Eva Live Inc美股招股说明书(2026-03-30版)

Up to 8,381,375 Shares of Common Stock Eva Live Inc. We are offering up to 8,381,375 shares of our Common Stock, par value $0.0001 per share, pursuant to this prospectus supplement, theaccompanying base prospectus, the securities purchase agreement between the Company and an investor who is a party thereto, andthe Initial Note, as defined below, issued by us in accordance with the securities purchase agreement. On February 23, 2026, we entered into a securities purchase agreement (the “Purchase Agreement”) with Streeterville Capital, LLC, anaccredited investor (the “Investor”). Pursuant to the Purchase Agreement, we agreed to sell, and the Investor agreed to purchase asecured convertible note of the Company, in the aggregate original principal amount of $7,560,000 (the “Initial Note”), which isconvertible into common stock of the Company. Following satisfaction of certain conditions, the Company issued the Initial Note forgross proceeds of $7,000,000. This offering relates to our shares of Common Stock issuable by us upon conversion of the Initial Note. The shares of Common Stock are being offered directly to the Investor without a placement agent or underwriter. We are not payingplacement agent fees or underwriting discounts in connection with the offering. Our Common Stock is traded on the Nasdaq Capital Market, or Nasdaq, under the symbol “GOAI.” On March 27, 2026, the lastreported sale price of our Common Stock was $3.62 per share. The Company is currently a “controlled company” within the meaning of the applicable rules of Nasdaq. David Boulette, our ChiefExecutive Officer and President, is the holder and beneficial owner of approximately 63.02% of the Company’s Common Stock as ofthe date of this prospectus and therefore controls a majority of the voting power of the Company’s outstanding Common Stock;accordingly, he has the ability to determine all matters requiring approval by stockholders. As a result, we qualify for exemptions fromcertain corporate governance requirements. If the Company relies on these exemptions, which it does not intend to do, its stockholderswill not have the same protections afforded to stockholders of companies that are subject to such requirements. Under these rules, acompany of which more than 50% of the voting power for the election of directors is held by an individual, group, or another companyis a “controlled company” and may elect not to comply with certain corporate governance requirements. See “Risk Factors —TheCompany is a “controlled company” within the meaning of the applicable rules of Nasdaq and, as a result, we qualify for exemptionsfrom certain corporate governance requirements. If the Company relies on these exemptions, its stockholders will not have the sameprotections afforded to stockholders of companies that are subject to such requirements.” We are an emerging growth company and a smaller reporting company under Rule 405 of the Securities Act and, as such, have electedto comply with certain reduced public company reporting requirements for this prospectus supplement, the accompanying baseprospectus, and the documents incorporated by reference herein and therein and future filings. INVESTINGIN OUR SECURITIES INVOLVES A VERY HIGH DEGREE OF RISK.YOU SHOULD REVIEWCAREFULLY THE RISKS DESCRIBED IN “RISK FACTORS” BEGINNING ON PAGE S-5OF THIS PROSPECTUSSUPPLEMENT AND INFORMATION INCLUDED AND INCORPORATED BY REFERENCE, INCLUDING, BUT NOTLIMITED TO, THE RISK FACTORS SPECIFIED IN OUR MOST RECENT ANNUAL REPORT ON FORM 10-K,BEFORE INVESTING IN OUR SECURITIES. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The date of this prospectus supplement is March 30, 2026 TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-1CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS SUMMARYS-2SUMMARYS-3THE OFFERINGS-4RISK FACTORSS-5USE OF PROCEEDSS-7DIVIDEND POLICYS-8CAPITALIZATIONS-9DILUTIONS-10DESCRIPTION OF SECURITIES WE ARE OFFERINGS-11PLAN OF DISTRIBUTIONS-12LEGAL MATTERSS-13EXPERTSS-13DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIESS-13WHERE YOU CAN FIND MORE INFORMATIONS-13INCORPORATION BY REFERENCES-14 Prospectus PageABOUT THIS PROSPECTUS1FORWARD-LOOKING STATEMENTS1OUR COMPANY2RISK FACTORS5USE OF PROCEEDS5DESCRIPTION OF COMMON STOCK6DESCRIPTION OF PREFERRED STOCK7DESCRIPTION OF DEPOSITARY SHARES8DESCRIPTION OF WARRANTS11DESCRIPTION OF RIGHTS12DESCRIPTION OF UNITS12PLAN OF DISTRIBUTION13LEGAL MATTERS14EXPERTS14WHERE TO FIND ADDITIONAL INFORMATION14INCORPORATION OF CERTAIN INFORMATION BY REFERENCE15 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying base prospectus relate to this offering of shares of our Common Stock. Beforepurchasing any shares of our Common Stock o