a primary offering under its shelf registration to issue up to 4,576,272 shares of common stock upon conversion of a secured convertible note (the “Initial Note”) issued to Streeterville Capital, LLC. The Initial Note has an original principal of $2,160,000, for which Eva Live receives $2,000,000 in gross proceeds; the company will receive no additional cash when the note is converted.

The share count would rise from 36,535,389 to up to 41,111,661 shares, excluding other recent issuances. The note’s conversion price is variable at 87% of the lowest 10‑day VWAP, so a declining stock price would increase shares issued and dilution. Recent financings include an at‑the‑market program, new and converted Diagonal and Streeterville notes, and settlement of $4.87 million of liabilities via 2,133,805 shares. Eva Live also converted a $3 million Psquared receivable into a 10% equity stake and signed non‑binding LOIs to acquire Psquared and a 51% interest in Airbeam Wireless Technologies at an implied $16 million valuation, while forming Eva Defense Inc. to pursue defense‑sector opportunities. The CEO controls about 57.86% of the common stock, making the company a Nasdaq “controlled company.”

Eva Live Inc. formed a new wholly owned subsidiary, Eva Defense Inc., to pursue acquisitions and partnerships in drone, autonomous systems, and defense technology markets. The company plans to combine its artificial intelligence capabilities with advanced drones, robotics, surveillance, and sensor technologies to target high-growth defense-related opportunities.

Management describes this as a major strategic milestone aligned with Eva Live’s broader goal of expanding into technology sectors where AI can enhance innovation and create competitive advantages. Eva Defense is expected to evaluate targets with proprietary technology, established customers, intellectual property, and scalable business models, with future updates to be provided as developments occur.

EVA Live, Inc. announced it has reached terms for a definitive agreement to acquire a 51% ownership interest in Spiro Senior Living and related operating entities, subject to final documentation expected to be completed on or about July 1. This stake would give EVA a controlling interest in Spiro Senior’s healthcare operations, technology platform, digital infrastructure, and future growth initiatives.

Spiro Senior has opened three senior healthcare facilities that are already treating patients daily, with management stating the business is generating revenue exceeding expectations. Through partnerships such as Meridian Senior Living, the companies plan recurring facility expansion and an AI-enabled engagement ecosystem aimed at recurring software and digital care revenue in the senior care market.

Eva Live Inc. reported that it has signed a non-binding Letter of Intent to acquire Psquared Inc., a profitable performance-marketing company that has generated more than $50 million in revenue over the last four years. Psquared brings a founder-led team with deep media-buying expertise across major digital platforms and integrated, automated systems for high-ROI campaigns. Eva Live expects the combination to strengthen its AI-powered performance marketing platform, expand customer acquisition and media-optimization capabilities, and create technology, data, and operational synergies. The proposed deal is still subject to due diligence, definitive agreements, regulatory approvals, and other customary closing conditions.

EVA Live, Inc. disclosed the launch of FastQuoteDirect, an AI-powered consumer engagement platform, in a Form 8-K. The platform runs on the company’s NeuroServer technology and is focused on Home Services and Financial Services, a combined $5.6 billion market.

FastQuoteDirect is designed to provide real-time conversational shopping assistance, answer questions, qualify consumers, and route high-intent leads and inbound calls to participating businesses. EVA Live has initial relationships with a major home security provider and a leading personal lending company, aiming to improve lead quality and user experience across desktop and mobile.