Eva Live Inc. (NASDAQ: GOAI) swings to Q1 2026 loss despite cash boost
Rhea-AI Filing Summary
Eva Live Inc. reports Q1 2026 results showing rapid growth in its balance sheet but a sharp swing into loss. Revenue was $3,903,231, while net loss reached $8,564,076, compared with a profit a year earlier. General and administrative expenses jumped to $9,279,934, driven largely by $7,799,169 of stock-based compensation, including a major CEO option award.
Cash rose to $5,769,269 and working capital to $17,657,580, aided by a new $7,560,000 senior secured convertible note from Streeterville Capital that created a $4,923,000 derivative liability. Media traffic purchases consumed about 95% of revenue, materially compressing margins. Management identifies substantial doubt about going concern but relies on an executed $100,000,000 at-the-market equity program and expected receivables collections to alleviate that doubt.
Positive
- None.
Negative
- Profitability deterioration and margin compression: Q1 2026 swung to a net loss of $8.6M from prior-year profit, with media traffic costs rising to about 95% of revenue and a large spike in general and administrative expenses.
- Going concern uncertainty and reliance on external capital: Management concluded conditions raise substantial doubt about continuing as a going concern and is depending on a $100M at-the-market equity facility and a $7.56M convertible note to support liquidity.
- Potential dilution and balance-sheet complexity: The senior secured convertible note created a $4.92M embedded derivative liability and allows share-settled conversions, introducing significant dilution and earnings-volatility risk for common shareholders.
Insights
Heavy Q1 loss, margin compression, and structured financing raise risk despite added liquidity.
Eva Live posted Q1 2026 revenue of $3.9M but a net loss of $8.6M, versus profit a year earlier. Operating loss of $9.1M reflects a surge in general and administrative costs and media traffic purchases reaching roughly 95% of revenue, severely reducing gross margin.
Liquidity improved, with cash at $5.8M and working capital of $17.7M, helped by a $7.56M senior secured convertible note and recognition of a $4.92M derivative liability. This structure shifts pressure from near-term cash payments toward potential future equity dilution and earnings volatility tied to fair value changes.
Management acknowledges conditions that raise substantial doubt about going concern but points to an executed $100M at-the-market equity facility, expected normalization of media costs, and collections of roughly $19.8M in receivables as key mitigants. Actual impact will depend on capital-market access, campaign mix, and counterparties paying down large, aging receivables over the rest of 2026.
Key Figures
Key Terms
going concern financial
at-the-market offering financial
compound embedded derivative financial
Rule 144 holding period regulatory
ASC 606 financial
Level 3 financial
Earnings Snapshot
UNITED STATES
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| 7370 | ||||
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The number of shares of Common Stock, $ par value of the registrant outstanding on May 13, 2026, was .
EVA LIVE INC.
FORM 10-Q
FOR THE THREE MONTHS ENDED MARCH 31, 2026
INDEX
| PART I – FINANCIAL INFORMATION | ||
| Item 1. | Financial Statements | F-1 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 1 |
| Item 3. | Quantitative and Qualitative Disclosure About Market Risk | 11 |
| Item 4. | Controls and Procedures | 11 |
| PART II – OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 12 |
| Item 1A. | Risk Factors | 12 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 12 |
| Item 3. | Defaults Upon Senior Securities | 13 |
| Item 4. | Mine Safety Disclosures | 13 |
| Item 5. | Other Information | 13 |
| Item 6. | Exhibits | 13 |
| i |
Item 1. Financial Statements
Index to Consolidated Financial Statements
| Pages | ||
| Consolidated Balance Sheet as of March 31, 2026 (Unaudited) and December 31, 2025 (Audited) | F-2 | |
| Consolidated Statement of Operations for the three months ended March 31, 2026 (Unaudited), and March 31, 2025 (Unaudited) | F-3 | |
| Consolidated Statement of Stockholders’ Equity (Deficit) for the three months ended March 31, 2026 (Unaudited), and March 31, 2025 (Unaudited, Restated) | F-4 | |
| Consolidated Statement of Cash Flows for the three months ended March 31, 2026 (Unaudited) and March 31, 2025 (Unaudited) | F-5 | |
| Notes to the Consolidated Financial Statements | F-6 |
| F-1 |
EVA LIVE, INC.
CONSOLIDATED BALANCE SHEETS
| March 31, 2026 | December 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| Assets: | ||||||||
| Current assets | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net of allowance for doubtful accounts of $ |
||||||||
| Marketable securities | ||||||||
| Original issuance discount, net | ||||||||
| Deferred financing costs, net | ||||||||
| Other assets | ||||||||
| Total current assets | $ | $ | ||||||
| Furniture, fixtures, and equipment | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and stockholders’ equity (deficit): | ||||||||
| Accounts payable and accrued liabilities | ||||||||
| Accrued expenses | ||||||||
| Convertible promissory notes | ||||||||
| Accrued interest | ||||||||
| Deferred revenue | ||||||||
| Total current liabilities | $ | $ | ||||||
| Senior secured convertible promissory note, face value | ||||||||
| Less: Unamortized debt discount | ( |
) | ||||||
| Convertible note payable, net of unamortized discount | ||||||||
| Derivative liability | ||||||||
| Total long-term liabilities | ||||||||
| Total liabilities | $ | $ | ||||||
| Commitments and Contingencies (Note 6) | ||||||||
| Stockholders’ equity: | ||||||||
| Common stock, par value $, shares authorized; and shares issued and outstanding, as of March 31, 2026, and December 31, 2025, respectively | ||||||||
| Deferred stock-based compensation | ( |
) | ||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( |
) | ( |
) | ||||
| Total stockholders’ equity (deficit) | $ | $ | ||||||
| Total liabilities and stockholders’ deficit: | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-2 |
EVA LIVE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
| Three Months Ended | ||||||||
| March 31, 2026 | March 31, 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Sales | ||||||||
| Total revenue | $ | $ | ||||||
| Operating expenses | ||||||||
| General and administrative | ||||||||
| Media traffic purchase | ||||||||
| Amortization and depreciation | ||||||||
| Total operating expenses | ||||||||
| Operating income (loss) | ( | ) | ||||||
| Other income (expense): | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Marketable securities loss, unrealized | ( | ) | ||||||
| Change in fair value of derivative liability | ||||||||
| Loss on settlement of payable | ( | ) | ||||||
| Loss on issuance of senior secured convertible promissory note | ( | ) | ||||||
| Total other income (expense) | ( | ) | ||||||
| Income (loss) before provision for income taxes | ( | ) | ||||||
| Provision (benefit) for income taxes | ||||||||
| Net income (loss) | $ | ( | ) | $ | ||||
| Net loss per common share, basic and diluted | ) | |||||||
| Weighted average number of common shares outstanding basic and diluted | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-3 |
EVA LIVE, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(Unaudited)
| Number of Shares | Common Stock | Additional Paid-in Capital | Deferred Stock-Based Compensation | Accumulated Deficit | Total Equity | |||||||||||||||||||
| Balance — December 31, 2024 | ( | ) | ||||||||||||||||||||||
| Net income | - | |||||||||||||||||||||||
| Balance — March 31, 2025 | ( | ) | ||||||||||||||||||||||
| Balance — December 31, 2025 | ( | ) | ||||||||||||||||||||||
| Shares issued for services, consultant, valued at $ per share | ( | ) | ||||||||||||||||||||||
| Stock-based compensation — CEO option exercise valued at $ per share | ||||||||||||||||||||||||
| Increase in APIC for officer’s stock-based compensation | - | |||||||||||||||||||||||
| Shares issued for note settlement valued at $ per share | ||||||||||||||||||||||||
| Shares issued for accounts payable settlement valued at $ per share | ||||||||||||||||||||||||
| Shares issued for advisory services, underwriter, valued at $ per share | ||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance — March 31, 2026 | ( | ) | ( | ) | ||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-4 |
EVA LIVE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Three Months Ended | ||||||||
| March 31, 2026 | March 31, 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Cash Flows from operating activities: | ||||||||
| Net loss | $ | ( |
) | $ | ||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Shares issued for services | ||||||||
| Deferred stock based compensation | ( |
) | ||||||
| Stock-based compensation | ||||||||
| Issuance of stock for settlement of payable | ||||||||
| Amortization of deferred financing costs | ( |
) | ( |
) | ||||
| Loss on issuance of convertible note | ) | |||||||
| Change in fair value of derivative liability | ( |
) | ||||||
| Unrealized loss on marketable securities | ||||||||
| Amortization of debt discount and accrued interest, convertible note | ||||||||
| Change in deferred discount on notes payable, net | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( |
) | ( |
) | ||||
| Accounts payable and accrued liabilities | ||||||||
| Accrued expenses | ( |
) | ||||||
| Accrued interest | ( |
) | ||||||
| Deferred revenue | ||||||||
| Original issuance discount | ( |
) | ( |
) | ||||
| Net Cash used in operating activities | $ | ( |
) | $ | ||||
| Cash flow from investing activities: | ||||||||
| Fixed assets | ( |
) | ||||||
| Net Cash provided by investing activities | $ | $ | ( |
) | ||||
| Cash flow from financing activities: | ||||||||
| Proceeds from issuance of senior convertible promissory note | ||||||||
| Less closing costs | ( |
) | ||||||
| Convertible note original issue discount (OID) | ( |
) | ||||||
| Proceeds from notes payable | ||||||||
| Gross payments for convertible promissory note | ( |
) | ||||||
| Net Cash Provided by financing activities | $ | $ | ||||||
| Net change in Cash and cash equivalents for the year | ||||||||
| Cash and cash equivalents at the beginning of the year | ||||||||
| Cash and cash equivalents at the end of the year | $ | $ | ||||||
| Supplemental cash flow information: | ||||||||
| Non-cash investing and financing activities: | ||||||||
| Initial recognition of derivative liability — convertible note bifurcation | ||||||||
| Marketable securities received as non-cash consideration for marketing services contracts | ||||||||
| Shares issued for settlement of convertible promissory notes | ||||||||
| Shares issued for settlement of accounts payable (Hottest Media) | ||||||||
| Shares issued for consulting and advisory services | ||||||||
| Non-cash investing and financing activities: | - | |||||||
| Cash paid for income taxes | ||||||||
| Cash paid for interest | |
|||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-5 |
NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS
NATURE OF OPERATIONS
The Company
Eva
Live Inc. (the “Company”) was incorporated under the laws of the State of Nevada on August 27, 2002, as International Pit
Boss Gaming, Inc. On October 1, 2002, the Company merged with Pro Roads Systems, Inc. (a Florida corporation), a public shell company
traded on the pink sheets. Pro Roads Systems, Inc. had no operations before the merger. The purpose of the merger was to change the Company’s
domicile from Florida to Nevada. From its inception to 2006, the Company designed and developed software for the gaming industry. The
Company changed its name on February 14, 2006, to Logo Industries Corporation and, on November 18, 2008, to Malwin Ventures Inc. On February
11, 2014, the Company announced negotiations with Impact Future Media LLC, and its President/Founder, Francois Garcia, acquired
On
September 28, 2021 (the “Acquisition Date”), the Company merged into EvaMedia Corp. (“EvaMedia”). Upon completion
of the reverse merger, the Company acquired all issued and outstanding shares of EvaMedia’s capital stock. As a result, the Company
issued shares of the Company’s common stock to shareholders of EvaMedia, and immediately following the Acquisition,
shares of common stock were issued and outstanding. As a result, EvaMedia’s shareholders control
We deemed EvaMedia as an accounting acquirer based on the following facts: (i) after the reverse merger, former shareholders of EvaMedia held a majority of the voting interest of the combined company; (ii) former Board of Directors of EvaMedia possess majority control of the Board of Directors of the combined company; (iii) members of the management of EvaMedia are responsible for the management of the combined company. As such, we have treated the financial statements of EvaMedia as the historical financial statements of the combined company, and (iv) EvaMedia’s relative size, measured in assets and revenues, is significantly larger than that of the Company.
We have identified the Company as the legal acquirer, as it is the entity that issued securities. Comparatively, we have identified EvaMedia as the legal acquiree, the entity whose equity interests are acquired.
Since September 28, 2021, the Company has operated at the junction of digital marketing and media monetization.
On
September 9, 2021, the Company completed a reverse split in the amount of
We execute our business through the Eva Platform based on Artificial Intelligence, or AI, to match advertising campaigns to specific ad spots one at a time. Our system creates conversion mapping tables that allow us to increase conversion rates by analyzing those trends with optimized historical conversion rates and further capitalizing on and improving those rates. We leverage “big data,” an accumulation of data that is too large and complex for traditional database management tools to process. Since more companies are attempting to leverage big data to make strategic business decisions, we have built automated tools that analyze the data and feed the relevant information into our decision logic. We have designed our solution to optimize brand campaigns to create brand awareness and direct response campaigns with a fixed conversion point.
Corporate Information
The Company’s principal office is The Plaza, 1800 Century Park East, Suite 600. Our telephone number is (310) 229-5981, and our corporate website is www.eva.live.
| F-6 |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. These financial statements and accompanying notes represent the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects. We have applied them consistently to prepare the accompanying financial statements.
The accompanying unaudited consolidated financial statements have been prepared in accordance with GAAP for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. The results for the three months ended March 31, 2026 and 2025 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 16, 2026.
Use of Estimates
Preparing financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclose contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates in these consolidated financial statements include the allowance for doubtful accounts, the grant-date fair value of share-based compensation awards, the fair value of the compound embedded derivative associated with the Streeterville convertible note, the fair value of equity securities received as non-cash consideration, the recoverability of long-lived assets, and the realizability of deferred tax assets. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash
and cash equivalents include Cash on hand, deposits at banking institutions, and all highly liquid short-term investments with original
maturities of 90 days or less. The Company had cash balances of $
| F-7 |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. The Company generates revenue through its proprietary Eva Platform by providing digital advertising services, including programmatic media buying, AI-driven campaign optimization, and media traffic arbitrage across major advertising networks. Revenue is recognized when control of the promised services is transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services.
The Company evaluates its arrangements with customers to determine whether it acts as a principal or agent in the transaction, which affects whether revenue is reported on a gross or net basis. This determination requires significant judgment, particularly with respect to the Company’s media buying activities, where the Company assesses whether it controls the advertising inventory before it is transferred to the customer. We intend to disaggregate revenue into categories to provide useful information to the users of financial statements about nature, amount, timing, and uncertainty of revenue and cash flows. As our customer base expands or we start licensing our platform to third parties or our customers, we intend to divide our revenues into two categories:
| a) | Campaign Revenues: Revenues derived from the principal-based model. | |
| b) | Subscription Revenues: Revenues sourced from the agency-based model. |
The Company has concluded that it acts as the principal in its advertising transactions and accordingly recognizes revenue on a gross basis, as the Company controls the advertising services before they are delivered to the customer, assumes inventory risk, has pricing discretion, and bears the primary responsibility for fulfillment.
During the three months ended March 31, 2026, the Company commenced two new marketing service contracts with non-affiliated counterparties, each of which involves both cash consideration and non-cash consideration in the form of restricted shares of the customer’s common stock. Revenue under these contracts is recognized over time on a straight-line basis over the contract service period, as the Company’s customers simultaneously receive and consume the benefits of the services as they are performed (single performance obligation satisfied over time under ASC 606-10-25-27). The non-cash consideration is measured at fair value at contract inception per ASC 606-10-32-21 and recorded as a contract liability (deferred revenue) until earned. See Note 4 — Revenue Recognition.
Accounts Receivable
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company evaluates the collectability of its accounts receivable in accordance with ASC 326, Financial Instruments — Credit Losses, using the current expected credit loss (“CECL”) methodology. Under this framework, the Company estimates expected credit losses over the contractual term of its receivables based on historical loss experience, current conditions, and reasonable and supportable forecasts.
The
assessment requires significant management judgment, particularly given the Company’s customer concentration, the programmatic
advertising industry’s extended payment cycles, and the material proportion of balances aged beyond 90 days. As of March 31, 2026
and December 31, 2025, gross trade accounts receivable totaled $
As
of March 31, 2026, and December 31, 2025, management determined that the allowance for doubtful accounts was $
| F-8 |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Office Lease
Effective
May 21, 2020, the Company’s new corporate address was 2029 Century Park East, Suite # 400N, Los Angeles, CA 90067 (“California
Lease”). The Company has signed the California Lease on a month-to-month basis, entitling it to use the office and conference space
as needed. The new lease is $
Marketable Securities and Equity Securities Received as Non-Cash Consideration
During the three months ended March 31, 2026, the Company received equity securities of two non-affiliate counterparties as non-cash consideration under marketing service agreements (see Note 3 — Revenue Recognition). The Company accounts for these equity securities at fair value with changes in fair value recognized in net income, in accordance with ASC 321, Investments — Equity Securities.
Fair value is determined using the unadjusted quoted market price of the underlying common stock at the contract inception date and at each subsequent reporting date. Six-month Rule 144 holding periods applicable to the underlying securities are holder-specific and do not affect fair value measurement under ASC 820-10-35-6B and ASU 2022-03.
As
of March 31, 2026, the carrying amount of equity securities received as non-cash consideration was $
Concentrations of Credit Risk
Financial
instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its
cash with major banking institutions. As of March 31, 2026, the Company had cash balances exceeding the Federal Deposit Insurance Corporation
limit. As of March 31, 2026, and December 31, 2025, three customers accounted for approximately
Stock-Based Compensation
The Company applies ASC 718, Compensation — Stock Compensation, as amended by ASU 2018-07 (which extended the scope of ASC 718 to share-based payments to non-employees), to account for stock-based compensation. Equity-classified awards are measured at the grant-date fair value of the equity instruments and recognized as expense over the requisite service period.
For options granted, the Company estimates the grant-date fair value using the Black-Scholes-Merton closed-form option-pricing model, with inputs that include the underlying stock price, the exercise price, the expected term, the expected volatility (peer-derived where the Company’s own price history is insufficient or distorted), the risk-free interest rate based on the U.S. Treasury yield curve at the grant date for a maturity equal to the expected term, and an assumed dividend yield of zero.
For the CEO Award (described in Note 8), the requisite service period for the first tranche extended from May 31, 2025 through January 1, 2026. The Company evaluated the attribution of compensation cost over this period and, given the short duration of the service period, the cliff vesting structure, and the fact that the award remained fully forfeitable until the vesting date, recognized the associated compensation cost upon satisfaction of the service condition in the first quarter of 2026. Cumulative compensation cost recognized through the vesting date is mathematically identical to the result that would have been produced under straight-line attribution; the methodologies differ only in inter-period allocation.
For non-employee awards subject to a multi-year service condition, the Company recognizes the grant-date fair value as compensation cost on a straight-line basis over the requisite service period, with forfeitures accounted for as they occur. The unvested portion of share-based awards issued in advance of vesting is presented as common stock payable (a contra-equity caption).
| F-9 |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Convertible promissory notes and Embedded Derivatives
The Company accounts for convertible debt instruments under ASC 470-20, Debt — Debt with Conversion and Other Options, and ASC 815-15, Derivatives and Hedging — Embedded Derivatives. For each convertible note, the Company evaluates whether the embedded conversion feature must be bifurcated from the host debt and accounted for separately as a derivative liability. Bifurcation is required where (i) the embedded feature is not clearly and closely related to the host debt; (ii) the hybrid instrument is not measured in its entirety at fair value with changes in fair value reported in earnings; and (iii) a separate instrument with the same terms as the embedded feature would meet the definition of a derivative under ASC 815-10.
Where the conversion feature is contingent solely upon a default or other contingent event that is not deemed probable of occurrence at issuance, the feature is not separated from the host debt and the note is recorded as conventional debt at amortized cost, with original issue discount, deferred financing costs, and one-time interest charges (where applicable) presented as direct deductions from or accretions to the carrying amount of the debt under ASC 835-30 and amortized to interest expense over the contractual term using a straight-line approximation of the effective interest method.
Where the conversion feature is exercisable at the holder’s option and the conversion ratio is variable based on inputs (such as a percentage of the lowest VWAP over a trailing period) that fail the indexation test of ASC 815-40-15-7C, the feature is bifurcated and accounted for as a derivative liability at fair value, with changes in fair value recognized in earnings. The host debt is recorded at residual proceeds after allocation to the derivative; where the derivative fair value exceeds the proceeds available for allocation to the host debt, the excess is recognized as a Day-1 loss in earnings at issuance.
Fair Value Measurements
The Company uses current market values to recognize certain assets and liabilities at a fair value. Fair value is the estimated price at which an asset can be sold or a liability settled in an orderly transaction with a third party under current market conditions. The Company uses the following methods and valuation techniques for deriving fair values:
Market Approach – The market approach uses the prices associated with actual market transactions for similar or identical assets and liabilities to derive a fair value.
Income Approach – The income approach uses estimated future cash flows or earnings, adjusted by a discount rate representing the time value of money and the risk of cash flows not being achieved, to derive a discounted present value.
Cost Approach – The cost approach uses the estimated cost to replace an asset adjusted for the obsolescence of the existing asset.
| F-10 |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
The Company ranks the fair value hierarchy of information sources from Level 1 (best) to Level 3 (worst). The Company uses these three levels to select inputs for valuation techniques:
| Level I | Level 2 | Level 3 | ||
| Level 1 is a quoted price for an identical item in an active market on the measurement date. This is the most reliable evidence of fair value and is used whenever this information is available. | Level 2 is directly or indirectly observable inputs other than quoted prices. An example of a Level 2 input is a valuation multiple for a business unit based on comparable entities’ sales. | Level 3 is an unobservable input. It may include the Company’s data, adjusted for other reasonably available information. Examples of a Level 3 input are an internally generated financial forecast. |
As
of March 31, 2026, the Company’s recurring fair value measurements consist of (i) marketable equity securities of $
Legal Proceedings
The Company discloses a loss contingency if there is at least a reasonable possibility that a material loss has been incurred. The Company records its best estimate of loss related to pending legal proceedings when the loss is considered probable, and the amount can be reasonably estimated. The Company can reasonably estimate a range of loss with no best estimate; the Company records the minimum estimated liability. As additional information becomes available, the Company assesses the potential liability of pending legal proceedings, revises its estimates, and updates its disclosures accordingly. The Company’s legal costs associated with defending itself are recorded as expenses incurred. The Company is currently not involved in any litigation.
Impairment of Long-Lived Assets
The Company reviews long-lived assets for impairment in accordance with FASB ASC 360, Property, Plant, and Equipment. Long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that the Company may not be able to recover the carrying amounts. An impairment charge amount is recognized if and when the asset’s carrying value exceeds the fair value.
The
Company follows ASC 260, Earnings Per Share, to account for earnings per share. Basic earnings per share (“EPS”) is calculated
by dividing net income or loss by the weighted average number of shares of common stock outstanding during the period. Diluted EPS is
calculated by dividing net income or loss by the weighted average number of common shares and dilutive common share equivalents outstanding.
As of March 31, 2026 and 2025, the Company had and shares of common stock issued and outstanding, respectively.
Common stock equivalents (including options to purchase shares of common stock and outstanding convertible notes) were anti-dilutive
for the three months ended March 31, 2026, due to the net loss of $
Provision for Income Taxes
The provision for income taxes is determined using the asset and liability method. This method calculates deferred tax assets and liabilities based on the temporary differences between the consolidated financial statement and income tax bases of assets and liabilities using the enacted tax rates applicable each year.
The Company utilizes a two-step approach to recognizing and measuring uncertain tax positions, commonly referred to as tax contingencies. The first step is to evaluate the tax position for recognition by determining whether the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including the resolution of related appeals or litigation. The second step is to measure the tax benefit at its maximum, more than 50%, which is likely to be realized upon ultimate settlement.
The Company considers various factors when evaluating and estimating its tax positions and benefits, which may necessitate periodic adjustments and may not accurately predict actual outcomes. The Company includes interest and penalties related to tax contingencies in the provision of income taxes in the consolidated statements of operations. The Management of the Company does not expect the total amount of unrecognized tax benefits to change significantly in the next 12 months.
| F-11 |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Recent Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires expanded disclosures relating to the effective tax rate reconciliation and income taxes paid. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the impact of this standard on its disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40), which requires disclosure of additional information about specific expense categories in the notes to financial statements. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within annual periods beginning after December 15, 2027. The Company is evaluating the impact of this standard on its disclosures.
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the SEC are not, or are not believed by management to be, material to the Company’s present or future consolidated financial statements.
Reclassification — SAB Topic 1.M / SAB Topic 1.N (SAB 99 / SAB 108)
During
the three months ending March 31, 2026 close, the Company identified that three monthly installment payments aggregating $
The
Company evaluated the misstatement under SEC Staff Accounting Bulletin Topic 1.M (formerly SAB 99) and concluded that the misstatement
is immaterial to the fiscal year ended December 31, 2025 financial statements taken as a whole, both quantitatively (representing 0.42% of fiscal year ended December 31, 2025 net income) and
qualitatively. The Company has elected to correct the misstatement on an out-of-period basis in three months ending March 31, 2026 in
accordance with SAB Topic 1.N (formerly SAB 108), rather than restating the fiscal year ended December 31, 2025 financial statements. The three months ending March
31, 2026 correction reclassified $
The Company has identified the root cause as a control deficiency in the bank-feed auto-categorization configuration and has implemented compensating controls in the three months ending March 31, 2026, including manual posting of all financing-related cash outflows, monthly reconciliation of the Master Note Schedule to the general ledger, and updated bank-feed categorization rules to prevent recurrence. The deficiency and remediation are being documented as part of the Company’s ongoing FY2026 internal control over financial reporting evaluation.
Rounding Error
Due to rounding, the numbers presented in the financial statements for the periods ending March 31, 2026, and December 31, 2025, and throughout the report, may not precisely add up to the totals provided, and percentages may not accurately reflect the absolute figures.
| F-12 |
NOTE 3 – GOING CONCERN
Basis of Going Concern Evaluation
In accordance with FASB Accounting Standards Codification (“ASC”) 205-40, Presentation of Financial Statements—Going Concern, management evaluates at each annual and interim reporting period whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these condensed consolidated financial statements are issued. The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that might result from the outcome of this uncertainty.
Conditions and Events Considered
For
the three months ended March 31, 2026, the Company recorded a net loss of $
During
the three months ended March 31, 2026, the Company’s media traffic purchase costs increased to approximately
On
February 26, 2026, the Company issued a Senior Secured Convertible Promissory Note to Streeterville Capital, LLC in the original
principal amount of $
The Streeterville Note also includes a redemption right exercisable by the holder if the Nasdaq Official Closing Price of the Company’s common stock is below the Floor Price for ten consecutive trading days. If exercised, the holder may demand cash redemption of all or a portion of the outstanding balance, in monthly amounts not to exceed the outstanding balance divided by the number of months remaining until the maturity date plus accrued interest, payable within two trading days of the redemption notice. Management considers the likelihood of this contingent redemption right being triggered during the one-year look-forward period to be remote based on recent trading levels of the Company’s common stock; however, the contingent obligation has been considered by management as part of its evaluation under ASC 205-40.
As
of March 31, 2026, the Company had cash and cash equivalents of $
Management has concluded that, considered in the aggregate, the conditions and events described above raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these unaudited condensed consolidated financial statements are issued.
| F-13 |
NOTE 3 – GOING CONCERN (continued)
Management’s Plans Intended to Alleviate Substantial Doubt
Management has evaluated the conditions and events described above and has identified the following plans, which it believes are probable of being effectively implemented and, if so implemented, are sufficient to alleviate the substantial doubt described above:
(a)
Maxim Equity Distribution Agreement (At-the-Market Offering). On April 14, 2026, subsequent to the balance sheet date, the Company
entered into an Equity Distribution Agreement with Maxim Group LLC (“Maxim”) providing for the offer and sale, from time
to time and at the Company’s discretion, of shares of the Company’s common stock having an aggregate offering price of up
to $
(b)
Normalization of Media Traffic Purchase Costs. Management expects media traffic purchase costs as a percentage of revenue to revert
toward historical levels of approximately
(c)
Collection of Outstanding Accounts Receivable. Of the Company’s gross accounts receivable balance of $
(d) Streeterville Note Conversions. Management expects the holder of the Streeterville Note to convert all or a substantial portion of the outstanding balance into shares of the Company’s common stock prior to the February 26, 2028 maturity date. Conversions are settled in shares and do not require cash payment by the Company; to the extent of any such conversions, the Company’s cash obligations on the Streeterville Note are correspondingly reduced.
(e)
Reduction of General and Administrative Run-Rate. General and administrative expenses for the three months ended March 31,
2026 increased to $
Conclusion
Based on its evaluation of the conditions and events described above and the plans described under “Management’s Plans Intended to Alleviate Substantial Doubt”—and in particular the executed Maxim Equity Distribution Agreement and the Company’s effective Form S-3 shelf registration statement, which together provide ready access to capital markets in amounts substantially in excess of the Company’s projected cash needs during the look-forward period—management has concluded that its plans alleviate the substantial doubt about the Company’s ability to continue as a going concern for at least one year after the date these unaudited condensed consolidated financial statements are issued. Accordingly, the accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis and do not include any adjustments that might result from the outcome of this uncertainty.
Continued Listing Compliance
The
Company’s common stock is listed on the Nasdaq Capital Market and is subject to the continued listing requirements of the Nasdaq
Stock Market LLC, including the minimum stockholders’ equity requirement of $
| F-14 |
NOTE 4 – REVENUE RECOGNITION
The Company’s revenue for the three months ended March 31, 2026 and 2025 was generated principally from two streams: (i) digital advertising and media-monetization services delivered through the Eva Platform and the Eva XML Platform; and (ii) AI-driven marketing services provided to Nasdaq-listed and non-U.S. listed corporate customers under multi-month agreements that include both cash and non-cash consideration.
Advertising revenue is recognized when the Company satisfies its performance obligations under each insertion order with the customer, generally over the campaign delivery period. Marketing services revenue is recognized over time on a straight-line basis over the contract service period, consistent with the integrated and continuous nature of the services.
Disaggregation of Revenue
The following table disaggregates revenue by service stream:
| Three Months Ended | ||||||||
| Revenue stream | March 31, 2026 | March 31, 2025 | ||||||
| Digital advertising and media monetization | $ | $ | ||||||
| Marketing services | ||||||||
| Total revenue | $ | $ | ||||||
JTAI Investor Relations Contract
On
January 1, 2026, the Company entered into an AI-driven marketing services agreement with Jet.AI, Inc. (“JTAI”), a Nasdaq-listed
issuer. The agreement provides for a 91-day service window from January 16, 2026, through April 16, 2026, with cash consideration of $
The
Company concluded that the contract contains a single performance obligation — the provision of integrated AI-driven marketing
services over the contract service period — which is satisfied over time under ASC 606-10-25-27.
During
the three months ended March 31, 2026, the Company received cash payments aggregating $
| F-15 |
NOTE 4 – REVENUE RECOGNITION (continued)
Braiin Limited Investor Relations Contract
On
March 5, 2026, the Company entered into an AI-driven marketing services agreement with Braiin Limited (“Braiin”), a Western
Australia-based issuer trading on Nasdaq under the symbol “BRAI.” The agreement provides for a 9-month service period commencing
March 12, 2026 through December 12, 2026 (276 days), with cash consideration of $
The
Company concluded that the contract contains a single performance obligation — the provision of integrated AI-driven marketing
services over the contract service period — which is satisfied over time under ASC 606-10-25-27.
During
the three months ended March 31, 2026, the Company received the Month 1 cash fee of $
Equity Securities Received as Non-Cash Consideration
The restricted shares of JTAI common stock and restricted shares of Braiin common stock received as non-cash consideration under the contracts described above are accounted for as investments in equity securities under FASB Accounting Standards Codification (“ASC”) 321, Investments—Equity Securities. The Company has not elected the measurement alternative under ASC 321-10-35-2 or the net asset value practical expedient under ASC 820-10-35-59. Accordingly, the securities are measured at fair value with changes in fair value recognized in earnings under ASC 321-10-35-1.
At contract inception, the securities are recorded at fair value (which also represents the non-cash consideration component of the transaction price under ASC 606-10-32-21) with an offsetting credit to the related contract liability. At each subsequent reporting date, the securities are remeasured to fair value using unadjusted quoted market prices on the principal exchange on which the underlying common stock trades, with the resulting unrealized gain or loss recognized in the Company’s consolidated statement of operations.
The following summarizes the carrying amount, fair value, and unrealized losses recognized for these securities for the three months ended March 31, 2026:
| Issuer / Symbol | Cost basis | Unrealized loss | FV at 3/31/26 | Shares (3/31/26 basis) | ||||||||||||
| Jet.AI, Inc. / JTAI | $ | ( | ) | $ | (pre-split) | |||||||||||
| Braiin Limited / BRAI | ( | ) | (pre-split) | |||||||||||||
| Total | $ | $ | ( | ) | $ | |||||||||||
The
aggregate unrealized loss of $
| F-16 |
NOTE 4 – REVENUE RECOGNITION (continued)
Subsequent
to March 31, 2026, on April 8, 2026, Jet.AI, Inc. (JTAI) implemented a
Restricted Equity Securities — Rule 144 Holding Period
The shares of Braiin common stock held by the Company at March 31, 2026, are restricted securities subject to a six-month holding period under SEC Rule 144(d)(1)(i). Each share certificate (or book-entry equivalent) bears a customary Rule 144 restrictive legend and may not be resold by the Company without registration unless and until the conditions of Rule 144 are satisfied. Braiin is a reporting company under the Securities Exchange Act of 1934, and the Company is not an affiliate of Braiin.
Under ASC 820-10-35-6B, the fair value of an asset reflects characteristics that market participants would take into account, considered from the perspective of the entity that holds the asset. Restrictions that are specific to the holder — or that derive from the manner in which the holder acquired the asset — are not characteristics of the asset itself and therefore do not affect its fair value. The Rule 144 holding period applicable to the Company’s Braiin shares is a holder-specific restriction; it derives from the unregistered manner in which Braiin issued the shares, not from any characteristic of the underlying common stock. This conclusion is reinforced by ASU 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which clarified that a contractual sale restriction (including the restriction reflected in a Rule 144 legend) is not a characteristic of an equity security and should not be considered in measuring its fair value under Topic 820. Accordingly, no discount for lack of marketability has been applied; the carrying values reported above reflect unadjusted quoted market prices for Braiin common stock on the respective measurement dates.
The following disclosures are made pursuant to ASC 820-10-50-6A (added by ASU 2022-03):
| Issuer / Symbol | Braiin Limited / BRAI |
| Fair value at March 31, 2026 | $ |
| Number of shares (pre-split) | |
| Acquisition date | |
| Nature of restriction | SEC Rule 144 six-month holding period under Rule 144(d)(1)(i). Shares received as non-cash compensation in an unregistered private placement; certificates bear a customary Rule 144 restrictive legend. No extended lock-up, leak-out, or other contractual transfer restriction beyond Rule 144 applies. |
| Remaining duration of restriction | Approximately five months as of March 31, 2026 (the holding period lapses on or about September 5, 2026). |
| Circumstances under which the restriction would lapse | (i) Continuous holding of the shares by the Company for six months from the March 5, 2026, acquisition date, satisfying Rule 144(d)(1)(i); and (ii) at the time of any proposed resale, satisfaction of the current-public-information requirement of Rule 144(c)(1). |
The
750 post-split shares of JTAI common stock held by the Company at March 31, 2026 ( pre-split shares) are similarly subject to
a Rule 144 six-month holding period under Rule 144(d)(1)(i) commencing on the original acquisition date of January 1, 2026, with approximately
three months remaining at the reporting date and the holding period lapsing on or about July 1, 2026. The Company is not an affiliate
of JTAI. The fair value of the JTAI investment at March 31, 2026, of $
| F-17 |
NOTE 4 – REVENUE RECOGNITION (continued)
Contract Liabilities (Deferred Revenue)
Contract
liabilities of $
| Contract | March 31, 2026 | December 31, 2025 | ||||||
| Jet.AI, Inc. — Marketing services contract | $ | $ | ||||||
| Braiin Limited — Marketing services contract | ||||||||
| Total contract liabilities (deferred revenue) | $ | $ | ||||||
The contract liability balances will be recognized as revenue over the remaining service periods of each contract: the JTAI balance over the period April 1–16, 2026, and the Braiin balance over the period April 1, 2026, through December 12, 2026.
NOTE 5 – FURNITURE & FIXTURES
Furniture and fixtures are stated at cost, net of accumulated depreciation. Costs include all expenditures directly attributable to the acquisition, including shipping, installation, and setup costs.
Depreciation Method:
Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets.
Estimated Useful Lives:
Furniture
and Fixtures:
Commencement of Depreciation:
Depreciation begins when the asset is placed into service and continues through the end of its estimated useful life or until it is disposed of or retired.
Review of Useful Lives and Residual Value:
The estimated useful lives and residual values of furniture and fixtures are reviewed at least annually. Adjustments are made prospectively when the expected pattern of economic benefits changes.
Disposals and Retirements:
Upon disposal or retirement of furniture and fixtures, the asset cost and related accumulated depreciation are removed from the accounts. Any resulting gain or loss is recognized in the statement of operations.
Impairment:
Furniture and fixtures are evaluated for impairment when events or changes in circumstances indicate that their carrying value may not be recoverable. An impairment loss is recognized if the asset’s carrying amount exceeds its estimated future cash flows.
As
of March 31, 2026, the gross carrying amount of furniture and equipment was $
| F-18 |
NOTE 6 – COMMITMENTS AND CONTINGENCIES
Office Facility
The
Company occupies an executive suite at 2029 Century Park East, Suite 400N, Los Angeles, CA 90067 on a month-to-month basis. The arrangement
does not contain a non-cancellable lease term in excess of twelve months and does not convey to the Company a right to control the use
of an identified physical asset for a specified period of time. The Company has elected the short-term lease practical expedient under
ASC 842-20-25-2 and accordingly does not recognize a right-of-use asset or lease liability in respect of this arrangement; lease payments
are recognized as expense on a straight-line basis over the lease term. Rent expense, included in general and administrative expenses,
was $
Employment and Director Agreements
Chief Executive Officer Employment Agreement
On
May 31, 2025, the Company entered into an Employment Agreement with David Boulette, the Company’s Chief Executive Officer. Key
economic terms of the agreement include: (i) an annual base salary of $
The
first vested tranche of options was exercised in full on February 17, 2026. The aggregate exercise price of $
Independent Director Agreements
On
May 27, 2025, the Company entered into an Independent Director Agreement with Mr. Rizvan Jamal providing for annual cash compensation
of $
Interim Chief Financial Officer Engagement
On
September 22, 2025, the Board of Directors appointed Mr. Imran Firoz as Interim Chief Financial Officer at a monthly base fee of $
| F-19 |
NOTE 6 – COMMITMENTS AND CONTINGENCIES (continued)
Global Alliance Consulting Agreement
On
January 1, 2026, the Company entered into a Business Consulting Agreement with Global Alliance Consulting Group (“Global Alliance”)
for a three-year term ending December 31, 2028. The agreement provides for (i) cash consideration of $
Indemnification Arrangements
Pursuant to the Company’s Articles of Incorporation, Bylaws, and individual indemnification agreements with its directors and officers, the Company has agreed to indemnify, to the fullest extent permitted by Section 78.7502 of the Nevada Revised Statutes, its directors, officers, and certain other agents against expenses, judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with any threatened, pending, or completed action, suit, or proceeding by reason of the fact that the indemnitee is or was a director, officer, employee, or agent of the Company. The Company maintains directors’ and officers’ liability insurance coverage to mitigate exposure under these indemnification arrangements. As of March 31, 2026, no material indemnification claims have been asserted, and the Company has not recorded a liability in respect of these obligations.
Pending Litigation
From
time to time, the Company may become subject to legal proceedings, claims, and litigation arising in the ordinary course of business.
The Company is not currently a party to any legal proceedings the outcome of which, in the opinion of management, would have a material
adverse effect on the Company’s business, financial condition, results of operations, or cash flows. The Company is not aware of
any environmental proceedings to which a governmental authority is a party that would be required to be disclosed under Item 103(c)(3)
of Regulation S-K (including any such proceedings that involve potential monetary sanctions of $
| F-20 |
On
January 1, 2026, the Company entered into a Business Consulting Agreement with Global Alliance Consulting Group (the “Consultant”)
for a term of (January 1, 2026, through December 31, 2028). As consideration for the Consultant’s advisory services,
the Company agreed to pay $ per year in cash, payable in equal monthly installments with a
The grant-date fair value of the equity component was determined using the closing market price of the Company’s common stock on December 31, 2025, of $ per share, used because the Nasdaq Global Market was closed on January 1, 2026, for the federal holiday. This produced an aggregate grant-date fair value of $. The award is a graded-vesting service-only award containing no performance or market conditions; the Company’s accounting policy under ASC 718-10-35-8 is to recognize compensation cost for graded-vesting service-only awards on a straight-line basis over the requisite service period. Because the monthly tranches are equal in size, the straight-line and graded-vesting attribution methods produce the same result of $ of stock-based compensation expense per month over the 36-month requisite service period.
| Shares | Grant-Date FV | |||||||
| Granted on January 1, 2026 | $ | |||||||
| Vested through March 31, 2026 | ( | ) | $ | ( | ) | |||
| Unvested at March 31, 2026 | $ | |||||||
For
the three months ended March 31, 2026, the Company recognized $ of stock-based compensation expense related to this award, which
is included in general and administrative expense in the condensed statement of operations. As of March 31, 2026, total unrecognized
compensation cost related to the unvested portion of the award was $
The
cash component of the Consultant’s compensation is recognized as services are rendered. For the three months ended March 31, 2026,
the Company recognized $
Total Stock-Based Compensation Expense. Total stock-based compensation expense recognized in the consolidated statement of operations for the three months ended March 31, 2026 was $, comprising (i) $ attributable to the first vesting tranche of the CEO Award (described in Note 10 — Stockholders’ Equity, “CEO Stock Option Grant”), and (ii) $ attributable to the Global Alliance Consulting Agreement award described above. Each component is included in the general and administrative expense in the condensed consolidated statement of operations. The following table summarizes stock-based compensation activity for the three months ended March 31, 2026, by recipient:
| Recipient | Award Type | Common Stock Equivalent | Grant-Date Fair Value | Q1 2026 Expense | ||||||||||
| David Boulette — Chief Executive Officer | $ | / option | $ | |||||||||||
| Global Alliance Consulting Group | vested / granted | $ | / share | $ | ||||||||||
| Total Stock-Based Compensation Expense | $ | |||||||||||||
In
the consolidated statements of stockholders’ equity (deficit), the foregoing $ is presented across two captions: (i) the
line “Increase in additional paid-in capital for officer’s stock-based compensation” reflecting the $ expense
recognized upon vesting of the first tranche of the CEO Award, and (ii) the line “Shares issued for services” (related to
the Global Alliance award) which is presented at gross fair value of $
| F-21 |
NOTE 8 – RELATED PARTY TRANSACTIONS
The Company’s related-party transactions for the three months ended March 31, 2026, consist principally of compensation arrangements with the Company’s executive officers and directors, an employment arrangement with the spouse of the Chief Executive Officer, and a consulting engagement with the firm of which the Company’s Interim Chief Financial Officer is the managing principal. The principal economic terms of these arrangements are described in Note 6 — Commitments and Contingencies; this note describes the related-party character of the arrangements, the activity for the period, and the related accrued balances at the reporting date.
Controlling Stockholder and “Controlled Company” Status
As
of March 31, 2026, Mr. David Boulette, the Company’s Chief Executive Officer and Chairman of the Board, beneficially owned approximately
Compensation Arrangements with Officers and Directors
Chief Executive Officer
Pursuant
to the Employment Agreement dated May 31, 2025 between the Company and Mr. Boulette (the “CEO Employment Agreement”), Mr.
Boulette serves as Chief Executive Officer of the Company at an annual base salary of $
For
the three months ended March 31, 2026, the Company recognized $
Office Manager, Related Party
Mrs.
Carolina V. Ramos, the spouse of Mr. Boulette, has been engaged by the Company since 2018 as Office Manager (a non-executive position)
at an annual base salary of $
Directors
The
Company’s Board of Directors as of March 31, 2026, consisted of Mr. Boulette, Mr. Daryl Walser, Mr. Phil Aspin, Mr. Rizvan Jamal, and
Mr. Ali Shadman. Each of Messrs. Walser, Aspin, Jamal, and Shadman is a related person within the meaning of Item 404(a) of Regulation
S-K. Messrs. Walser (since 2018) and Aspin (since January 2022) serve under written director agreements providing for annual cash compensation
of $
As of March 31, 2026, accrued but unpaid director compensation owed to (i) Mr. Walser was $ (December 31, 2025: $); (ii) Mr. Aspin was $ (December 31, 2025: $); (iii) Mr. Jamal was $ (December 31, 2025: $); and (iv) Mr. Shadman was $ (December 31, 2025: $).
| F-22 |
NOTE 8 – RELATED PARTY TRANSACTIONS (continued)
Interim Chief Financial Officer Services Through Spark Capital Investments, LLC
Mr. Imran Firoz serves as Interim Chief Financial Officer of the Company pursuant to the engagement described in Note 6 — Commitments and Contingencies. Mr. Firoz provides his services to the Company through Spark Capital Investments, LLC, a Delaware limited liability company of which Mr. Firoz is the Managing Principal and which Mr. Firoz controls. Spark Capital Investments, LLC is a related person within the meaning of Item 404(a) of Regulation S-K by virtue of Mr. Firoz’s position as an executive officer of the Company. For the three months ended March 31, 2026, the Company recognized $ of compensation expense in respect of Mr. Firoz’s services under this engagement. As of March 31, 2026, accrued but unpaid compensation under this engagement was $ (December 31, 2025: $).
Aggregate Related-Party Balances and Settlement
Accrued but unpaid compensation owed to the Company’s officers and directors and to the spouse of the Chief Executive Officer aggregated $ at March 31, 2026 ($ at December 31, 2025) and is included in accrued expenses on the accompanying consolidated balance sheets. Accrued but unpaid compensation owed to Spark Capital Investments, LLC of $ at March 31, 2026 ($ at December 31, 2025) is included in accrued expenses, related party, on the accompanying consolidated balance sheets. The Company has not committed to a specific timetable for cash settlement of the accrued related-party balances and expects to continue to settle these obligations over time as cash flows permit, with potential settlement in shares of common stock subject to mutual agreement.
Cash Payments and Share Issuances to Related Parties During the Period
During
the three months ended March 31, 2026, the Company’s cash payments and share issuances to related parties consisted of: (i) cash
payments of $
| F-23 |
NOTE 9 — DEBT FINANCING
As of March 31, 2026, the Company’s outstanding indebtedness consisted of (i) convertible promissory notes payable to 1800 Diagonal Lending, LLC, (ii) convertible promissory notes payable to Boot Capital LLC, (iii) a non-convertible promissory note payable to D. Allison, (iv) a convertible promissory note payable to Global Alliance Consulting Group, and (v) a senior secured convertible promissory note payable to Streeterville Capital, LLC. The accounting policies applicable to the Company’s debt instruments are described in Note 2 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes to those policies during the three months ended March 31, 2026, except as discussed in subsection (e) below with respect to the Streeterville Initial Note, which represents a new class of senior secured convertible promissory debt issued during the period and is accounted for with a bifurcated compound embedded derivative under ASC 815-15.
The following table summarizes the carrying value of the Company’s debt instruments as of March 31, 2026 and December 31, 2025:
| March 31, 2026 | December 31, 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Convertible promissory notes — 1800 Diagonal Lending, LLC, face value | ||||||||
| Convertible promissory notes — Boot Capital LLC, face value | ||||||||
| Note payable — D. Allison (non-convertible), face value | ||||||||
| Convertible note payable — Global Alliance Consulting Group, face value | ||||||||
| Senior secured convertible promissory note — Streeterville Capital, LLC (a): | ||||||||
| Convertible note payable, face value | ||||||||
| Less: Unamortized debt discount | ( | ) | ||||||
| Net carrying value, Streeterville | ||||||||
| Total debt, net of discount | ||||||||
| Less: current portion | ( | ) | ( | ) | ||||
| Long-term debt, net of current portion | ||||||||
(a)
Of the $
All
convertible notes outstanding at March 31, 2026, other than the Streeterville Initial Note, mature within twelve months of the balance
sheet date and are therefore classified as current liabilities. The D. Allison Note (matures
| F-24 |
NOTE 9 — DEBT FINANCING (continued)
(a) Convertible promissory notes — 1800 Diagonal Lending, LLC
During
the period from March 17, 2025 through January 29, 2026, the Company issued seven (7) convertible promissory notes to 1800 Diagonal Lending,
LLC (“Diagonal”), aggregating $
During
the three months ended March 31, 2026, the Company issued two additional notes to Diagonal. Note 6 (DLL-1917) was issued on January 15,
2026 with a face value of $
Also
during the three months ended March 31, 2026, the holder elected to convert Notes 2 and 3 in full into shares of the Company’s
common stock at the contractual fixed conversion price of $
The following table presents the rollforward of the Company’s Diagonal convertible notes payable for the three months ended March 31, 2026:
| Face Value | Unamortized OID | Unamortized Deferred Financing Costs | Net Carrying Value | |||||||||||||
| Balance, December 31, 2025 | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||
| Issuance of Note 6 and Note 7 | ( | ) | ( | ) | ||||||||||||
| Cash payments — principal portion | ( | ) | ( | ) | ||||||||||||
| Conversion of Notes 2 and 3 to common stock | ( | ) | ( | ) | ||||||||||||
| Amortization of OID and DFC (Q1 2026) | ||||||||||||||||
| Balance, March 31, 2026 | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||
On
April 28 and April 29, 2026, subsequent to the balance sheet date, the holder elected to convert the remaining $
(b) Convertible promissory notes — Boot Capital LLC
During
the period from March 18, 2025 through January 30, 2026, the Company issued four (4) convertible promissory notes to Boot Capital LLC
(“Boot”), aggregating $
During
the three months ended March 31, 2026, the Company issued two additional notes to Boot. Boot Note #3 was issued on January 15, 2026, with
a face value of $
| F-25 |
NOTE 9 — DEBT FINANCING (continued)
During
the three months ended March 31, 2026, the Company also recorded a face value adjustment of $
The following table presents the rollforward of the Company’s Boot convertible notes payable for the three months ended March 31, 2026:
| Face Value | Unamortized OID | Net Carrying Value | ||||||||||
| Balance, December 31, 2025 | $ | $ | ( | ) | $ | |||||||
| Issuance of Boot Notes #3 and #4 | ( | ) | ||||||||||
| Face value adjustment for OID gross-up at issuance | ||||||||||||
| Cash payments — principal portion (Boot Note #3) | ( | ) | ( | ) | ||||||||
| Reclassification of mis-coded Q4 2025 wires (Boot #1) | ( | ) | ( | ) | ||||||||
| Conversion to common stock (Boot Notes #1 final tranche and #2) | ( | ) | ( | ) | ||||||||
| OID amortization (Q1 2026) | ||||||||||||
| Balance, March 31, 2026 | $ | $ | ( | ) | $ | |||||||
(c) Note Payable — D. Allison
On
June 21, 2024, the Company issued a non-convertible promissory note to D. Allison (the “Allison Note”) in the original principal
amount of $
Through
December 31, 2025, the Company had made four prepayments of $
During
the three months ended March 31, 2026, no further prepayments were made and the outstanding principal balance remained $
(d) Convertible Note Payable — Global Alliance
On
December 10, 2025, the Company issued a convertible promissory note (the “Global Alliance Note”) to Global Alliance Consulting
Group in the original principal amount of $
The
Global Alliance Note is accounted for as a single debt instrument under ASC 470-20, as amended by ASU 2020-06. The Company evaluated
the embedded conversion feature and concluded: (i) the conversion option satisfies the fixed-for-fixed criterion (a fixed dollar amount
of debt converts into a fixed number of shares at a fixed price) and is therefore not bifurcated as an embedded derivative under ASC
815-15; (ii) ASU 2020-06 eliminated the beneficial conversion feature (“BCF”) separation model, and accordingly no portion
of the proceeds is allocated to additional paid-in capital, notwithstanding that the conversion price of $
The
$
Upon full conversion of the Global Alliance Note (assuming conversion of the entire face value plus all contractual interest at maturity), the Company would issue approximately shares of common stock. The Company has reserved sufficient authorized but unissued shares to satisfy potential conversion. As of March 31, 2026, no portion of the Global Alliance Note had been converted.
| F-26 |
NOTE 9 — DEBT FINANCING (continued)
(e) Senior Secured Convertible Promissory Note — Streeterville Capital, LLC
On
February 26, 2026, the Company issued a senior secured convertible promissory note (the “Streeterville Initial Note”) to
Streeterville Capital, LLC (“Streeterville”) in the original principal amount of $
In
connection with the issuance, the Company incurred and paid (or netted against the proceeds at closing) the following debt issuance costs:
a Maxim placement agent fee of $
The Company evaluated the embedded conversion feature of the Streeterville Initial Note under ASC 815-15 and concluded that the conversion option is required to be bifurcated from the host debt and accounted for separately as a derivative liability at fair value. Because the conversion strike resets to a fixed percentage of the lowest 10-day VWAP of the Company’s common stock preceding each conversion, the conversion feature does not satisfy the fixed-for-fixed indexation test under ASC 815-40-15 and accordingly does not qualify for equity classification. The bifurcated instrument (the “Compound Embedded Derivative”) is measured at fair value at each reporting date, with changes in fair value recognized in earnings as a non-operating gain or loss in the line item “Change in fair value of derivative liability.”
At
issuance on February 26, 2026, the Compound Embedded Derivative was valued at $
During
the 33 days from February 26, 2026, through March 31, 2026, the Company recognized $
The
aggregate impact of the Streeterville Initial Note on the Company’s condensed consolidated statements of operations for the three
months ended March 31, 2026, was a net pre-tax gain of $
| F-27 |
NOTE 9 — DEBT FINANCING (continued)
The following table presents the rollforward of the Streeterville Initial Note and the related Compound Embedded Derivative for the three months ended March 31, 2026:
| Face Value | Unamortized Discount | Accrued Interest | Compound Derivative (FV) | |||||||||||||
| Balance, December 31, 2025 | ||||||||||||||||
| Issuance, February 26, 2026 (face value) | ||||||||||||||||
| Aggregate discount established at issuance | ( | ) | ||||||||||||||
| Initial fair value of Compound Embedded Derivative | ||||||||||||||||
| Discount amortization (Q1 2026, 33/730 days) | ||||||||||||||||
| Stated interest accrual (Q1 2026, 8% × 33/365) | ||||||||||||||||
| Mark-to-market remeasurement (gain) | ( | ) | ||||||||||||||
| Balance, March 31, 2026 | $ | $ | ( | ) | $ | $ | ||||||||||
The Compound Embedded Derivative is presented as a separate non-current liability on the Company’s condensed consolidated balance sheet at March 31, 2026. The Streeterville Initial Note is the only Level 3 fair value instrument outstanding at the balance sheet date. There were no transfers into or out of Level 3 during the three months ended March 31, 2026.
(f) Interest Expense
Total interest expense recognized in the Company’s condensed consolidated statements of operations for the three months ended March 31, 2026 and March 31, 2025 with respect to the debt instruments described above was as follows:
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | |||||||||||||||||||
| Stated Interest | OID / Discount Amort. | DFC / Other Amort. | Total | Total | ||||||||||||||||
| Diagonal convertible notes | $ | $ | $ | $ | $ | |||||||||||||||
| Boot convertible notes | ||||||||||||||||||||
| D. Allison Note | ||||||||||||||||||||
| Global Alliance Note | ||||||||||||||||||||
| Streeterville Initial Note | ||||||||||||||||||||
| Total interest expense | $ | $ | $ | $ | $ | |||||||||||||||
Amortization
of OID and DFC for the Diagonal and Boot convertible notes for the three months ended March 31, 2026 includes accelerated discount writeoffs
recognized at the conversion or extinguishment of Diagonal Notes 2 and 3, Boot Note #1 (final tranche), and Boot Note #2 during the period.
With respect to the Boot notes, the column captioned “DFC / Other Amortization” represents the amortization of one-time interest
required by the Boot note agreements over their contractual term, including accelerated amortization recognized upon conversion. With
respect to the Streeterville Initial Note, the $
For
the three months ended March 31, 2025, the Company’s outstanding debt was limited to (i) the D. Allison Note, which was outstanding
for the full period and contributed $
The disclosures in this footnote should be read in conjunction with Note 2 (Summary of Significant Accounting Policies) and Note 8 (Debt Financing) included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
| F-28 |
NOTE 10 – STOCKHOLDERS’ EQUITY
We have authorized capital stock consisting of shares of common stock, par value $ per share, and shares of preferred stock.
As
of March 31, 2026, shares were issued and outstanding. All share counts and per-share amounts reflect the
Q1 2026 Issuances of Common Stock
During the three months ended March 31, 2026, the Company issued shares of common stock as follows:
| ● | On
January 1, 2026,
shares of restricted common stock were issued to Global Alliance Consulting Group as additional consideration under a Business
Consulting Agreement, valued at $ |
| ● | On
February 5, 2026,
shares were issued to Hottest Media LLC, a related party, in settlement of accounts payable of $ |
| ● | On
February 17, 2026,
shares were issued to David Boulette, the Company’s Chief Executive Officer, upon his exercise of the first vesting tranche of
his
stock options at the contractual exercise price of $ |
| ● | On
various conversion dates between January 28, 2026, and January 30, 2026, an aggregate of
shares to 1800 Diagonal Lending LLC ( shares) and Boot Capital LLC ( shares)
in settlement of five Diagonal and Boot Notes converted at $ per share, valued at $ |
| ● | On
March 23, 2026,
shares were transferred to Maxim Group LLC in settlement of advisory services rendered under the Letter of Engagement dated June 12,
2024, valued at $ |
CEO Stock Option Grant
On May 31, 2025, pursuant to the CEO’s Employment Agreement and the Company’s equity incentive plan, the Company granted to David Boulette, Chief Executive Officer, options to purchase shares of the Company’s common stock at an exercise price of $ per share (the “CEO Award”). The CEO Award is equity-classified under ASC 718-10-25-7, vests in five equal cliff tranches of options each (20% per tranche), and is contingent on continued service through each cliff vesting date. The first tranche of options vested on January 1, 2026.
The Company recognized stock-based compensation expense in fiscal 2025 in respect of the first vesting tranche; the Company’s applied recognition policy is to recognize compensation cost for short-duration cliff-vesting awards upon satisfaction of the requisite service condition. The position has been concurred upon by LAO Professionals as the Company’s PCAOB-registered auditor in connection with the fiscal year ended December 31, 2025 audit. Cumulative compensation cost recognized through the vesting date is mathematically identical to the result that would have been produced under straight-line attribution; the methodologies differ only in inter-period allocation.
Upon
completion of the requisite service period on January 1, 2026, the Company recognized in Q1 2026 the cumulative compensation cost of
$
| F-29 |
NOTE 10 – STOCKHOLDERS’ EQUITY (continued)
On
February 17, 2026, the CEO exercised the first vesting tranche by means of an offset against accrued but unpaid CEO compensation of $
( shares × $ strike). The exercise was non-cash, increased equity by $
The remaining unvested options will be recognized as stock-based compensation expense in subsequent reporting periods over their respective requisite service periods at the same grant-date fair value per option, subject to forfeiture if the CEO does not render service through each subsequent cliff date.
Maxim Group Advisory Award
Pursuant to a Letter of Engagement dated June 12, 2024 (the “LOE”), the Company had agreed to issue Maxim Group LLC (“Maxim”), a FINRA- and SIPC-registered broker-dealer, an aggregate of shares of common stock under a two-tranche schedule ( upon execution and upon listing on a national exchange) as compensation for advisory services in connection with a contemplated equity-based capital raise via Form S-1. The implicit performance condition tied the share-based compensation to a successful equity-based capital raise; that capital raise was not pursued, and the original -share entitlement was waived by mutual agreement of the parties.
In
recognition of the advisory services that Maxim had nonetheless rendered in connection with the abandoned equity raise, the parties agreed
to a renegotiated settlement of shares as full and final consideration for advisory services rendered through the date of issuance.
The shares were issued on March 23, 2026, at a grant-date fair value of $
Hottest Media Settlement
On
February 5, 2026, the Company’s Board of Directors, by Written Consent in Lieu of a Meeting, approved a settlement of $
The
Company applied ASC 470-50 (Modifications and Extinguishments) and measured the equity issued at a fair value of $
Reverse Stock Split
In February 2025, the Company announced a 4-to-1 reverse stock split effective February 11, 2025, as part of its strategy to uplist to a national securities exchange. Under the reverse split, every four shares of outstanding common stock were converted into one share. Shareholders entitled to fractional shares received one full share instead. All share counts and per-share amounts in these consolidated financial statements reflect the reverse split on a retroactive basis.
NOTE 11 – OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements affecting our liquidity, capital resources, market risk support, credit risk support, or other benefits.
NOTE 12 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the date these consolidated financial statements were issued, and identified the following events requiring disclosure:
Conversions of Streeterville Note
Subsequent
to March 31, 2026, Streeterville Capital, LLC (the “Holder”) elected to convert an aggregate $
| F-30 |
The details of the conversions are summarized below:
| Conversion # | Conversion Date | Conversion Amount | Conversion Price | Conversion Shares | Settlement Custodian | |||||||||||
| 1 | $ | $ | ||||||||||||||
| 2 | $ | $ | ||||||||||||||
| 3 | $ | $ | ||||||||||||||
| 4 | $ | $ | ||||||||||||||
| 5 | $ | $ | ||||||||||||||
| Total | $ | |||||||||||||||
$100 Million At-the-Market Offering with Maxim Group LLC
On
April 14, 2026, the Company entered into an Equity Distribution Agreement with Maxim Group LLC (“Maxim”), pursuant to which
the Company may offer and sell up to $
ATM Sales Activity
From
April 16, 2026, through May 6, 2026, the Company sold an aggregate of shares of its common stock under the Equity Distribution
Agreement with Maxim Group LLC described above, generating gross proceeds of $
| Trade Date | Settlement Date | Shares Sold | Sales Price | Gross Proceeds | Commission | Net Proceeds | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||
Conversion of DLL #4
Subsequent
to March 31, 2026, the residual principal balance of $
Receipt of BRAI Month 2 Cash Fee
On
April 7, 2026, the Company received the Month 2 cash fee of $
BRAI 3-for-1 Forward Stock Split
After the close of trading on April 28, 2026, BRAI’s previously announced 3-for-1 forward stock split became effective; trading on a split-adjusted basis on the Nasdaq Capital Market commenced on April 29, 2026. The Company’s holding of pre-split shares of BRAI common stock was recharacterized to post-split shares with no change in aggregate carrying value. The split is a non-recognized (Type II) subsequent event under ASC 855-10-25 and does not adjust the Q1 2026 financial statements.
JTAI 1-for-200 Reverse Stock Split
On
April 8, 2026, subsequent to the balance sheet date, Jet.AI, Inc. (JTAI) implemented a
Other than as disclosed above, management evaluated all other subsequent events through the date these financial statements were issued and concluded that there were no other events requiring adjustment to or disclosure in the consolidated financial statements.
| F-31 |
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Forward-Looking Statements
This Quarterly Report Form 10-Q contains forward-looking statements. For this purpose, any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “continue,” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. Our actual results could differ materially from those set forth as a result of general economic conditions and changes in the assumptions used in making such forward-looking statements. The following discussion and analysis of our financial condition and results of operations should be read together with the unaudited condensed financial statements and accompanying notes and the other financial information appearing elsewhere in this report. The analysis set forth below is provided pursuant to applicable Securities and Exchange Commission regulations and is not intended to serve as a basis for projections of future events. All forward-looking statements speak only as of the date they are made. We undertake no obligation to update such statements to reflect events or circumstances that exist after the date on which they are made.
Our Company
Eva Live Inc. (the “Company”) was incorporated under the laws of the State of Nevada on August 27, 2002, as International Pit Boss Gaming, Inc. On October 1, 2002, the Company merged with Pro Roads Systems, Inc. (a Florida corporation), a public shell company traded on the Pink Sheets. Pro Roads Systems, Inc. had no operations before the merger. The purpose of the merger was to change the Company’s domicile from Florida to Nevada. From its inception to 2006, the Company designed and developed software for the gaming industry. The Company changed its name on February 14, 2006, to Logo Industries Corporation and, on November 18, 2008, to Malwin Ventures Inc. On February 11, 2014, the Company announced negotiations with Impact Future Media LLC, and its President/Founder, Francois Garcia, acquired 100% of Impact Future Media LLC and its media and entertainment assets. The Company announced the closing of this transaction on March 25, 2014. From March 2014 to September 28, 2021, the Company was involved in the entertainment, publishing, and interactive industries.
On September 28, 2021 (the “Acquisition Date”), the Company merged into EvaMedia Corp. (“EvaMedia”). Upon completion of the reverse merger, the Company acquired all issued and outstanding shares of EvaMedia’s capital stock. As a result, the Company issued 110,192,177 shares of the Company’s common stock to shareholders of EvaMedia, and immediately following the Acquisition, 111,169,525 shares of common stock were issued and outstanding. As a result, EvaMedia’s shareholders control 99.12% of the issued and outstanding shares of the Company on a fully diluted basis. Following the Acquisition, David Boulette of EvaMedia became the company’s CEO, director, and controlling shareholder. He appointed two additional board members from EvaMedia, Phil Aspin and Daryl Walser. Terry Fields remained the only board member of the Company.
| 1 |
We deemed EvaMedia as an accounting acquirer based on the following facts: (i) after the reverse merger, former shareholders of EvaMedia held a majority of the voting interest of the combined company; (ii) former Board of Directors of EvaMedia possess majority control of the Board of Directors of the combined company; (iii) members of the management of EvaMedia are responsible for the management of the combined company. As such, we have treated the financial statements of EvaMedia as the historical financial statements of the combined company, and (iv) EvaMedia’s relative size, measured in assets and revenues, is significantly larger than that of the Company.
We have identified the Company as the legal acquirer, as it is the entity that issued securities. Comparatively, we have identified EvaMedia as the legal acquiree, the entity whose equity interests are acquired.
Since September 28, 2021, the Company has operated at the junction of digital marketing and media monetization.
On September 9, 2021, the Company completed a reverse split in the amount of 1-for-150, changed the Company’s name to Eva Live Inc., changed the Company’s trading symbol from “MLWN” to “GOAI,” and executed an Acquisition Agreement resulting in a change of control of the Company. On September 10, 2021, the Financial Industry Regulatory Authority (“FINRA”) announced the effectiveness of a change in the Company’s name from “Malwin Ventures, Inc.” to “Eva Live, Inc.” and a change in the Company’s ticker symbol from “MLWN” to the new trading symbol “GOAI”. Trading under the new ticker symbol began at market opening on July 11, 2021.
We execute our business through the Eva Platform based on Artificial Intelligence, or AI, to match advertising campaigns to specific ad spots one at a time. Our system creates conversion mapping tables that allow us to increase conversion rates by analyzing those trends with optimized historical conversion rates and further capitalizing on and improving those rates. We leverage “big data,” an accumulation of data that is too large and complex for traditional database management tools to process. Since more companies are attempting to leverage big data to make strategic business decisions, we have built automated tools that analyze the data and feed the relevant information into our decision logic. We have designed our solution to optimize brand campaigns to create brand awareness and direct response campaigns with a fixed conversion point.
Corporate Information
The Company’s principal office is The Plaza, 1800 Century Park East, Suite 600. Our telephone number is (310) 229-5981, and our corporate website is www.eva.live.
Going Concern
Although our financial statements have been prepared on a going concern basis, we must raise additional capital in order to continue as a going concern. See “Risk Factors – Risks Related to the Company - There is doubt that the Company can continue as a “going concern” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and Note 3 – Going Concern in this report.
| 2 |
PLAN OF OPERATIONS
The Company’s near-term plan of operations focuses on: (i) continued execution of the Eva Platform digital advertising business, including the brand marketing campaigns introduced in late 2025 that drove the substantial growth in the 4001b Brand Marketing revenue category from $94,074 in the three months ended March 31, 2025 to $2,576,939 in the three months ended March 31, 2026; (ii) growth of the an AI-driven marketing services line of business introduced in the first quarter of 2026 under the Jet.AI, Inc. and Braiin Limited service contracts described in Note 4; (iii) deployment of the cash proceeds received from the Streeterville Initial Note ($6,415,000 net of debt issuance costs) toward working capital and growth initiatives; and (iv) continued reduction of legacy convertible note obligations through scheduled cash repayments and holder-elected conversions, as described in Note 9.
As of March 31, 2026, the Company had 36,535,389 shares of common stock issued and outstanding and approximately $5,769,269 of unrestricted cash. The Company entered into an Equity Distribution Agreement with Maxim Group LLC on April 14, 2026, supporting an at-the-market offering of up to $100,000,000 in common stock under the Company’s effective Form S-3 shelf registration statement (Registration No. 333-294416, declared effective March 24, 2026). Sales under the Equity Distribution Agreement are at the Company’s discretion and may be used to fund operations, working capital needs, and other general corporate purposes.
Financial Conditions at March 31, 2026, and December 31, 2025
The following discussion compares the Company’s financial position at March 31, 2026, to its financial position at December 31, 2025.
Total Assets
Total assets increased by $8,401,719, from $16,315,862 at December 31, 2025, to $24,717,581 at March 31, 2026. The increase was driven primarily by the issuance of the Streeterville Capital senior secured convertible note in February 2026, which generated net cash proceeds of approximately $6,415,000, and by an increase in accounts receivable reflecting brand marketing and IR services revenue recognized during the period.
Cash and Cash Equivalents
Cash and cash equivalents increased by $5,566,745, from $202,524 at December 31, 2025, to $5,769,269 at March 31, 2026. The increase reflects net cash provided by financing activities of approximately $6.85 million (primarily the Streeterville Capital convertible note proceeds), partially offset by net cash used in operating activities of approximately $1.28 million. See “Liquidity and Capital Resources” below for further discussion of the Company’s cash flows.
Accounts Receivable, Net
Accounts receivable, net increased by $2,429,406, from $16,006,624 at December 31, 2025, to $18,436,030 at March 31, 2026. The increase reflects revenue recognized during the period that has not yet been collected, partially offset by cash receipts from existing customers, including PSQUARED, Inuvo, RARE HAVEN Holdings, and Allison Professional Law. Management continues to monitor collectability and believes the recorded allowance for doubtful accounts is adequate.
Marketable Securities
The Company recorded marketable securities of $360,900 at March 31, 2026 (none at December 31, 2025). The marketable securities consist of common shares of Jet.AI Inc. and Braiin Limited received as non-cash consideration in connection with investor relations services contracts entered into during the first quarter of 2026. The securities were initially recorded at fair value on the contract inception dates of $501,500 (representing $97,500 for the Jet.AI shares and $404,000 for the Braiin shares), with an offsetting credit to deferred revenue. The Company recognized an unrealized loss of $140,600 during the three months ended March 31, 2026, reflecting the mark-to-market adjustment to fair value at the balance sheet date.
Original Issue Discount and Deferred Financing Costs, Net
Original issuance discount, net increased by $44,684, from $73,482 at December 31, 2025, to $118,166 at March 31, 2026, and deferred financing costs, net increased by $233, from $18,044 to $18,277. The increases reflect newly recognized discount and financing costs associated with the four convertible promissory notes issued during the first quarter of 2026 by 1800 Diagonal Lending, LLC and Boot Capital LLC (aggregate discount additions of $128,814), partially offset by amortization of $83,892 to interest expense over the contractual term of each note, and accelerated relief of $28,534 (OID) and $4,900 (DFC) upon the conversion of four notes to common stock during the period.
| 3 |
Property and Equipment, Net
Property and equipment, net decreased by $249, from $14,919 at December 31, 2025, to $14,670 at March 31, 2026, reflecting depreciation recognized during the period. No additions or dispositions of property and equipment occurred during the quarter.
Accounts Payable and Payroll Liabilities
Accounts payable and payroll liabilities increased by $49,130, from $2,933,844 at December 31, 2025, to $2,982,974 at March 31, 2026. The change reflects normal trade payable activity during the period, including the non-cash settlement of $1,550,000 of accounts payable to Hottest Media LLC through the issuance of 500,000 shares of common stock in February 2026, partially offset by an increase in other vendor obligations.
Accrued Expenses
Accrued expenses decreased by $257,625, from $2,633,885 at December 31, 2025, to $2,376,260 at March 31, 2026, reflecting payments made on previously accrued obligations during the period.
Accrued Interest
Accrued interest decreased by $16,800, from $68,601 at December 31, 2025, to $51,801 at March 31, 2026. The decrease primarily reflects cash interest payments made during the period in connection with scheduled installment payments on the 1800 Diagonal Lending and Boot Capital notes.
Notes Payable, Current Portion
Notes payable (current) increased by $99,163, from $985,330 at December 31, 2025, to $1,084,493 at March 31, 2026. The change reflects a combination of cash transactions and significant non-cash activity during the quarter, summarized below.
Cash transactions during the period contributed a net increase of $452,126, consisting of:
| ● | $650,000 of cash proceeds from the issuance of new convertible promissory notes, comprising $450,000 from 1800 Diagonal Lending, LLC and $200,000 from Boot Capital LLC; partially offset by |
| ● | $197,874 of cash repayments of note principal, comprising $184,930 of scheduled installment payments and a final payoff to 1800 Diagonal Lending and $12,944 of scheduled installment payments to Boot Capital. |
Non-cash transactions during the period reduced notes payable by a net of $352,964, consisting of:
| ● | $447,740 of convertible notes extinguished through conversion to common stock. The Company issued an aggregate of 143,104 shares of common stock at the contractual conversion price of $3.2565 per share to settle four notes held by 1800 Diagonal Lending and Boot Capital. The conversions were accounted for under the book-value method in accordance with ASC 470-20-40-1, and no gain or loss was recognized. |
| ● | $128,814 of original issue discount recorded against the carrying value of notes payable at issuance, presented as a direct deduction from the related notes payable on the consolidated balance sheet and being amortized to interest expense over the contractual term of each note. |
| ● | $34,038 reclassification of three monthly payments originally recorded against Traffic Purchase expense during the fourth quarter of 2025, which the Company determined during the first quarter of 2026 should have been applied against the carrying value of the Boot Capital notes payable. |
| 4 |
Deferred Revenue
The Company recorded deferred revenue of $549,803 at March 31, 2026 (none at December 31, 2025). The deferred revenue balance consists of $48,303 of cash advances received from customers under contracts where revenue recognition criteria had not been satisfied as of the balance sheet date, plus $501,500 representing the fair value of marketable securities received as non-cash consideration under investor relations services contracts with Jet.AI Inc. and Braiin Limited that have not yet been earned. Revenue will be recognized over the service periods specified in the underlying contracts.
Convertible Note Payable, Net of Unamortized Discount
The Company recorded a convertible note payable, net of unamortized discount, of $396,434 at March 31, 2026 (none at December 31, 2025). The balance reflects the issuance on February 26, 2026, of a senior secured convertible promissory note to Streeterville Capital, LLC with a face value of $7,560,000, less aggregate unamortized debt discount of $7,163,566 (consisting of original issue discount, closing fees, placement agent fees, legal fees, and the bifurcated value of the embedded derivative). The discount is being amortized to interest expense over the 24-month contractual term of the note using a straight-line approximation of the effective interest method. The Company received net cash proceeds of approximately $6,415,000 from the note issuance. See Note [X] — Senior Secured Convertible Promissory Note for further information regarding the terms of the note, the embedded derivative, and the related conversion features.
Derivative Liability
The Company recorded a derivative liability of $4,923,000 at March 31, 2026 (none at December 31, 2025). The derivative liability represents the compound embedded derivative bifurcated from the host debt instrument of the Streeterville Capital convertible note pursuant to ASC 815-15. The derivative was initially recognized at a fair value of $6,662,000 on the issuance date, with $6,415,000 recorded as a debt discount and $247,000 recognized as a loss on issuance reflecting the excess of the embedded derivative’s fair value over the available debt discount allocation. The Company recognized a mark-to-market gain of $1,739,000 during the three months ended March 31, 2026, reflecting the change in fair value at the balance sheet date.
Stockholders’ Equity
Total stockholders’ equity increased by $2,658,614, from $9,694,202 at December 31, 2025, to $12,352,816 at March 31, 2026. The increase primarily reflects the issuance of equity instruments during the period, partially offset by the net loss recognized for the quarter:
| ● | Common stock and additional paid-in capital increased by an aggregate of $13,285,190, reflecting (i) 4,000,000 shares issued to David Boulette, Chief Executive Officer, under his employment agreement (aggregate fair value including stock-based compensation expense of $8,011,669); (ii) 300,000 restricted shares granted to Global Alliance Consulting Group under a consulting agreement (aggregate grant-date fair value of $2,250,000); (iii) 500,000 shares issued to Hottest Media LLC in settlement of trade accounts payable (fair value $1,550,000); (iv) 143,104 shares issued in extinguishment of convertible promissory notes payable (fair value $466,021); and (v) 250,000 shares issued to Maxim Advisory for advisory services (fair value $1,007,500). |
| ● | Deferred stock-based compensation of $(2,062,500) was recognized as a contra-equity balance representing the unvested portion of the Global Alliance Consulting Group restricted stock grant, which vests ratably over a 36-month service period. |
| ● | Accumulated deficit increased by $8,564,076, reflecting the net loss for the three months ended March 31, 2026. |
Working Capital
The Company’s working capital improved significantly during the period, from $9,679,283 at December 31, 2025, to $17,657,580 at March 31, 2026, an increase of approximately $7,978,297. The improvement primarily reflects the cash proceeds received from the Streeterville Capital convertible note issuance in February 2026, partially offset by working capital changes in operating assets and liabilities during the period.
| 5 |
RESULTS OF OPERATIONS
Three Months Ending March 31, 2026, and 2025
The following table summarizes the Company’s results of operations for the three months ended March 31, 2026, compared to the three months ended March 31, 2025:
| Three Months Ended | Three Months Ended | $ Change | % Change | |||||||||||||
| March 31, 2026 | March 31, 2025 | (2026 vs 2025) | (2026 vs 2025) | |||||||||||||
| Revenue | ||||||||||||||||
| Total revenue | $ | 3,903,231 | $ | 3,681,520 | $ | 221,711 | 6.0 | % | ||||||||
| Operating expenses | ||||||||||||||||
| Stock-based compensation | - | - | - | NM | ||||||||||||
| General and administrative | 9,279,934 | 377,385 | 8,902,549 | 2359.0 | % | |||||||||||
| Media traffic purchase | 3,729,442 | 1,300,766 | 2,428,676 | 186.7 | % | |||||||||||
| Amortization and depreciation | 249 | 407 | (158 | ) | -38.8 | % | ||||||||||
| Total operating expenses | 13,009,625 | 1,678,558 | 11,331,067 | 675.0 | % | |||||||||||
| Operating income (loss) | (9,106,394 | ) | 2,002,962 | (11,109,356 | ) | -554.6 | % | |||||||||
| Other income (expense) | ||||||||||||||||
| Interest expense | (499,082 | ) | (7,268 | ) | (491,814 | ) | 6766.8 | % | ||||||||
| Unrealized loss on marketable securities | (140,600 | ) | - | (140,600 | ) | NM | ||||||||||
| Change in fair value of derivative liability | 1,739,000 | - | 1,739,000 | NM | ||||||||||||
| Loss on settlement of payable | (310,000 | ) | - | (310,000 | ) | NM | ||||||||||
| Loss on issuance of convertible note | (247,000 | ) | - | (247,000 | ) | NM | ||||||||||
| Total other income (expense) | 542,318 | (7,268 | ) | 549,586 | -7561.7 | % | ||||||||||
| Net loss | $ | (8,564,076 | ) | $ | 1,995,694 | $ | (10,559,770 | ) | -529.1 | % | ||||||
Revenue
Total revenue for the three months ended March 31, 2026, was $3,903,231, compared to $3,681,520 for the three months ended March 31, 2025, an increase of $221,711, or 6.0%. The increase in revenue reflects continued growth in the Company’s brand marketing and digital media services to existing customers, partially offset by timing differences in customer order flow between quarters. Revenue is generated primarily from media buying, customer acquisition campaigns, and investor relations services. The Company also recognized revenue during the first quarter of 2026 from new investor relations services contracts with Jet.AI Inc. and Braiin Limited under which consideration was received in the form of common stock of the customer (recorded as marketable securities at fair value on the contract inception date).
Stock-Based Compensation
Stock-based compensation expense was $0 for both the three months ended March 31, 2026, and March 31, 2025, as classified in operating expenses on the consolidated statements of operations. Stock-based compensation activity incurred during the first quarter of 2026 (totaling approximately $9.2 million) is reflected in other operating expense classifications, including General and Administrative expense, in accordance with the Company’s expense classification policy and the nature of services rendered. See Note 7 - Stock-Based Compensation for further information regarding the components and recipients of stock-based compensation expense recognized during the period.
Media traffic
Media traffic purchase expense was $3,729,442 for the three months ended March 31, 2026, compared to $1,300,766 for the three months ended March 31, 2025, an increase of $2,428,676, or 186.7%. The increase reflects an expansion in media buying and customer acquisition activity through Hottest Media LLC, Advertala PTE, Wise Ltd., and other media partners, consistent with the Company’s revenue growth strategy and increased volume of customer acquisition campaigns during the period. Media traffic purchase expense generally moves directionally with revenue, and changes also influence the year-over-year increase in the mix of customer acquisition channels.
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General & administrative costs
General and administrative expense was $9,279,934 for the three months ended March 31, 2026, compared to $377,385 for the three months ended March 31, 2025, an increase of $8,902,549, or 2,359.0%. The substantial increase reflects equity-based compensation arrangements entered into during the first quarter of 2026, including: (i) a stock option grant to David Boulette, Chief Executive Officer, under his employment agreement (4,000,000 options, Tranche 1 of 5) with a grant-date fair value of $7,611,669; (ii) a 4,000,000 common stock grant to Mr. Boulette under his employment agreement at $0.10 per share ($400,000); (iii) a restricted common stock grant to Global Alliance Consulting Group under a 36-month consulting arrangement (300,000 shares with grant-date fair value of $2,250,000, of which $187,500 was recognized during the period); and (iv) common stock issued to Maxim Advisory for advisory services (250,000 shares at $4.03 per share, $1,007,500). The remainder of the increase reflects higher professional, legal, audit, and consulting fees incurred in connection with the Company’s continued public company readiness, acquisition activities, and capital-raising transactions completed during the period.
Amortization and depreciation
Amortization and depreciation expense were $249 for the three months ended March 31, 2026, compared to $407 for the three months ended March 31, 2025, a decrease of $158, or 38.8%. The decrease reflects the continuing depreciation of property and equipment that is approaching the end of its useful life. The Company did not acquire or dispose of significant property and equipment during the period.
Operating Loss
The Company recognized an operating loss of $9,106,394 for the three months ended March 31, 2026, compared to operating income of $2,002,962 for the three months ended March 31, 2025, an unfavorable variance of $11,109,356. The reduction in operating results primarily reflects the substantial increase in General and Administrative expense driven by equity-based compensation grants entered into during the first quarter of 2026, as well as higher media traffic purchase expense supporting revenue growth, partially offset by a modest year-over-year increase in revenue.
Interest Expense
Interest expense was $499,082 for the three months ended March 31, 2026, compared to $7,268 for the three months ended March 31, 2025, an increase of $491,814. The increase primarily reflects (i) interest expense, original issue discount amortization, and deferred financing cost amortization on the senior secured convertible promissory note issued by Streeterville Capital, LLC in February 2026 (aggregate of $396,434, consisting of $341,753 of discount amortization and $54,681 of stated interest accreted to the outstanding balance), and (ii) interest expense, original issue discount amortization, and deferred financing cost amortization on the eight convertible promissory notes issued by 1800 Diagonal Lending, LLC and Boot Capital LLC during 2025 and 2026 (aggregate of $95,314 across stated interest, accelerated discount on the four converted notes, and Q1 amortization on the active notes). See Note 9 – Debt Financing for further details.
Unrealized Loss on Marketable Securities
The Company recognized an unrealized loss on marketable securities of $140,600 for the three months ended March 31, 2026 (no comparable amount for the three months ended March 31, 2025). The unrealized loss reflects the mark-to-market adjustment of common shares of Jet.AI Inc. and Braiin Limited received as non-cash consideration under investor relations services contracts entered into during the first quarter of 2026. The securities were initially recorded at a fair value of $501,500 on the contract inception dates and declined to a fair value of $360,900 at March 31, 2026.
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Change in Fair Value of Derivative Liability
The Company recognized a gain on the change in fair value of derivative liability of $1,739,000 for the three months ended March 31, 2026 (no comparable amount for the three months ended March 31, 2025). The gain reflects the mark-to-market adjustment of the compound embedded derivative bifurcated from the senior secured convertible promissory note issued to Streeterville Capital, LLC in February 2026. The derivative was initially recognized at a fair value of $6,662,000 on the issuance date and was remeasured to a fair value of $4,923,000 at March 31, 2026. The fair value measurement of the derivative is sensitive to changes in the Company’s common stock price, volatility, and the conversion-trigger probability. See Note 2 - Fair Value Measurements for further detail.
Loss on Settlement of Payable
The Company recognized a loss on settlement of payable of $310,000 for the three months ended March 31, 2026 (no comparable amount for the three months ended March 31, 2025). The loss reflects the issuance of 500,000 shares of common stock to Hottest Media LLC in February 2026 in settlement of outstanding trade accounts payable. The shares were issued at 80% of the closing price of the Company’s common stock on February 5, 2026; the loss reflects the difference between the carrying value of the settled payable ($1,240,000) and the fair value of the common stock issued ($1,550,000).
Loss on Issuance of Convertible Note
The Company recognized a loss on issuance of convertible note of $247,000 for the three months ended March 31, 2026 (no comparable amount for the three months ended March 31, 2025). The loss reflects the excess of the initial fair value of the compound embedded derivative bifurcated from the Streeterville Capital senior secured convertible promissory note ($6,662,000) over the available debt discount allocation ($6,415,000) on the issuance date of February 26, 2026. See Note 9 - Debt Financing for further details.
Net Loss
The Company recognized a net loss of $8,564,076, or $(0.24) per basic and diluted share, for the three months ended March 31, 2026, compared to net income of $1,995,694, or $0.06 per basic and diluted share, for the three months ended March 31, 2025. The change from net income to net loss principally reflects the non-cash equity-based compensation expense incurred during the first quarter of 2026 in connection with executive and consulting arrangements, partially offset by the gain on the change in fair value of the derivative liability associated with the Streeterville Capital convertible note. Excluding the impact of equity-based compensation and the derivative remeasurement, the Company’s underlying operating performance reflects continued revenue growth and corresponding investment in customer acquisition activity. The weighted-average number of common shares outstanding increased from 31,342,285 in the prior-year period to 36,015,045 in the current period, reflecting common stock issuances during 2025 and 2026.
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LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2026, the Company had cash and cash equivalents of $5,769,269, compared to $202,524 at December 31, 2025, and working capital of $17,657,580, compared to $9,679,283 at December 31, 2025. The principal source of liquidity during the three months ended March 31, 2026, was the senior secured convertible promissory note issued to Streeterville Capital, LLC in February 2026 (the “Streeterville Initial Note”), which generated net cash proceeds of approximately $6,415,000. The Streeterville Initial Note has a face value of $7,560,000; cash proceeds at issuance were reduced by an original issue discount of $560,000, an investor closing expense reimbursement of $30,000, placement agent fees of $402,500 paid to Maxim Group LLC, and legal fees of $152,500 paid to Sichenzia Ross Ference Carmel LLP, in each case netted from the wire at closing or paid promptly thereafter. The Company also received gross cash proceeds of $650,000 from the issuance of four new convertible promissory notes during the period, comprising $450,000 from 1800 Diagonal Lending, LLC (Note #6 on January 15, 2026 with cash proceeds of $100,000 and Note #7 on January 29, 2026 with cash proceeds of $350,000) and $200,000 from Boot Capital LLC (Note #3 on January 15, 2026 with cash proceeds of $50,000 and Note #4 on January 30, 2026 with cash proceeds of $150,000). The face values of these new notes aggregate approximately $778,814 (cash proceeds of $650,000 plus $128,814 of original issue discount and deferred financing costs netted at issuance). See Note 9 — Debt Financing for further information regarding the terms of these notes.
Net cash used in operating activities was $(1,284,193) for the three months ended March 31, 2026, compared to net cash provided by operating activities of $109,542 for the three months ended March 31, 2025. The increase in operating cash usage primarily reflects the $2,429,406 increase in accounts receivable arising from the timing of customer collections, the $257,625 reduction in accrued expenses as previously accrued obligations were settled in cash, and the $16,800 reduction in accrued interest reflecting cash interest payments made on the 1800 Diagonal Lending and Boot Capital notes during the period. Non-cash add-backs partially offset these uses of operating cash to net loss in the reconciliation to operating cash flow totaling approximately $9.7 million, including stock-based compensation expense of $8,011,669, shares issued for services of $3,257,500, and amortization of debt discount and accrued interest on convertible notes of $396,434, less deferred stock-based compensation of $2,062,500 representing the unvested portion of equity awards granted during the period.
Net cash used in investing activities was $0 for the three months ended March 31, 2026, compared to $(3,230) for the three months ended March 31, 2025 (which represented fixed asset purchases). The Company did not acquire or dispose of significant property and equipment during the first quarter of 2026.
Net cash provided by financing activities was $6,850,938 for the three months ended March 31, 2026, compared to $133,910 for the three months ended March 31, 2025. The increase principally reflects the issuance of the Streeterville Initial Note in February 2026 (net cash proceeds of $6,415,000), supplemented by net cash proceeds from the new Diagonal Lending and Boot Capital convertible notes of $452,126 (gross cash proceeds of $650,000 less cash principal repayments of $197,874).
Approximately 79% of the Company’s gross accounts receivable balance at March 31, 2026, was outstanding for more than 90 days from the invoice date. Management is actively engaged with the Company’s largest counterparties regarding the collection of these balances and, based on counterparty confirmations received to date, the Company’s historical collection experience with these counterparties, and the absence of disputes regarding amounts owed, management expects substantially all of these balances to be collected within the look-forward period.
On April 14, 2026, the Company entered into an Equity Distribution Agreement with Maxim Group LLC providing for the offer and sale, from time to time and at the Company’s discretion, of shares of the Company’s common stock having an aggregate offering price of up to $100,000,000 in transactions deemed to be “at-the-market offerings” under Rule 415 promulgated under the Securities Act of 1933 (see Note 12 — Subsequent Events). Sales under the Equity Distribution Agreement are conducted under the Company’s effective Form S-3 shelf registration statement (Registration No. 333-294416). Maxim is entitled to a fixed commission of 3.0% of the gross sales price of shares sold. The Equity Distribution Agreement has a term of twelve months from execution. As of the date of this report, no sales have been made under the Equity Distribution Agreement.
GOING CONCERN CONSIDERATION
Although the accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, management has evaluated, in accordance with FASB Accounting Standards Codification 205-40, whether the conditions and events described in Note 3 — Going Concern, considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these financial statements are issued. Management has concluded that the conditions and events described in Note 3 (recurring net losses, accumulated deficit of $28,906,438 at March 31, 2026, elevated media traffic purchase costs as a percentage of revenue in the current quarter, and the contingent redemption right of the Streeterville Initial Note) raise substantial doubt; however, management believes that its plans, including the Maxim Equity Distribution Agreement, the expected normalization of media traffic purchase costs, the expected collection of outstanding accounts receivable balances, and the share-settled (rather than cash-settled) nature of conversions of the Streeterville Initial Note, are probable of being effectively implemented and, if implemented, are sufficient to alleviate the substantial doubt. See Note 3 — Going Concern for the full going-concern discussion.
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CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT JUDGMENTS AND ESTIMATES
We have based our management’s discussion and analysis of our financial condition and results of operations on our financial statements, prepared in accordance with U.S. generally accepted accounting principles. In preparing our financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses for the reporting periods. Our actual results may differ from these estimates, and such differences could be material and uncertain, particularly in the current economic environment, given the impact of COVID-19.
In more detail, we have described significant accounting policies in Note 2 of our annual financial statements included in our 10-K for the fiscal year ended December 31, 2024, filed with the SEC on October 27, 2023. We evaluate our critical accounting estimates and judgments, as required by our policies, on an ongoing basis and update them as necessary in response to changing conditions.
JOBS ACT ACCOUNTING ELECTION
We are an “emerging growth company,” as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued after the enactment of the JOBS Act until those standards apply to private companies. As an emerging growth company, we have applied for an exemption; as a result, the Company may delay the adoption of certain accounting standards until the standards apply to private companies.
OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS
We have not engaged in any off-balance sheet arrangements as defined in Item 303(c) of the SEC’s Regulation S-B. We did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities that would have been established to facilitate off-balance sheet arrangements or other contractually narrow or limited purposes.
RECENT ACCOUNTING PRONOUNCEMENTS
The amendments in the ASU are effective for fiscal years beginning after January 1, 2020, including interim periods within those fiscal years. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued. We have adopted this ASU as of January 1, 2020, for ASC 606, Revenue Recognition, and Amended ASU 2016-02, Leases (Topic 840). The ASU is currently not expected to have a material impact on our consolidated financial statements. While we have described significant accounting policies in more detail in Note 2 of our annual financial statements included in our S-1/A for the fiscal year ended December 31, 2024, filed with the SEC on October 27, 2023, we believe the accounting policies as described in Note 2 to be critical to the judgments and estimates used in the preparation of our financial statements.
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| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS. |
Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).
| ITEM 4. | CONTROLS AND PROCEDURES. |
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer (together, the “Certifying Officers”), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this Report.
Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Certifying Officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
Management’s Report on Internal Controls over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a -15(f) under the Securities Exchange Act, as amended. Management, with the participation of the Chief Executive Officer, evaluated the effectiveness of the Company’s internal control over financial reporting as of March 31, 2026. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013 Framework). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and
(3) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our consolidated financial statements. Additionally, projections of any evaluation of effectiveness in future periods are subject to the risk that controls may become inadequate due to changes in conditions or that the degree of compliance with policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting as of March 31, 2026. Based on our assessments, management determined that we did not maintain effective internal control over financial reporting as of March 31, 2026, due to the material weakness in our internal controls, due to inadequate segregation of duties within account processes, due to limited personnel, and insufficient written policies and procedures for accounting, IT, and financial reporting and record keeping.
Management intends to implement remediation steps to improve internal controls, addressing inadequate segregation of duties within account processes, limited personnel resources, and insufficient written policies and procedures for accounting, IT, financial reporting, and record-keeping. We plan to further improve this process by enhancing the size and composition of our board upon the closing of the business, identifying third-party professionals with whom to consult regarding complex accounting applications, and considering additional staff with the requisite experience and training to supplement existing accounting professionals, and implementing additional layers of reviews in the internal controls and financial reporting process.
This Report does not include an attestation report from our independent registered public accounting firm, as we are an emerging growth company under the JOBS Act.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the three months ended March 31, 2026, and 2025, that have materially affected, or are reasonably likely to affect, our internal control over financial reporting materially.
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PART II.
| ITEM 1. | LEGAL PROCEEDINGS. |
There are no pending legal proceedings against the Company, and the Company is not aware of any proceedings that may be contemplated against it.
| Item 1A. | Risk Factors. |
In accordance with the requirements of Form 10-Q, the Company, as a smaller reporting company, is not required to disclose this item.
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
The following securities were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, during the three months ended March 31, 2026:
On January 1, 2026, 300,000 shares of restricted common stock were issued to Global Alliance Consulting Group as additional consideration under a Business Consulting Agreement, valued at $2,250,000 (300,000 shares × $7.500 closing price on December 31, 2025, the last trading day prior to the grant date). The award is recognized as stock-based compensation on a straight-line basis over the 36-month requisite service period. The unrecognized portion at March 31, 2026, of $2,062,500 is presented as common stock payable (a contra-equity caption). The securities were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
On February 5, 2026, 500,000 shares were issued to Hottest Media LLC, a related party, in settlement of accounts payable of $1,240,000. The shares were valued at a fair value of $1,550,000 (500,000 shares × $3.10 closing market price on February 5, 2026), resulting in a loss on extinguishment of debt of $310,000.
On February 17, 2026, 4,000,000 shares were issued to David Boulette, the Company’s Chief Executive Officer, upon his exercise of the first vesting tranche of his 20,000,000 stock options at the contractual exercise price of $0.10 per share. The aggregate $400,000 exercise price was satisfied not in cash but through offset against accrued but unpaid CEO compensation of equal amount.
On various conversion dates between January 28, 2026, and January 30, 2026, an aggregate of 143,104 shares to 1800 Diagonal Lending LLC (99,307 shares) and Boot Capital LLC (43,797 shares) in settlement of five Diagonal and Boot Notes converted at $3.2565 per share, valued at $466,021 in aggregate. See Note 9 – Debt Financing.
On March 23, 2026, 250,000 shares were issued to Maxim Group LLC in settlement of advisory services rendered under the Letter of Engagement dated June 12, 2024, valued at $1,007,500 (250,000 shares × $4.03 closing price on March 23, 2026). The original Stock Fee of 1,750,000 shares contemplated in the Letter of Engagement was waived by mutual agreement of the parties when the Company elected to pursue debt rather than equity financing, and the renegotiated 250,000-share award was issued in lieu thereof. See “CEO Stock Option Grant” and “Maxim Group Advisory Award” below.
Securities Purchase Agreement
On February 23, 2026, we entered into a securities purchase agreement with Streeterville Capital, LLC. Pursuant to the purchase agreement, the Company agreed to sell, and the investor agreed to purchase, a senior secured convertible note of the Company, in the aggregate original principal amount of $7,560,000 (the “Initial Note”), which is convertible into common stock of the Company. On closing, the Company issued the Initial Note and received gross proceeds of $7,000,000. The securities were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. Pursuant to the Purchase Agreement, the Investor shall also have the right, for a period of 24 months after the Closing, to purchase up to $4,320,000.00 of principal amount of additional notes (the “Additional Notes”) in one or more tranches. The Initial Note is convertible at the option of the investor into common shares of the Company at a conversion rate equal to the Outstanding Balance, as defined in the Initial Note, being converted divided by the Conversion Price, as defined in the Initial Note. The Conversion Price is equal to 87% of the lowest daily VWAP for the ten (10) Trading Day period immediately preceding the applicable measurement date; provided, however, that in no event will the Conversion Price be lower than the Floor Price, as defined in the Initial Note, which is $0.90.
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| Item 3. | Defaults Upon Senior Securities. |
None
| Item 4. | Mine Safety Disclosures. |
None
| Item 5. | Other Information. |
During the three months ended March 31, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
| Item 6. | Exhibits. |
(a) Exhibits.
| Exhibit | Item | |
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 | |
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 | |
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, who is duly authorized thereto.
| EVA LIVE INC. | |
| Date: May 15, 2026 | /s/ David Boulette |
David Boulette, President and CEO (Principal Executive Officer) |
| Date: May 15, 2026 | /s/ Imran Firoz |
Imran Firoz, CFO (Principal Accounting Officer) |
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