Filing Analysis
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.