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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report: October 19, 2026
(Date
of earliest event reported)
EVA
LIVE INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-43076 |
|
88-2864075 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS.
Employer
Identification
No.) |
8488
Rozita Lee Ave Building 3
Las
Vegas, NV 89113
(Address
of principal executive offices, including zip code)
(310)
229-5981
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since the last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| common
stock, par value $0.0001 |
|
GOAI |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by a check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
ITEM
8.01 OTHER EVENTS.
As
previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September
23, 2026, on September 17, 2026, Eva Live Inc. (the “Company”) entered into an Equity Purchase Agreement (the “Purchase
Agreement”) with Hudson Global Ventures, LLC, a Nevada limited liability company (the “Investor”). Pursuant to the
Purchase Agreement, upon the terms and subject to the conditions set forth therein, the Company has the right, but not the obligation,
to direct the Investor to purchase, from time to time, up to 5,000,000 shares of the Company’s common stock, par value $0.0001
per share (the “Common Stock” and such shares, the “Put Shares”), having an aggregate purchase price of up to
$10,000,000. In connection with the Purchase Agreement, the Company issued to the Investor a Common Stock Purchase Warrant, dated September
17, 2026 (the “Warrant”), to purchase 275,000 shares of Common Stock (the “Warrant Shares”). The Warrant is exercisable
for five years at any time after September 17, 2026 at an exercise price of $0.01 per share.
The
issuance of the Put Shares and the Warrant Shares was registered pursuant to the Company’s shelf registration statement on Form
S-3 (File No. 333-294416), which was filed with the Securities and Exchange Commission (the “Commission”) on March 18, 2026,
and declared effective on March 24, 2026 (the “Shelf Registration Statement”), and a prospectus supplement to the base prospectus
forming a part of such registration statement, which was filed by the Company with the Commission on October 19, 2026 (the “Prospectus
Supplement”).
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| 5.1 |
|
Opinion of Sichenzia Ross Ference Carmel LLP |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
|
EVA
LIVE INC. |
| |
|
|
|
| October 19,
2026 |
|
By: |
/s/
David Boulette |
| Date |
|
|
David
Boulette
President
and CEO |
