Eva Live Inc. Form 8-K Summary
Business Context and Reporting Period
Company: Eva Live Inc.
Filing Date: February 23, 2026
Reporting Period: Current Report (Event Date: February 23, 2026)
Context: The Company entered into a Material Definitive Agreement to raise capital through a secured convertible note offering.
Key Financial Metrics and Transaction Details
- Initial Note Principal: $7,560,000
- Gross Proceeds: $7,000,000 (issued at 8% Original Issue Discount)
- Additional Note Commitment: Up to $4,320,000 available for purchase over 24 months
- Interest Rate: 8% per annum (increases to 15% per annum upon Event of Default)
- Maturity: 24 months from Closing
- Placement Fee: 5.75% of aggregate gross proceeds paid to Maxim Group LLC
- Use of Proceeds: Working capital, general corporate purposes, and business advancement
Material Changes and Terms
The filing details the entry into a Securities Purchase Agreement and Security Agreement with Streeterville Capital, LLC. Key terms include:
- Conversion Terms: Convertible at 87% of the lowest daily VWAP over the preceding 10 trading days, subject to a Floor Price of $0.90.
- Prepayment: Company may prepay with 10 trading days' notice at 110% of the outstanding balance.
- Redemption Rights: Investor may redeem up to a maximum monthly amount if the Nasdaq Official Closing Price remains below the Floor Price for 10 consecutive trading days.
- Trigger Events: Outstanding balance may increase by 10% (Major Trigger) or 5% (Minor Trigger) upon specific events, capped at three occurrences each.
- Collateral: The note is secured by a broad security interest including equity in subsidiaries, customer accounts, insurance rights, and equipment.
Outlook, Risks, and Contingencies
- Registration Rights: The Company must declare a Form S-3 Registration Statement effective within 90 days of Closing to register the resale of conversion shares.
- Default Risks: Failure to cure a Trigger Event within five trading days results in an automatic Event of Default, allowing the Investor to accelerate the debt and demand immediate payment at the Mandatory Default Amount with 15% interest.
- Liquidity Contingency: The transaction is contingent upon the satisfaction of closing conditions, including the filing of an information statement.
Investor Verification Checklist
- Verify the effective date of the Form S-3 Registration Statement required within 90 days of Closing.
- Confirm the current Nasdaq Official Closing Price relative to the $0.90 Floor Price to assess immediate redemption risk.
- Review the full text of the Security Agreement (Exhibit 10.2) to understand the specific scope of collateral pledged.
- Monitor for any "Trigger Events" defined in the Note that could increase the principal balance or lead to default.
- Check the Company's cash position to ensure ability to meet the 110% prepayment penalty if early repayment is considered.