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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
|