Eva Live Inc

The following securities were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, during the three months ended June 30, 2026. Shares sold under the Company’s at-the-market equity distribution program were registered on the Company’s Form S-3 shelf registration statement and are accordingly not included below. Unregistered sales completed during the three months ended March 31, 2026, were previously reported in the Company’s Quarterly Report on Form 10-Q for that period. Unregistered issuances effected after June 30, 2026 and through the date of this report, which were made in reliance on the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, are described under “Issuances Subsequent to June 30, 2026” below.

Between April 20, 2026 and June 22, 2026, the holder of the Company’s senior secured convertible promissory note effected nine conversions, converting $1,085,000 of face value into an aggregate of 397,777 shares of common stock, credited to stockholders’ equity at $832,453. Face value of $6,475,000 remained outstanding at June 30, 2026. See Note 9 — Debt Financing.

On April 29, April 30 and May 27, 2026, an aggregate of 70,831 shares of common stock were issued to 1800 Diagonal Lending LLC upon the conversion in full of two convertible promissory notes, at conversion prices ranging from $2.1905 to $2.3075 per share, credited to stockholders’ equity at $159,732. Neither note had any balance outstanding at June 30, 2026. See Note 9 — Debt Financing.

On June 10, 2026, 1,308,322 shares of common stock were issued to Hottest Media LLC at $2.28 per share, valued at $2,982,974, in settlement of accounts payable. The shares were recorded at the fair value of the Company’s common stock on the settlement date, which approximated the carrying amount of the liability extinguished, and no gain or loss was recognized. See Note 10 — Stockholders’ Equity.

On June 10, 2026, an aggregate of 825,483 shares of common stock were issued at $2.28 per share, valued at $1,882,094, to officers, directors and an immediate family member of the Chief Executive Officer in settlement of accrued but unpaid compensation. See Note 8 — Related Party Transactions and Note 10 — Stockholders’ Equity.

Issuances Subsequent to June 30, 2026

Between July 1, 2026 and July 24, 2026, the holder of the Company’s senior secured convertible promissory note issued February 26, 2026, effected three additional conversions, converting an aggregate of $925,000 of the outstanding balance into an aggregate of 454,072 shares of common stock at conversion prices ranging from $1.6355 to $2.1287 per share. Following the July 24, 2026, conversion, the holder reported a remaining outstanding balance under that note of $5,786,106. The shares were issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended. See Note 12 — Subsequent Events.

On July 30, 2026, 33,520 shares of common stock were issued to 1800 Diagonal Lending, LLC upon the conversion of $45,000 of principal outstanding under a convertible promissory note issued January 29, 2026, at a conversion price of $1.3425 per share. Principal of $94,905.48 remained outstanding under that note following the conversion. The shares were issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended. See Note 12 — Subsequent Events.

The 9,700 shares of common stock sold on July 20, 2026, under the Company’s at-the-market equity distribution program, and the conversion shares issuable upon conversion of the secured convertible note in the original principal amount of $2,160,000 issued on July 23, 2026, were registered under the Company’s shelf registration statement on Form S-3 (File No. 333-294416) and the related prospectus supplements and are accordingly not included above.

Securities Purchase Agreement

On February 23, 2026, we entered into a securities purchase agreement with Streeterville Capital, LLC. Pursuant to the purchase agreement, the Company agreed to sell, and the investor agreed to purchase, a senior secured convertible note of the Company, in the aggregate original principal amount of $7,560,000 (the “Initial Note”), which is convertible into common stock of the Company. On closing, the Company issued the Initial Note and received cash proceeds of $6,970,000, being the $7,560,000 original principal amount less a $560,000 original issue discount and a $30,000 investor closing expense reimbursement. The purchase agreement was entered into during the three months ended March 31, 2026, and was previously reported; the conversions of the Initial Note described above occurred during the three months ended June 30, 2026. The securities were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. Pursuant to the Purchase Agreement, the Investor shall also have the right, for a period of 24 months after the Closing, to purchase up to $4,320,000.00 of principal amount of additional notes (the “Additional Notes”) in one or more tranches. The Initial Note is convertible at the option of the investor into common shares of the Company at a conversion rate equal to the Outstanding Balance, as defined in the Initial Note, being converted divided by the Conversion Price, as defined in the Initial Note. The Conversion Price is equal to 87% of the lowest daily VWAP for the ten (10) Trading Day period immediately preceding the applicable measurement date;provided, however, that in no event will the Conversion Price be lower than the Floor Price, as defined in the Initial Note, which is $0.90.