GOAI · Eva Live, Inc.

Eva Live Inc. has established a flexible $100 million at-the-market equity offering program by entering into an Equity Distribution Agreement with Maxim Group LLC on April 14, 2026. This allows the company to sell common stock opportunistically through the agent, who employs standard sales practices compliant with Nasdaq Capital Market rules and federal securities laws, including methods like open market transactions or privately negotiated deals at or above designated prices. The 3% commission structure is standard for ATM programs, providing cost-effective access to capital without underwriting discounts, while expense reimbursements are capped to control costs. No sales are obligated, offering management discretion amid market conditions. Termination provisions provide flexibility, with automatic end after 12 months or completion of the offering. Backed by an effective S-3 shelf registration, this enhances liquidity for working capital needs, signaling potential growth initiatives without immediate dilution commitment. The legal opinion in Exhibit 5.1 confirms share validity upon issuance.