Eva Live Inc (GOAI) · Oct 7, 2026 · New debt
$937.5K secured note — $747.5K net cash against $937.5K principal; 12% interest plus equity sweetener
Eva Live’s new financing provides $747.5K of net cash, but the 12% secured convertible note adds costly repayment obligations, dilution and tighter lender control.
Eva Live is trying to fund a transition from digital advertising into AI and defense technology, including Eva Defense’s twelve-month jam-resistant drone development program, while its existing advertising business is carrying a sharp cost and loss burden. The June 2026 quarter showed $8.1 million of first-half revenue but a $10.3 million first-half net loss, and the company already had senior secured financing outstanding.
The financing solves an immediate liquidity need, but at an expensive price. Dune funded only the first tranche: $787,500 of stated purchase price, reduced by $40,000 of legal fees to $747,500 of net cash, against $937,500 of principal. The structure therefore gives Eva Live less cash than the debt it must repay, before the 12% interest charge and amortization payments.
| Item | Terms | Why it matters |
|---|---|---|
| First-tranche principal | $937,500 | Debt issued immediately (Purchase Agreement) |
| Net cash received | $747,500 | Actual liquidity after legal-fee withholding (Purchase Agreement) |
| First-tranche OID | $150,000 | Principal exceeds purchase price (Purchase Agreement) |
| Interest charge | 12% one-time | Raises the repayment burden (Note terms) |
| Commitment shares | 75,000 shares | Immediate equity sweetener and dilution (Purchase Agreement) |
| Additional tranches | $937,500 principal, not funded | Dune controls whether more capital arrives (Purchase Agreement) |
The key change is not just more debt; it is stronger creditor control. The note is secured by essentially all company and subsidiary assets, including accounts, intellectual property, contract rights and subsidiary equity, although Dune remains junior to Streeterville’s existing senior secured debt. 〔0〕 The agreement also restricts new financings, asset sales, business changes and dividends, while allowing Dune to claim up to 50% of cash proceeds from other sources and participate in up to 50% of subsequent placements.
The equity risk is manageable at the initial tranche but can expand sharply if the company struggles. Dune can convert at $2.50 per share under normal conditions, but after a missed amortization payment or other default the conversion price becomes 65% of a low-price market formula. The company also issued 75,000 commitment shares and must seek shareholder approval for issuance beyond the 7,994,828-share exchange cap.
The additional capital is optional, not committed. Dune has sole discretion to fund the second and third tranches, so the headline facility is up to $1.875 million of principal, but only $937,500 has actually been funded. 〔1〕 That limits the immediate liquidity benefit while leaving Eva Live exposed to the same financing pressure that led to this deal.
Bottom line: This keeps Eva Live funded in the near term, but it does not strengthen the underlying business story. It adds expensive, heavily secured debt and a potentially punitive conversion mechanism to a company already financing an ambitious pivot while absorbing substantial losses.
Shareholder approval meeting by December 31, 2026
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