Eva Live Inc. entered into a securities purchase agreement with Dune Equity Holdings LLC, issuing a secured promissory note with an aggregate principal amount of up to $1,875,000 (purchase price up to $1,575,000) in three tranches. The first tranche of $937,500 principal ($787,500 purchase price) closed immediately, with 75,000 commitment shares issued as additional consideration. The note carries a 12% interest charge, converts into common stock at $2.50 fixed price (or 65% of the 3 lowest trading prices in the prior 10 days post-default), and is secured by substantially all assets of the company and its subsidiary Eva Defense Inc. The company also granted a right of first refusal to Dune for 50% of any subsequent placements for 18 months and is restricted from variable-rate transactions. The financing is highly dilutive and structured with onerous terms, including a 150% default acceleration, a 110% prepayment penalty in the first 180 days, and a beneficial ownership limitation of 4.99%.
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Executive Summary
Eva Live Inc. entered into a securities purchase agreement with Dune Equity Holdings LLC, issuing a secured promissory note with an aggregate principal amount of up to $1,875,000 (purchase price up to $1,575,000) in three tranches. The first tranche of $937,500 principal ($787,500 purchase price) closed immediately, with 75,000 commitment shares issued as additional consideration. The note carries a 12% interest charge, converts into common stock at $2.50 fixed price (or 65% of the 3 lowest trading prices in the prior 10 days post-default), and is secured by substantially all assets of the company and its subsidiary Eva Defense Inc. The company also granted a right of first refusal to Dune for 50% of any subsequent placements for 18 months and is restricted from variable-rate transactions. The financing is highly dilutive and structured with onerous terms, including a 150% default acceleration, a 110% prepayment penalty in the first 180 days, and a beneficial ownership limitation of 4.99%.
Key Facts
- Aggregate principal amount of up to $1,875,000 on a secured promissory note issued to Dune Equity Holdings LLC, with a purchase price of up to $1,575,000 (original issue discount of $300,000.
- First tranche of $937,500 principal ($787,500 purchase price) funded immediately on October 2, 2026, with 75,000 closing commitment shares issued.
- Conversion price fixed at $2.50 per share, dropping to the lower of $2.50 or 65% of the 3 lowest closing prices in the prior 10 trading days upon an event of default or missed amortization payment.
- Note is secured by substantially all assets of Eva Live Inc. and its subsidiary Eva Defense Inc., ranking junior only to Streeterville Capital LLC's existing senior secured debt.
- Company granted Dune a right of first refusal on 50% of any subsequent equity or debt placement for 18 months, and is prohibited from entering variable-rate transactions during that period.
- Prepayment allowed at 110% of the prepayable portion within the first 180 days per tranche, with a one-time right per tranche.
- Upon an event of default, the outstanding principal plus accrued interest accelerates at 150% of the amount due.
- Company must seek shareholder approval within 90 days to issue shares above the exchange cap of 7,994,828 shares.
- As of October 2, 2026, the company had 39,994,140 shares of common stock outstanding.
- Existing senior secured debt to Streeterville Capital LLC totals $7,560,000 from February 2026 and $2,160,000 from July 2026.
Financial Impact
Up to $1,875,000 principal with $300,000 OID, 12% interest charge, and 75,000 commitment shares (potentially up to 150,000 make-whole shares if legend removal price below $2.86).
Investment Themes
Documents Analyzed
This report is based on 3 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001493152-26-046205 |
| Exhibit: ex10-2.htm | 0001493152-26-046205 |
| Exhibit: ex4-1.htm | 0001493152-26-046205 |
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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