Eva Live Targets Nasdaq Uplisting with $4.125 Unit Offering

TL;DR

**GOAI's Nasdaq uplisting attempt is a high-stakes gamble, but extreme customer concentration makes this offering a risky bet for investors.**

AI Summary

Eva Live Inc. (GOAI) is offering 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. The company, which operates an AI-based digital marketing and media monetization platform, aims to list its common stock and warrants on the NASDAQ Capital Market under symbols "GOAI" and "GOAIW" respectively, moving from the OTCQB where its common stock last traded at $4.23 on September 4, 2025. The offering includes a 7.0% underwriting discount and warrants to the underwriter for 7.0% of Units sold, exercisable at 125% of the public offering price. Eva Live Inc. is highly dependent on a concentrated customer base, with its top three customers representing 88% of receivables as of March 31, 2025, up from 85% on December 31, 2024. This customer concentration poses a significant risk to revenue and financial health. The company completed a 1-for-4 reverse stock split on February 4, 2025, to meet listing requirements. Proceeds from the offering, potentially up to $5,750,000 if the over-allotment option is fully exercised, will be used to support its digital marketing and media monetization operations.

Why It Matters

This S-1/A filing signals Eva Live Inc.'s ambition to uplist from the OTCQB to the NASDAQ Capital Market, a move that could significantly enhance its visibility and liquidity for investors. However, the company's heavy reliance on a few key customers, with 88% of receivables from the top three as of March 31, 2025, presents a substantial concentration risk that could impact future revenue stability. In the highly competitive digital marketing space, where giants like Google and Meta dominate, Eva Live's AI-driven platform needs to demonstrate sustained growth and customer diversification to justify its valuation and attract broader institutional interest. Employees and customers might see increased stability and growth opportunities if the Nasdaq listing is successful, but the underlying business model's dependency remains a critical factor.

Risk Assessment

Risk Level: high — The risk level is high due to significant customer concentration, with the top three customers accounting for 88% of receivables as of March 31, 2025. This dependency means a reduction in spending from any of these customers could severely impact revenue and financial health. Additionally, the company's common stock was previously quoted on the OTCQB, and there is no assurance that its common stock or warrants will be approved for listing on Nasdaq, with the offering contingent on this approval.

Analyst Insight

Investors should exercise extreme caution and thoroughly evaluate the customer concentration risk before considering an investment in GOAI. While a Nasdaq uplisting could provide liquidity, the fundamental business risk from relying on a few clients is substantial. Await further financial disclosures demonstrating customer diversification and sustained profitability before committing capital.

Financial Highlights

debt To Equity

0.0

revenue

$0

operating Margin

0%

total Assets

$0

total Debt

$0

net Income

$0

eps

$0

gross Margin

0%

cash Position

$0

revenue Growth

+0%

Executive Compensation

Key Numbers

• $4.125 — Public Offering Price per Unit (Price at which each Unit (common stock + warrant) is offered)
• 1,212,121 — Number of Units Offered (Total Units available in the public offering)
• 7.0% — Underwriting Discount (Percentage of public offering price paid to the underwriter)
• 88% — Top 3 Customer Receivables (March 31, 2025) (Percentage of total receivables from the top three customers, indicating high concentration)
• 85% — Top 3 Customer Receivables (December 31, 2024) (Percentage of total receivables from the top three customers in the prior period)
• 1-for-4 — Reverse Stock Split Ratio (Ratio of common stock consolidation effected on February 4, 2025)
• $4.23 — Last Reported Sale Price (OTCQB) (Price of common stock on OTCQB on September 4, 2025, prior to the offering)
• $5,750,000 — Total Proceeds to Company (before expenses) (Estimated proceeds if over-allotment option is fully exercised)
• 7 — Number of Customers (March 31, 2025) (Total number of customers as of the latest reported quarter)
• 5 years — Warrant Expiration Term (Duration for which the warrants are exercisable from issuance date)

Key Players & Entities

• Eva Live Inc. (company) — Registrant and issuer of securities
• GOAI (company) — Ticker symbol for Eva Live Inc.
• U.S. Securities and Exchange Commission (regulator) — Regulatory body for the S-1/A filing
• NASDAQ Capital Market (company) — Intended listing exchange for GOAI's common stock and warrants
• OTCQB Marketplace (company) — Previous trading market for GOAI's common stock
• Maxim Group LLC (company) — Sole Book-Running Manager for the offering
• David Boulette (person) — CEO, director, and controlling shareholder of Eva Live Inc. post-merger
• EvaMedia Corp. (company) — Accounting acquirer in the September 28, 2021 reverse merger
• Interactive Advertising Bureau (company) — Industry self-regulatory group for advertising standards
• American Association of Advertising Agency (company) — Industry self-regulatory group for advertising standards

FAQ

Risk Factors

• Customer Concentration [high — financial]: Eva Live Inc. is highly dependent on a concentrated customer base. As of March 31, 2025, its top three customers represented 88% of receivables, an increase from 85% on December 31, 2024. This concentration poses a significant risk to revenue stability and financial health.
• Dependence on Platform Performance [high — financial]: The company's AI-based digital marketing and media monetization platform is critical to its operations. Any disruption, failure, or degradation in the performance of this platform could materially and adversely affect its business, financial condition, and results of operations.
• Reliance on Key Personnel [medium — operational]: The success of Eva Live Inc. is dependent on the continued service of its key management and technical personnel. The loss of any of these individuals could have a material adverse effect on the company's ability to execute its business plan.
• Intense Competition [medium — market]: The digital marketing and media monetization industry is highly competitive and rapidly evolving. Eva Live Inc. faces competition from established players and new entrants, which could impact its market share and profitability.
• Evolving Data Privacy Regulations [medium — regulatory]: Changes in data privacy laws and regulations (e.g., GDPR, CCPA) could impact the company's ability to collect, use, and monetize user data, potentially affecting its platform's effectiveness and revenue streams.

Industry Context

Eva Live Inc. operates in the dynamic and competitive digital marketing and media monetization sector. This industry is characterized by rapid technological advancements, evolving advertising models, and increasing scrutiny over data privacy. Key trends include the growing importance of AI in ad targeting and optimization, the shift towards programmatic advertising, and the constant need for platforms to adapt to new regulations and consumer behaviors.

Regulatory Implications

The company faces potential regulatory headwinds related to data privacy and advertising standards. Compliance with evolving regulations like GDPR and CCPA is crucial, as any violations could lead to significant fines and reputational damage. Changes in advertising policies by major platforms could also impact revenue streams.

What Investors Should Do

1. Monitor customer concentration closely.
2. Evaluate the impact of warrants on future dilution.
3. Assess the company's ability to scale beyond its top customers.
4. Analyze the competitive landscape and Eva Live's differentiation.

Key Dates

• 2025-02-04: Reverse Stock Split — Completed a 1-for-4 reverse stock split to meet NASDAQ listing requirements, consolidating shares and potentially impacting per-share metrics.
• 2025-09-04: Last OTCQB Trade — Common stock last traded at $4.23 on OTCQB, providing a benchmark for the current offering price of $4.125 per Unit.

Glossary

Unit

A bundled offering consisting of one share of common stock and one warrant. (This is the structure of the offering, meaning investors receive both equity and a potential future equity stake.)

Warrant

A security that gives the holder the right, but not the obligation, to purchase a company's stock at a specified price (exercise price) within a specified time frame. (Warrants are included in the Unit and represent potential future dilution and additional capital for the company upon exercise.)

Underwriting Discount

A fee paid by the issuing company to the underwriter for their services in selling securities to the public. (This reduces the net proceeds received by the company from the offering. Eva Live Inc. is paying a 7.0% discount.)

Over-allotment Option

An option granted to underwriters to purchase additional securities from the issuer at the public offering price, typically to cover excess demand or stabilize the stock price. (This allows the company to potentially raise more capital if demand for the offering is strong, up to an additional $5,750,000.)

Reverse Stock Split

A corporate action where a company reduces the number of its outstanding shares by consolidating them, usually to increase the per-share price. (Eva Live Inc. executed a 1-for-4 reverse split to meet listing requirements, impacting share count and per-share calculations.)

Year-Over-Year Comparison

Information regarding previous filings and year-over-year comparisons for key metrics such as revenue growth, margin changes, and the emergence of new risks is not available in the provided context. The S-1/A filing focuses on the current offering and the company's financial condition as of the latest reporting periods, with limited historical comparative data presented here.

Key Financial Figures

• $4.125 — ecurities at a public offering price of $4.125 per Unit (as defined below). Each "Un
• $4.23 — d on the OTCQB on September 4, 2025 was $4.23. The offering price of the Units has be
• $0.01 — he public offering price per Unit minus $0.01 per share and $0.02 per Warrant, less u
• $0.02 — rice per Unit minus $0.01 per share and $0.02 per Warrant, less underwriting discount
• $402,500 — mmissions payable will be approximately $402,500 and the total proceeds to us, before ex
• $5,750,000 — before expenses, will be approximately $5,750,000. The underwriter expects to deliver th
• $2,010,606 — erefore, we have eliminated goodwill of $2,010,606 as of December 31, 2024. Rather, any ex
• $1,500,000 — any's restricted common stock valued at $1,500,000 using the discounted cash flow methodol
• $0 — f the implied goodwill is approximately $0, which is less than the carrying value,

Filing Documents

• forms-1a.htm (S-1/A) — 1865KB
• ex1-1.htm (EX-1.1) — 281KB
• ex3-1.htm (EX-3.1) — 52KB
• ex3-2.htm (EX-3.2) — 201KB
• ex3-3.htm (EX-3.3) — 14KB
• ex3-4.htm (EX-3.4) — 8KB
• ex4-1.htm (EX-4.1) — 133KB
• ex4-2.htm (EX-4.2) — 141KB
• ex4-3.htm (EX-4.3) — 105KB
• ex4-4.htm (EX-4.4) — 111KB
• ex5-1.htm (EX-5.1) — 20KB
• ex10-1.htm (EX-10.1) — 151KB
• ex10-2.htm (EX-10.2) — 19KB
• ex10-3.htm (EX-10.3) — 51KB
• ex10-4.htm (EX-10.4) — 17KB
• ex10-5.htm (EX-10.5) — 25KB
• ex10-6.htm (EX-10.6) — 76KB
• ex10-7.htm (EX-10.7) — 80KB
• ex10-8.htm (EX-10.8) — 76KB
• ex10-9.htm (EX-10.9) — 74KB
• ex10-10.htm (EX-10.10) — 134KB
• ex23-1.htm (EX-23.1) — 6KB
• ex107.htm (EX-FILING FEES) — 41KB
• ex3-1_001.jpg (GRAPHIC) — 13KB
• ex3-1_002.jpg (GRAPHIC) — 36KB
• ex3-3_001.jpg (GRAPHIC) — 577KB
• ex3-3_002.jpg (GRAPHIC) — 420KB
• ex10-1_001.jpg (GRAPHIC) — 26KB
• ex10-1_002.jpg (GRAPHIC) — 5KB
• ex10-8_001.jpg (GRAPHIC) — 2KB
• forms-1_001.jpg (GRAPHIC) — 6KB
• form10-q_001.jpg (GRAPHIC) — 3KB
• form10-k_001.jpg (GRAPHIC) — 2KB
• ex5-1_001.jpg (GRAPHIC) — 8KB
• 0001641172-25-026759.txt ( ) — 10547KB
• goai-20250630.xsd (EX-101.SCH) — 34KB
• goai-20250630_cal.xml (EX-101.CAL) — 40KB
• goai-20250630_def.xml (EX-101.DEF) — 181KB
• goai-20250630_lab.xml (EX-101.LAB) — 302KB
• goai-20250630_pre.xml (EX-101.PRE) — 247KB
• forms-1a_htm.xml (XML) — 1044KB
• ex107_htm.xml (XML) — 14KB

RISK FACTORS

RISK FACTORS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 18

USE OF PROCEEDS

USE OF PROCEEDS 18 DETERMINATION OF OFFERING PRICE 19 DIVIDEND POLICY 19 CAPITALIZATION 19

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 22 OUR BUSINESS 29 MANAGEMENT 35

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 38

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 39 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 39

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 39

UNDERWRITING

UNDERWRITING 42 LEGAL MATTERS 49 EXPERTS 49 WHERE YOU CAN FIND MORE INFORMATION 50 INDEX TO FINANCIAL STATEMENTS F-1 Neither we nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may provide you. We are offering to sell, and seeking offers to buy, Units only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the Units. Neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than the United States. You are required to inform yourself about, and to observe any restrictions relating to, this offering and the distribution of this prospectus. MARKET, INDUSTRY AND OTHER DATA This prospectus includes industry and market data that we obtained from periodic industry publications, third-party studies and surveys, filings of public companies in our industry and internal company surveys. These sources may include government and industry sources. Industry publications and surveys generally state that the information contained therein has been obtained from sources believed to be reliable. Although we believe the industry and market data to be reliable as of the date of this prospectus, this information could prove to be inaccurate. Industry and market data could be wrong because of the method by which sources obtained their data and because information cannot always be verified with complete certainty due to the limits on the availability and reliability of ra

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