S-1/A: Eva Live Inc. Launches Nasdaq Uplist Bid with $5M Offering

Sentiment:

Amendment to Registration Statement (S-1/A) for Public Offering 19 November 2025 11:21 PM

Eva Live Inc., an AI-driven digital marketing firm, is launching a public offering of 1.2 million units to fund growth and support its planned uplisting to the NASDAQ Capital Market.

Delay expectedThe effective date of the registration statement is delayed until a further amendment is filed or the U.S. Securities and Exchange Commission determines it effective.The company dismissed two independent registered public accounting firms (Michael Gillespie & Associates, PLLC on March 21, 2025, and Olayinka Oyebola & Co. on April 3, 2025) due to delays in audit commencement and changes in status, which could indicate delays in financial reporting readiness for the uplisting.

Capital raiseOffering 1,212,121 Units, each consisting of one share of common stock and one warrant, at a public offering price of $4.125 per Unit.Estimated net proceeds to the company from this offering are approximately $4,499,999 (or $5,197,498 if the over-allotment option is fully exercised).The company has granted a 45-day option to the underwriter to purchase up to an additional 181,818 shares of common stock and/or 181,818 additional warrants.The company expects to obtain additional funding through private equity or public markets to achieve its growth plan over the next 12-24 months.Secured several promissory notes in 2025: Diagonal Note I ($120,455 gross), Boot Note I ($113,455 gross), Diagonal Note II ($151,800 gross), Diagonal Note III ($240,120 gross), Boot Note II ($116,000 gross), and Diagonal Note IV ($155,760 gross).Secured a $500,000 term loan in June 2024, with an outstanding principal balance of $300,000 as of September 30, 2025.

Better than expectedNet income of $1,824,316 for the three months ended September 30, 2025, compared to a net loss of $4,951,202 for the same period in 2024.Net income of $6,445,111 for the nine months ended September 30, 2025, compared to a net loss of $5,114,854 for the same period in 2024.Revenue increased by 147.8% for the three months ended September 30, 2025, to $4,913,318 from $1,982,252 in the prior year.Revenue increased by 98.7% for the nine months ended September 30, 2025, to $12,733,550 from $6,407,818 in the prior year.Working capital surplus significantly increased to $7,996,828 as of September 30, 2025, from $1,560,391 as of December 31, 2024.General and administrative costs as a percentage of revenue dramatically decreased from 300.52% in Q3 2024 to 10.78% in Q3 2025.

Summary

Eva Live Inc. is offering 1,212,121 Units at $4.125 per Unit, each consisting of one share of common stock and one warrant to purchase one share of common stock.
The company intends to apply for listing of its common stock and warrants on the NASDAQ Capital Market under the symbols GOAI and GOAIW, respectively.
Net proceeds from this offering are estimated at approximately $4,499,999, or $5,197,498 if the underwriters exercise their over-allotment option in full.
Proceeds will be allocated to acquisitions ($2,500,000), research and development ($750,000), salaries and wages ($580,000), professional services ($420,000), and capital expenditures ($250,000).
The company operates an AI-based Eva Platform for digital marketing and media monetization, leveraging big data to optimize advertising campaigns and increase conversion rates.
Revenue for the three months ended September 30, 2025, was $4,913,318, a significant increase from $1,982,252 for the same period in 2024.
The company reported a net income of $1,824,316 for the three months ended September 30, 2025, reversing a net loss of $4,951,202 in the prior year period.
For the nine months ended September 30, 2025, revenue reached $12,733,550 (up from $6,407,818 in 2024) and net income was $6,445,111 (compared to a net loss of $5,114,854 in 2024).
Independent auditors have included an explanatory paragraph in their report, raising substantial doubt about the company's ability to continue as a going concern due to historical losses and the need for additional capital.
Customer concentration is high, with the top three customers accounting for 88% of the company's receivables as of September 30, 2025.
A 1-for-4 reverse stock split was effected on February 4, 2025, to meet national exchange listing requirements.
The company reevaluated its September 28, 2021, EvaMedia acquisition as a reverse capitalization, resulting in the elimination of $2,010,606 in goodwill as of December 31, 2024.

Sentiment

Score: 6

Explanation: While the company shows significant recent revenue growth and a shift to net income, the 'going concern' warning, high customer concentration, and historical accumulated deficit present substantial risks. The capital raise and NASDAQ uplisting efforts are positive strategic moves, but their success and the company's ability to sustain profitability remain uncertain.

Positives

Significant revenue growth: $4,913,318 for Q3 2025, a 147.8% increase from $1,982,252 in Q3 2024.
Shift to net income: $1,824,316 net income for Q3 2025, a substantial improvement from a net loss of $4,951,202 in Q3 2024.
Strong nine-month performance: Revenue of $12,733,550 and net income of $6,445,111 for the nine months ended September 30, 2025, reversing a $5,114,854 net loss in the prior year.
Improved working capital: Surplus of $7,996,828 as of September 30, 2025, up from $1,566,889 as of December 31, 2024.
Increased customer base: Grew from 6 customers as of December 31, 2024, to 11 customers as of September 30, 2025.
Strategic uplisting to NASDAQ: Intends to list common stock and warrants on NASDAQ, which could enhance liquidity and investor visibility.
AI-driven platform: Leverages Artificial Intelligence and big data for optimized advertising campaigns and increased conversion rates.
AdFlare acquisition: Subsidiary AdFlare delivers over 1 billion ad impressions/month and increases Google AdX over Google AdSense CPM by over 30%, with an average fill rate of 99.9% in the US market.
Reduced G&A expenses: General and administrative costs as a percentage of revenue decreased dramatically from 300.52% in Q3 2024 to 10.78% in Q3 2025, mainly due to lower stock-based compensation.

Negatives

Going concern doubt: Independent auditors have expressed substantial doubt about the company's ability to continue as a going concern due to historical losses and the need for additional capital.
High customer concentration: The top three customers represent 88% of receivables as of September 30, 2025, posing significant business, financial, and operational risks.
Limited operating history: The company has a limited track record of generating substantial revenues to offset operating costs and fund expansion.
Historical accumulated deficit: Accumulated deficit of $22,024,564 as of September 30, 2025, despite recent net income.
Negative cash flow from operations: Experienced negative cash flow from operations of $265,490 for the nine months ended September 30, 2025.
High Days Sales Outstanding (DSO): Approximately 90 days, reflecting longer collection cycles and affecting near-term liquidity.
Dilution risk: Investors in the offering will experience immediate and substantial dilution of $3.745 per share.
Lack of patents/trademarks: No patents or trademarks on proprietary technology, and no formal evaluations to confirm non-infringement of third-party intellectual property.
Significant control by management: Executive officers and directors, particularly David Boulette (60.70% voting power), exercise significant control, limiting other shareholders' influence.
Reliance on additional financing: Requires additional capital to achieve sustainable sales and fund growth plans, with no assurance of availability or acceptable terms.
Volatility of revenues and earnings: Business strategy may result in increased volatility due to reliance on a limited number of products and services.
Internal control deficiencies: Small company size and limited resources lead to inadequate segregation of duties and limited controls over information processing.

Risks

The company may need to obtain additional financing, which may not be available on acceptable terms.
There is a limited history of operations, providing no track record for assessing the company's ability to conduct successful commercial activities.
Non-GAAP financial metrics used by management may not provide the best measurement of operating performance and may not be comparable to similar metrics used by others in the industry.
The business strategy may result in increased volatility of revenues and earnings, leading to uncertainty of profitability.
Economic conditions and changes in the financial markets may adversely affect revenues and profitability.
A substantial portion of revenues is derived from a limited number of customers (top three represent 88% of receivables as of September 30, 2025), exposing the company to significant business, financial, and operational risks.
There is substantial doubt that the company can continue as a going concern.
The company may not be able to compete effectively against its competitors.
The business model may not be sufficient to ensure success in the intended market.
The company may not be able to develop its products and services promptly to comply with regulatory and legal changes.
The company depends on its intellectual property, and failure to protect it could adversely affect future growth and success, especially given the lack of patents or trademarks.
Officers, directors, and entities affiliated with the company significantly influence it (approximately 64.92% aggregate voting power).
The loss of key personnel or failure to attract and retain other highly qualified personnel in the future could harm the business.
Differing interpretations of established accounting policies or the accounting treatments of current transactions might necessitate revisions to previously stated operational results.
Management of growth will be necessary for the company to be competitive, placing strains on financial, management, and operational resources.
Marketing campaigns may be insufficient to attract enough customers to operate profitably due to limited capital.
There are challenges relating to implementing the business strategy, including competition from technologically advanced and more established companies.
The company depends substantially on customers signing paid contracts to use its services; any decline could adversely affect future operating results.
Future success will depend on the company's ability to implement technology correctly and on time, with possibilities for undetected errors, failures, or bugs.
The company may be unable to maintain successful relationships with strategic, indirect channel third parties (affiliates, distributors, resellers).
The company may be unable to respond to rapid technological change in its industry, which may increase costs and competition.
Some of the company's products and services are new and in early stages of commercialization, with high uncertainty and risk regarding demand and market acceptance.
Specific provisions of the Articles of Incorporation and Bylaws allow for the concentration of voting power in one individual (David Boulette, 60.70%), which may delay or frustrate the removal of incumbent directors or a takeover attempt.
Failure to establish and maintain an effective internal control system may lead to inaccurate financial reporting or fraud.
Investors in this offering will experience immediate and substantial dilution in net tangible book value ($3.745 per share).
Participation in this offering by certain directors and their affiliates would reduce the available public float for shares.
Management will have broad discretion over the use of proceeds from this offering and may not use the proceeds effectively.
Warrants are speculative in nature, and there is no established trading market for them.
Holders of the Warrants will have no rights as a common stockholder until they acquire common stock.
Provisions of the Warrants offered by this prospectus could discourage an acquisition of the company by a third party.
The company does not anticipate paying dividends on common stock, and investors may lose the entire amount of their investment.
The stock price may be volatile.
Future issuance of additional shares of common stock would reduce investors' percentage of ownership and dilute share value.
The company is subject to periodic reporting requirements of the Exchange Act, incurring audit and legal fees that will negatively affect its ability to earn a profit.
The ability to uplist common stock to a national exchange is contingent on meeting applicable initial listing criteria; failure could result in less liquid and more volatile trading on OTCQB.
If the application to uplist is approved, failure to meet the continued listing requirements of the national exchange could result in a delisting of common stock.

Future Outlook

The company expects to operate for at least the next 12 months using the net proceeds from this offering. It anticipates needing additional funding earlier than expected for new product development, sales, marketing, and promotional activities. Management plans to raise significant additional capital over the next 12-24 months, likely through private equity or public markets. The company will continue to invest in sales, marketing, product support, technology development, and enhancement of existing technology solutions. Capital expenditures are projected to increase to up to $250,000 over the next 12 months, primarily for software development, complementary software acquisition, and hardware. An additional $250,000 is estimated for sales and marketing ($100,000) and working capital ($150,000). The company's growth strategy includes completing AI integration, continuous innovation in AI and machine learning, expanding data offerings, increasing paid customers, enhancing its Eva Platform, securing larger deals globally, and growing its customer base through acquisitions and partnerships.

Management Comments

Our management believes that the Company's cash on hand may not be sufficient to meet its working capital and corporate development needs as they become due in the ordinary course of business over the next twelve (12) months following September 30, 2025.
Management expects to seek additional funding through private equity or public markets.
Management continues to prioritize accounts receivable collections and has instituted updated payment terms and follow-up procedures to reduce DSO in future quarters.
Management has considered various factors in evaluating the Company's sustainability and the ability to manage obligations due within a year, including general economic conditions, key industry metrics, operating results, capital expenditure, commitments, future obligations, and liquidity.
The Company plans capital infusions from new and existing investors, streamlines operating costs, and evaluates new business strategies to enhance cash flow from operations.

Industry Context

The company operates in the highly competitive and fragmented digital marketing and media monetization industry, specifically within the Demand-Side Platform (DSP) market. This market is experiencing substantial growth, with projections indicating a rise from $25.54 billion in 2023 to $114.51 billion by 2030 (CAGR of 23.9%) according to Fortune Business Insights, and similar growth rates from other research firms. Key drivers for this expansion include the increasing adoption of programmatic advertising, advancements in AI and machine learning, and the proliferation of digital advertising channels. Industry trends also show consolidation (e.g., Omnicom Group and Interpublic Group merger), expansion of services by major players (e.g., Taboola's Realize platform), and growing regulatory scrutiny, as evidenced by antitrust lawsuits against companies like Google. The company competes with established leaders such as The Trade Desk, Amazon Advertising, Google Display & Video 360, and Adobe Advertising Cloud.

Comparison to Industry Standards

The company's subsidiary, AdFlare, boasts a track record of delivering over 1 billion ad impressions a month and increasing Google AdX over Google AdSense CPM by over 30%, with an average fill rate of 99.9% in the US market, indicating strong performance metrics in header bidding compared to industry benchmarks.
The Eva Platform integrates with major ad service providers like Google, Microsoft, Taboola, Revcontent, Gemini, and Facebook, aligning with the broad integration capabilities expected of leading Demand-Side Platforms (DSPs) in the digital advertising ecosystem.
The company adheres to the Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less, Version 3.0, set by the Interactive Advertising Bureau (IAB) and the American Association of Advertising Agencies (4As), demonstrating compliance with established industry self-regulatory standards.
Case studies highlight specific campaign performance improvements, such as a +62.4% increase in high-quality web traffic for the Conservative Party of Canada, a reduction in cost per closed deal from $1,152 to $345 for Smart Money Capital, and a decrease in cost per qualified lead from $100 to $22 for LendingScience, which can be benchmarked against typical digital marketing campaign results.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Chief Financial Officer	David Boulette	Imran Firoz	September 22, 2025	Appointed as Interim Chief Financial Officer, replacing Mr. Boulette, leveraging his long-standing financial and accounting advisory role.
Independent Director	NA	Rizvan Jamal	May 27, 2025	Appointed as an independent member of the Board of Directors.
Independent Director	NA	Ali Shadman	June 2, 2025	Appointed as an independent member of the Board of Directors.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board Composition	The Board of Directors is currently composed of six members, four of whom are independent, aligning with Nasdaq listing requirements.	As of November 19, 2025	Strengthens independent oversight and moves towards meeting Nasdaq listing standards.
Committee Establishment	Concurrent with Nasdaq listing, the company will establish an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee.	Concurrent with Nasdaq listing	Enhances corporate governance structure, improves oversight, and is crucial for meeting Nasdaq listing requirements.
Audit Committee Composition	The Audit Committee will consist of Rizvan Jamal (Chair), Ali Shadman, and Phil Aspin, all satisfying Nasdaq independence requirements and Rule 10A-3. Rizvan Jamal qualifies as an audit committee financial expert.	Concurrent with Nasdaq listing	Ensures robust financial oversight and compliance with regulatory standards.
Compensation Committee Composition	The Compensation Committee will consist of Ali Shadman (Chair), Terry Fields, and Phil Aspin, all satisfying Nasdaq independence requirements.	Concurrent with Nasdaq listing	Provides independent oversight and guidance on executive and director compensation matters.
Nominating and Corporate Governance Committee Composition	The Nominating and Corporate Governance Committee will consist of Phil Aspin, Ali Shadman, and Rizvan Jamal (Chair), all satisfying Nasdaq independence requirements.	Concurrent with Nasdaq listing	Establishes a structured process for director selection and adherence to corporate governance principles.
Insider Trading Policy	The company has adopted an insider trading policy governing the purchase, sale, and other dispositions of its securities for officers, directors, and employees with access to material nonpublic information.	Not explicitly stated, but adopted	Aims to promote compliance with insider trading laws, rules, and regulations.
Stockholder Communications Policy	The company has not yet implemented a formal policy or procedure for direct stockholder communication with the board of directors but will monitor whether it would be appropriate to adopt such a process.	NA	Represents a potential area for improvement in transparency and direct stakeholder engagement.

Legal Proceedings

The company is not presently a party to any legal proceedings the resolution of which is believed to have a material adverse effect on its business, prospects, financial condition, liquidity, results of operation, cash flows, or capital levels.
Management is unaware of any actions, suits, investigations, or proceedings (public or private) pending or threatened against or affecting the assets or affiliates of the Company.

Related Party Transactions

Hottest Media LLC, in which David Boulette holds a 8.61% stake, acts as the company's sole agent for purchasing media traffic, spending $4,949,334 and $4,588,397 during the nine months ended September 30, 2025, and 2024, respectively.
The AdFlare acquisition on July 13, 2022, involved Phil Aspin, a co-founder of AdFlare and a current board member of the company, where 100% of AdFlare was acquired for 500,000 shares of restricted common stock valued at $1,500,000.
Payroll liabilities related to officers and related parties amounted to $4,217,047 as of September 30, 2025, and $2,126,562 as of December 31, 2024.
David Boulette's employment agreement, effective May 31, 2025, includes an annual base salary of $552,000, eligibility for a 5% performance bonus of net profits before taxes, and a grant of 20,000,000 stock options with cliff vesting on January 1, 2026.
Independent Director Agreements with Rizvan Jamal (May 27, 2025) and Ali Shadman (June 2, 2025) provide annual cash compensation of $50,000 each.

Stakeholder Impact

Shareholders: Potential for increased liquidity and visibility if the NASDAQ uplisting is successful, but new investors will experience immediate and substantial dilution ($3.745 per share). Existing shareholders' ownership will also be diluted. David Boulette's significant control (60.70% voting power) limits other shareholders' influence. No dividends are anticipated, making returns dependent on stock price appreciation, which carries volatility risk.
Employees: Future performance is highly dependent on retaining key personnel. Employment agreements for the CEO and Interim CFO are in place, and plans exist to hire skilled management and technical personnel for growth.
Customers: Benefit from the AI-driven Eva Platform for optimized digital marketing. However, high customer concentration means the loss or reduced spending from the top three customers could severely impact the company's financial health and ability to serve all clients.
Creditors: The 'going concern' warning raises concerns about the company's ability to meet debt obligations. Promissory notes include default clauses that could significantly increase repayment amounts (150% or 200% of outstanding principal and interest) and allow conversion into common stock at a discount.
Regulatory Bodies: The company is subject to SEC periodic reporting requirements and Nasdaq listing standards. The reevaluation of the EvaMedia acquisition as a reverse capitalization due to an SEC order highlights regulatory compliance considerations.

Next Steps

Complete the public offering of 1,212,121 Units.
Uplist common stock and warrants to the NASDAQ Capital Market under symbols GOAI and GOAIW.
Allocate net proceeds for acquisitions ($2.5M), R&D ($750K), salaries and wages ($580K), professional services ($420K), and capital expenditures ($250K).
Continue innovating in AI and machine learning technology to improve the Eva Platform.
Invest resources in growing data offerings from third-party providers and proprietary data.
Ramp up paid customers through digital and traditional marketing strategies.
Enhance and promote the core proprietary Eva Platform and Eva XML Platform.
Sign larger deals in the United States and globally for AdTech solutions.
Increase software development capabilities for disruptive and next-generation technologies.
Improve the share of current clients' advertising budgets and ad spends.
Grow customer base through accretive acquisitions, opportunistic investments, and beneficial partnerships.
Prioritize accounts receivable collections and reduce Days Sales Outstanding (DSO).
Reassess capabilities to hire additional staff for greater segregation of duties in internal controls.
Formalize performance-based bonuses and other incentive agreements for executives.
Monitor whether to adopt a formal policy for stockholder communications with the Board of Directors.

Key Dates

Date	Description
August 27, 2002	Company incorporated as International Pit Boss Gaming, Inc.
October 1, 2002	Merged with Pro Roads Systems, Inc., changing domicile to Nevada.
February 14, 2006	Name changed to Logo Industries Corporation.
November 18, 2008	Name changed to Malwin Ventures Inc.
November 2020	Completed development of the Eva XML Platform.
September 3, 2021	Issued 2,500 shares to a consultant valued at $29,990.
September 9, 2021	Completed a 1-for-150 reverse stock split, changed name to Eva Live Inc., changed trading symbol to GOAI, and executed an Acquisition Agreement resulting in a change of control.
September 10, 2021	FINRA announced the effectiveness of a change in the company's name from Malwin Ventures, Inc. to Eva Live, Inc. and a change in the company's ticker symbol from MLWN to GOAI.
September 28, 2021	Merged into EvaMedia Corp. (Acquisition Date), with David Boulette becoming CEO, director, and controlling shareholder.
October 2021	Issued 787,500 shares to a consultant for services valued at $6,250,000.
November 30, 2021	Issued 8,500 shares valued at $34,000.
February 2022	Issued 70,000 units for net proceeds of $280,000.
June 2022	Issued 40,000 units for net proceeds of $160,000.
July 13, 2022	Entered into a Share Exchange Agreement with AdFlare Limited, acquiring 100% of AdFlare.
July 2022	Issued 22,500 units for net proceeds of $90,000.
July 2022	Issued 5,700 shares to consultants for services valued at $68,400.
August 2022	Issued 19,700 units for net proceeds of $78,800.
August 2022	Issued 556 shares to consultants for services valued at $6,672.
December 31, 2022	Goodwill impairment analysis for AdFlare resulted in a $1,500,000 impairment.
November 16, 2023	Issued 1,750,000 shares for services to officers at $4.04 per share.
November 16, 2023	Issued 50,000 shares for services to directors at $4.04 per share.
December 2023	Issued 1,250 units for net proceeds of $10,000.
April 2024	Secured financing of a $200,000 convertible note from an investor.
May 2024	SEC's order on BF Borgers CPA led to the reevaluation of the EvaMedia transaction as a reverse capitalization.
May 2024	Secured financing of a $100,000 convertible note from an investor.
June 2024	Secured financing of a $500,000 term loan from an investor.
June 12, 2024	Entered into an Engagement Letter with Maxim Group LLC.
July 15, 2024	Issued 1,950,000 shares valued at $5,561,501 as share-based compensation to officers, directors, consultants, and financial advisors.
August 2024	Repaid $100,000 on the $500,000 term loan.
October 2024	Issued 30,000 shares to settle accounts payable valued at $156,000.
October 2024	Issued 60,598 shares to settle certain convertible notes valued at $315,104.
February 4, 2025	Effected a 1-for-4 reverse stock split.
February 10, 2025	FINRA announced the 1-for-4 reverse stock split.
February 11, 2025	Common stock began trading on a split-adjusted basis on OTC Markets.
January 2025	Repaid $100,000 on the $500,000 term loan.
March 12, 2025	Entered into a promissory note agreement with 1800 Diagonal Lending LLC (Diagonal Note I) for $120,455 gross value.
March 12, 2025	Entered into a promissory note agreement with Boot Capital LLC (Boot Note I) for $113,455 gross value.
March 21, 2025	Board of Directors approved the dismissal of Michael Gillespie & Associates, PLLC as independent registered public accounting firm and engaged Olayinka Oyebola & Co.
April 3, 2025	Board of Directors approved the dismissal of Olayinka Oyebola & Co. and engaged Lao Professionals (LAO) as independent registered public accounting firm.
May 27, 2025	Entered into an Independent Director Agreement with Mr. Rizvan Jamal.
May 28, 2025	Entered into a promissory note agreement with 1800 Diagonal Lending LLC (Diagonal Note II) for $151,800 gross value.
May 31, 2025	Entered into an Employment Agreement with David Boulette, CEO.
June 2, 2025	Entered into an Independent Director Agreement with Mr. Ali Shadman.
July 25, 2025	Entered into a Securities Purchase Agreement with 1800 Diagonal Lending LLC for a promissory note (Diagonal Note III) in the principal amount of $240,120.
July 25, 2025	Entered into a Securities Purchase Agreement with Boot Capital LLC for a promissory note (Boot Capital Note / Boot Note II) in the principal amount of $116,000.
September 5, 2025	Filed amended registration statement on Form S-1/A with the SEC.
September 22, 2025	Board of Directors appointed Mr. Imran Firoz as Interim Chief Financial Officer.
September 23, 2025	Entered into a Securities Purchase Agreement with 1800 Diagonal Lending LLC for a promissory note (Diagonal Note IV) in the principal amount of $155,760.
September 24, 2025	Filed amended registration statement on Form S-1/A with the SEC.
September 30, 2025	End of the latest reported financial period.
November 18, 2025	Last reported sale price for common stock on OTCQB was $4.00.
November 19, 2025	Filing date of the S-1/A amendment.
January 1, 2026	Cliff Vesting Date for David Boulette's stock options (20% of 20,000,000 shares).
January 30, 2026	First payment due for Diagonal Note III and Boot Note II.
March 30, 2026	First payment due for Diagonal Note IV.
May 30, 2026	Maturity date for Diagonal Note III and Boot Note II.
July 30, 2026	Maturity date for Diagonal Note IV.

Recommendation

hold

Eva Live Inc. presents a mixed bag for investors. The recent financial performance, particularly the shift to net income and substantial revenue growth in Q3 and the nine months ended September 30, 2025, is a strong positive indicator of operational improvement. The strategic move to uplist to NASDAQ and the focus on AI-driven digital marketing are also favorable for long-term growth and market visibility. However, the persistent 'going concern' warning from auditors, the high customer concentration (88% from top three customers), and the historical accumulated deficit of over $22 million highlight significant underlying risks and financial instability. The immediate dilution for new investors and the broad discretion management has over the use of proceeds also add elements of uncertainty. Given these conflicting signals, a 'hold' recommendation is appropriate. Investors should monitor the company's ability to sustain profitability, diversify its customer base, successfully complete the NASDAQ uplisting, and address the going concern issues. The stock carries substantial risk, but the recent operational turnaround warrants observation rather than an immediate sell, while the inherent risks prevent a strong buy.

Keywords

Digital Marketing, AI Advertising, Media Monetization, AdTech, Programmatic Advertising, Demand-Side Platform (DSP), Header Bidding, SEC Filing, S-1/A, NASDAQ Uplist, Public Offering, Eva Platform, Big Data, AdFlare

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