Eva Live Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Eva Live Inc. (Nasdaq: GOAI) on August 17, 2026. The filing discloses the execution of a new Executive Employment Agreement with David Boulette, the Company's Chief Executive Officer, replacing his prior agreement dated May 31, 2025.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures for the reporting period. The document focuses exclusively on executive compensation terms and equity structure.
Material Changes and Executive Compensation
The primary material change is the new employment terms for CEO David Boulette, effective August 17, 2026:
- Term: Initial five-year term with automatic one-year renewals unless 90 days' notice is given.
- Base Salary: $800,000 annually, subject to automatic 10% increases on each anniversary.
- Equity Award: Eligibility for up to 1,000,000 shares of Series A Convertible Preferred Stock, issued in tranches of 200,000 shares per year for five years based on performance milestones.
- Conversion Rate: Each Series A Preferred share converts into 150 shares of common stock (total potential conversion: 150,000,000 common shares).
- Severance: In the event of termination without Cause or resignation for Good Reason, the CEO is entitled to a $5,000,000 lump-sum payment, pro rata bonus, six months of COBRA reimbursement, and full vesting of non-performance-based equity.
Performance Milestones and Outlook
Equity issuance is contingent on the following milestones:
- Year 1: Successful uplisting to a national securities exchange (completed January 28, 2026, on Nasdaq). The Company intends to issue the first 200,000 shares upon satisfaction of regulatory filing conditions.
- Year 2: Completion of an acquisition with at least $5 million in consideration OR commercial launch of a major product/platform projected to generate $5 million in incremental annualized revenue; AND an increase in annual sales of at least $15 million.
- Years 3-5: Achievement of at least 30% year-over-year sales growth.
Risks and Contingencies: Issuance of the Series A Preferred Stock is contingent upon the filing of a definitive information statement on Schedule 14C, a 20-day waiting period, and the filing of the Certificate of Designation with the Nevada Secretary of State. The Series A Preferred Stock carries liquidation preferences over common stock but no mandatory dividends or general voting rights, though it holds veto power over actions adversely affecting its rights.
Investor Verification Checklist
- Verify the filing status of the Schedule 14C information statement and the Certificate of Designation with the Nevada Secretary of State to confirm the issuance of the first tranche of preferred stock.
- Review the full text of the Executive Employment Agreement (Exhibit 10.1) for specific definitions of "Cause," "Good Reason," and performance metrics.
- Assess the dilution impact of the potential 150,000,000 common shares upon full conversion of the Series A Preferred Stock.
- Monitor future filings for confirmation of Year 2 and subsequent milestone achievements, specifically regarding the $15 million sales increase and 30% growth targets.