UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report: May 31, 2025
(Date of earliest event reported)
EVA LIVE INC.
(Exact name of registrant as specified in its charter)
| Nevada | 333-273162 | 88-2864075 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS. Employer Identification No.) |
The Plaza, 1800 Century Park East, Suite 600
Los Angeles, CA 90067
(Address of principal executive offices, including zip code)
(310) 229-5981
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since the last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common | GOAI | OTC Markets |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by a check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
EMPLOYMENT AGREEMENT
On May 31, 2025, Eva Live Inc. (the “Company”) entered into an Employment Agreement with David Boulette to serve as its Chief Executive Officer. Pursuant to the agreement, Mr. Boulette will receive an annual base salary of $552,000, a performance bonus equal to 5% of the Company’s net profit before tax as determined by the Board, and stock options to purchase 20,000,000 shares of the Company’s common stock at an exercise price of $0.10 per share, subject to a five-year vesting schedule. The agreement also includes standard provisions relating to termination, confidentiality, and indemnification.
APPOINTMENT OF DIRECTORS
On June 2, 2025, the Board of Directors of Eva Live Inc. (the “Company”) increased its board size from five to six directors and appointed Mr. Ali Shadman (Director), age 64, to the position of Director of the Company. Mr. Shadman is considered independent under the listing standards of the New York Stock Exchange (NYSE) and the Nasdaq. Mr. Shadman will receive an annual compensation of $50,000, payable in equal quarterly installments, and shall be reimbursed for reasonable expenses incurred in connection with his board duties. His appointment is effective immediately and is governed by the Independent Director Agreement executed on June 2, 2025. The Director shall not be entitled to any additional compensation except as specifically approved by the Board.
Ali Shadman
Ali Shadman has served as the Founder and Managing Director of Davidan Systems Inc., a technology advisory and strategy consulting firm based in Orange County, California, since June 2019. In this role, Mr. Shadman has advised technology companies on optimizing their product portfolios, strengthening partner ecosystems, and enhancing go-to-market execution. In December 2023, he was appointed Chief Executive Officer of Genimous Interactive Investment Co., Ltd., where he oversees the company’s strategic development and investment initiatives. He also serves as a Board Member of Eightpoint Interactive Inc., a digital marketing company, providing strategic guidance to its executive leadership team.
Mr. Shadman brings extensive leadership experience across both public and private companies, with a focus on digital transformation, operational scaling, and innovation in technology services. His recent work builds upon prior C-suite roles at global firms, and he continues to contribute thought leadership in the fields of technology consulting and corporate governance.
Mr. Shadman completed his Postgraduate Diploma in Operations Research from London Metropolitan University in the United Kingdom in June 1983. He obtained his Bachelor of Science with Honors in Mathematics and Computer Sciences from the University of Essex, United Kingdom, in June 1982.
ITEM 7.01 REGULATION FD DISCLOSURE.
The disclosure under Item 5.02 in this report on Form 8-K is incorporated by reference herein.
Information in this report on form 8-K shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise incorporated by reference into any filing pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS.
The disclosure under Item 5.02 in this report on Form 8-K is incorporated by reference herein.
Exhibits
| Exhibit No. | Description | |
| 10.1 | Employment Agreement by and between Eva Live Inc. and David Boulette, dated May 31, 2025. | |
| 10.2 | Independent Director Agreement by and between Eva Live Inc. and Ali Shadman, dated June 2, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EVA LIVE INC. | |||
| June 5, 2025 | By: | /s/ David Boulette | |
| Date | David Boulette | ||
Exhibit 10.1
Employment Agreement
Eva Live Inc.
This Employment Agreement (“Agreement”) is made and entered into this May 31, 2025, by and between Eva Live Inc., a corporation incorporated under the laws of Nevada, with its principal place of business at 1800 Century Park East, Suite 600, Los Angeles, CA, 90067, USA (the “Company”), and David Boulette, an individual (the “Executive” or “CEO”).
1. Position
The Company has agreed to employ David Boulette as the Chief Executive Officer (CEO) of Eva Live Inc. The Executive agrees to serve the Company in this capacity under the terms and conditions set forth in this Agreement.
2. Term of Employment
The term of employment will commence on May 31, 2025, and continue until terminated by either party in accordance with the provisions of this Agreement.
3. Duties and Responsibilities
As CEO, the Executive shall:
- Lead the overall strategy, vision, and management of the Company.
- Oversee daily operations, financial management, and execution of key business initiatives.
- Report directly to the Board of Directors and execute directives in alignment with the Company’s goals.
- Perform such other duties as may be reasonably assigned by the Board.
The Executive agrees to devote their full time, attention, and skills to the business and affairs of the Company.
4. Compensation
a) Base Salary
The Company will pay the Executive a base annual salary of $552,000 (or $46,000 monthly), payable in accordance with the Company’s regular payroll schedule.
b) Performance Bonus
The Executive will be entitled to an annual performance bonus equivalent to 5% of the Company’s net profits before taxes, as determined by the Board of Directors based on the Company’s audited financial statements for the preceding fiscal year.
c) Equity Compensation
The Executive shall be entitled to participate in the attached stock options plan.
d) Benefits
The Executive shall be eligible to participate in all Company-provided employee benefits, including but not limited to health insurance, retirement plans, and any other executive benefits, in accordance with the Company’s policies.
5. Expenses
The Company agrees to reimburse the Executive for all reasonable and necessary business expenses incurred in the course of their duties, in accordance with the Company’s policies.
6. Confidentiality and non-disclosure
The Executive agrees to maintain the confidentiality of all proprietary information, trade secrets, and any other non-public information of the Company, both during and after their employment.
7. Termination
a) Termination by the Company for Cause
The Company may terminate the Executive’s employment for “Cause” at any time. For purposes of this Agreement, “Cause” shall include:
- Gross negligence or wilful misconduct in the performance of duties.
- Conviction of a felony or any crime involving fraud or dishonesty.
- Violation of any material Company policies or ethical standards.
b) Termination by the Company without Cause
The Company may terminate the Executive’s employment without Cause upon 30 days’ written notice. In such a case, the Executive will be entitled to receive the base salary for the remainder of the term or six months’ severance, whichever is greater.
c) Termination by the Executive
The Executive may terminate their employment with 30 days’ written notice to the Company. In the event of such termination, the Executive will forfeit any unpaid bonus or unvested equity compensation.
8. Indemnification
The Company agrees to fully indemnify the Executive, permitted by law, for any claims, liabilities, or expenses arising from the Executive’s performance of duties, provided such claims are not the result of the Executive’s gross negligence or willful misconduct.
9. Miscellaneous
- Governing Law: This Agreement shall be governed by the laws of Nevada.
- Entire Agreement: This Agreement constitutes the entire understanding between the parties and supersedes any prior agreements.
- Amendments: Any amendments to this Agreement must be in writing and signed by both parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
| Eva Live Inc. | ||
| By: | /s/ Daryl Walser | |
Daryl Walser | ||
| Director | ||
| Chief Executive Officer | ||
| By: | /s/ David Boulette | |
| David Boulette | ||
Executive Stock Options Plan
This Stock Options Plan (the “Plan”) is a part of the Employment Agreement (the “Agreement”) between Eva Live Inc. (the “Company”) and David Boulette (the “Employee”) dated May 31, 2025. The purpose of this Plan is to provide the Employee with the right to acquire shares of the Company’s common stock as an incentive for their employment and performance.
1. Grant of Options
1.1 Number of Options Granted: The Company hereby grants the Employee 20,000,000 stock options (the “Options”) to purchase shares of its common stock.
1.2 Exercise Price: The exercise price for each Option shall be $0.10 per share.
1.3 Grant Date: The Grant Date of the Options shall be May 31, 2025.
2. Vesting Schedule
2.1 The Options shall not vest unless the Employee is continuously employed with the Company through January 1, 2026 (the “Cliff Vesting Date”). If the Employee is employed with the Company on the Cliff Vesting Date, 20% of the Options shall vest on January 1, 2026, and an additional 20% of the Options shall vest on each of the next four anniversaries of the Grant Date (May 31, 2026, May 31, 2027, May 31, 2028, and May 31, 2029), provided the Employee remains continuously employed with the Company on each such anniversary date.
2.2 If the Employee’s employment is terminated for any reason before January 1, 2026, all Options shall be forfeited and automatically expire.
2.3 Any unvested Options shall automatically expire if the Employee’s employment is terminated for any reason, subject to Section 4 below.
3. Exercise of Options
3.1 Method of Exercise: The Employee may exercise vested Options by providing written notice to the Company and paying the Exercise Price for the number of shares being purchased.
3.2 Payment of Exercise Price: Payment may be made in one or more of the following ways: (a) Cash or check payable to the Company. (b) Delivery of shares of the Company’s common stock already owned by the Employee. (c) Any other method approved by the Company’s Board of Directors.
3.3 Tax Withholding: The Employee shall be responsible for any applicable taxes due upon exercise of the Options or sale of the shares.
4. Termination of Employment
4.1 Voluntary Termination or Termination for Cause: Any unvested Options shall be forfeited immediately. Vested Options must be exercised within [90] days following the termination date or they will expire.
4.2 Termination Without Cause or Due to Disability/Death: In the event of termination without cause, or termination due to the Employee’s disability or death, any unvested Options that would have vested within [12 months] from the termination date shall immediately vest. Vested Options must be exercised within [12 months] or they will expire.
5. Change in Control
5.1 In the event of a Change in Control (as defined in the Agreement), all unvested Options shall become fully vested and immediately exercisable.
6. Restrictions on Transfer
6.1 The Options and any shares acquired upon exercise may not be transferred, assigned, or pledged, except by will or the laws of descent and distribution, or with the Company’s prior written consent.
7. Adjustment of Shares
7.1 In the event of a stock split, reverse stock split, stock dividend, merger, or other corporate event, the number of shares subject to the Options and the Exercise Price shall remain the same.
8. Governing Law
8.1 This Plan shall be governed by and construed in accordance with the laws of the State of [State].
9. Entire Agreement
9.1 This Plan, together with the Employment Agreement, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes any prior agreements or understandings.
IN WITNESS WHEREOF, the parties have executed this Plan as of the date first written above.
| Eva Live Inc. | ||
| By: | /s/ Daryl Walser | |
| Name: | Daryl Walser | |
| Title: | Director | |
| Date: | May 31, 2025 | |
| Employee | ||
| By: | /s/ David Boulette | |
| Name: | David Boulette | |
| Date: | May 31, 2025 | |
Exhibit 10.2
INDEPENDENT DIRECTOR AGREEMENT
This Independent Director Agreement (“Agreement”) is made and entered into as of June 2nd 2025, by and between Eva Live Inc., a corporation organized and existing under the laws of the State of Nevada with its principal place of business at 2029 Century Park E, Suite 400N, Los Angeles, CA 90067 (“Company”), and Mr. Ali Shadman, an individual residing at Lake Forest, CA 92630 United States (“Director”).
1. Appointment
The Company hereby appoints Director to serve as an independent member of its Board of Directors (“Board”), and Director hereby accepts such appointment, subject to the terms and conditions of this Agreement and the Company’s bylaws.
2. Duties and Responsibilities
Director agrees to perform such duties as are customarily performed by a member of a board of directors of a similarly situated corporation, including, without limitation:
| ● | Attending meetings of the Board and any committees to which Director may be appointed; | |
| ● | Providing independent oversight of management and Company affairs; | |
| ● | Acting in the best interests of the Company and its stockholders; | |
| ● | Complying with applicable laws, regulations, and the Company’s policies. |
Director agrees to devote the time and attention reasonably necessary to fulfill these responsibilities.
3. Compensation
As compensation for services rendered under this Agreement, the Company shall pay Director an annual fee of $50,000 USD, payable in equal quarterly installments. Director shall not be entitled to any additional compensation except as specifically approved by the Board.
4. Expenses
The Company shall reimburse Director for reasonable and documented out-of-pocket expenses incurred in connection with the performance of Director’s duties, including travel expenses to attend meetings.
5. Independent Contractor
Director acknowledges and agrees that they are acting as an independent contractor and not as an employee or agent of the Company. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship.
6. Term and Termination
This Agreement shall remain in effect until terminated by either party upon thirty (30) days’ prior written notice. Termination shall not affect any rights or obligations accrued prior to the effective date of termination.
7. Confidentiality
Director agrees to maintain in confidence and not disclose any confidential or proprietary information of the Company learned in connection with their service on the Board, both during and after the term of this Agreement.
8. Indemnification
To the fullest extent permitted by law and the Company’s governing documents, the Company shall indemnify Director against all expenses and liabilities reasonably incurred in connection with Director’s role, provided such conduct was in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company.
9. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to its conflict of law principles.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| Name: | Ali Shadman | |
| Title: | Director | |
| By: | /s/ Ali Shadman | |
| Date: | 06/02/25 |
| EVA LIVE INC. | ||
| By: | /s/ David Boulette | |
| Name: | David Boulette | |
| Title: | CEO | |
| Date: | 06/02/25 | |