{"url_path":"/sec/goai/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 **","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1983736/0001493152-26-023770-index.html","accession_number":"0001493152-26-023770","cik":"0001983736","ticker":"GOAI","issuer_name":"Eva Live Inc","edgar_url":"https://www.sec.gov/Archives/edgar/data/1983736/0001493152-26-023770-index.html","primary_entity_key":"0001983736","primary_entity_name":"Eva Live Inc"},"word_count":640,"has_tables":true,"body_markdown":"**Item 2.**\n**Unregistered Sales of Equity Securities and Use\nof Proceeds.**\n\n \n\nThe following securities were issued in reliance on an exemption from registration\nunder Section 4(a)(2) of the Securities Act of 1933, as amended, during the three months ended March 31, 2026:\n\n \n\nOn\nJanuary 1, 2026, 300,000 shares of restricted common stock were issued to Global Alliance Consulting Group as additional consideration\nunder a Business Consulting Agreement, valued at $2,250,000 (300,000 shares × $7.500 closing price on December 31, 2025, the last\ntrading day prior to the grant date). The award is recognized as stock-based compensation on a straight-line basis over the 36-month\nrequisite service period. The unrecognized portion at March 31, 2026, of $2,062,500 is presented as common stock payable (a contra-equity\ncaption). The securities were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933,\nas amended.\n\n \n\nOn\nFebruary 5, 2026, 500,000 shares were issued to Hottest Media LLC, a related party, in settlement of accounts payable of $1,240,000.\nThe shares were valued at a fair value of $1,550,000 (500,000 shares × $3.10 closing market price on February 5, 2026), resulting\nin a loss on extinguishment of debt of $310,000.\n\n \n\nOn\nFebruary 17, 2026, 4,000,000 shares were issued to David Boulette, the Company’s Chief Executive Officer, upon his exercise of\nthe first vesting tranche of his 20,000,000 stock options at the contractual exercise price of $0.10 per share. The aggregate $400,000\nexercise price was satisfied not in cash but through offset against accrued but unpaid CEO compensation of equal amount.\n\n \n\nOn\nvarious conversion dates between January 28, 2026, and January 30, 2026, an aggregate of 143,104 shares to 1800 Diagonal Lending LLC\n(99,307 shares) and Boot Capital LLC (43,797 shares) in settlement of five Diagonal and Boot Notes converted at $3.2565 per share, valued\nat $466,021 in aggregate. See Note 9 – Debt Financing.\n\n \n\nOn\nMarch 23, 2026, 250,000 shares were issued to Maxim Group LLC in settlement of advisory services rendered under the Letter of Engagement\ndated June 12, 2024, valued at $1,007,500 (250,000 shares × $4.03 closing price on March 23, 2026). The original Stock Fee of 1,750,000\nshares contemplated in the Letter of Engagement was waived by mutual agreement of the parties when the Company elected to pursue debt\nrather than equity financing, and the renegotiated 250,000-share award was issued in lieu thereof. See “CEO Stock Option Grant”\nand “Maxim Group Advisory Award” below.\n\n \n\n*Securities\nPurchase Agreement*\n\n \n\nOn\nFebruary 23, 2026, we entered into a securities purchase agreement with Streeterville Capital, LLC. Pursuant to the purchase agreement,\nthe Company agreed to sell, and the investor agreed to purchase, a senior secured convertible note of the Company, in the aggregate original\nprincipal amount of $7,560,000 (the “Initial Note”), which is convertible into common stock of the Company. On closing, the\nCompany issued the Initial Note and received gross proceeds of $7,000,000. The securities were issued in reliance on an exemption from\nregistration under Section 4(a)(2) of the Securities Act of 1933, as amended. Pursuant to the Purchase Agreement, the Investor shall\nalso have the right, for a period of 24 months after the Closing, to purchase up to $4,320,000.00 of principal amount of additional notes\n(the “Additional Notes”) in one or more tranches. The Initial Note is convertible at the option of the investor into common\nshares of the Company at a conversion rate equal to the Outstanding Balance, as defined in the Initial Note, being converted divided\nby the Conversion Price, as defined in the Initial Note. The Conversion Price is equal to 87% of the lowest daily VWAP for the ten (10)\nTrading Day period immediately preceding the applicable measurement date; *provided, however*, that in no event will the Conversion\nPrice be lower than the Floor Price, as defined in the Initial Note, which is $0.90.\n\n \n\n12"}