Eva Live Inc current report, 02 October 2026

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Eva Live Inc. — Form 8-K Summary

Business context and reporting period: The 8-K reports a financing transaction entered into on October 2, 2026; the filing was signed October 7, 2026. Eva Live is a Nevada company whose common stock trades on Nasdaq under GOAI. This is a transaction report, not a periodic financial-results filing.

Financing and key terms

  • Committed financing: Eva Live agreed to issue Dune Equity Holdings LLC a secured promissory note for up to $1.875 million in principal, for a purchase price of up to $1.575 million. The difference is an original issue discount of up to $300,000.
  • Funded at closing: Dune funded the first tranche of $937,500 principal for a $787,500 purchase price. After $40,000 withheld for Dune’s legal fees, the company received net proceeds of $747,500. The proceeds are designated for business development and general working capital.
  • Potential additional funding: Dune may, at its discretion, fund a second tranche of $312,500 principal for $262,500 and a third tranche of $625,000 principal for $525,000. Neither had been funded as of the filing.
  • Cost and repayment: The note carries a one-time 12% interest charge on each tranche’s principal. Each tranche matures 12 months after funding. Amortization begins 15 days after funding, with payments generally equal to 10% of that tranche’s original total outstanding balance every 30 days; the remaining balance is due at maturity. Overdue amounts accrue interest at the lesser of 18% annually or the legal maximum.
  • Collateral and priority: The note is secured by broad company and subsidiary assets, including intellectual property, accounts, deposit accounts, and subsidiary equity. Its lien is junior to the existing senior secured debt owed to Streeterville Capital, LLC. The filing does not state the amount of that senior debt.
  • Conversion and dilution: Dune may convert the note into common stock at $2.50 per share, subject to a 4.99% beneficial ownership limit and an 7,994,828-share exchange cap unless stockholder approval is obtained. Following an event of default or a missed amortization payment, the conversion price becomes the lower of $2.50 or 65% of the average of the three lowest trading prices over the preceding 10 trading days.
  • Commitment shares: Eva Live issued Dune 75,000 shares. If the closing price when those shares reach Dune’s brokerage account without a restrictive legend is below $2.86, the company must issue additional shares to bring their value to $150,000. If the stock becomes a penny stock, remaining commitment shares held by Dune are cancelled and the company must pay $2.86 per share in cash.

Material changes, risks, and unusual terms

  • The transaction creates a secured repayment obligation and may result in substantial equity dilution, particularly if the discounted, market-based conversion price applies.
  • Eva Live may prepay each tranche once, during the 180 days after funding, by giving five trading days’ notice. The payment is 110% of the defined prepayable portion—99% of outstanding principal plus all accrued and unpaid interest—plus a $750 administrative fee.
  • The agreements impose restrictions and covenants covering, among other matters, additional debt, dividends, share repurchases, asset sales, variable-rate financings, and certain business changes. Dune may elect to direct up to 50% of cash proceeds from any source toward repayment and has participation rights in certain future placements.
  • The company must seek stockholder approval within 90 days and obtain directors’ and officers’ insurance within 60 days of closing. Failure to obtain stockholder approval within 90 days is among the specified events of default.
  • Events of default include payment or covenant breaches, certain insolvency events, specified judgments, reporting failures, trading suspension or delisting, market capitalization below $30 million, penny-stock status, and cross-defaults. Upon default, the note becomes immediately due, with the amount payable set at 150% of outstanding principal plus accrued interest, including default interest.
  • The filing provides no operating revenue, profit, cash-flow, margin, or liquidity figures; no financial statements or guidance; and no management outlook. The effect of the financing on the company’s liquidity cannot be assessed from this filing alone.

Important facts for investors to verify

  1. Whether Dune funds the second or third tranche, and the company’s actual net cash proceeds after all fees.
  2. The outstanding balance, amortization schedule, and cash repayment capacity, including the amount and priority terms of Streeterville’s senior debt.
  3. Whether stockholder approval is obtained by the contractual deadline and how the exchange cap affects conversion.
  4. The potential share issuance under fixed-price and market-price conversion scenarios, and the final value or number of commitment shares.
  5. Compliance with the covenants and deadlines, including D&O insurance, and any subsequent events of default.