Eva Live Inc. Announces \$7.56 Million Secured Convertible Note Financing with Streeterville Capital, LLC

Los Angeles, CA – February 23, 2026 – Eva Live Inc. (the “Company”), a Nasdaq-listed emerging growth company, has entered into a significant financing agreement with Streeterville Capital, LLC, an accredited institutional investor. This development is poised to have a notable impact on the Company’s capital structure, funding flexibility, and potentially its share price.

Key Highlights of the Financing Agreement

• Size of the Financing: Eva Live Inc. has agreed to sell, and Streeterville Capital has agreed to purchase, a secured convertible promissory note with an aggregate original principal amount of \$7,560,000 (the “Initial Note”).
• Original Issue Discount: The Initial Note will be issued at an 8% original issue discount, meaning the Company will receive proceeds of \$7,000,000, with \$560,000 as the original issue discount.
• Interest Rate and Maturity: The note carries an 8% per annum interest rate and matures 24 months from the closing date.
• Conversion Feature: The Initial Note is convertible at the option of the Investor into common shares of Eva Live Inc. The Conversion Price is set at 87% of the lowest daily VWAP (Volume Weighted Average Price) for the ten trading days immediately preceding the relevant measurement date, but not lower than the Floor Price (20% of the Nasdaq Official Closing Price on the effective date).
• Redemption Rights: If the Company’s share price closes below the Floor Price for ten consecutive trading days, Streeterville Capital may redeem up to the Maximum Monthly Redemption Amount per calendar month.
• Trigger Events: In the event of a “Major Trigger Event” or “Minor Trigger Event” (as defined in the Note), the Outstanding Balance of the Note may be increased by 10% or 5%, respectively, for each such event. If not cured within five trading days, these can become Events of Default, potentially leading to accelerated repayment at a higher default interest rate of 15% per annum.
• SEC Registration Requirement: Eva Live Inc. is required to have a Form S-3 Registration Statement declared effective by the SEC within 90 days of closing and must file a Rule 424(b)(5) Prospectus Supplement to register the resale of all conversion shares within seven days of the effective date.
• Additional Notes: The agreement allows the Investor the right to purchase additional secured convertible notes with the same terms as the Initial Note.
• Use of Proceeds: While not explicitly stated, the funds will enhance the Company’s financial flexibility for growth initiatives, working capital, or other corporate purposes.
• Share Reservation: The Company has reserved 8,400,000 common shares from its authorized but unissued shares to provide for the conversion of the Initial Note. The reserve will be increased for any additional notes issued.
• Most Favored Nation Clause: Should Eva Live Inc. issue any future debt security with more favorable terms than those given to Streeterville Capital, the Investor will automatically receive those same terms retroactively.

Important Shareholder and Price-Sensitive Considerations

• Dilution Risk: The conversion feature at a discount to market price could result in significant dilution for existing shareholders if Streeterville Capital elects to convert the note into common shares, especially if the stock price declines.
• Potential Downward Pressure: The structure allows the Investor to convert at a discount and sell shares into the market, which can place downward pressure on the stock price, particularly if conversion occurs during periods of weakness.
• Event of Default Provisions: Failure to cure defaults or meet registration requirements could accelerate repayment and trigger higher interest rates, putting further financial pressure on the Company.
• Stockholder Approval: Issuance of the Initial Note, any Additional Notes, and any conversion shares above the 19.99% cap (as per Nasdaq Listing Rule 5635(d)) are subject to stockholder approval.
• Financing Fees: Maxim Group LLC acted as placement agent and is entitled to a cash fee of 5.75% of gross proceeds and reimbursement of certain fees and expenses. If “tail financing” occurs with Maxim-introduced investors within 12 months, the same fee applies.
• Registration and Trading: The Company is required to maintain Nasdaq listing and timely SEC filings as a condition of the agreement.

Signatures and Execution

The agreements were signed by David Boulette, Chief Executive Officer of Eva Live Inc., and John Fife, President of Streeterville Capital, LLC.

Placement agent Maxim Group LLC’s involvement was confirmed by the signature of its Co-Head of Investment Banking, Ritesh Veera.

Investor Takeaways

• This financing provides Eva Live Inc. with substantial capital but exposes shareholders to possible dilution and price volatility.
• The conversion price mechanism and the trigger/default provisions are highly relevant for current and prospective investors.
• Any major changes in the Company’s share price, registration status, or failure to comply with the terms of the agreement could have significant, rapid impacts on shareholder value.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. Investors are urged to conduct their own due diligence or consult with a financial advisor before making investment decisions. The information herein is based on a review and interpretation of company filings and may not include all material details. The Company’s share price may be subject to volatility and risk as a result of the announcements described above.

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