Eva Live Inc 8-K

What Happened

• On July 21, 2026 (8-K filed July 23, 2026), Eva Live Inc. (GOAI) entered into a Securities Purchase Agreement with accredited investor Streeterville Capital, LLC to sell a secured convertible “Initial Note” with an aggregate original principal amount of $2,160,000. At Closing the Company will issue the Initial Note and receive gross proceeds of $2.0 million (the note is issued with an 8% original issue discount).
• The Initial Note carries 8% annual interest, matures 24 months after Closing, and is convertible into common stock at a conversion price equal to 87% of the lowest daily VWAP over a 10‑trading‑day measurement period (but not below a Floor Price of $0.472). The agreement also gives Streeterville a 24‑month right to purchase one additional note with $1,250,000 principal on the same terms.
• The Company filed a prospectus supplement on July 23, 2026 under its Form S-3 registration (file no. 333-294416) to register the Conversion Shares that may be issued upon conversion.

Key Details

• Initial Note principal: $2,160,000 (company receives $2.0M after 8% OID); Additional Note right: $1,250,000 (24 months).
• Interest/maturity: 8% per annum; 24‑month maturity. Conversion price = 87% of 10‑day VWAP (floor $0.472).
• Prepayment/repayment and defaults: Company may prepay after 10 trading days’ notice at 110% of prepaid balance; default interest rises to 15% and investor may accelerate payment on Event of Default. Trigger Events can increase outstanding balance (10% per Major, 5% per Minor, up to three times each).
• Security: Note is secured by a Security Agreement covering broad collateral (subsidiary equity, customer accounts, insurance rights, goods and equipment, etc.). If Nasdaq closing price is below the Floor Price for 10 consecutive trading days, investor may redeem up to a monthly cap.

Why It Matters

• This transaction provides near‑term financing (roughly $2.0M net) to support Eva Live’s working capital and business objectives while giving the investor equity upside via conversion. The conversion feature and below‑market conversion pricing (87% of VWAP with a $0.472 floor) mean dilution to current shareholders is possible if the investor converts.
• The security interest and stiff default provisions (higher interest, acceleration, balance increases on Trigger Events) increase creditor protections and the company’s obligations under stress. Investors should watch dilution risk, the company’s use of proceeds, and any future draws on the additional note option.