Eva Live Inc

false 0001983736 0001983736 2026-10-02 2026-10-02 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 (Date of earliest event reported): October 2, 2026 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 1.01 Entry into a Material Definitive Agreement. On October 2, 2026, Eva Live Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with Dune Equity Holdings LLC, a Delaware limited liability company (“Dune”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement and the Note (as defined below). Pursuant to the Purchase Agreement, the Company agreed to sell, and Dune agreed to purchase, a 12% secured promissory note of the Company, in the principal sum of up to $1,875,000 (the “Note”) for a purchase price of up to $1,575,000, reflecting an original issue discount of up to $300,000. On October 2, 2026, Dune funded the First Tranche of $937,500 in principal for a purchase price of $787,500 (net proceeds of $747,500 after $40,000 withheld for Dune’s legal fees), and the Company issued 75,000 shares of Common Stock to Dune as commitment shares (the “Closing Commitment Shares”). If the closing price of the Common Stock on the date the Closing Commitment Shares are delivered to Dune’s brokerage account without restrictive legend is below $2.86, the Company must issue additional make-whole commitment shares equal to $150,000 divided by such price, less 75,000. If the Common Stock becomes a “penny stock,” any remaining commitment shares held by Dune will be cancelled and the Company must pay Dune $2.86 in cash for each such share. In addition, Dune has the right, in its sole discretion and at any time while the Note is outstanding, to fund (i) a Second Tranche of $312,500 in principal for a purchase price of $262,500 (with $12,500 withheld for Dune’s legal fees) and (ii) a Third Tranche of $625,000 in principal for a purchase price of $525,000 (with $25,000 withheld for Dune’s legal fees). As of the date of this report, Dune has not funded the Second Tranche or the Third Tranche. Under the Purchase Agreement, the Company is required to use the proceeds from the sale of the Note for business development and general working capital. The Note Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Note. The Note bears a one-time interest charge on the Principal Amount with respect to each Tranche at the rate of twelve percent (12%). Any principal amount or interest on the Note which is not paid when due shall bear interest at the rate of the lesser of (i) eighteen percent (18%) per annum and (ii) the maximum amount permitted by law (“Default Interest”). Each Tranche under the Note will mature twelve (12) months from the date that the portion of the Purchase Price with respect to such Tranche was funded by Dune to the Company. The Company is required to make Amortization Payments with respect to each Tranche, beginning fifteen (15) calendar days after the respective Funding Date and every thirty (30) calendar days thereafter, generally in the amount of 10% of the original total outstanding balance of such Tranche, with the remaining balance due on the Maturity Date. The Note is a secured obligation of the Company with priority over all existing and future Indebtedness of the Company, except for the Senior Secured Debt owed to Streeterville Capital, LLC which is senior to the Note. The Note is convertible at the option of Dune into common shares of the Company at a conversion rate equal to the Conversion Amount being converted divided by the Conversion Price. The Conversion Price is equal to the Fixed Price of $2.50 per share; provided, however , that at any time on or following the earlier of (i) the date that an Event of Default occurs under the Note or (ii) the date that the Company fails to pay any Amortization Payment when due, the Conversion Price shall equal the lesser of (i) the Fixed Price or (ii) the Market Price, which is 65% of the average of the three (3) lowest traded prices of the Common Stock during the ten (10) Trading Days prior to the respective Conversion Date. The Note contains a 4.99% beneficial ownership limitation. Unless the Company obtains Shareholder Approval, the number of shares of Common Stock issuable to Dune under the transaction documents is limited to 7,994,828 shares (the “Exchange Cap”). The Company is required to reserve the greater of 4,201,701 shares of Common Stock or five times the number of shares issuable upon full conversion of the Note at the Market Price. The Company shall have a one-time right with respect to each Tranche, exercisable on five (5) Trading Days’ prior written notice to Dune, to prepay the Prepayable Portion of such Tranche (99% of the outstanding Principal Amount and 100% of accrued and unpaid interest of such Tranche) during the 180 calendar days following the respective Funding Date, by paying Dune an amount in cash equal to 110% multiplied by the Prepayable Portion of the respective Tranche then outstanding, plus $750 for administrative fees. The Purchase Agreement and the Note contain customary and transaction-specific covenants, including transfer agent instructions, legal counsel opinions, public information and 1934 Act reporting covenants, piggy-back registration rights, restrictions on dividends (except stock dividends), stock repurchases, the incurrence or guarantee of Indebtedness, asset sales outside the ordinary course, Variable Rate Transactions (for 18 months or until the Note is fully converted or repaid, whichever is later) and Prohibited Transactions, changes to the nature of the Company’s business, a requirement to preserve corporate existence, anti-dilution and share reserve provisions, most-favored-nations provisions, a requirement that at Dune’s election up to 50% of cash proceeds from any source be applied to repay the Note, a right of participation entitling Dune to purchase up to 50% of any subsequent placement (for 18 months or until the Note is extinguished,