Eva Live Inc. Signs New CEO Employment Agreement with Large Equity Award

What Happened
Eva Live Inc. (GOAI) filed an 8‑K on August 20, 2026 reporting that on August 17, 2026 the company and CEO David Boulette entered into a new Executive Employment Agreement that replaces his prior May 31, 2025 agreement. The new agreement has an initial five‑year term (auto‑renewing annually unless 90 days’ notice is given), sets a base salary of $800,000 with automatic 10% annual increases, and provides eligibility for annual bonus/incentive compensation at the Board’s discretion. The agreement also includes performance‑based equity awards in the form of Series A Convertible Preferred Stock and severance and restrictive covenants.

Key Details

• Agreement date: August 17, 2026; prior agreement dated May 31, 2025 replaced.
• Salary and raises: $800,000 base salary with automatic 10% increases each anniversary.
• Equity award: Up to 1,000,000 shares of Series A Convertible Preferred Stock (200,000 shares per year for years 1–5) tied to performance milestones; each preferred share converts into 150 common shares — equal to up to 150,000,000 common shares if fully converted.
• Milestones & status: Year 1 milestone (uplisting to a national exchange) was achieved (Nasdaq trading began Jan 28, 2026) and, subject to required filings and conditions, the company will issue 200,000 Series A preferred shares for year one. Year 2 requires an acquisition ≥ $5M or a commercial launch projected to generate ≥ $5M plus annual sales growth of at least $15M; years 3–5 require ≥30% year‑over‑year sales growth.
• Issuance conditions & approvals: Stockholder approval for the equity award was obtained by written consent. No Series A shares may be issued until the company files the definitive Schedule 14C information statement, at least 20 days elapse after filing/first mailing, and the Certificate of Designation is filed and accepted by the Nevada Secretary of State.
• Severance & covenants: If terminated without Cause or for Good Reason, CEO is entitled to a $5,000,000 lump‑sum severance, pro‑rata bonus, up to six months COBRA reimbursement, and full vesting of non‑performance equity awards. Employment contains non‑competition, non‑solicit and confidentiality provisions.
• Certificate terms (summary): Stated value $0.0001 per preferred share; no mandatory dividends; generally no voting rights but protective approval rights for Series A holders; liquidation preference equal to stated value per share; customary conversion adjustments.

Why It Matters
This filing details material compensation and equity arrangements for the company’s CEO that could affect shareholder value and capitalization. The Series A preferred awards, if issued and fully converted, would represent a very large potential increase in common shares outstanding (up to 150 million shares), so investors should note the conversion rate, the performance conditions, and that issuance is subject to additional filings and the Nevada filing/acceptance. The agreement also increases fixed cash costs (starting salary and automatic 10% annual raises) and creates a significant severance exposure ($5M) under certain termination scenarios. Retail investors should watch the company’s forthcoming Schedule 14C, the filed Certificate of Designation, and any future disclosures showing issuance, conversion, or adjustments that affect share count and dilution.

(Full Employment Agreement and Form of Certificate of Designation are filed as exhibits to the 8‑K.)