Eva Live Inc: sells up to $1,875,000 secured promissory note to Dune

What happened Eva Live Inc reported that on Oct 2, 2026 it entered into a securities purchase agreement with Dune Equity Holdings LLC under which the company agreed to sell, and Dune agreed to purchase, a 12% secured promissory note in the principal sum of up to $1,875,000 for a purchase price of up to $1,575,000 (reflecting an original issue discount of up to $300,000). On Oct 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 closing commitment shares.

Key details

• Note terms: one-time interest charge at 12% per tranche; default interest at the lesser of 18% per annum or the maximum permitted by law; each tranche matures 12 months from its funding date.
• Amortization and payment: amortization payments begin 15 calendar days after each funding date and then every 30 days, generally about 10% of the original outstanding balance per period, with the remaining balance due at maturity.
• Funding tranches: Dune may, in its sole discretion while the note is outstanding, fund a second tranche of $312,500 (purchase price $262,500; $12,500 withheld for legal fees) and a third tranche of $625,000 (purchase price $525,000; $25,000 withheld for legal fees); those tranches were not funded as of the filing.
• Conversion and caps: Dune may convert principal and interest into common stock at a fixed conversion price of $2.50 per share, subject to adjustment after certain defaults to the lesser of the fixed price or a market price (65% of the average of the three lowest traded prices during the ten trading days prior to conversion); a 4.99% beneficial ownership limitation applies and, absent shareholder approval, the number of shares issuable is limited to 7,994,828 (the exchange cap). The company must reserve the greater of 4,201,701 shares or five times the number of shares issuable upon full conversion at the market price.
• Prepayment and remedies: the company has a one-time right per tranche, within 180 calendar days after funding, to prepay the prepayable portion (99% of outstanding principal and 100% of accrued interest) by paying 110% of that amount plus $750. Upon an event of default the note becomes immediately due and payable and the company must pay an amount equal to the principal then outstanding plus accrued interest multiplied by 150%.
• Security and priority: the company and its subsidiaries granted Dune a security interest in collateral including goods, equipment, inventory, accounts, contract rights, general intangibles (including intellectual property), deposit accounts, investment property (including equity interests in subsidiaries) and proceeds; those security interests are junior to the senior secured debt owed to Streeterville Capital, LLC.
• other covenants: include transfer agent instructions, public information and 1934 Act reporting covenants, piggy-back registration rights, limits on dividends and stock repurchases, restrictions on incurrence of indebtedness and certain transactions, a requirement to obtain directors’ and officers’ insurance within 60 days, a participation right for Dune in future placements for 18 months, and a covenant to hold a special meeting to seek shareholder approval within 90 days after the purchase agreement date.

Why it may matter The filing reports Item 1.01 (entry into a material definitive agreement: the securities purchase agreement, the secured promissory note and the security agreement), Item 2.03 (creation of a direct financial obligation under the note) and Item 3.02 (unregistered sale of equity securities in connection with issuance of commitment shares). This filing does not show why the insider traded or why the company acted.