Eva Live Inc. — Form 8-K Summary
Reporting context: Current report dated September 23, 2026, with the filing signed September 29. The filing reports corporate governance changes, creation and issuance of Series A Convertible Preferred Stock, and a headquarters move. It does not provide operating results for a quarterly or annual reporting period.
Financial and operating information
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other operating metrics. It contains no financial guidance or outlook.
Material events and changes
- CEO compensation: Under an employment agreement entered into August 17 and previously disclosed, the company issued CEO David Boulette 200,000 shares of Series A Convertible Preferred Stock on September 25, 2026.
- Preferred stock terms: On September 23, the company designated 1,000,000 shares of Series A Preferred Stock. Each share has a stated value of $0.0001 and may be converted into 150 common shares. The 200,000 shares issued to the CEO would therefore convert into 30,000,000 common shares if converted in full; conversion and resulting dilution are not reported as having occurred. The designated amount could convert into as many as 150,000,000 common shares if all designated shares were issued and converted, subject to the certificate’s terms. There are no mandatory dividends. Preferred holders receive stated value ahead of common holders upon liquidation and have limited protective consent rights, but generally no voting rights.
- Governance documents: The company filed amended and restated articles and adopted amended bylaws, describing them as updates to conform to Nevada law and modernize governance. The amendments did not change authorized capital stock.
- Governance and takeover provisions: Directors will be elected annually, but removal is only for cause with approval of at least 66.67% of voting shares. Nevada control-share and business-combination statutes apply. The board has exclusive authority to amend bylaws; stockholders cannot call special meetings under the new bylaws. The documents also establish advance-notice requirements, board control over vacancies, and exclusive Nevada courts in Washoe County for specified internal corporate claims, with federal securities claims excluded.
- Liability and indemnification: The articles broaden director and officer liability protections to the fullest extent permitted by Nevada law and provide for mandatory advancement of expenses upon an undertaking to repay.
- Headquarters: In September 2026, the company moved its headquarters to 8488 Rozita Lee Ave, Building 3, Las Vegas, Nevada. The telephone number remains unchanged.
Risks and items to verify
- Review Exhibits 3.1–3.3 for the complete articles, preferred-stock certificate, and bylaws; the filing’s descriptions are summaries.
- Verify the preferred shares issued, their ownership and any conversion activity, and the resulting potential common-stock dilution.
- Assess how the director-removal threshold, board-only bylaw authority, meeting and nomination rules, anti-takeover elections, and exclusive-forum provision may affect shareholder rights and control.
- Confirm the operative dates and implementation of the September 25 preferred-stock issuance and September 23 governance filings.