Eva Live Inc. Form 8-K Summary
Business Context and Reporting Period
Company: Eva Live Inc.
Filing Date: July 21, 2026
Reporting Period: Current Report (Event Date: July 21, 2026)
Business Context: The Company entered into a material definitive agreement to raise capital through a secured convertible note offering.
Key Financial Metrics and Transaction Details
- Transaction Type: Secured Convertible Note (Initial Note).
- Principal Amount: $2,160,000.
- Gross Proceeds: $2,000,000 (issued at an 8% Original Issue Discount).
- Interest Rate: 8% per annum.
- Maturity: 24 months from Closing.
- Additional Commitment: Investor has the right to purchase an additional note of $1,250,000 within 24 months.
- Conversion Price: 87% of the lowest daily VWAP for the 10 trading days preceding the measurement date, subject to a Floor Price of $0.472.
- Prepayment Penalty: 110% of the outstanding balance if prepaid by the Company.
- Default Interest Rate: 15% per annum upon Event of Default.
- Collateral: Security interest granted in all equity interests of subsidiaries, customer accounts, insurance rights, and company assets.
Material Changes and Terms
This filing represents a new material financial obligation not present in prior periods. Key structural terms include:
- Trigger Events: The Outstanding Balance may increase by 10% (Major Trigger) or 5% (Minor Trigger) upon specific events, up to three times each.
- Redemption Rights: If the Nasdaq Official Closing Price is below the Floor Price ($0.472) for 10 consecutive trading days, the Investor may redeem up to a defined Maximum Monthly Redemption Amount.
- Default Acceleration: Failure to cure a Trigger Event within five trading days results in an Event of Default, making the balance immediately due at the Mandatory Default Amount.
Guidance, Outlook, and Use of Proceeds
Use of Proceeds: The Company intends to use net proceeds for working capital requirements, general corporate purposes, and the advancement of business objectives.
Outlook: The filing does not provide specific financial guidance or revenue projections beyond the capital raise.
Risks: The transaction introduces significant dilution risk due to the 87% conversion discount and potential balance increases via Trigger Events. The 110% prepayment penalty limits the Company's ability to refinance the debt early without cost.
Investor Verification Checklist
- Verify the current trading price relative to the $0.472 Floor Price to assess immediate redemption risk.
- Review the full text of the Security Agreement (Exhibit 10.2) to understand the scope of assets pledged as collateral.
- Confirm the status of the Rule 424(b) prospectus supplement required for Closing.
- Assess the impact of the 8% OID and potential Trigger Event increases on the total debt burden.
- Check for any existing "Major" or "Minor" Trigger Events that may have already occurred prior to this filing.