Key Highlights

  • Eva Live filed amended articles and bylaws on September 23, 2026 ending its classified board, so directors face annual election.
  • The articles adopt Nevada's control share Acquisition statute and its Business combination statute, which restrict certain Takeover transactions.
  • A certificate of designation authorizes 1,000,000 shares of Series A Convertible Preferred Stock, with a Liquidation preference.
  • The company issued 200,000 Series A shares to CEO David Boulette under his employment agreement and moved to Las Vegas.

Eva Live Inc (NASDAQ:GOAI) has rewritten its corporate governing documents, ending its classified board, electing two Nevada takeover-related statutes and creating a new class of preferred stock, a series of which it has already issued to Chief Executive Officer David Boulette. The company also moved its headquarters to Las Vegas.

The changes were reported in a Form 8-K filed September 29, 2026 covering Items 5.02, 5.03 and 8.01. The company's stock trades on Nasdaq as GOAI.

Amended Articles and Bylaws

The Amended and Restated Articles of Incorporation were filed September 23, 2026, and Amended and Restated Bylaws took effect the same day. Under the articles, all directors will be subject to annual election, ending staggered terms, on a board that may have from one to thirteen directors. A director may be removed only for cause and only by the affirmative vote of 66.67% of the outstanding shares. The filing defines cause as a felony conviction, a court declaration of unsound mind, gross dereliction of duty or an act involving moral turpitude that is materially injurious to the company.

The articles also adopt the Nevada control share acquisition statute, NRS 78.378 to 78.3793, which restricts the voting rights of shares acquired in a control share acquisition unless stockholders approve, and the Nevada business combination statute, NRS 78.411 to 78.444, which restricts business combinations with interested stockholders of 10% or more absent board pre-approval or disinterested majority consent.

Other changes include expanded exculpation of directors and officers to the fullest extent Nevada law permits, mandatory advancement of expenses upon an undertaking to repay, and an exclusive forum clause naming state or federal courts in Washoe County, Nevada for derivative actions and internal affairs claims, which excludes Securities Act and Exchange Act claims. The board alone holds the power to make, amend or repeal bylaws. Under the bylaws, special meetings can be called only by the board, the Chairman or the CEO, and not by stockholders, and there are advance notice requirements for nominations, including compliance with Rule 14a-19.

Series a Convertible Preferred

A Certificate of Designation filed September 23, 2026 authorizes 1,000,000 shares of Series A Convertible Preferred Stock with a stated value of $0.0001 per share. Holders receive a liquidation preference equal to the stated value ahead of common stockholders, and customary anti-dilution adjustments apply.

The CEO Issuance

Under Item 5.02, the filing says Mr. Boulette entered into an Executive Employment Agreement dated August 17, 2026, previously disclosed on August 20, 2026. Under that agreement, the company issued him 200,000 shares of Series A Convertible Preferred Stock on September 25, 2026.

Under Item 8.01 the company reports that in September 2026 it moved its headquarters to 8488 Rozita Lee Ave, Building 3, Las Vegas, Nevada 89113. Its telephone number, (310) 229-5981, is unchanged.

The exhibits are the articles (3.1), the certificate of designation (3.2) and the bylaws (3.3). Mr. Boulette, who is also President, signed the report on September 29, 2026.

Eva Live's New Governance Terms to Check in the Exhibits

The full text of the three governing documents is in the exhibits, which are the place to check how the Series A preferred converts and votes. The 8-K sets no dates for those steps.