Eva Live Inc美股招股说明书(2026-04-14版)

Up to $100,000,000 Shares of Common Stock Eva Live Inc. We have entered into an Equity Distribution Agreement with Maxim Group LLC (“Maxim”) relating to the sale of ourcommon stock offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the EquityDistribution Agreement, we may offer and sell up to $100,000,000 of shares of our common stock, $0.0001 par value per share, fromtime to time through Maxim acting as agent. Sales of our common stock, if any, under this prospectus supplement and accompanying prospectus may be made in salesdeemed to be “at the market offerings” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, or theSecurities Act. Maxim is not required to sell any specific dollar amount of shares, but will use commercially reasonable efforts to sellon our behalf all of the shares of common stock requested to be sold by us, consistent with its normal trading and sales practices, onmutually agreed terms between Maxim and us. There is no arrangement for funds to be received in any escrow, trust or similararrangement. We provide more information about how the shares of common stock will be sold in the section entitled “Plan ofDistribution.” Maxim will be entitled to compensation at a fixed commission rate of 3% of the gross sales price per share sold. Inconnection with the sale of our common stock on our behalf, Maxim will be deemed to be an “underwriter” within the meaning of theSecurities Act, and the compensation of Maxim will be deemed to be underwriting commissions or discounts. We have also agreed toprovide indemnification and contribution to Maxim with respect to certain liabilities, including liabilities under the Securities Act. Our common stock is listed on The Nasdaq Capital Market under the symbol “GOAI.” The last reported sale price of ourcommon stock on The Nasdaq Capital Market on April 9, 2026, was $3.98 per share. The Company is currently a “controlled company” within the meaning of the applicable rules of Nasdaq. David Boulette, ourChief Executive Officer and President, is the holder and beneficial owner of approximately 63.02% of the Company’s Common Stockas of the 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 elected to comply with certain reduced public company reporting requirements for this prospectus supplement, the accompanyingbase prospectus, and the documents incorporated by reference herein and therein and future filings. Investing in the offered securities involves a high degree of risk. See “Risk Factors” beginning on page S-4of thisprospectus supplement and page 5 of the accompanying prospectus for a discussion of information that you should considerbefore investing in our securities and in the documents incorporated by reference in this prospectus supplement and theaccompanying prospectus that we file with the Securities and Exchange Commission. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. MAXIM GROUP LLC The date of this prospectus supplement is April 14, 2026 TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-1PROSPECTUS SUPPLEMENT SUMMARYS-2THE OFFERINGS-3RISK FACTORSS-4SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-6USE OF PROCEEDSS-7CAPITALIZATIONS-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 Page