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Eva Live (NASDAQ: GOAI) issues $7.56M secured convertible note to investor

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Eva Live Inc. reports a financing transaction involving a securities purchase agreement with Streeterville Capital, LLC for a secured convertible note with an aggregate original principal amount of $7,560,000. The note is convertible into Eva Live common stock.

The shares of common stock underlying this note were registered under the company’s shelf registration statement on Form S-3, which was declared effective by the SEC on March 24, 2026, and are covered by a related prospectus supplement filed on March 30, 2026.

Positive

  • None.

Negative

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Insights

Eva Live adds $7.56M in convertible debt, with shares pre-registered for potential conversion.

Eva Live Inc. entered a securities purchase agreement with Streeterville Capital, LLC for a secured convertible note with an original principal of $7,560,000. This instrument is debt today but can convert into common stock, affecting leverage and potential future dilution.

The company registered the shares underlying the note on a Form S-3 shelf that was declared effective on March 24, 2026, and detailed them in a prospectus supplement filed on March 30, 2026. This setup permits the investor to convert into stock using already-registered shares, streamlining potential future conversions and resales.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Convertible note principal $7,560,000 Aggregate original principal amount of secured convertible note
Shelf registration effectiveness date March 24, 2026 Form S-3 shelf registration declared effective by SEC
Prospectus supplement filing date March 30, 2026 Prospectus supplement for shares underlying note filed
Purchase agreement date February 23, 2026 Date Eva Live entered securities purchase agreement
secured convertible note financial
"a secured convertible note of the Company, in the aggregate original principal amount of $7,560,000"
A secured convertible note is a loan to a company that is backed by specific assets (secured) and can be changed into company shares (convertible) instead of being paid back in cash. For investors this matters because it mixes lower risk—because collateral gives repayment priority if things go wrong—with potential upside through stock conversion, while also affecting future ownership and how much existing shareholders may be diluted.
securities purchase agreement financial
"entered into a securities purchase agreement (the “Purchase Agreement”) with Streeterville Capital, LLC"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
shelf registration statement on Form S-3 regulatory
"registered pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-294416)"
A shelf registration statement on Form S-3 is a pre-approved filing with the Securities and Exchange Commission that lets an eligible public company register securities in advance and sell them later in one or more offerings without repeating the full registration process. Think of it like a pre-approved funding line: it gives management the flexibility to raise capital quickly when market conditions are right, a move that can affect share supply, dilution and investor returns, so investors monitor it as a signal of potential financing activity.
prospectus supplement regulatory
"a prospectus supplement to the base prospectus forming a part of such registration statement"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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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: March 30, 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: 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 8.01 Other Events.

 

As previously disclosed, 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.

 

The issuance of the shares of common stock underlying the Initial Note was registered pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-294416), which was filed with the Securities and Exchange Commission (the “Commission”) on March 18, 2026, and declared effective on March 24, 2026 (the “Shelf Registration Statement”), and a prospectus supplement to the base prospectus forming a part of such registration statement, which was filed by the Company with the Commission on March 30, 2026 (the “Prospectus Supplement”).

 

ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS.

 

Exhibits

 

Exhibit No.   Description
     
5.1   Opinion of Sichenzia Ross Ference Carmel LLP
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.
       
March 30, 2026   By: /s/ David Boulette
Date    

David Boulette

President and CEO

 

 

 

FAQ

What financing did Eva Live Inc. (GOAI) report in this 8-K?

Eva Live Inc. reported a securities purchase agreement with Streeterville Capital, LLC for a secured convertible note with an aggregate original principal amount of $7,560,000. This note is debt that can be converted into Eva Live common stock under agreed terms.

Who is the investor in Eva Live’s $7,560,000 secured convertible note?

The investor is Streeterville Capital, LLC, described as an accredited investor. Eva Live Inc. agreed to sell, and Streeterville Capital agreed to purchase, the secured convertible note under a securities purchase agreement dated February 23, 2026.

How will the $7,560,000 secured convertible note affect Eva Live’s common stock?

The secured note is convertible into common stock of Eva Live Inc. If Streeterville Capital elects to convert, the company’s share count would increase, as shares are issued in place of debt, potentially diluting existing stockholders depending on conversion volume.

How were the shares underlying Eva Live’s convertible note registered?

The shares of common stock underlying the note were registered under Eva Live’s shelf registration statement on Form S-3, filed with the SEC and declared effective on March 24, 2026, and further described in a prospectus supplement filed March 30, 2026.

What SEC form did Eva Live Inc. use to register the note’s underlying shares?

Eva Live Inc. used a Form S-3 shelf registration statement, File No. 333-294416, to register the shares issuable upon conversion of the secured note. A related prospectus supplement to the base prospectus was filed on March 30, 2026.

What additional documents are associated with Eva Live’s March 30, 2026 filing?

The filing lists an opinion of Sichenzia Ross Ference Carmel LLP as Exhibit 5.1 and a Cover Page Interactive Data File as Exhibit 104. These support the legal validity and technical formatting of the registered securities information.

Filing Exhibits & Attachments

5 documents