Eva Live Inc Adopts New Charter, Issues Series A Convertible Preferred to CEO

What Happened

• Eva Live Inc (GOAI) filed an 8-K reporting major governance changes and a new preferred stock series. On September 23, 2026 the company filed Amended & Restated Articles of Incorporation and adopted Amended & Restated Bylaws. On the same date it filed a Certificate of Designation creating 1,000,000 shares of Series A Convertible Preferred Stock. Per a previously disclosed employment agreement, the company issued 200,000 shares of Series A Preferred Stock to CEO David Boulette on September 25, 2026. The Employment Agreement was entered into August 17, 2026 (disclosed August 20, 2026). The company also moved its headquarters in September 2026 to 8488 Rozita Lee Ave Bldg 3, Las Vegas, NV 89113.

Key Details

• Series A preferred: 1,000,000 authorized; stated value $0.0001 per share; conversion rate 150 common shares per 1 preferred share. (200,000 pref → potential 30,000,000 common shares if fully converted.)
• Issuance: 200,000 shares of Series A Convertible Preferred issued to CEO David Boulette on September 25, 2026 under his Employment Agreement.
• Governance changes (filed Sept 23, 2026): Board declassified so all directors subject to annual election; director removal only “for cause” and only by ≥66.67% of voting stock; company elected Nevada anti-takeover statutes; exclusive board authority to amend bylaws; exclusive forum selection for many corporate claims in Washoe County, Nevada.
• Bylaw changes: special stockholder meetings may only be called by the Board (or CEO/Chair); advance notice rules for director nominations; vacancies filled by remaining directors.

Why It Matters

• Potential dilution: the Series A conversion ratio (150:1) is highly dilutive if holders convert. The 200,000 shares issued to the CEO alone could convert into 30 million common shares, which could materially increase the company’s outstanding common stock and dilute existing holders.
• Governance and takeover impact: the A&R Articles both increase shareholder voting frequency (declassification) and add protective measures (supermajority removal for cause, Nevada anti‑takeover elections, exclusive board control over bylaws). These changes can make hostile or unsolicited control changes harder and limit shareholder ability to effect governance changes unilaterally.
• CEO alignment and control: issuing a large block of preferred to the CEO ties compensation to a convertible security that carries protective rights (blocking adverse changes without a pref-majority) while being generally non-voting. This may align executive incentives but also concentrates economic and protective influence with management.
• Procedural changes: the exclusive forum clause and board-only special meeting power may affect where and how shareholders can pursue certain legal or governance actions.

(Exhibits with the full texts of the A&R Articles, Certificate of Designation and A&R Bylaws are filed with the 8‑K for detailed review.)