false
0001983736
0001983736
2026-02-10
2026-02-10
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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: February 10, 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.) |
The
Plaza, 1800 Century Park East, Suite 600
Los
Angeles, CA 90067
(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: None
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| |
|
|
|
|
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.
On
January 29, 2026, Eva Live, Inc. issued a press release announcing the approval of its application to list its common stock on The Nasdaq
Capital Market. The full text of the press release is furnished herewith as Exhibit 99.1.
ITEM
9.01 - FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| 99.1 |
|
Press Release issued on February 9, 2026 |
| 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. |
| |
|
|
|
| February 10, 2026 |
|
By: |
/s/
David Boulette |
| Date |
|
|
David
Boulette
President
and CEO |
Exhibit
99.1

EVA
Live CEO Signals Confidence as Company Focuses on Disciplined Growth
Los Angeles, CA — February 9th, 2026 (GLOBE NEWSWIRE) — EVA Live, Inc. (Nasdaq: GOAI), an AI-driven digital advertising
company, today released the following letter from its Founder and Chief Executive Officer outlining the Company’s strategic direction,
capital priorities, and focus on long-term shareholder value.
Dear
Shareholders,
Over
the past year, EVA Live has reached several important milestones, including our successful uplisting to the Nasdaq Stock Market and the
official launch of NeuroServer, our next-generation AI-powered advertising platform. These achievements reflect years of work
building proprietary technology and preparing the Company for its next phase of growth.
As
we move forward, our focus is clear: execute, scale, and grow responsibly.
EVA
Live has spent nearly a decade developing its own AI-driven advertising technology. With the NeuroServer now live, we are shifting from
development into full commercialization. This platform is designed to be a core driver of future revenue and gives us the ability to
scale advertising performance for customers across a rapidly growing global digital advertising market.
Given
our current financial position and operating momentum, the Company has withdrawn its previously filed Form S-1 registration statement.
EVA Live remains focused on executing its growth strategy with disciplined capital management and maintaining flexibility to pursue opportunities
that support long-term shareholder value.
Capital
discipline remains a priority. As part of our commitment to long-term shareholder value, the Company is evaluating a potential share
repurchase program, subject to board approval, market conditions, and regulatory requirements. This reflects management’s confidence
in the business and its long-term direction.
Following
our Nasdaq uplisting, EVA Live has expanded its engineering, product, and business development teams with experienced industry professionals.
With the right people now in place, the Company is positioned to scale sales quickly, accelerate product development, and support
growing customer demand. Our team, technology, and infrastructure are aligned to drive rapid growth while maintaining operational
efficiency.
Thank
you for your continued support as we build the next chapter of EVA Live.
Sincerely,
David
Boulette
Founder
& Chief Executive Officer
EVA
Live, Inc.
About
EVA Live, Inc.
EVA
Live, Inc. is an AI technology-driven media and digital solutions company focused on delivering innovative solutions, scalable growth,
and long-term shareholder value.
Cautionary
Note Regarding Forward-Looking Statements.
This
press release contains “forward-looking statements” within the meaning of Section 27A of the United States Securities Act
of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended. All statements, other than statements
of historical facts, included herein, including but not limited to such things as future business strategy, plans, and goals, and the
expansion and growth of our business. The words “estimate”, “plan”, “anticipate”, “expect”,
“intend”, “believe” “target”, “budget”, “may”, “can”, “will”,
“would”, “could”, “should”, “seeks”, or “scheduled to” and similar words
or expressions, or negatives of these terms or other variations of these terms or comparable language or any discussion of strategy or
intention identify forward-looking statements. Please see the risk factors included in the Company’s United States Securities and
Exchange Commission filings, which could cause actual results and events to differ materially from those contained in the forward-looking
statements. You are cautioned against attributing undue certainty to forward-looking statements. Although these forward-looking statements
were based on assumptions that the Company believes are reasonable when made, you are cautioned that forward-looking statements are not
guarantees of future performance and that actual results, performance, or achievements may differ materially from those made in or suggested
by the forward-looking statements in this press release. Any forward-looking statements made in this press release speak only as of the
date of those statements. We undertake no obligation to update those statements or publicly announce the results of any revisions to
any of those statements to reflect future events or developments.
Media
Inquiries:
Javan Khazali
Phone: 310-229-5981
Email: info@eva.live
| Website: |
@eva.live |
| Instagram: |
@eva.liveinc |
| Facebook: |
@evaliveinc |
| X: |
@evaliveinc1 |
| LinkedIn: |
@eva-live |
| Youtube: |
evaliveinc |