Eva Live Targets Nasdaq Listing with $4.125 Unit Offering

TL;DR

**GOAI's Nasdaq bid is a high-stakes gamble on market visibility, but its heavy reliance on a few key customers makes this offering a risky play.**

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-driven 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 $4.35 on September 22, 2025. This offering follows a 1-for-4 reverse stock split effected on February 4, 2025. Eva Live Inc. generates revenue by matching advertising campaigns to specific ad spots using its Eva Platform, leveraging big data to optimize conversion rates for its primarily North American customers. The company's financial health is highly dependent on its top three customers, which represented 88% and 85% of receivables as of March 31, 2025, and December 31, 2024, respectively. Underwriting discounts and commissions are set at 7.0% of the public offering, with Maxim Group LLC acting as the sole book-running manager. The company has granted a 45-day over-allotment option for up to an additional 181,818 shares and/or warrants.

Why It Matters

This S-1/A filing signals Eva Live Inc.'s ambition to elevate its market presence by moving from the OTCQB to Nasdaq, potentially increasing liquidity and investor visibility for GOAI. For investors, the offering price of $4.125 per Unit, potentially at a discount to the OTCQB's last reported $4.35, presents an entry point, but the high customer concentration risk (88% from top three clients) demands scrutiny. Employees and customers could benefit from increased capital for platform development and market expansion, enhancing the company's competitive stance against larger digital marketing firms. The broader market will watch if this AI-driven ad tech company can successfully transition to a major exchange, setting a precedent for other emerging growth companies in the sector.

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 clients 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, which could lead to the offering not proceeding.

Analyst Insight

Investors should approach GOAI with caution, recognizing the high customer concentration risk and the uncertainty of a Nasdaq listing. Conduct thorough due diligence on the company's customer retention strategies and evaluate the potential impact of losing a major client. Consider a small, speculative position only if comfortable with high risk and a long-term outlook, focusing on the company's ability to diversify its customer base post-listing.

Key Numbers

• $4.125 — Public Offering Price per Unit (Price for each Unit consisting of one common stock share and one warrant)
• 1,212,121 — Number of Units Offered (Total Units being offered in the public offering)
• $4.35 — Last Reported Sale Price on OTCQB (Common stock price on OTCQB as of September 22, 2025)
• 7.0% — Underwriting Discount and Commissions (Percentage of public offering price paid to underwriters)
• 1-for-4 — Reverse Stock Split Ratio (Ratio of reverse stock split effected on February 4, 2025)
• 88% — Receivables from Top Three Customers (Percentage of receivables from top three customers as of March 31, 2025)
• 85% — Receivables from Top Three Customers (Percentage of receivables from top three customers as of December 31, 2024)
• 181,818 — Over-allotment Option Shares/Warrants (Additional shares and/or warrants available to underwriters)
• $5,750,000 — Total Proceeds to Company (before expenses) (Estimated proceeds if over-allotment option is exercised in full)
• $402,500 — Total Underwriting Discounts and Commissions (Estimated total if over-allotment option is exercised in full)

Key Players & Entities

• Eva Live Inc. (company) — Registrant and issuer of securities
• Maxim Group LLC (company) — Sole Book-Running Manager for the offering
• U.S. Securities and Exchange Commission (regulator) — Regulatory body for the S-1/A filing
• NASDAQ Capital Market (regulator) — Intended listing exchange for common stock and warrants
• OTCQB Marketplace (regulator) — Previous trading market for common stock
• David Boulette (person) — CEO, director, and controlling shareholder post-EvaMedia merger
• EvaMedia Corp. (company) — Company acquired in a reverse merger on September 28, 2021
• Interactive Advertising Bureau (company) — Industry self-regulatory group setting Standard Advertising Terms
• American Association of Advertising Agency (company) — Industry self-regulatory group setting Standard Advertising Terms
• FINRA (regulator) — Announced effectiveness of name change and reverse stock split

FAQ

Risk Factors

• Customer Concentration Risk [high — financial]: The company's financial health is heavily reliant on its top three customers, who accounted for 88% of receivables as of March 31, 2025, and 85% as of December 31, 2024. A loss of or significant reduction in business from these key clients could materially and adversely affect Eva Live Inc.'s revenue and profitability.
• Dependence on AI Platform Performance [medium — operational]: Eva Live Inc.'s core business model relies on its AI-driven platform for matching advertising campaigns and optimizing conversion rates. Any performance issues, inaccuracies, or failures in the Eva Platform could directly impact its ability to deliver value to advertisers and publishers, leading to a loss of business.
• Competition in Digital Marketing [medium — market]: The digital marketing and media monetization space is highly competitive, with numerous established players and emerging technologies. Eva Live Inc. faces the risk of being outmaneuvered by competitors with superior technology, larger customer bases, or more aggressive pricing strategies.
• Reverse Stock Split Impact [low — financial]: The company recently underwent a 1-for-4 reverse stock split on February 4, 2025. While intended to improve stock price and marketability, such splits can sometimes be perceived negatively by investors and may not guarantee sustained market performance.

Industry Context

Eva Live Inc. operates in the highly competitive digital marketing and media monetization sector. The industry is characterized by rapid technological advancements, particularly in AI and big data analytics, which are crucial for optimizing ad performance and conversion rates. Key trends include the increasing demand for programmatic advertising, personalized ad experiences, and robust data privacy measures, all of which Eva Live Inc. aims to address with its AI platform.

Regulatory Implications

As a publicly traded company now aiming for NASDAQ listing, Eva Live Inc. will be subject to stricter regulatory oversight from the SEC and NASDAQ. This includes ongoing reporting requirements, corporate governance standards, and compliance with securities laws, which necessitate robust internal controls and transparency.

What Investors Should Do

1. Evaluate customer concentration risk
2. Analyze the value of the warrant component
3. Assess the impact of the reverse stock split
4. Compare offering price to OTCQB trading history

Key Dates

• 2025-02-04: Reverse Stock Split — The company executed a 1-for-4 reverse stock split, which impacts the number of outstanding shares and the per-share price, potentially affecting investor perception and trading dynamics.
• 2025-03-31: Receivables from Top Three Customers — As of this date, the top three customers represented 88% of the company's receivables, highlighting significant customer concentration.
• 2024-12-31: Receivables from Top Three Customers — As of this date, the top three customers represented 85% of the company's receivables, indicating a consistent pattern of high customer concentration.
• 2025-09-22: Last Reported Sale Price on OTCQB — The common stock last traded at $4.35 on the OTCQB, providing a benchmark against the current offering price of $4.125 per Unit.

Glossary

Unit

In this offering, a Unit consists of one share of common stock and one warrant. (Investors are purchasing a bundled security, not just common stock, which affects the overall investment structure and potential returns.)

Warrant

A warrant gives the holder the right, but not the obligation, to purchase a company's stock at a specified price (the exercise price) before a certain expiration date. (The warrants included in the Units offer potential upside if the stock price increases above the exercise price, but also dilute existing shareholders if exercised.)

Reverse Stock Split

A corporate action where a company reduces the total number of its outstanding shares by consolidating existing shares into fewer, proportionally more valuable shares. (Eva Live Inc. recently implemented a 1-for-4 reverse stock split, which affects share count and per-share metrics, often done to meet exchange listing requirements or improve stock price perception.)

Underwriting Discount and Commissions

Fees paid by the issuing company to the investment banks (underwriters) for their services in selling securities to the public. (This represents a significant cost of the offering, reducing the net proceeds received by Eva Live Inc. by 7.0% of the public offering price.)

Over-allotment Option (Greenshoe)

An option granted by the issuer to the underwriter to purchase additional shares or units at the offering price, typically to cover over-subscriptions or stabilize the stock price post-offering. (Eva Live Inc. has granted an option for up to 181,818 additional shares/warrants, which could increase the total offering size and proceeds if exercised.)

Year-Over-Year Comparison

Information regarding previous filings and year-over-year comparisons for key metrics such as revenue, net income, margins, and debt levels is not available in the provided context. Therefore, a direct comparison to a prior period cannot be made. The S-1/A filing focuses on the current offering and the company's financial position as of recent dates (e.g., March 31, 2025).

Key Financial Figures

• $4.125 — ecurities at a public offering price of $4.125 per Unit (as defined below). Each "Un
• $4.35 — on the OTCQB on September 22, 2025 was $4.35. 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) — 1891KB
• ex10-11.htm (EX-10.11) — 22KB
• ex23-1.htm (EX-23.1) — 6KB
• forms-1_001.jpg (GRAPHIC) — 6KB
• form10-q_001.jpg (GRAPHIC) — 3KB
• form10-k_001.jpg (GRAPHIC) — 2KB
• ex10-11_001.jpg (GRAPHIC) — 2KB
• ex10-11_002.jpg (GRAPHIC) — 2KB
• 0001493152-25-014781.txt ( ) — 6806KB
• 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

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 36

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 39

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 40 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 40

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 40

UNDERWRITING

UNDERWRITING 43 LEGAL MATTERS 50 EXPERTS 50 WHERE YOU CAN FIND MORE INFORMATION 51 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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View this S-1/A filing on SEC EDGAR