Eva Live Inc. filed a Form 8-K on October 26, 2026, disclosing that noteholder Streeterville Capital, LLC sent a notice on October 20, 2026 asserting a Major Trigger Event under two secured convertible promissory notes and applying a 10% increase to the outstanding balances of both notes, which Eva Live disputes.

Key Highlights

  • Two notes at issue: A February 23, 2026 note with an original principal of $7,560,000.00 and a July 23, 2026 note with an original principal of $2,160,000.00, both issued to Streeterville Capital, LLC.
  • Trigger assertion: Streeterville asserts a Major Trigger Event occurred under Section 4.1(h) of each note as of October 2, 2026, tied to the company's securities purchase agreement with Dune Equity Holdings LLC.
  • 10% balance increase: Streeterville elected to apply the Trigger Effect under Section 4.2, which the company estimates would raise the aggregate outstanding balance by approximately $741,786, from approximately $7,417,857 to approximately $8,159,643.
  • Per-note estimates: The company estimates an increase of approximately $522,302 for the February Note and approximately $219,483 for the July Note; Streeterville has not confirmed these amounts.
  • Company disputes the notice: Eva Live disputes whether the Dune Transaction constitutes a Restricted Issuance, whether a Trigger Event occurred, and whether the Trigger Effect was validly applied.
  • No event of default declared: As of the filing date, Streeterville has not delivered a demand to cure under Section 4.3 or declared an Event of Default.
  • Filing is not an admission: According to the filing, it "does not admit any default, Trigger Event, liability or obligation under the Notes, the Purchase Agreements or any other Transaction Document."

Eva Live and Streeterville Capital Dispute Over Dune Transaction and Note Obligations

According to the Form 8-K filed with the SEC on October 26, 2026, Eva Live Inc. (NASDAQ:GOAI) received a letter on October 20, 2026 from Streeterville Capital, LLC asserting that the company's October 2, 2026 securities purchase agreement with Dune Equity Holdings LLC constituted a "Restricted Issuance" under the terms of two secured convertible promissory notes. Streeterville further asserted that it had not provided the prior written consent required by Section 4(v) of the relevant purchase agreements, and on that basis declared that a Major Trigger Event had occurred under Section 4.1(h) of each note.

The filing discloses that Streeterville elected to apply the Trigger Effect under Section 4.2 of the notes, which it says increased the outstanding balance of each note by ten percent (10%), effective as of October 2, 2026. The company's own estimates place the aggregate increase at approximately $741,786, bringing the combined outstanding balance from approximately $7,417,857 to approximately $8,159,643. The filing notes explicitly that "The Notice does not state the amount of the increase, and these amounts are the Company's estimates based on its records of the Outstanding Balances; Streeterville has not confirmed them." The filing also states that, aside from the balance increase, the payment, conversion, and other terms of the notes remain unchanged.

Eva Live stated in the filing that it disputes Streeterville's assertions in full, including whether the Dune Transaction qualifies as a Restricted Issuance, whether a Trigger Event occurred, and whether any balance increase was validly applied. The company indicated it is evaluating its options and "may engage with Streeterville about the matters raised in the Notice," while reserving all rights, remedies, claims, and defenses. The filing contains forward-looking statements, which the company identifies as subject to risks and uncertainties, including the risk that Streeterville seeks to enforce additional remedies and that the company does not succeed in contesting the asserted increase.

What Was Disclosed

Eva Live Inc. disclosed receiving a notice from Streeterville Capital, LLC asserting a Major Trigger Event and a 10% increase to the outstanding balances of two secured convertible promissory notes, which the company estimates at approximately $741,786 in aggregate. Eva Live disputes the notice and has not admitted any default or obligation.