UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C
(RULE
14C-101)
Information
Statement Pursuant to Section 14(c) of the
Securities
Exchange Act of 1934
Filed
by the Registrant ☒
Filed
by a Party other than the Registrant ☐
Check
the appropriate box:
| ☒ |
Preliminary
Information Statement |
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| ☐ |
Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) |
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| ☐ |
Definitive
Information Statement |
Eva
Live Inc.
(Name
of Registrant as Specified in Its Charter)
Payment
of Filing Fee (Check the appropriate box):
| ☒ |
No
fee required. |
| ☐ |
Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11. |
| 1) |
Title
of each class of securities to which transaction applies: |
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Aggregate
number of securities to which transaction applies: |
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| 3) |
Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: (set forth the amount on which the
filing fee is calculated and state how it was determined): |
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| 4) |
Proposed
maximum aggregate value of transaction: |
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| 5) |
Total
fee paid: |
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| ☐ |
Fee
paid previously with preliminary materials. |
| ☐ |
Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its
filing. |
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(1) |
Amount
Previously Paid: |
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(2) |
Form,
Schedule or Registration Statement No.: |
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(3) |
Filing
Party: |
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(4) |
Date
Filed: |
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EVA
LIVE INC.
2029
Century Park East, Suite # 400N
Los
Angeles, CA 90067
INFORMATION
STATEMENT IN LIEU OF SPECIAL MEETING OF STOCKHOLDERS
Dear
Eva Live Inc. Stockholder:
The
purpose of this letter and the enclosed Information Statement is to inform you that the stockholder holding shares of common stock, par
value $0.0001 per share (the “Common Stock”), representing in excess of a majority of the outstanding shares of Common
Stock of Eva Live Inc. (“Eva Live” or the “Company”) has executed a written consent dated February
26, 2026 (the “Written Consent”) in lieu of a special meeting to approve the private placement purchase and issuance
transactions (the “Actions”) and issuance of the securities (the “Securities”), each as defined
and described in more detail in this Information Statement.
The
required consent of at least a majority of the votes allocated to our voting shares was given for each of the Actions.
The
General Corporation Law of the State of Nevada (the “NRS”), permit holders of a majority of the voting power to take
stockholder action by written consent. The written consent constitutes the consent of a majority of the total number of votes entitled
to vote on the foregoing actions and is sufficient under NRS 78.320 to approve the foregoing Actions. Accordingly, Eva Live is not required
to and will not hold a meeting of its stockholders to approve the Actions described herein. We encourage you to read the attached Information
Statement carefully for further information.
All
necessary corporate approvals required pursuant to the NRS and the Bylaws in connection with the matters referred to herein have been
obtained. This Information Statement is furnished solely for the purpose of informing the stockholders of the Company, in the manner
required under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of this corporate action before
it takes effect.
The
accompanying Information Statement is being furnished to Eva Live stockholders for informational purposes only, pursuant to Section 14(c)
of the Exchange Act and the rules and regulations prescribed thereunder. You are encouraged to carefully read the Information Statement
for further information regarding these actions. In accordance with the Exchange Act, the approval of the actions described herein will
be deemed effective at a date that is 20 calendar days after the date the Definitive Information Statement has been mailed to our stockholders.
This Information Statement is first being mailed to stockholders on or about ________ , 2026.
THIS
IS FOR YOUR INFORMATION ONLY. YOU DO NOT NEED TO DO ANYTHING IN RESPONSE TO THIS INFORMATION STATEMENT. THIS IS NOT A NOTICE OF A MEETING
OF STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
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Yours
truly, |
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|
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David
Boulette |
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President,
Chief Executive Officer |
| Los
Angeles, California |
|
| __,
2026 |
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EVE
LIVE INC.
2029
Century Park East, Suite # 400N
Los
Angeles, CA 90067
INFORMATION
STATEMENT
(Dated
_______, 2026)
NO
VOTE OR OTHER ACTION OF EVA LIVE’S STOCKHOLDERS IS REQUIRED IN
CONNECTION WITH THIS INFORMATION STATEMENT.
EVA
LIVE IS NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND EVA LIVE A PROXY.
Eva
Live Inc., a Nevada corporation (“Eva Live”) is furnishing this information statement (the “Information Statement”)
to its stockholders in full satisfaction of any notice requirements Eva Live may have under the Securities and Exchange Act of 1934,
as amended (the “Exchange Act”), and applicable Nevada law (the “NRS”). No additional action will
be undertaken by Eva Live with respect to the receipt of written consent, and no dissenters’ rights with respect to the receipt
of the written consent, and no dissenters’ rights under the NRS, are afforded to Eva Live’s stockholders as a result of the
adoption of the actions contemplated herein.
The
Information Statement is being mailed on or about ___________, 2026 to the holders of record at the close of business on February 26,
2026 (the “Record Date”), of the Common Stock of Eva Live in connection with actions approved by written consent dated
February [24], 2026 (the “Written Consent”) in lieu of a special meeting to approve the private placement purchase
and issuance transactions (the “Actions”) and issuance of the securities (the “Securities”), each
as defined and described in more detail in this Information Statement.
Eva
Live is subject to the Nasdaq Listing Rules because its Common Stock is currently listed on The Nasdaq Capital Market (“Nasdaq”).
The issuance or potential issuance of shares of Common Stock in connection with the Actions implicates Nasdaq Listing Rule 5635, which
requires prior stockholder approval in order to maintain our listing on Nasdaq. Nasdaq Listing Rule 5635(d) requires stockholder approval
prior to a transaction, other than a public offering, involving the sale, issuance or potential issuance by the issuer of common stock
(or securities convertible into or exercisable for common stock), which alone or together with sales by officers, directors or substantial
stockholders of the issuer, equals 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance
at a price that is less than the lower of (i) the closing price immediately preceding the signing of the binding agreement; or (ii) the
average closing price of the common stock for the five trading days immediately preceding the signing of the binding agreement. As of
the signing date of each of the definitive documents to issue the Securities under the Actions, the Company could not issue shares of
Common Stock pursuant to the Actions in excess of the Rule 5635 limitations, unless the issuances of such shares was approved by our
stockholders.
The
approval of the Actions and issuance of the Securities for purposes of Nasdaq Listing Rule 5635 was taken by written consent pursuant
to NRS 78.320, which provides that any action that may be taken at any annual or special meeting of stockholders may be taken without
a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be
signed by the holders of outstanding capital stock having not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon were present and voted.
The
Eva Live board of directors (the “Board”) adopted resolutions approving the Actions and issuance of the Securities
and recommended that the stockholders vote in favor of the Actions and issuance of the Securities. In connection with the adoption of
these resolutions, the Majority Stockholder also voted in favor and entered into a written consent approving the Actions and issuance
of the Securities.
Utilizing
the written consent of the holder of a majority in interest of our voting securities eliminates the costs involved in holding a special
meeting of stockholders.
Pursuant
to NRS 78.320, we are required to provide prompt notice of the taking of the corporate action without a meeting of stockholders to all
stockholders who did not consent in writing to such action. This Information Statement serves as this notice. This Information Statement
is being delivered to inform you of the corporate action described herein before it takes effect in accordance with Rule 14(c)-2 under
the Exchange Act.
No
appraisal rights are afforded to our stockholders under Nevada law in connection with the matters discussed in this Information Statement.
The
Board of Directors of the Company knows of no other matters other than that described in this Information Statement which have been recently
approved or considered by the holders of the Common Stock.
GENERAL
This
Information Statement is first being mailed to stockholders on or about _________, 2026, and the Actions described herein may not become
effective until at least 20 calendar days thereafter. The entire cost of furnishing this Information Statement will be borne by Eva Live.
Eva Live will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement
to the beneficial owners of its Common Stock held of record by them and will reimburse such persons for their reasonable charges and
expenses in connection therewith.
The
corporate offices of Eva Live are located at 2029 Century Park East, Suite # 400N, Los Angeles, CA 90067and Eva Live’s telephone
number is (424) 202-3603.
Except
as otherwise described herein, no director, executive officer, associate of any director or executive officer, or any other person has
any substantial interest, direct or indirect, by security holdings or otherwise, in the Actions, which is not shared by all other holders
of Eva Live’s Common Stock.
CAUTIONARY
STATEMENT CONCERNING FORWARD-LOOKING INFORMATION
This
Information Statement may contain “forward-looking statements” made under the “safe harbor” provisions of the
Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about beliefs or expectations,
are forward-looking statements. These statements are based on plans, estimates, expectations and projections at the time the statements
are made, and readers should not place undue reliance on them. In some cases, readers can identify forward-looking statements by the
use of forward-looking terms such as “may,” “should,” “except,” “opportunity,” “intend,”
“plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,”
“target,” “goal,” or “continue,” or the negative of these terms or other comparable terms. Forward-looking
statements involve inherent risks and uncertainties and readers are cautioned that a number of important factors could cause actual results
to differ materially from those contained in any such forward-looking statements. Forward-looking statements herein speak only as of
the date each statement is made. Neither Eva Live nor any other person undertakes any obligation to update any of these statements in
light of new information or future events, except to the extent required by applicable law.
VOTE
REQUIRED AND INFORMATION ON VOTING STOCKHOLDERS
Eva
Live is not seeking consents, authorizations or proxies from you.
As
of the date of the Written Consent (February 26, 2026), Eva Live had 31,342,285 shares of Common Stock issued and outstanding and entitled
to vote, which for voting purposes are entitled to one vote per share. On February 26, 2026, the following consenting Voting Stockholder owning a total of 19,025,000 shares of Common Stock delivered the executed Written Consent authorizing the Actions described herein.
The consenting Voting Stockholder’s names, affiliation with Eva Live and holdings are as follows:
| Name | |
Affiliation | |
Number of
Voting Shares | | |
% of Total
Voting Shares(1) | |
| David Boulette | |
Director, Chief Executive Officer, President | |
| 19,025,000 | | |
| 60.70 | % |
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| | | |
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| Total | |
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| 19,025,000 | | |
| 60.70 | % |
| (1) |
Percentage
is based upon 31,342,285 shares of Common Stock authorized and outstanding.. |
Pursuant
to Eva Live’s existing Bylaws and the NRS, the holders of the issued and outstanding shares of Common Stock having not less than
the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted, which absent specific language herein, shall be a majority of those shares entitled to vote may approve
and authorize the Actions by written consents as if such Actions were undertaken at a duly called and held meeting of stockholders. In
order to significantly reduce the costs and management time involved in soliciting and obtaining proxies to approve the Actions, and
in order to effectuate the Actions as early as possible, the Board elected to utilize, and did in fact obtain, the Written Consent of
the Voting Stockholder. The Written Consent satisfies the stockholder approval requirement for the Actions. Accordingly, under the NRS
and the Bylaws, no other approval by the Board or stockholders of Eva Live is required in order to approve the Actions.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information concerning the number of shares of Eva Live’s Common Stock owned beneficially as
of February 26, 2026, or exercisable within the next 60 days thereafter, by: (i) Eva Live’s directors; (ii) Eva Live’s named
executive officers; and (iii) each person or group known by Eva Live to beneficially own more than 5% of Eva Live’s outstanding
shares of Common Stock. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment
power with respect to securities. Except as indicated by footnote, the persons named in the table below have sole voting power and investment
power with respect to all shares of Common Stock shown as beneficially owned by them.
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Number of | | |
Percent of | |
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Shares | | |
Outstanding | |
| Name and Address (1) | |
Title of Class | |
Beneficially Owned | | |
Common Shares | |
| Officers and Directors | |
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| | | |
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| David Boulette | |
Common | |
| 19,025,000 | | |
| 60.70 | % |
| Phil Aspin | |
Common | |
| 151,250 | | |
| 0.48 | % |
| Daryl Walser | |
Common | |
| 123,750 | | |
| 0.39 | % |
| Terry R. Fields | |
Common | |
| 133,334 | | |
| 0.43 | % |
| Rizvan Jamal | |
Common | |
| 0 | | |
| 0.00 | % |
| Ali Shadman | |
Common | |
| 0 | | |
| 0.00 | % |
| Imran Firoz | |
Common | |
| 50,133 | | |
| * | |
| Officers and Directors as a group (6 persons) | |
Common | |
| 19,483,467 | | |
| 62.16 | % |
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| 5%+ Stockholders | |
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| David Boulette | |
Common | |
| 19,025,000 | | |
| 60.70 | % |
| Hottest Media LLC | |
Common | |
| 2,700,000 | | |
| 8.61 | % |
| 1623662 Alberta Inc | |
Common | |
| 1,633,672 | | |
| 5.21 | % |
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(1) |
The
address for all officers and directors is 2029 Century Park East, Suite # 400N, Los Angeles, CA 90067. |
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* |
Less
than one percent (1%). |
ACTIONS
APPROVED BY CONSENTING MAJORITY STOCKHOLDER
The
following Actions have been approved by the Written Consent of the Majority Stockholder, whose votes represent approximately [60.70]%
of the votes of our issued and outstanding capital stock entitled to vote on matters submitted to the stockholders:
APPROVAL
OF THE ISSUANCE OF COMMON STOCK IN ACCORDANCE WITH APPLICABLE NASDAQ LISTING RULES
Description
of the Private Placement
| Investor
Name |
|
Type
of Investment |
|
Investment
Date |
|
#
of Shares Issuable |
| Streeterville
Capital, LLC |
|
Secured
Convertible Promissory Notes |
|
February
23, 2026 |
|
Up
to 13,200,000 (Reserve Set at Transfer Agent)(1) |
| (1) | Equal
to aggregate principal amount of the Notes (as defined below) divided by the Floor Price
(as defined below). |
Private
Placement
On
February 23, 2026, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Streeterville
Capital, LLC, an accredited investor 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 this 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, as defined in the Initial Note, 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.
The
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 were filed as Exhibits 10.1, 4.1, and
10.2, respectively, to the Company’s Current Report on Form 8-K filed on February 24, 2026, and are incorporated herein by reference.
Nasdaq
Listing Requirements and the Necessity of Stockholder Approval
Eva
Live is subject to the Nasdaq Listing Rules because its Common Stock is currently listed on Nasdaq. The issuance of shares of Common
Stock in connection with the private placement implicates Nasdaq Listing Rule 5635, which requires prior stockholder approval in order
to maintain listing on Nasdaq. Nasdaq Listing Rule 5635(d) requires stockholder approval prior to a transaction, other than a public
offering, involving the sale, issuance or potential issuance by the issuer of common stock (or securities convertible into or exercisable
for common stock), which alone or together with sales by officers, directors or substantial stockholders of the issuer, equals 20% or
more of the common stock or 20% or more of the voting power outstanding before the issuance at a price that is less than the lower of
(i) the closing price immediately preceding the signing of the binding agreement; or (ii) the average closing price of the common stock
for the five trading days immediately preceding the signing of the binding agreement.
The
issuance of shares of common stock in the Actions (including shares of common stock issuable upon conversion of the notes set forth above
could result in the issuance of shares of common stock that represents more than 20% of our common stock or 20% of the voting power outstanding
prior to the issuance of the respective date of each Action.
Based
on the table set forth above, the Company may issue a maximum of 13,200,000 shares of Common Stock pursuant to the Action.
Action
by Written Consent of the Majority Stockholder
As
of February 26, 2026, the Majority Stockholder by written consent, in accordance with Nasdaq Listing Rule 5635(d), approved the Actions
and issuance of the Securities.
Our
Board is not soliciting your consent or your proxy in connection with this action and neither consents nor proxies are being requested
from stockholders.
The
actions taken by written consent of the Majority Stockholder will not become effective until the date that is 20 calendar days after
this Information Statement is first mailed to holders of our Common Stock as of the Record Date.
ABSENCE
OF DISSENTERS’ RIGHTS
No
dissenters’ or appraisal rights are available to our stockholders under the NRS in connection with the actions set forth in this
Information Statement.
WHERE
YOU CAN FIND ADDITIONAL INFORMATION ABOUT THE COMPANY
The
Company is subject to the reporting requirements of the Exchange Act, and in accordance therewith files reports, proxy statements and
other information including annual, quarterly and current reports on Forms 10-K, 10-Q and 8-K with the SEC. You can read the Company’s
SEC filings, including this information statement, over the Internet at the SEC’s website at www.sec.gov or the Company’s
website at www. evaxai.com. The Company’s website and the information contained on, or that can be accessed through, the
website is not deemed to be incorporated by reference in, and is not considered part of, this information statement.
DELIVERY
OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
The
SEC has adopted rules that permit companies to deliver a single copy of an Information Statement to multiple stockholders sharing an
address unless a company has received contrary instructions from one or more of the stockholders at that address. This means that
only one copy of the Information Statement may have been sent to multiple stockholders in your household. If you would prefer to
receive separate copies of the Information Statement, either now or in the future, please contact us by mailing 2029 Century Park
East, Suite # 400N, Los Angeles, CA 90067, Attention: Javan Khazali or calling Eva Live’s main telephone number at (424)
202-3603. In addition, stockholders at a shared address who receive multiple copies of the Information Statement may request to
receive a single copy of the Information Statement and similar documents in the future in the same manner as described
above.
CONCLUSION
As
a matter of regulatory compliance, the Company is sending you this Information Statement that describes the purpose and effect of the
actions adopted by the Majority Stockholder. Your consent to the approval of the actions is not required and is not being solicited in
connection herewith. This Information Statement is intended to provide the Company’s stockholders information required by the rules
and regulations of the Exchange Act.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. THE ATTACHED MATERIAL IS FOR INFORMATIONAL PURPOSES ONLY.
By
Order of the Board of Directors:
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Yours
truly, |
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|
| |
/s/
David Boulette |
| |
David
Boulette, President, Chief Executive Officer |
| |
|
| Los
Angeles, California |
|
| __,
2026 |
|
