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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: September 17, 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
1.01 Entry into a Material Definitive Agreement.
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”). Capitalized terms used but not defined
herein shall have the meanings ascribed to such terms in the Purchase Agreement.
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 during the Commitment Period, shares of the Company’s common stock, par value
$0.0001 per share (the “Common Stock”), having an aggregate purchase price of up to $10,000,000 (the “Maximum Commitment
Amount”). The purchase price for shares sold pursuant to a Put Notice will be $2.00 per share, subject to adjustment for any stock
dividend, stock split, stock combination, rights offering, reclassification or similar transaction that proportionately decreases or
increases the number of outstanding shares of Common Stock (the “Purchase Price”).
Under
the Purchase Agreement, each Put Notice must be for a minimum amount of $15,000, calculated using the Purchase Price, and may not exceed
the lesser of (a) 200% of the Average Daily Trading Value or (b) the Applicable Trading Amount, in each case as more fully described
in the Purchase Agreement. The Company may not deliver a Put Notice to the Investor during the period beginning on the Put Date of the
immediately prior Put Notice and continuing through the date that is three (3) Trading Days following the Clearing Date associated with
the immediately prior Put Notice, subject to certain waiver provisions set forth in the Purchase Agreement.
The
Company is not permitted to issue or sell shares under the Purchase Agreement in excess of 7,994,828 shares of Common Stock, subject
to adjustment as provided in the Purchase Agreement (the “Exchange Cap”), unless Shareholder Approval is obtained in accordance
with Nasdaq Rule 5635(d). The Investor’s obligation to purchase shares is also subject to additional conditions, including, among
others, the effectiveness of a registration statement covering the resale of the shares, continued listing and trading of the Common
Stock, DWAC eligibility, no DTC chill, compliance with SEC reporting requirements, the Common Stock not being deemed a “penny stock,”
and applicable Beneficial Ownership Limitation.
In
connection with the Purchase Agreement, the Company also entered into a Registration Rights Agreement, dated as of September 17, 2026,
with the Investor (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company agreed
to file, within thirty (30) calendar days from the date of the Registration Rights Agreement, an initial registration statement covering
the resale by the Investor of the maximum number of registrable securities permitted to be included thereon under applicable SEC rules,
regulations and interpretations, beginning with the shares issuable upon exercise of the Warrant described below.
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, subject to adjustment as provided in the Warrant. The Warrant
has an exercise price of $0.01 per share, is exercisable beginning on September 17, 2026, and terminates at 5:00 p.m. Eastern time on
September 17, 2031. The Warrant may be exercised on a cashless basis if the Market Price of one share of Common Stock is greater than
the exercise price. The Warrant also provides that it will no longer be exercisable into Common Stock upon the first occurrence of the
Common Stock being deemed a “penny stock” as defined in SEC Rule 240.3a51-1 on or after September 17, 2026. The Warrant is
subject to a 4.99% Beneficial Ownership Limitation. Issuances under the Warrant are also subject to the Exchange Cap unless Shareholder
Approval is obtained.
The
foregoing descriptions of the Purchase Agreement, the Registration Rights Agreement, and the Warrant do not purport to be complete and
are qualified in their entirety by reference to the full text of the Purchase Agreement, the Registration Rights Agreement, and the Warrant,
copies of which are filed as Exhibits 10.1, 10.2, and 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein
by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
disclosure set forth in Item 1.01 above is incorporated herein by reference.
The
Warrant and the shares of Common Stock issuable upon exercise of the Warrant were offered and sold in a transaction exempt from registration
under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act and/or
Rule 506(b) of Regulation D promulgated thereunder. The Investor represented that it is an accredited investor and that the transaction
did not involve general solicitation or general advertising. The Warrant and the shares issuable upon exercise of the Warrant have not
been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption
from registration requirements.
To
the extent shares of Common Stock are issued and sold to the Investor pursuant to future Put Notices under the Purchase Agreement, such
shares are expected to be issued pursuant to an effective registration statement or another available exemption from registration, as
applicable.
Neither
this Current Report on Form 8-K nor the exhibits filed herewith constitute an offer to sell or the solicitation of an offer to buy any
securities of the Company.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 4.1 |
|
Common Stock Purchase Warrant, dated September 17, 2026, issued by Eva Live Inc. to Hudson Global Ventures, LLC. |
| 10.1 |
|
Equity Purchase Agreement, dated September 17, 2026, by and between Eva Live Inc. and Hudson Global Ventures, LLC. |
| 10.2 |
|
Registration Rights Agreement, dated September 17, 2026, by and between Eva Live Inc. and Hudson Global Ventures, LLC. |
| 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. |
| |
|
|
|
| September
23, 2026 |
|
By: |
/s/
David Boulette |
| Date |
|
|
David
Boulette |
| |
|
|
President
and CEO |
