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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
(Date
of earliest event reported): October 20, 2026
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
2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
On
February 23, 2026, Eva Live Inc. (the “Company”) issued a Secured Convertible Promissory Note to Streeterville Capital, LLC
(“Streeterville”) in the original principal amount of $7,560,000.00 (the “February Note”). The February Note
was issued under a Securities Purchase Agreement dated February 23, 2026. On July 23, 2026, the Company issued a second Secured Convertible
Promissory Note to Streeterville in the original principal amount of $2,160,000.00 (the “July Note” and, together with the
February Note, the “Notes”). The July Note was issued under a Securities Purchase Agreement dated July 21, 2026 (together
with the February 23, 2026 agreement, the “Purchase Agreements”). The Company previously disclosed its transactions with
Streetsville in its Current Reports on Form 8-K dated February 23, 2026 and July 23, 2026.
On
October 20, 2026, the Company received a letter from Streeterville (the “Notice) in which Streeterville asserts that the securities
purchase agreement the Company entered into with Dune Equity Holdings LLC on October 2, 2026 (the “Dune Transaction”) is
a “Restricted Issuance” under the Notes. The Company previously disclosed the Dune Transaction in its Current Report on Form
8-K dated October 8, 2026. Streeterville further asserts that it did not give the prior written consent required by Section 4(v) of the
Purchase Agreements. On that basis, Streeterville asserts that a Major Trigger Event occurred under each Note under Section 4.1(h) as
of October 2, 2026. The Notice states that Streeterville has elected to apply the Trigger Effect under Section 4.2 of the Notes. The
Notice also states that, as a result, the Outstanding Balance of each Note has been increased by ten percent (10%), effective as of October
2, 2026.
Based
on the Notice, the Company estimates that the aggregate Outstanding Balance of the Notes would increase by approximately $741,786, from
approximately $7,417,857 to approximately $8,159,643 as of October 2, 2026, consisting of an increase of approximately $522,302 for the
February Note and approximately $219,483 for the July Note. The Notice does not state the amount of the increase, and these amounts are
the Company’s estimates based on its records of the Outstanding Balances; Streeterville has not confirmed them. Except for the
increase in the Outstanding Balance, the payment, conversion and other terms of the Notes have not changed. The Notice states that Streeterville
reserves all rights and remedies available to it under the Notes and the other Transaction Documents. As of the date of this report,
Streeterville has not delivered a demand to cure under Section 4.3 of the Notes or declared an Event of Default.
The
Company disputes Streeterville’s assertions in the Notice. Among other things, the Company disputes whether the Dune Transaction
is a Restricted Issuance, whether a Trigger Event occurred, and whether the Trigger Effect or any increase in the Outstanding Balance
of the Notes was validly applied. The Company is filing this report for disclosure purposes only. This filing does not admit any default,
Trigger Event, liability or obligation under the Notes, the Purchase Agreements or any other Transaction Document. It also does not acknowledge
that the Notice is valid or accurate. The Company expressly reserves all of its rights, remedies, claims and defenses under the Notes,
the Purchase Agreements, the other Transaction Documents and applicable law. This includes the right to contest the Notice and the asserted
increase at any time, whether by negotiation, legal proceedings or otherwise. Neither this disclosure, nor any delay in exercising any
right, nor any payment, conversion or other performance under the Notes will waive any of those rights. The Company is evaluating its
options and may engage with Streeterville about the matters raised in the Notice. The Company cannot predict how those matters will be
resolved.
Forward-Looking
Statements. This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. These include statements about the Company’s position on the Notice, its intent to preserve and exercise its
rights, and the possible outcome of any discussions or proceedings with Streeterville. These statements are subject to risks and uncertainties
that could cause actual results to differ materially. Those risks include the risk that Streeterville seeks to enforce additional remedies,
and the risk that the Company does not succeed in contesting the asserted increase. Additional risks are described in the Company’s
filings with the Securities and Exchange Commission. The Company undertakes no obligation to update these statements except as required
by law.
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
26, 2026 |
|
By: |
/s/
David Boulette |
| Date |
|
|
David
Boulette |
| |
|
|
President
and CEO |
