Eva Live Inc

false --12-31 0001983736 0001983736 2026-09-23 2026-09-23 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: September 23, 2026 (Date of earliest event reported) EVA LIVE INC. (Exact name of registrant as specified in its charter) Nevada 001-43076 88-2864075 (State or other jurisdiction of incorporation) (Commission File Number) (IRS. Employer Identification No.) 8488 Rozita Lee Ave Building 3 Las Vegas , NV 89113 (Address of principal executive offices, including zip code) (310) 229-5981 (Registrant’s telephone number, including area code) N/A (Former name or former address, if changed since the last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered common stock, par value $0.0001 GOAI The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by a check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ITEM 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 20, 2026, on August 17, 2026, the Company entered into a new Executive Employment Agreement (the “Employment Agreement”) with David Boulette, the Company’s Chief Executive Officer. Pursuant to the terms of the Employment Agreement, on September 25, 2026, the Company issued 200,000 shares of its Series A Convertible Preferred Stock (the “Series A Preferred Stock”) to Mr. Boulette. ITEM 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Amended and Restated Articles of Incorporation On September 23, 2026, the Company filed an Amended and Restated Articles of Incorporation (the “A&R Articles”) with the Secretary of State of the State of Nevada. The A&R Articles modernize and conform the Company’s existing articles of incorporation (the “Existing Articles”) to current Nevada law and update standard corporate governance provisions, and do not change the Company’s authorized capital stock. The amendments effected by the A&R Articles, among other things, included the following principal changes: Declassification of the Board of Directors. The A&R Articles eliminate the classified board structure. Under the A&R Articles, the Board shall consist of at least one (1) and not more than thirteen (13) directors, with the exact number fixed as provided in the Bylaws, and all directors will be subject to annual election. Removal of Directors Only for Cause. The Existing Articles did not contain a specific provision addressing director removal. The A&R Articles provide that any director, or the entire Board, may be removed from office only for cause and only by the affirmative vote of at least sixty-six and two-thirds percent (66.67%) of the outstanding shares of capital stock of the Company entitled to vote generally in the election of directors. “Cause” is defined as (i) conviction of a felony, (ii) declaration of unsound mind by a court of competent jurisdiction, (iii) gross dereliction of duty, or (iv) commission of an act involving moral turpitude that is materially injurious to the Company. This provision may have the effect of making it more difficult to change the composition of the Board and could discourage or delay an attempt to acquire control of the Company. Director and Officer Liability and Indemnification. The Existing Articles contained an exculpation provision applicable only to directors, with specific carve-outs for breach of the duty of loyalty, bad faith, intentional misconduct, knowing violations of law, liability under NRS §174, and transactions involving improper personal benefit. The A&R Articles replace this provision with a broader formulation that eliminates or limits the personal liability of both directors and officers to the fullest extent permitted by the NRS, with an automatic ratchet providing that liability will be further eliminated or limited to the fullest extent permitted if the NRS is subsequently amended. The A&R Articles also modernize the indemnification and advancement provisions to cover expenses incurred by officers and directors (including persons who served in such capacities for predecessor entities and affiliates) and to provide for mandatory advancement of expenses upon receipt of an undertaking to repay. Any repeal or modification of these provisions is prospective only and may not adversely affect existing rights. Anti-Takeover Statute Elections. The Existing Articles did not address Nevada’s anti-takeover statutes. The A&R Articles expressly elect for the Company to be governed by (i) the Nevada Control Share Acquisition Statute (NRS §78.378 through §78.3793, inclusive), which provides that a person who acquires “control shares” in a “control share acquisition” may not exercise voting rights with respect to such shares unless approved by the Company’s stockholders, and (ii) the Nevada Business Combination Statute (NRS §78.411 through §78.444, inclusive), which restricts certain business combinations between the Company and an “interested stockholder” (generally, a holder of 10% or more of the Company’s voting power) unless the Board approved the transaction prior to the stockholder becoming an interested stockholder, a majority of disinterested stockholders approve, or fair value requirements are satisfied. These elections may have the effect of discouraging, delaying, or preventing a change in control of the Company. Exclusive Board Authority over Bylaws. Under the Existing Articles, the Board was authorized to make, alter, amend, or repeal the Bylaws, subject to any restrictions or limitations under the NRS. The A&R Articles grant the Board the exclusive power to make, amend, alter, or repeal the Bylaws pursuant to NRS 78.120, which eliminates any concurrent stockholder right to amend the Bylaws. This change consolidates bylaw amendment authority with the Board and may limit the ability of stockholders to effect governance changes through bylaw amendments. Exclusive Forum Selection. The Existing Articles did not contain a forum selection provision. The A&R Articles designate the state or federal courts located in Washoe County, Nevada as the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, or other employee to the Company or its stockholders, (iii) any action asserting a claim arising under the NRS or the Articles or Bylaws, and (iv) any action asserting a claim governed by the internal affairs doctrine. Any person acquiring shares of the Company’s capital stock is deemed to