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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): February 23, 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.) |
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 |
| 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
February 23, 2026, Eva Live Inc (the “Company”) entered into a securities purchase agreement (the “Purchase
Agreement”) with Streeterville Capital, LLC, an accredited investor (the “Investor”). Pursuant
to the Purchase Agreement, the Company agreed to sell, and the Investor agreed to purchase, a 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. 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 transactions contemplated under the Purchase Agreement will close upon satisfaction of the closing conditions, including the filing
of an information statement approving the transaction (“Closing”). Upon Closing, the Company will issue the Initial Note
and receive gross proceeds of $7.0 million. The Company intends to use the net proceeds from the sale of the Initial Note for working
capital requirements, general corporate purposes, and the advancement of business objectives.
The
Initial Note
The
Initial Note will be issued at an original issue discount of eight percent (8%). The Initial Note bears interest at a rate of eight percent
(8%) per annum and will mature 24 months after the Closing. The Additional Notes, if any, will be issued with the same terms, provisions,
economics and collateral as the Initial Note.
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.
The
Company shall have the right to prepay the Outstanding Balance after providing 10 Trading Days’ prior written notice to Investor.
If the Company exercises its right to prepay the Initial Note, the Company shall make payment to Investor of an amount in cash equal
to 110% multiplied by the portion of the Outstanding Balance the Company elects to prepay.
Pursuant
to the Initial Note, in the event the Nasdaq Official Closing Price of the Company’s common shares is below the Floor Price for
ten (10) consecutive Trading Days, Investor shall then have the right, exercisable at any time in its sole and absolute discretion, to
redeem up to the Maximum Monthly Redemption Amount, as defined in the Initial Note, per calendar month.
At
any time following the occurrence of a Major Trigger Event or Minor Trigger Event, each as defined in the Initial Note, the Investor
may, upon prior written notice to the Company, increase the Outstanding Balance of the Initial Note by 10% for each occurrence of any
Major Trigger Event and 5% for each occurrence of any Minor Trigger Event (the “Trigger Effect”), provided that the Trigger
Effect may only be applied three times with respect to Major Trigger Events and three times with respect to Minor Trigger Events and
the Trigger Effect does not apply to any Trigger Event pursuant to Section 4.1(j) of the Initial Note.
If
the Company fails to cure a Trigger Event, as defined in the Initial Note, within five trading days following the date of a written demand
notice by the Investor, the Trigger Event will automatically become an Event of Default, as defined in the initial Note. In Event of
Default has occurred, Investor may accelerate the Initial Note by written notice to Borrower, with the Outstanding Balance becoming immediately
due and payable in cash at the Mandatory Default Amount, as defined in the Initial Note, and interest shall accrue on the Outstanding
Balance beginning on the date the applicable Event of Default occurred at an interest rate equal to fifteen percent (15%) per annum.
Pursuant
to the Initial Note, the Company shall cause a Form S-3 Registration Statement to be declared effective by the SEC within ninety (90)
days of the Closing and shall file a Rule 424(b)(5) Prospectus Supplement to the Shelf Registration Statement registering the Investor’s
resale of all Conversion Shares, as defined in the Initial Note, within seven (7) days of the effective date of the Shelf Registration
Statement.
This
initial Note is secured by the collateral set forth in the Security Agreement.
The
Security Agreement
In
connection with the Purchase Agreement and the Initial Note, On February 23, 2026, the Company and the Investor also entered into
a security agreement (the “Security Agreement”). Pursuant to the Security Agreement, the Company has granted security interest
in the Collateral, as defined in the Security Agreement. Such Collateral includes, among other assets, all equity interests in all wholly
or partially owned subsidiaries of the Company, all customer accounts, rights under insurance contracts, and rights relating to clients
underlying such insurance contracts, all goods and equipment now owned or hereafter acquired by the Company, etc.
The
foregoing does not purport to be a complete description of each of the Purchase Agreement, the Initial Note and the Security Agreement,
and is qualified in its entirety by reference to the full text of each of such document, which are filed as Exhibits 10.1, 4.1, and 10.2,
respectively, to this Form 8-K and incorporated herein by reference.
The
Placement Agency Agreement
In
connection with the offering, on February 24, 2026, the Company entered into a Placement Agency Agreement (the “Placement Agency
Agreement”) with Maxim Group LLC (the “Placement Agent”), pursuant to which the Placement Agent has served as the placement
agent for the transactions contemplated in the Purchase Agreement. As part of its compensation for acting as Placement Agent, the Company
paid the Placement Agent a cash fee of 5.75% of the aggregate gross proceeds.
The
foregoing does not purport to be a complete description of the Placement Agency Agreement and is qualified in its entirety by reference
to the full text of such document, which is filed as Exhibit 1.1 to this Form 8-K and incorporated herein by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off Balance Sheet Arrangement of a Registrant
The
description of the Initial Notes issued by the Company described in Item 1.01 is incorporated herein.
Item
3.02 Unregistered Sales of Equity Securities.
The
description of the Initial Note and the Additional Notes issued or to be issued by the Company described in Item 1.01 is incorporated
herein.
ITEM
9.01 - FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| 1.1 |
|
Placement Agency Agreement, dated February 24, 2026 |
| 4.1 |
|
Form of Initial Note |
| 10.1 |
|
Securities
Purchase Agreement, dated February 23, 2026 |
| 10.2 |
|
Security
Agreement, dated February 23, 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 24, 2026 |
|
By: |
/s/
David Boulette |
| Date |
|
|
David
Boulette
|
| |
|
|
President and CEO |
