Filing Analysis
Eva Live Inc. entered into a new five-year employment agreement with CEO David Boulette that includes highly dilutive equity incentives. The agreement features a massive potential conversion of Series A Preferred Stock into up to 150,000,000 shares of common stock based on performance milestones.
🚩 Red Flags
- Extreme potential dilution: The conversion of preferred stock could result in 150 million new common shares.
- Highly aggressive compensation structure: $5M severance package for a micro-cap company.
- Significant disparity in conversion value: The stated value of $0.0001 per share vs. a 1:150 conversion ratio suggests massive value transfer to the executive.
- Performance-based equity tied to aggressive revenue/acquisition targets.
📋 Key Facts
- New employment agreement with CEO David Boulette effective August 17, 2026.
- Base salary of $800,000 per year with automatic 10% annual increases.
- CEO is eligible to receive up to 1,000,000 shares of Series A Convertible Preferred Stock.
- Conversion rate is 1:150, meaning the total potential dilution is 150,000,000 common shares.
- Year 1 milestone (uplisting to Nasdaq) has already been achieved as of January 28, 2026.
- Year 2 milestones include a $5M acquisition/product launch and $15M in annual sales.
- Severance package includes a $5,000,000 lump-sum payment if terminated without cause.
- Series A Preferred Stock has a stated value of $0.0001 per share.
Eva Live Inc. (via its subsidiary Eva Defense) entered into a $1.2 million development agreement with Boumarang Inc. to develop a resilient communications unmanned aircraft system (UAS). The project is structured as a 12-month program with monthly payments of $100,000 contingent on technical milestones.
🚩 Red Flags
- Cash burn impact: The $1.2 million commitment represents a significant monthly cash outflow ($100k/month) for a micro-cap company.
- Milestone dependency: Payments are tied to technical gates; failure to meet these could lead to sunk costs without deliverables.
📋 Key Facts
- Agreement signed on August 5, 2026, between Eva Defense Inc. and Boumarang Inc.
- Total contract value: $1.2 million.
- Payment structure: $100,000 per month from August 5, 2026, through July 31, 2027.
- Objective: Develop a resilient communications UAS with 10-20 beta-ready prototypes and an NDAA-compliant supplier base.
- Milestone-driven process involving feasibility, proof of concept, field test, and beta gates.
Eva Live Inc. entered into a securities purchase agreement with Streeterville Capital, LLC for the issuance of a $2.16 million secured convertible note. The deal includes an option for an additional $1.25 million note and features highly dilutive conversion terms.
🚩 Red Flags
- Highly dilutive conversion terms (13% discount to VWAP).
- Secured debt: The note is backed by a security interest in nearly all company assets, including subsidiaries and customer accounts.
- Death Spiral/Trigger Provisions: Investor can increase the principal amount following 'Major' or 'Minor' trigger events, which typically leads to rapid dilution.
- Penalty for prepayment: Company must pay 110% of the outstanding balance if prepaying early.
- Default terms include a significant interest rate hike to 15% per annum upon default.
📋 Key Facts
- Initial Note principal amount: $2,160,000 with gross proceeds of $2.0 million to the Company.
- Investor has the right to purchase an Additional Note of $1,250,000 within 24 months.
- Conversion Price is set at a 13% discount (87%) to the lowest daily VWAP over 10 trading days, subject to a floor price of $0.472.
- The note is secured by collateral including all equity interests in subsidiaries, customer accounts, and equipment.
- Includes 'Trigger Event' provisions that allow the investor to increase the outstanding balance by up to 10% for Major Trigger Events and 5% for Minor Trigger Events.
Eva Live Inc. announced the formation of its first wholly owned subsidiary, Eva Defense Inc., on June 16, 2026. This new entity is intended to pursue acquisitions and partnerships in the drone, autonomous systems, and defense technology sectors.
📋 Key Facts
- Formation of wholly owned subsidiary: Eva Defense Inc.
- Date of announcement: June 16, 2026
- Target sectors: Drone technology, autonomous systems, and defense technology
- Purpose: Strategic initiative for acquisitions and partnerships
Eva Live Inc. announced it has reached terms for a definitive agreement to acquire a 51% ownership interest in Spiro Senior Living and its related operating entities.
🚩 Red Flags
- Lack of financial terms: The filing does not disclose the purchase price, valuation, or funding source for the acquisition
- Strategic pivot: The acquisition of a senior living entity appears disconnected from the company's implied AI/Live-streaming focus (based on the ticker GOAI and name Eva Live)
📋 Key Facts
- Agreement reached on June 12, 2026
- Acquisition target: Spiro Senior Living and related operating entities
- Ownership stake: 51% interest
- Expected completion date: On or about July 1, 2026
Eva Live Inc. announced via a press release on June 10, 2026, that it has signed a Letter of Intent (LOI) to acquire Psquared. The acquisition is intended to enhance the company's AI-powered performance marketing platform.
🚩 Red Flags
- The announcement is based on a Letter of Intent (LOI), which is non-binding and does not guarantee the transaction will close.
📋 Key Facts
- Signed a Letter of Intent (LOI) to acquire Psquared on June 10, 2026.
- The acquisition targets the digital advertising market, which the company describes as a '$1 Trillion' market.
- The goal is to 'supercharge' its AI-Powered Performance Marketing Platform.
Eva Live Inc. filed a Form 8-K on June 5, 2026, primarily to submit a press release as an exhibit. The filing contains no substantive corporate changes, financial updates, or material agreements within the text provided.
📋 Key Facts
- Filing date: June 5, 2026
- The company is registered as an Emerging Growth Company
- The filing includes Exhibit 99.1 (Press Release dated June 5, 2026)
- Signed by David Boulette, President and CEO
Eva Live Inc. filed an 8-K on May 27, 2026, to submit a press release as Exhibit 99.1. The filing contains no material financial or operational changes.
📋 Key Facts
- Filing date: May 27, 2026
- The company is listed on the Nasdaq Stock Market LLC under the ticker GOAI
- The company is an emerging growth company
- The only item reported is Item 9.01 (Financial Statements and Exhibits)
- Exhibit 99.1 is a press release dated May 27, 2026
Eva Live Inc. filed a brief 8-K to furnish a press release dated April 28, 2026. The filing contains no specific disclosure items other than the exhibit, suggesting a routine corporate announcement or Regulation FD disclosure.
🚩 Red Flags
- The filing lists 'None' for securities registered pursuant to Section 12(b) of the Act, yet simultaneously lists 'The Nasdaq Stock Market LLC' as the exchange for its common stock, which is a regulatory inconsistency.
📋 Key Facts
- The filing was submitted on April 28, 2026, by Eva Live Inc. (ticker: GOAI).
- The report includes Item 9.01 (Financial Statements and Exhibits) referencing Exhibit 99.1, a press release.
- The document is signed by David Boulette, who serves as President and CEO.
- The company identifies as an emerging growth company.
Eva Live Inc. has entered into an Equity Distribution Agreement with Maxim Group LLC to launch an 'at-the-market' (ATM) offering program for up to $100 million of its common stock. The company intends to use any proceeds for working capital and general corporate purposes.
🚩 Red Flags
- Potential for significant shareholder dilution given the $100 million offering size relative to typical micro-cap market capitalizations.
- The company is an 'emerging growth company,' which may involve higher investment risk.
📋 Key Facts
- Agreement entered into on April 14, 2026, with Maxim Group LLC as the sales agent.
- The offering allows for the sale of common stock up to an aggregate price of $100,000,000.
- Maxim Group will receive a fixed commission of 3.0% of the aggregate gross proceeds.
- The company will reimburse the agent for legal fees and expenses up to $30,000 initially and $3,500 on each Bringdown Date.
- Sales will be made under an existing Form S-3 registration statement (File No. 333-294416) effective as of March 24, 2026.
Eva Live Inc. has registered the common stock underlying a $7,560,000 secured convertible note issued to Streeterville Capital, LLC. This filing follows the effectiveness of a shelf registration statement and the submission of a prospectus supplement to facilitate potential conversions.
🚩 Red Flags
- Potential for significant shareholder dilution upon conversion of the $7.56M note
- The debt is 'secured', which implies a lien on company assets
- Streeterville Capital is a frequent provider of structured convertible debt which can lead to downward price pressure
📋 Key Facts
- Secured convertible note principal amount of $7,560,000
- Investor is Streeterville Capital, LLC, an accredited investor
- Shares registered under Form S-3 (File No. 333-294416)
- Shelf registration statement was declared effective on March 24, 2026
- Prospectus supplement filed on March 30, 2026
Eva Live Inc. announced the launch of Fast Quote Direct™, an AI-powered quoting engine designed for the online lead generation industry. The announcement was made via a press release on February 24, 2026, and filed as an other event.
📋 Key Facts
- Company announced 'Fast Quote Direct™' on February 24, 2026.
- The product is described as a disruptive AI quoting engine targeting the online lead generation industry.
- The filing was made under Item 8.01 (Other Events).
- David Boulette is the current President and CEO.
Eva Live Inc. entered into a $7.56 million secured convertible note agreement with Streeterville Capital, LLC, providing $7 million in gross proceeds. The financing includes highly dilutive conversion terms and is secured by substantially all of the company's assets.
🚩 Red Flags
- Variable rate conversion (87% of lowest VWAP) is a hallmark of dilutive 'death spiral' financing.
- Streeterville Capital is a frequent participant in high-cost, toxic debt structures for micro-cap companies.
- The 'Trigger Effect' allows for arbitrary increases in the principal balance (up to 10% per event).
- Substantially all corporate assets are pledged as collateral, including subsidiary equity and customer accounts.
- Mandatory default interest rate of 15% and a 110% prepayment penalty.
📋 Key Facts
- Initial Note principal amount of $7,560,000 issued at an 8% original issue discount ($7.0 million gross proceeds).
- Conversion price is set at 87% of the lowest daily VWAP for the 10 trading days preceding conversion.
- A floor price of $0.90 is established; if the stock price remains below this for 10 days, the investor gains monthly redemption rights.
- The note includes 'Trigger Events' that allow the investor to increase the outstanding balance by 5% to 10% per occurrence.
- The debt is secured by all equity interests in subsidiaries, customer accounts, insurance contract rights, and equipment.
- Maxim Group LLC acted as placement agent, receiving a 5.75% cash fee.
Eva Live Inc. announced that its application to list its common stock on the Nasdaq Capital Market has been approved.
📋 Key Facts
- Application for listing on The Nasdaq Capital Market has been approved as of February 17, 2026.
- The company is an emerging growth company.
- Filing date: February 18, 2026.
Eva Live Inc. announced the approval of its application to list its common stock on The Nasdaq Capital Market via a press release issued on January 29, 2026.
📋 Key Facts
- Application for listing on The Nasdaq Capital Market has been approved.
- The announcement was made via a press release dated January 29, 2026.
- Company is classified as an emerging growth company.
Eva Live Inc. announced on January 29, 2026, that it has received approval to list its common stock on the Nasdaq Capital Market.
📋 Key Facts
- Approval received for listing common stock on The Nasdaq Capital Market.
- Announcement date of event: January 29, 2026.
- Filing date: February 4, 2026.
Eva Live Inc. announced on January 29, 2026, that its application to list its common stock on the Nasdaq Capital Market has been approved.
📋 Key Facts
- Application for listing on The Nasdaq Capital Market has been approved.
- Announcement date: January 29, 2026.
- The company is an emerging growth company.
Eva Live Inc. announced that its application to list its common stock on the Nasdaq Capital Market has been approved.
📋 Key Facts
- The company received approval for a listing on The Nasdaq Capital Market.
- Announcement date: January 27, 2026.
- The filing includes an associated press release as Exhibit 99.1.
Eva Live Inc. has appointed Imran Firoz as Interim Chief Financial Officer, effective September 22, 2025. Mr. Firoz is a long-term consultant for the company and its predecessor entities.
🚩 Red Flags
- Use of an 'Interim' CFO often suggests volatility in financial leadership or a transition period before finding a permanent replacement.
📋 Key Facts
- Imran Firoz appointed as Interim CFO effective September 22, 2025.
- Monthly compensation set at $10,500; performance bonuses and equity to be determined later.
- Mr. Firoz has been a consultant for the company/predecessor since May 2019.
- The appointment is intended to provide continuity during the company's Nasdaq uplisting application process.
Eva Live Inc. announced the appointment of David Boulette as Chief Executive Officer and Ali Shadman to the Board of Directors. The filing details compensation structures for both new leadership roles.
🚩 Red Flags
- Significant equity dilution potential: The issuance of 20,000,000 stock options at a very low exercise price ($0.10) represents substantial potential dilution for existing shareholders.
📋 Key Facts
- David Boulette appointed CEO on May 31, 2025; annual base salary of $552,000 plus a 5% net profit performance bonus.
- CEO granted stock options to purchase 20,000,000 shares at an exercise price of $0.10 per share, vesting over five years.
- Ali Shadman appointed as Director on June 2, 2025; annual compensation of $50,000.
- Board size increased from five to six directors.
Eva Live Inc. announced the appointment of Riz Jamal to its Board of Directors, increasing the board size from four to five members.
📋 Key Facts
- Appointment date: May 27, 2025.
- New Director: Riz Jamal (45).
- Board expansion: Increased from 4 to 5 directors.
- Compensation: $50,000 USD annual fee, payable in equal quarterly installments.
- Director Status: Considered independent under NYSE and Nasdaq standards.
- Background: Over 25 years of experience in real estate and mortgage finance; President/Principal Broker at Clarity Mortgage Inc.
Eva Live Inc. has dismissed its independent auditor, Olayinka Oyebola & Co., after less than a month due to the firm being designated as a 'Prohibited Service Provider' by OTC Markets Group. The company has appointed Lao Professionals (LAO) to handle audits for fiscal years 2023 and 2024.
🚩 Red Flags
- Auditor change due to 'Prohibited Service Provider' status (OTC Markets Group designation) is a significant regulatory red flag.
- Extremely short tenure of the previous auditor (less than one month).
- Potential for delayed financial reporting if the new auditor requires extensive review of prior periods.
📋 Key Facts
- Dismissal of Olayinka Oyebola & Co. occurred on April 03, 2025.
- The dismissal was triggered by OTC Markets Group designating the former auditor as a 'Prohibited Service Provider'.
- Olayinka was retained for less than one month and had not filed any reports with the SEC prior to dismissal.
- Lao Professionals (LAO) has been engaged as the new independent registered public accounting firm for fiscal years 2023 and 2024.
- The company stated there were no consultations with LAO regarding specific transactions or audit opinions prior to their engagement.
Eva Live Inc. has dismissed its independent auditor, Michael Gillespie & Associates, PLLC, and appointed Olayinka Oyebola & Co. as its new accounting firm for fiscal years 2023 and 2024.
🚩 Red Flags
- Auditor change without a completed audit report suggests significant friction in the financial reporting process.
- The company's claim that auditor requests were 'beyond customary scope' is often a euphemism for disagreements over internal controls or documentation availability.
- Potential delay in filing required annual reports (10-K) due to the need for new auditors to review prior years (2023 and 2024).
📋 Key Facts
- Dismissal of Michael Gillespie & Associates, PLLC approved by the Board on March 21, 2025.
- The previous auditor had been engaged since May 5, 2024, but had not completed any audit reports.
- The company cited delays in commencement and requests for documentation from the former auditor that were 'beyond the customary scope' as reasons for dismissal.
- Olayinka Oyebola & Co. has been engaged to handle audits for fiscal years ending 2023 and 2024.
Eva Live, Inc. has implemented a 1-for-4 reverse stock split to consolidate its outstanding shares. The split was effective as of February 4, 2025, and trading on OTC Markets will resume on a split-adjusted basis on February 11, 2025.
🚩 Red Flags
- Reverse stock split (often used to combat low share prices or meet exchange requirements).
- Significant reduction in total outstanding shares which can impact liquidity and volatility.
📋 Key Facts
- Implemented a 1-for-4 reverse stock split effective February 4, 2025.
- Reduced issued and outstanding Common Stock from 125,364,737 shares to 31,341,185 shares.
- Increased total authorized shares to 305,000,000 (300M common, 5M preferred).
- New CUSIP number for Common Stock: 298892209.
- Trading continues on OTC Markets under the same symbol 'GOAI' starting February 11, 2025.
Eva Live Inc. has issued a non-reliance notice on its previously issued financial statements for the fiscal years 2022 and 2023 due to material misstatements resulting from the elimination of $2,010,606 in goodwill. This follows the termination of its relationship with BF Borgers CPA PC after the firm was sanctioned by the SEC.
🚩 Red Flags
- Auditor change combined with restatement (High Severity Escalator)
- SEC sanctions against the previous auditor (BF Borgers CPA PC)
- Material misstatement involving significant goodwill elimination ($2,010,606)
- Significant net loss of $5.53M for the recent quarter
- Net liability reported in anticipated Q3 results ($199,337)
📋 Key Facts
- Company terminated relationship with auditor BF Borgers CPA PC on May 5, 2024.
- BF Borgers is not currently permitted to appear or practice before the SEC due to an SEC Order dated May 3, 2024.
- The company eliminated $2,010,606 in goodwill as of September 30, 2024, after reclassifying a 2021 transaction from a business combination to a reverse capitalization.
- Financial statements for the years ended December 31, 2023, and 2022, and subsequent interim periods should no longer be relied upon.
- Anticipated Q3 2024 results (ended Sept 30) include $1.98M in revenue and a net loss of $5.53M.
Eva Live Inc. terminated its relationship with BF Borgers CPA PC and appointed Michael Gillespie & Associates, PLLC as its new independent auditor on May 5, 2024.
🚩 Red Flags
- Auditor change involving a firm (BF Borgers) that is currently barred/restricted by an SEC Cease-and-Desist Order.
- The timing of the auditor's regulatory sanction (May 3, 2024) immediately preceding the company's termination of their services (May 5, 2024) is highly unusual and suggests significant regulatory risk for the client.
📋 Key Facts
- Terminated BF Borgers CPA PC effective May 5, 2024.
- Engaged Michael Gillespie & Associates, PLLC (Gillespie) as the replacement auditor.
- The company notes that the SEC has issued a Cease-and-Desist Order against BF Borgers on May 3, 2024, preventing them from appearing or practicing before the SEC.
- Company claims no disagreements with the outgoing auditor regarding accounting principles or auditing scope.