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 April 14, 2026. The filing reports the entry into a material definitive agreement regarding a potential equity offering.
Key Financial Metrics and Transaction Details
The filing does not provide specific revenue, profit, cash flow, or debt metrics for the company. The primary financial data relates to the new Equity Distribution Agreement (EDA):
- Offering Size: Up to $100,000,000 in aggregate offering price.
- Security: Common Stock, par value $0.0001 per share.
- Agent: Maxim Group LLC.
- Commission: Fixed rate of 3.0% of aggregate gross proceeds.
- Expenses: Reimbursement of agent fees and expenses up to $30,000 upon execution, plus up to $3,500 per "Bringdown Date."
- Use of Proceeds: Working capital and general corporate purposes.
Material Changes
The material change reported is the execution of the EDA on April 14, 2026, enabling an "at-the-market" offering. This agreement supersedes previous capital raising mechanisms for this specific tranche and is governed by a registration statement on Form S-3 declared effective on March 24, 2026.
Outlook, Risks, and Contingencies
Management Commentary: The Company is not obligated to sell any shares under the EDA. Sales will be made at the Company's discretion based on market conditions and price limits. The agreement may be terminated by either party with five days' notice or automatically after 12 months.
Risks and Contingencies:
- No assurance exists that any shares will be sold, or at what price or volume.
- Forward-looking statements regarding future activities are subject to risks and uncertainties that may cause actual results to differ materially.
- The agreement includes customary indemnification provisions against liabilities under the Securities Act.
Investor Verification Checklist
- Verify the current market price of GOAI to assess potential dilution impact from a $100 million offering.
- Review the full text of the Equity Distribution Agreement (Exhibit 10.1) for specific termination clauses and price floor mechanisms.
- Confirm the status of the Form S-3 registration statement (File No. 333-294416) and any subsequent prospectus supplements.
- Monitor future 8-K filings for actual sales activity and proceeds generated under this agreement.