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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: November 5, 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:
| 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.
As
previously disclosed, Eva Live Inc. (the “Company”) previously issued to Streeterville Capital, LLC (the “Lender”)
(i) a Secured Convertible Promissory Note dated February 23, 2026 in the original principal amount of $7,560,000.00 (the “February
Note”), pursuant to a Securities Purchase Agreement dated February 23, 2026, and (ii) a Secured Convertible Promissory Note dated
July 23, 2026 in the original principal amount of $2,160,000.00 (the “July Note” and, together with the February Note, the
“Notes”), pursuant to a Securities Purchase Agreement dated July 23, 2026 (together with the February 23, 2026 Securities
Purchase Agreement, the “Purchase Agreements”). As also previously disclosed in the Company’s Current Report on Form
8-K filed with the Securities and Exchange Commission on October 26, 2026, on October 20, 2026 the Lender delivered a notice to the Company
asserting that a Major Trigger Event (as defined in the Notes) had occurred under Section 4.1(h) of each Note as of October 2, 2026 as
a result of the Company entering into a financing transaction on or around October 2, 2026 with Dune Equity Holdings LLC (“Dune”)
without first obtaining the Lender’s consent (the “Restricted Issuance Trigger”) and that the Lender had elected to
apply the Trigger Effect under Section 4.2 of the Notes, increasing the Outstanding Balance of each Note by ten percent (10%). As previously
disclosed, the Company disputed the Lender’s assertions.
On
November 5, 2026, the Company entered into a Forbearance Agreement with the Lender (the “Forbearance Agreement”), pursuant
to which the Lender agreed to permanently forbear from seeking to turn the Restricted Issuance Trigger into an Event of Default (as defined
in the Notes) and to irrevocably waive any other existing or future claim in connection with the Restricted Issuance Trigger (the “Forbearance”).
The Lender also consented to any issuance of securities by the Company to Dune pursuant to the Dune financing transaction as in effect
on the date of the Forbearance Agreement, and agreed that no Trigger Event shall arise from any such issuance. The Forbearance Agreement
does not limit the Lender’s right to convert or redeem all or any portion of the Notes in accordance with their terms, or to exercise
its rights and remedies with respect to any matter other than the Restricted Issuance Trigger.
Under
the Forbearance Agreement, the Company ratified the Notes and acknowledged that it is obligated to pay the remaining balances of the
Notes, which the parties agreed are $5,637,774.51 under the February Note and $2,281,429.43 under the July Note (an aggregate of $7,919,203.94)
as of November 5, 2026,. The Forbearance will terminate upon the occurrence of any Trigger Event under the Notes after the date of the
Forbearance Agreement that is not cured within five (5) Trading Days after the Company’s receipt of written notice from the Lender
(or immediately upon receipt of such notice, in the case of a Trigger Event that is not capable of cure), in which case the Lender may
seek all recourse available to it, including seeking to turn the Restricted Issuance Trigger into an Event of Default. The Forbearance
Agreement also contains customary representations, warranties and acknowledgments by the Company, including a waiver and release of any
defenses, setoff rights and claims against the Lender under the Transaction Documents (as defined in the Forbearance Agreement) arising
prior to its execution.
The
foregoing description of the Forbearance Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Forbearance Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
ITEM
8.01 - other events.
On
November 5, 2026, the Company issued a press release announcing the launch of EvaXCrypto, an AI-powered cryptocurrency trading software
platform.
A
copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
ITEM
9.01 - FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits
| Exhibit
No. |
|
Description |
| 10.1 |
|
Forbearance Agreement, dated November 5, 2026, by and between Eva Live, Inc. and Streeterville Capital, LLC |
| 99.1 |
|
Press Release issued on November 5, 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. |
| |
|
|
|
| November
5, 2026 |
|
By: |
/s/
David Boulette |
| Date |
|
|
David
Boulette |
| |
|
|
President
and CEO |
Exhibit
99.1
Eva
Live Launches EvaXCrypto, an AI-Powered Cryptocurrency Trading Software Platform
EvaXCrypto
is a software tool that combines AI-powered market analytics and user-configured automated trading strategies with live trade execution
through users’ own accounts at third-party supported cryptocurrency exchanges. According to ARK Invest’s Big Ideas 2026 report,
digital assets could reach approximately $28 trillion in market value in 2030. This third-party projection refers to potential digital
asset market capitalization and does not represent EvaXCrypto’s revenue or addressable market.
LAS
VEGAS, NV — November 5, 2026 — Eva Live Inc. (NASDAQ: GOAI) (“Eva” or the “Company”) today announced
the launch of EvaXCrypto, its AI-powered cryptocurrency trading software platform, available at www.evaxcrypto.com. The platform combines
AI-powered market analysis, user-configured trading strategies, 24/7 market monitoring and automated trade execution through users’
own accounts at supported third-party exchanges. EvaXCrypto does not hold or custody user funds or digital assets, and the Company does
not act as a broker, exchange, investment adviser or money transmitter .
“Cryptocurrency
markets never sleep. Neither does artificial intelligence,” said David Boulette, Chief Executive Officer of Eva Live Inc. “EvaXCrypto
applies our artificial intelligence capabilities to a new software product which combines market analytics with user-configured trading
strategies and live trade execution through supported exchanges. We believe EvaXCrypto may create an opportunity to generate software
revenue.”
Live
Trading Connectivity Across Exchanges
EvaXCrypto
currently supports live trade execution through users’ own accounts at Kraken, Binance.US, Coinbase Advanced, Gemini, Crypto.com,
OKX US, Robinhood Crypto, Bitstamp and Bitfinex. The platform enables users to configure trading parameters, monitor market activity
and automate execution through supported exchange connections. Availability of assets, trading functions and account connectivity may
vary by exchange, user eligibility and jurisdiction. Exchange support does not imply sponsorship, endorsement or a commercial partnership
with any exchange and exchanges may restrict or discontinue API access at any time. All product names, logos, and brands mentioned herein
are the property of their respective owners.
AI-Powered
Market Intelligence and Configurable Trading
| ● |
Configurable automated execution: Execute trades through supported
exchange connections according to configured strategies and trading parameters. |
| ● |
AI-powered market intelligence: Analyze market conditions,
price action, trading volume and historical patterns. |
| ● |
Continuous monitoring: Track cryptocurrency markets 24 hours
a day, seven days a week. |
| ● |
Trading analytics: Review volatility, trends and strategy activity
through a unified dashboard. |
| ● |
Risk-management tools: Configure trading parameters and exposure
controls, without eliminating the possibility of losses. |
“Our
focus is turning artificial intelligence into practical commercial products,” Boulette continued. “By supporting live trading
across multiple exchanges at launch, EvaXCrypto provides a base for further product development, subscriptions and potential enterprise
integrations.”
Potential
Recurring Software Revenue
Eva
intends to explore recurring software revenue through potential subscription services, premium trading capabilities, advanced market
analytics and enterprise technology licensing. The Company also intends to evaluate commercial integrations and partnerships. These opportunities
remain subject to market demand, product development, regulatory requirements and successful commercialization; no particular revenue
outcome is assured. The launch of EvaXCrypto does not change the Company’s treasury policy. The Company does not currently intend
to acquire or hold cryptocurrency as a treasury asset or to raise capital for the purpose of acquiring digital assets .
Expanding
Eva’s AI Ecosystem
EvaXCrypto
joins Eva’s broader artificial intelligence initiatives across enterprise software, autonomous systems, defense technology and
precision agriculture . The Company intends to evaluate additional integrations, functionality and partnerships as the platform
evolves.
Explore
EvaXCrypto
Visit
www.evaxcrypto.com to learn about the platform and its supported exchange integrations.
About
Eva Live Inc.
Eva
Live Inc. (NASDAQ: GOAI) is an artificial intelligence technology company focused on developing and commercializing AI software, autonomous
systems and intelligent applications across multiple industries. For additional information, visit www.eva.live.
Trading
Risk
Cryptocurrency
trading involves substantial risk, including extreme price volatility, illiquidity, technical failures, exchange outages or insolvency,
cybersecurity events, evolving regulation and potential loss of the entire amount invested. AI-driven analysis and automated execution
do not guarantee profitability or eliminate financial risk. EvaXCrypto is not intended to provide, and nothing in this release constitutes,
investment, financial, legal or tax advice, or an offer or solicitation to buy or sell any digital asset or security. Forward-Looking
Statements
This
release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, including statements about EvaXCrypto’s future functionality, adoption,
exchange connectivity, partnerships, commercialization, subscriptions, revenue opportunities and market conditions. These statements
involve risks and uncertainties, including software performance, cybersecurity, third-party exchange availability and API access, changes
in U.S. and foreign laws and regulations applicable to digital assets and automated trading tools (including any determination that the
Company or the platform requires registration or license), competition, financing and customer demand. Actual results may differ materially.
Additional risks are described in Eva’s filings with the Securities and Exchange Commission. Eva undertakes no obligation to update
forward-looking statements except as required by law.
Investor
Relations | Eva Live Inc. | NASDAQ: GOAI | www.eva.live | www.evaxcrypto.com
