The massive potential dilution (150M shares vs. current float) creates a severe overhang that will pressure the stock. Monitor the Schedule 14C filing and the 20-day waiting period for the Year 1 Series A issuance — once issued, the 200K Series A shares (convertible to 30M common shares) will be immediately convertible. The $5M severance clause also creates a large cash liability. Avoid long positions until the dilution path is clearer.
Price Chart
Executive Summary
Eva Live Inc. entered into a new 5-year employment agreement with CEO David Boulette, replacing his prior agreement. The deal includes an $800,000 base salary with 10% annual escalators, a $5 million severance clause, and a massive equity award of up to 1,000,000 shares of Series A Convertible Preferred Stock, convertible into 150,000,000 common shares — over 200% dilution at the current $69M market cap. The filing also establishes the Certificate of Designation for the Series A Preferred Stock, which carries no voting rights and a nominal $0.0001 liquidation preference, making the equity grant a pure dilution mechanism tied to aggressive revenue milestones.
Key Facts
- CEO David Boulette entered a new 5-year employment agreement with an $800,000 base salary, escalating 10% annually to $1,171,280 by Year 5.
- The agreement provides a $5,000,000 lump-sum severance payment upon termination without Cause or for Good Reason.
- Boulette is eligible for up to 1,000,000 shares of Series A Convertible Preferred Stock, each convertible into 150 common shares, totaling up to 150,000,000 common shares.
- The Year 1 milestone (200,000 Series A shares) is deemed earned upon the Nasdaq uplisting on January 28, 2026, and issuance is pending stockholder approval and regulatory filings.
- The full award represents potential dilution of ~150M common shares against a $69M market cap — an extraordinary overhang.
- Year 2 milestone requires a $5M+ acquisition or commercial product launch plus $15M in annual sales; Years 3-5 require 30% YoY sales growth.
- The Series A Preferred Stock has a $0.0001 stated value, no voting rights, and no mandatory dividends — it is purely a conversion vehicle.
- Stockholder approval for the equity awards has been obtained by written consent; issuance is subject to Schedule 14C filing and 20-day waiting period.
Financial Impact
Potential dilution of up to 150,000,000 common shares from full conversion of Series A Preferred Stock, against a current market cap of ~$69M. The $5M severance liability is ~7% of market cap. Base salary alone costs $800K escalating to $1.17M annually.
Risk Factors
- Extraordinary dilution risk: up to 150M common shares from Series A conversion against a ~$69M market cap.
- Cash compensation burden: $800K base salary escalating to $1.17M, plus $5M severance liability.
- Aggressive performance milestones: $15M annual sales for Year 2 and 30% YoY growth for Years 3-5 may be unattainable, but the Year 1 tranche is already earned.
- No voting rights or dividends on Series A Preferred — the CEO gets pure dilution leverage with no economic risk.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 7 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (GOAI) — Batch item 1 | 0001493152-26-039499 |
| Exhibit: ex3-1.htm | 0001493152-26-039499 |
| Document: form8-k.htm | 0001493152-26-039499 |
| Document: 0001493152-26-039499-index-headers.html | 0001493152-26-039499 |
| Document: 0001493152-26-039499-index.html | 0001493152-26-039499 |
| Document: 0001493152-26-039499.txt | 0001493152-26-039499 |
| 8-K Filing (GOAI) — Batch item 7 | 0001493152-26-039499 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 26, 2026 today | 8-K | — | awaiting T+20 | — | — |
Oct 23, 2026 3d ago | EFFECT | $1.36 | awaiting T+20 | — | $1.01 (+25.55%) |
Oct 19, 2026 7d ago | 8-K | $1.44 | awaiting T+20 | — | $1.01 (+29.69%) |
Oct 19, 2026 7d ago | 424B5 | $1.44 | awaiting T+20 | — | $1.01 (+29.69%) |
Oct 16, 2026 10d ago | S-3 | $1.50 | awaiting T+20 | — | $1.01 (−32.50%) |
Oct 7, 2026 18d ago | 8-K | $1.73 | awaiting T+20 | — | $1.01 (+41.47%) |
Sep 29, 2026 27d ago | Press Release | $1.88 | awaiting T+20 | — | $1.01 (−46.14%) |
Aug 20, 2026 9w ago | 8-K | $2.23 $1.75 | ▲ +21.52% | ▲ +21.00% | $1.01 (+54.60%) |
Aug 11, 2026 10w ago | 8-K | $1.68 $2.93 | ▲ +74.40% | ▲ +76.30% | $1.01 (−39.73%) |
Jul 20, 2026 14w ago | Press Release | $2.36 $1.69 | ▼ −28.39% | ▼ −32.51% | $1.01 (−57.10%) |
US Market Status
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