Eva Live Targets Nasdaq Listing with $4.125 Unit Offering

Ticker: GOAI · Form: S-1/A · Filed: Nov 20, 2025 · CIK: 1983736

Sentiment: mixed

Topics: S-1/A Filing, IPO, Digital Marketing, AI Platform, Nasdaq Uplist, Reverse Stock Split, Unit Offering

Related Tickers: GOAI, GOAIW

TL;DR

**GOAI's Nasdaq uplisting attempt with this unit offering is a high-stakes gamble; if they pull it off, expect a pop, but the concentration of customer risk is a red flag.**

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 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 $4.00 on November 18, 2025. Eva Live operates an AI-based Eva Platform for digital marketing and media monetization, matching advertising campaigns to specific ad spots to increase conversion rates. The company reported eleven customers as of September 30, 2025, up from six on December 31, 2024, with the top three customers representing 88% of receivables as of September 30, 2025. A 1-for-4 reverse stock split was effected on February 4, 2025. The offering includes a 7.0% underwriting discount and warrants to the underwriter, with potential total proceeds of approximately $5,750,000 if the over-allotment option is fully exercised.

Why It Matters

This S-1/A filing signals Eva Live's ambition to uplist from OTCQB to Nasdaq, a move that could significantly enhance its visibility and liquidity for investors, potentially attracting a broader institutional base. For employees, a successful uplisting could bring increased stability and growth opportunities. Customers, primarily advertising agencies and businesses, benefit from Eva Live's AI-driven platform, which aims to optimize ad campaign performance, a critical competitive edge in the crowded digital marketing space. The offering's success will also test market appetite for AI-powered ad tech companies, especially those transitioning from over-the-counter markets, impacting the broader ad tech competitive landscape.

Risk Assessment

Risk Level: high — The offering involves a high degree of risk, as explicitly stated on page 9 of the prospectus. A significant risk factor is the high customer concentration, with the top three customers accounting for 88% of receivables as of September 30, 2025, making the company highly dependent on these clients. Furthermore, there is no assurance that Eva Live's common stock or Warrants will be approved for listing on Nasdaq, and if not, the offering will not proceed, indicating significant uncertainty.

Analyst Insight

Investors should carefully evaluate Eva Live's customer concentration risk and the uncertainty surrounding its Nasdaq listing approval before considering an investment. Given the high risk, a speculative position might be considered only after the Nasdaq listing is confirmed and further financial details are disclosed, focusing on the company's ability to diversify its customer base.

Financial Highlights

debt To Equity
Not Disclosed
revenue
Not Disclosed
operating Margin
Not Disclosed
total Assets
Not Disclosed
total Debt
Not Disclosed
net Income
Not Disclosed
eps
Not Disclosed
gross Margin
Not Disclosed
cash Position
Not Disclosed
revenue Growth
Not Disclosed

Executive Compensation

NameTitleTotal Compensation
UnknownUnknown$0

Key Numbers

Key Players & Entities

FAQ

What is Eva Live Inc.'s primary business model?

Eva Live Inc. operates an AI-based Eva Platform that matches advertising campaigns to specific ad spots, aiming to increase conversion rates by analyzing big data and optimizing historical conversion trends. The company provides digital marketing and media monetization services to advertising agencies and businesses, primarily in North America.

What are the key terms of Eva Live Inc.'s current offering?

Eva Live Inc. is offering 1,212,121 Units at a public offering price of $4.125 per Unit. Each Unit consists of one share of common stock and one warrant to purchase one share of common stock at an exercise price of at least $4.125 per share, with warrants expiring five years from issuance.

What is the significance of Eva Live Inc.'s planned Nasdaq listing?

The planned listing on the NASDAQ Capital Market under symbols "GOAI" and "GOAIW" is significant as it represents an uplisting from the OTCQB Marketplace. This move could enhance the company's market visibility, liquidity, and potentially attract a broader base of institutional and retail investors.

What is Eva Live Inc.'s customer concentration risk?

Eva Live Inc. faces a high customer concentration risk, with its top three customers representing 88% of the company's receivables as of September 30, 2025. This dependency means a significant reduction in spending or loss of business from any of these key customers could materially impact the company's revenue and financial health.

When did Eva Live Inc. undergo a reverse stock split?

Eva Live Inc. effected a 1-for-4 reverse stock split on February 4, 2025. This action combined every four shares of issued and outstanding common stock into one share, with FINRA announcing its effectiveness on February 10, 2025.

Who are the key executives and board members of Eva Live Inc. after the EvaMedia merger?

Following the September 28, 2021, merger with EvaMedia Corp., David Boulette became Eva Live Inc.'s CEO, director, and controlling shareholder. He appointed Phil Aspin and Daryl Walser as additional board members from EvaMedia, with Terry Fields remaining as a board member from the original company.

What is the role of the Eva XML Platform in Eva Live Inc.'s operations?

The Eva XML Platform, completed in November 2020, buys traffic from various sources and sells it to landing pages displaying advertising via XML feeds. It integrates with major platforms like Google, Microsoft, and Facebook to manage ad buying/selling, create thousands of ads, and optimize spending based on keyword performance to maximize arbitrage revenue.

How does Eva Live Inc. generate revenue from advertisers?

Eva Live Inc. earns revenue from advertisers by signing purchase or insertion orders based on the Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less, Version 3.0, set by the Interactive Advertising Bureau and the American Association of Advertising Agency. These orders define fee schedules, duties, and responsibilities for advertising campaigns.

What are the underwriting terms for Eva Live Inc.'s offering?

Eva Live Inc. has agreed to provide the underwriter, Maxim Group LLC, with a 7.0% underwriting discount of the public offering. Additionally, the company will issue Underwriter's Warrants exercisable for shares equal to 7.0% of the Units sold, at an exercise price of 125% of the public offering price per Unit.

What is the history of Eva Live Inc.'s corporate name changes?

Eva Live Inc. was incorporated on August 27, 2002, as International Pit Boss Gaming, Inc. It changed its name to Logo Industries Corporation on February 14, 2006, then to Malwin Ventures Inc. on November 18, 2008. Finally, on September 9, 2021, it changed its name to Eva Live Inc. as part of the EvaMedia merger.

Risk Factors

Industry Context

Eva Live operates in the competitive digital marketing and media monetization space, leveraging AI to optimize ad placements. The industry is characterized by rapid technological advancements, particularly in AI and data analytics, and increasing demand for personalized advertising solutions. Companies in this sector must continuously innovate to improve conversion rates and demonstrate ROI to advertisers.

Regulatory Implications

As a technology company handling user data for advertising, Eva Live faces scrutiny under data privacy regulations like GDPR and CCPA. Compliance with these evolving laws is critical to avoid penalties and maintain customer trust. The move to NASDAQ also subjects the company to SEC reporting requirements and exchange listing rules.

What Investors Should Do

  1. Evaluate customer concentration risk
  2. Analyze warrant terms and potential dilution
  3. Assess the competitive landscape and AI differentiation
  4. Monitor customer acquisition and retention post-offering

Key Dates

Glossary

Unit
A bundled offering consisting of one share of common stock and one warrant. (This is the structure of the offering, meaning investors are buying both stock and the potential to buy more stock at a later date.)
Warrant
A security that gives the holder the right, but not the obligation, to purchase shares of common stock at a specified price (exercise price) within a certain period. (These 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 the securities to the public. (This reduces the net proceeds received by Eva Live from the offering, with a 7.0% discount on the public offering price.)
Over-allotment Option (Greenshoe)
An option granted to the underwriter to purchase additional securities from the issuer at the public offering price, typically to cover excess demand. (Allows for up to 15% more units to be sold, potentially increasing total proceeds for the company and the underwriter.)
NASDAQ Capital Market
A tier of the NASDAQ stock exchange focused on smaller companies that meet specific financial and liquidity standards. (Represents a move to a more prominent exchange, which can enhance visibility and investor confidence.)
Reverse Stock Split
A corporate action where a company reduces the number of its outstanding shares by consolidating them, typically to increase the per-share price. (Eva Live executed a 1-for-4 reverse split, which impacts share count and per-share calculations.)

Year-Over-Year Comparison

Information regarding previous filings and comparative financial data is not available in the provided context. Therefore, a comparison of key metrics such as revenue growth, margin changes, and new risks versus a prior year cannot be performed.

Filing Stats: 4,603 words · 18 min read · ~15 pages · Grade level 14.4 · Accepted 2025-11-19 18:21:09

Key Financial Figures

Filing Documents

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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