Eva Live Inc. 2025 Annual Report: Critical Updates for Investors

Ticker: GOAI
Exchange: Nasdaq Stock Market LLC
Company Address: 1800 Century Park East, Suite 600, Los Angeles, CA 90067

Key Highlights from the 2025 Annual Report

• Reverse Stock Split Executed: On February 4, 2025, Eva Live Inc. implemented a 1-for-4 reverse stock split, effective on OTC Markets from February 11, 2025. The trading symbol remained “GOAI”, but the CUSIP changed to 298892209. All share and per-share figures in the report reflect the split. This action can reduce share count, potentially affecting liquidity and investor perception.
• Public Float: As of June 30, 2025, the aggregate market value of voting and non-voting common equity held by non-affiliates was approximately \$51,059,288 based on a closing price of \$4.24 per share.
• Shares Outstanding: As of March 16, 2026, there were 31,342 shares of common stock (\$0.0001 par value) outstanding. The company is authorized to issue up to 300,000,000 shares.
• Reverse Capitalization: The company completed a reverse capitalization transaction with EvaMedia, treating EvaMedia as the accounting acquirer and Eva Live Inc. as the legal acquirer. This restructuring impacts how financials are presented, as EvaMedia’s historical statements are used for the combined entity.
• Convertible Debt and Financing Activities:
  • The company has entered several convertible note agreements, many with 1800 Diagonal Lending LLC and other parties, totaling hundreds of thousands of dollars in principal.
  • These notes are only convertible upon an event of default, at a conversion price of 65% of the lowest trading price in the ten days before conversion, implying a significant 35% discount to market. This could result in substantial dilution if defaults occur and conversions are triggered.
  • A large secured convertible note was issued to Streeterville Capital, LLC on February 23, 2026, for \$7,560,000 (gross proceeds \$7,000,000 after an 8% OID), with the right for the investor to purchase up to \$4,320,000 more notes within 24 months. This is highly material and could significantly impact share structure and financial flexibility.
  • Strict conversion and reserve requirements are in place; failure to maintain sufficient share reserves constitutes an event of default, triggering conversion rights and penalties (\$2,000 per day for late share delivery).
  • Several notes contain beneficial ownership limits (4.99%) to prevent any holder from becoming a large shareholder via conversion.
• Emerging Growth & Small Reporting Company: Eva Live Inc. is classified as a smaller reporting company and an emerging growth company, which allows for reduced disclosure requirements and extended compliance timelines for new accounting standards.
• Recent Developments:
  • The SEC order on BF Borgers CPA in May 2024 led to a reevaluation of significant transactions as reverse capitalization, not reverse acquisitions, aligning accounting with SEC guidance for shell company mergers.
  • No balance remains due on some notes, but others remain outstanding, with total principal amounts disclosed in the report.
• Business Model & Strategy:
  • Eva Live Inc. operates at the intersection of digital marketing and media monetization, using its proprietary Eva Platform to buy and resell advertising inventory, develop digital assets, and provide campaign optimization.
  • The company can operate as a principal (buying and reselling media) or as an agent (negotiating on behalf of clients for a platform fee).
  • Growth strategies include AI integration (completed initial phase in 2025), expanding data offerings, ramping up paid customer acquisition, enhancing proprietary technology, targeting larger contracts, and pursuing acquisitions and strategic partnerships.
• Financial Reporting & Compliance:
  • The company is current in its SEC filings, has posted required Interactive Data files, and has not had any restatements or error corrections in its financials as of the report date.
  • Eva Live is not a shell company as of the report date, and no auditor attestation is required under Section 404(b) of Sarbanes-Oxley (due to its smaller reporting company status).
• Forward-Looking Statements & Risk Factors:
  • The report emphasizes that forward-looking statements are subject to significant risks and uncertainties, including market growth, competition, IP protection, ability to raise additional capital, and government regulation.
  • Investors are cautioned that actual results may differ materially from projections due to these factors.

Potentially Price-Sensitive Issues for Shareholders

• Reverse Stock Split: This action could affect liquidity, market perception, and eligibility for continued listing. Investors should assess the impact on share value and potential volatility.
• Substantial Convertible Debt: The company has significant convertible debt outstanding, much of which is convertible at a steep 35% discount to market price upon default. This presents a risk of dilution and downward pressure on share price if financial or operational difficulties trigger conversion events.
• Large Private Placement: The recent \$7.56 million secured convertible note and up to \$4.32 million in additional notes with Streeterville Capital, LLC are highly material. The scale of this financing, conversion terms, and security interests should be closely monitored by investors for dilution risk and impact on the company’s capital structure.
• Ongoing Need for Capital: The company’s business plan and risk disclosures highlight a continued need for additional financing, which may result in further share issuance or indebtedness.
• Reverse Capitalization and Accounting Treatment: The company’s restructuring, resulting in EvaMedia being treated as the accounting acquirer, impacts the presentation and comparability of financial statements. Investors should understand the implications for reported historical results.
• Strict Event of Default Penalties: Penalties for failure to deliver shares and reserve requirements on notes are severe (\$2,000 daily penalties), adding operational and financial risk.
• Business Model Scalability & AI Integration: The company’s future prospects hinge on scaling its proprietary AdTech platforms, AI capabilities, and acquiring new customers. Success in these areas could drive growth, while failure could impact competitiveness.

Conclusion

Eva Live Inc.’s 2025 Annual Report reveals several critical developments that are highly relevant to shareholders and could materially impact the company’s share price. The reverse stock split, substantial outstanding convertible debt (with steep discounts upon default), and a major new secured convertible note financing introduce both opportunities and significant risks. Investors should closely monitor the company’s ability to avoid default on its convertible notes, maintain compliance with reserve and reporting requirements, and execute its growth strategies in a highly competitive AdTech landscape. Any adverse developments in these areas could trigger significant dilution and downward pressure on the stock, while successful execution could enhance shareholder value.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or an offer to buy or sell any securities. Investors should review the full official filings and consult with a qualified financial advisor prior to making investment decisions. The author has used reasonable efforts to present accurate information but does not guarantee its completeness or accuracy as of any given date.

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