Eva Live Inc: Form 10-Q for the period ended Mar 31, 2026

Forward-Looking Statements

This Quarterly Report Form 10-Q contains forward-looking statements. For this purpose, any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “continue,” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. Our actual results could differ materially from those set forth as a result of general economic conditions and changes in the assumptions used in making such forward-looking statements. The following discussion and analysis of our financial condition and results of operations should be read together with the unaudited condensed financial statements and accompanying notes and the other financial information appearing elsewhere in this report. The analysis set forth below is provided pursuant to applicable Securities and Exchange Commission regulations and is not intended to serve as a basis for projections of future events. All forward-looking statements speak only as of the date they are made. We undertake no obligation to update such statements to reflect events or circumstances that exist after the date on which they are made.

Our Company

Eva Live Inc. (the “Company”) was incorporated under the laws of the State of Nevada on August 27, 2002, as International Pit Boss Gaming, Inc. On October 1, 2002, the Company merged with Pro Roads Systems, Inc. (a Florida corporation), a public shell company traded on the Pink Sheets. Pro Roads Systems, Inc. had no operations before the merger. The purpose of the merger was to change the Company’s domicile from Florida to Nevada. From its inception to 2006, the Company designed and developed software for the gaming industry. The Company changed its name on February 14, 2006, to Logo Industries Corporation and, on November 18, 2008, to Malwin Ventures Inc. On February 11, 2014, the Company announced negotiations with Impact Future Media LLC, and its President/Founder, Francois Garcia, acquired 100% of Impact Future Media LLC and its media and entertainment assets. The Company announced the closing of this transaction on March 25, 2014. From March 2014 to September 28, 2021, the Company was involved in the entertainment, publishing, and interactive industries.

On September 28, 2021 (the “Acquisition Date”), the Company merged into EvaMedia Corp. (“EvaMedia”). Upon completion of the reverse merger, the Company acquired all issued and outstanding shares of EvaMedia’s capital stock. As a result, the Company issued 110,192,177 shares of the Company’s common stock to shareholders of EvaMedia, and immediately following the Acquisition, 111,169,525 shares of common stock were issued and outstanding. As a result, EvaMedia’s shareholders control 99.12% of the issued and outstanding shares of the Company on a fully diluted basis. Following the Acquisition, David Boulette of EvaMedia became the company’s CEO, director, and controlling shareholder. He appointed two additional board members from EvaMedia, Phil Aspin and Daryl Walser. Terry Fields remained the only board member of the Company.

We deemed EvaMedia as an accounting acquirer based on the following facts: (i) after the reverse merger, former shareholders of EvaMedia held a majority of the voting interest of the combined company; (ii) former Board of Directors of EvaMedia possess majority control of the Board of Directors of the combined company; (iii) members of the management of EvaMedia are responsible for the management of the combined company. As such, we have treated the financial statements of EvaMedia as the historical financial statements of the combined company, and (iv) EvaMedia’s relative size, measured in assets and revenues, is significantly larger than that of the Company.

We have identified the Company as the legal acquirer, as it is the entity that issued securities. Comparatively, we have identified EvaMedia as the legal acquiree, the entity whose equity interests are acquired.

Since September 28, 2021, the Company has operated at the junction of digital marketing and media monetization.

On September 9, 2021, the Company completed a reverse split in the amount of 1-for-150, changed the Company’s name to Eva Live Inc., changed the Company’s trading symbol from “MLWN” to “GOAI,” and executed an Acquisition Agreement resulting in a change of control of the Company. On September 10, 2021, the Financial Industry Regulatory Authority (“FINRA”) announced the effectiveness of a change in the Company’s name from “Malwin Ventures, Inc.” to “Eva Live, Inc.” and a change in the Company’s ticker symbol from “MLWN” to the new trading symbol “GOAI”. Trading under the new ticker symbol began at market opening on July 11, 2021.

We execute our business through the Eva Platform based on Artificial Intelligence, or AI, to match advertising campaigns to specific ad spots one at a time. Our system creates conversion mapping tables that allow us to increase conversion rates by analyzing those trends with optimized historical conversion rates and further capitalizing on and improving those rates. We leverage “big data,” an accumulation of data that is too large and complex for traditional database management tools to process. Since more companies are attempting to leverage big data to make strategic business decisions, we have built automated tools that analyze the data and feed the relevant information into our decision logic. We have designed our solution to optimize brand campaigns to create brand awareness and direct response campaigns with a fixed conversion point.

Corporate Information

The Company’s principal office is The Plaza, 1800 Century Park East, Suite 600. Our telephone number is (310) 229-5981, and our corporate website is www.eva.live (http://www.eva.live).

Going Concern

Although our financial statements have been prepared on a going concern basis, we must raise additional capital in order to continue as a going concern. See “Risk Factors – Risks Related to the Company - There is doubt that the Company can continue as a “going concern” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and Note 3 – Going Concern in this report.

PLAN OF OPERATIONS

The Company’s near-term plan of operations focuses on: (i) continued execution of the Eva Platform digital advertising business, including the brand marketing campaigns introduced in late 2025 that drove the substantial growth in the 4001b Brand Marketing revenue category from $94,074 in the three months ended March 31, 2025 to $2,576,939 in the three months ended March 31, 2026; (ii) growth of the an AI-driven marketing services line of business introduced in the first quarter of 2026 under the Jet.AI, Inc. and Braiin Limited service contracts described in Note 4; (iii) deployment of the cash proceeds received from the Streeterville Initial Note ($6,415,000 net of debt issuance costs) toward working capital and growth initiatives; and (iv) continued reduction of legacy convertible note obligations through scheduled cash repayments and holder-elected conversions, as described in Note 9.

As of March 31, 2026, the Company had 36,535,389 shares of common stock issued and outstanding and approximately $5,769,269 of unrestricted cash. The Company entered into an Equity Distribution Agreement with Maxim Group LLC on April 14, 2026, supporting an at-the-market offering of up to $100,000,000 in common stock under the Company’s effective Form S-3 shelf registration statement (Registration No. 333-294416, declared effective March 24, 2026). Sales under the Equity Distribution Agreement are at the Company’s discretion and may be used to fund operations, working capital needs, and other general corporate purposes.

Financial Conditions at March 31, 2026, and December 31, 2025

The following discussion compares the Company’s financial position at March 31, 2026, to its financial position at December 31, 2025.

Total Assets

Total assets increased by $8,401,719, from $16,315,862 at December 31, 2025, to $24,717,581 at March 31, 2026. The increase was driven primarily by the issuance of the Streeterville Capital senior secured convertible note in February 2026, which generated net cash proceeds of approximately $6,415,000, and by an increase in accounts receivable reflecting brand marketing and IR services revenue recognized during the period.

Cash and Cash Equivalents

Cash and cash equivalents increased by $5,566,745, from $202,524 at December 31, 2025, to $5,769,269 at March 31, 2026. The increase reflects net cash provided by financing activities of approximately $6.85 million (primarily the Streeterville Capital convertible note proceeds), partially offset by net cash used in operating activities of approximately $1.28 million. See “Liquidity and Capital Resources” below for further discussion of the Company’s cash flows.

Accounts Receivable, Net

Accounts receivable, net increased by $2,429,406, from $16,006,624 at December 31, 2025, to $18,436,030 at March 31, 2026. The increase reflects revenue recognized during the period that has not yet been collected, partially offset by cash receipts from existing customers, including PSQUARED, Inuvo, RARE HAVEN Holdings, and Allison Professional Law. Management continues to monitor collectability and believes the recorded allowance for doubtful accounts is adequate.

Marketable Securities

The Company recorded marketable securities of $360,900 at March 31, 2026 (none at December 31, 2025). The marketable securities consist of common shares of Jet.AI Inc. and Braiin Limited received as non-cash consideration in connection with investor relations services contracts entered into during the first quarter of 2026. The securities were initially recorded at fair value on the contract inception dates of $501,500 (representing $97,500 for the Jet.AI shares and $404,000 for the Braiin shares), with an offsetting credit to deferred revenue. The Company recognized an unrealized loss of $140,600 during the three months ended March 31, 2026, reflecting the mark-to-market adjustment to fair value at the balance sheet date.

Original Issue Discount and Deferred Financing Costs, Net

Original issuance discount, net increased by $44,684, from $73,482 at December 31, 2025, to $118,166 at March 31, 2026, and deferred financing costs, net increased by $233, from $18,044 to $18,277. The increases reflect newly recognized discount and financing costs associated with the four convertible promissory notes issued during the first quarter of 2026 by 1800 Diagonal Lending, LLC and Boot Capital LLC (aggregate discount additions of $128,814), partially offset by amortization of $83,892 to interest expense over the contractual term of each note, and accelerated relief of $28,534 (OID) and $4,900 (DFC) upon the conversion of four notes to common stock during the period.

Property and Equipment, Net

Property and equipment, net decreased by $249, from $14,919 at December 31, 2025, to $14,670 at March 31, 2026, reflecting depreciation recognized during the period. No additions or dispositions of property and equipment occurred during the quarter.

Accounts Payable and Payroll Liabilities

Accounts payable and payroll liabilities increased by $49,130, from $2,933,844 at December 31, 2025, to $2,982,974 at March 31, 2026. The change reflects normal trade payable activity during the period, including the non-cash settlement of $1,550,000 of accounts payable to Hottest Media LLC through the issuance of 500,000 shares of common stock in February 2026, partially offset by an increase in other vendor obligations.

Accrued Expenses

Accrued expenses decreased by $257,625, from $2,633,885 at December 31, 2025, to $2,376,260 at March 31, 2026, reflecting payments made on previously accrued obligations during the period.

Accrued Interest

Accrued interest decreased by $16,800, from $68,601 at December 31, 2025, to $51,801 at March 31, 2026. The decrease primarily reflects cash interest payments made during the period in connection with scheduled installment payments on the 1800 Diagonal Lending and Boot Capital notes.

Notes Payable, Current Portion

Notes payable (current) increased by $99,163, from $985,330 at December 31, 2025, to $1,084,493 at March 31, 2026. The change reflects a combination of cash transactions and significant non-cash activity during the quarter, summarized below.

Cash transactions during the period contributed a net increase of $452,126, consisting of:

• $650,000 of cash proceeds from the issuance of new convertible promissory notes, comprising $450,000 from 1800 Diagonal Lending, LLC and $200,000 from Boot Capital LLC; partially offset by
• $197,874 of cash repayments of note principal, comprising $184,930 of scheduled installment payments and a final payoff to 1800 Diagonal Lending and $12,944 of scheduled installment payments to Boot Capital.

Non-cash transactions during the period reduced notes payable by a net of $352,964, consisting of:

• $447,740 of convertible notes extinguished through conversion to common stock. The Company issued an aggregate of 143,104 shares of common stock at the contractual conversion price of $3.2565 per share to settle four notes held by 1800 Diagonal Lending and Boot Capital. The conversions were accounted for under the book-value method in accordance with ASC 470-20-40-1, and no gain or loss was recognized.
• $128,814 of original issue discount recorded against the carrying value of notes payable at issuance, presented as a direct deduction from the related notes payable on the consolidated balance sheet and being amortized to interest expense over the contractual term of each note.
• $34,038 reclassification of three monthly payments originally recorded against Traffic Purchase expense during the fourth quarter of 2025, which the Company determined during the first quarter of 2026 should have been applied against the carrying value of the Boot Capital notes payable.

Deferred Revenue

The Company recorded deferred revenue of $549,803 at March 31, 2026 (none at December 31, 2025). The deferred revenue balance consists of $48,303 of cash advances received from customers under contracts where revenue recognition criteria had not been satisfied as of the balance sheet date, plus $501,500 representing the fair value of marketable securities received as non-cash consideration under investor relations services contracts with Jet.AI Inc. and Braiin Limited that have not yet been earned. Revenue will be recognized over the service periods specified in the underlying contracts.

Convertible Note Payable, Net of Unamortized Discount

The Company recorded a convertible note payable, net of unamortized discount, of $396,434 at March 31, 2026 (none at December 31, 2025). The balance reflects the issuance on February 26, 2026, of a senior secured convertible promissory note to Streeterville Capital, LLC with a face value of $7,560,000, less aggregate unamortized debt discount of $7,163,566 (consisting of original issue discount, closing fees, placement agent fees, legal fees, and the bifurcated value of the embedded derivative). The discount is being amortized to interest expense over the 24-month contractual term of the note using a straight-line approximation of the effective interest method. The Company received net cash proceeds of approximately $6,415,000 from the note issuance. See Note [X] — Senior Secured Convertible Promissory Note for further information regarding the terms of the note, the embedded derivative, and the related conversion features.

Derivative Liability

The Company recorded a derivative liability of $4,923,000 at March 31, 2026 (none at December 31, 2025). The derivative liability represents the compound embedded derivative bifurcated from the host debt instrument of the Streeterville Capital convertible note pursuant to ASC 815-15. The derivative was initially recognized at a fair value of $6,662,000 on the issuance date, with $6,415,000 recorded as a debt discount and $247,000 recognized as a loss on issuance reflecting the excess of the embedded derivative’s fair value over the available debt discount allocation. The Company recognized a mark-to-market gain of $1,739,000 during the three months ended March 31, 2026, reflecting the change in fair value at the balance sheet date.

Stockholders’ Equity

Total stockholders’ equity increased by $2,658,614, from $9,694,202 at December 31, 2025, to $12,352,816 at March 31, 2026. The increase primarily reflects the issuance of equity instruments during the period, partially offset by the net loss recognized for the quarter:

• Common stock and additional paid-in capital increased by an aggregate of $13,285,190, reflecting (i) 4,000,000 shares issued to David Boulette, Chief Executive Officer, under his employment agreement (aggregate fair value including stock-based compensation expense of $8,011,669); (ii) 300,000 restricted shares granted to Global Alliance Consulting Group under a consulting agreement (aggregate grant-date fair value of $2,250,000); (iii) 500,000 shares issued to Hottest Media LLC in settlement of trade accounts payable (fair value $1,550,000); (iv) 143,104 shares issued in extinguishment of convertible promissory notes payable (fair value $466,021); and (v) 250,000 shares issued to Maxim Advisory for advisory services (fair value $1,007,500).
• Deferred stock-based compensation of $(2,062,500) was recognized as a contra-equity balance representing the unvested portion of the Global Alliance Consulting Group restricted stock grant, which vests ratably over a 36-month service period.
• Accumulated deficit increased by $8,564,076, reflecting the net loss for the three months ended March 31, 2026.

Working Capital

The Company’s working capital improved significantly during the period, from $9,679,283 at December 31, 2025, to $17,657,580 at March 31, 2026, an increase of approximately $7,978,297. The improvement primarily reflects the cash proceeds received from the Streeterville Capital convertible note issuance in February 2026, partially offset by working capital changes in operating assets and liabilities during the period.

RESULTS OF OPERATIONS

Three Months Ending March 31, 2026, and 2025

The following table summarizes the Company’s results of operations for the three months ended March 31, 2026, compared to the three months ended March 31, 2025:

Revenue

Total revenue for the three months ended March 31, 2026, was $3,903,231, compared to $3,681,520 for the three months ended March 31, 2025, an increase of $221,711, or 6.0%. The increase in revenue reflects continued growth in the Company’s brand marketing and digital media services to existing customers, partially offset by timing differences in customer order flow between quarters. Revenue is generated primarily from media buying, customer acquisition campaigns, and investor relations services. The Company also recognized revenue during the first quarter of 2026 from new investor relations services contracts with Jet.AI Inc. and Braiin Limited under which consideration was received in the form of common stock of the customer (recorded as marketable securities at fair value on the contract inception date).

Stock-Based Compensation

Stock-based compensation expense was $0 for both the three months ended March 31, 2026, and March 31, 2025, as classified in operating expenses on the consolidated statements of operations. Stock-based compensation activity incurred during the first quarter of 2026 (totaling approximately $9.2 million) is reflected in other operating expense classifications, including General and Administrative expense, in accordance with the Company’s expense classification policy and the nature of services rendered. See Note 7 - Stock-Based Compensation for further information regarding the components and recipients of stock-based compensation expense recognized during the period.

Media traffic

Media traffic purchase expense was $3,729,442 for the three months ended March 31, 2026, compared to $1,300,766 for the three months ended March 31, 2025, an increase of $2,428,676, or 186.7%. The increase reflects an expansion in media buying and customer acquisition activity through Hottest Media LLC, Advertala PTE, Wise Ltd., and other media partners, consistent with the Company’s revenue growth strategy and increased volume of customer acquisition campaigns during the period. Media traffic purchase expense generally moves directionally with revenue, and changes also influence the year-over-year increase in the mix of customer acquisition channels.

General & administrative costs

General and administrative expense was $9,279,934 for the three months ended March 31, 2026, compared to $377,385 for the three months ended March 31, 2025, an increase of $8,902,549, or 2,359.0%. The substantial increase reflects equity-based compensation arrangements entered into during the first quarter of 2026, including: (i) a stock option grant to David Boulette, Chief Executive Officer, under his employment agreement (4,000,000 options, Tranche 1 of 5) with a grant-date fair value of $7,611,669; (ii) a 4,000,000 common stock grant to Mr. Boulette under his employment agreement at $0.10 per share ($400,000); (iii) a restricted common stock grant to Global Alliance Consulting Group under a 36-month consulting arrangement (300,000 shares with grant-date fair value of $2,250,000, of which $187,500 was recognized during the period); and (iv) common stock issued to Maxim Advisory for advisory services (250,000 shares at $4.03 per share, $1,007,500). The remainder of the increase reflects higher professional, legal, audit, and consulting fees incurred in connection with the Company’s continued public company readiness, acquisition activities, and capital-raising transactions completed during the period.

Amortization and depreciation

Amortization and depreciation expense were $249 for the three months ended March 31, 2026, compared to $407 for the three months ended March 31, 2025, a decrease of $158, or 38.8%. The decrease reflects the continuing depreciation of property and equipment that is approaching the end of its useful life. The Company did not acquire or dispose of significant property and equipment during the period.

Operating Loss

The Company recognized an operating loss of $9,106,394 for the three months ended March 31, 2026, compared to operating income of $2,002,962 for the three months ended March 31, 2025, an unfavorable variance of $11,109,356. The reduction in operating results primarily reflects the substantial increase in General and Administrative expense driven by equity-based compensation grants entered into during the first quarter of 2026, as well as higher media traffic purchase expense supporting revenue growth, partially offset by a modest year-over-year increase in revenue.

Interest Expense

Interest expense was $499,082 for the three months ended March 31, 2026, compared to $7,268 for the three months ended March 31, 2025, an increase of $491,814. The increase primarily reflects (i) interest expense, original issue discount amortization, and deferred financing cost amortization on the senior secured convertible promissory note issued by Streeterville Capital, LLC in February 2026 (aggregate of $396,434, consisting of $341,753 of discount amortization and $54,681 of stated interest accreted to the outstanding balance), and (ii) interest expense, original issue discount amortization, and deferred financing cost amortization on the eight convertible promissory notes issued by 1800 Diagonal Lending, LLC and Boot Capital LLC during 2025 and 2026 (aggregate of $95,314 across stated interest, accelerated discount on the four converted notes, and Q1 amortization on the active notes). See Note 9 – Debt Financing for further details.

Unrealized Loss on Marketable Securities

The Company recognized an unrealized loss on marketable securities of $140,600 for the three months ended March 31, 2026 (no comparable amount for the three months ended March 31, 2025). The unrealized loss reflects the mark-to-market adjustment of common shares of Jet.AI Inc. and Braiin Limited received as non-cash consideration under investor relations services contracts entered into during the first quarter of 2026. The securities were initially recorded at a fair value of $501,500 on the contract inception dates and declined to a fair value of $360,900 at March 31, 2026.

Change in Fair Value of Derivative Liability

The Company recognized a gain on the change in fair value of derivative liability of $1,739,000 for the three months ended March 31, 2026 (no comparable amount for the three months ended March 31, 2025). The gain reflects the mark-to-market adjustment of the compound embedded derivative bifurcated from the senior secured convertible promissory note issued to Streeterville Capital, LLC in February 2026. The derivative was initially recognized at a fair value of $6,662,000 on the issuance date and was remeasured to a fair value of $4,923,000 at March 31, 2026. The fair value measurement of the derivative is sensitive to changes in the Company’s common stock price, volatility, and the conversion-trigger probability. See Note 2 - Fair Value Measurements for further detail.

Loss on Settlement of Payable

The Company recognized a loss on settlement of payable of $310,000 for the three months ended March 31, 2026 (no comparable amount for the three months ended March 31, 2025). The loss reflects the issuance of 500,000 shares of common stock to Hottest Media LLC in February 2026 in settlement of outstanding trade accounts payable. The shares were issued at 80% of the closing price of the Company’s common stock on February 5, 2026; the loss reflects the difference between the carrying value of the settled payable ($1,240,000) and the fair value of the common stock issued ($1,550,000).

Loss on Issuance of Convertible Note

The Company recognized a loss on issuance of convertible note of $247,000 for the three months ended March 31, 2026 (no comparable amount for the three months ended March 31, 2025). The loss reflects the excess of the initial fair value of the compound embedded derivative bifurcated from the Streeterville Capital senior secured convertible promissory note ($6,662,000) over the available debt discount allocation ($6,415,000) on the issuance date of February 26, 2026. See Note 9 - Debt Financing for further details.

Net Loss

The Company recognized a net loss of $8,564,076, or $(0.24) per basic and diluted share, for the three months ended March 31, 2026, compared to net income of $1,995,694, or $0.06 per basic and diluted share, for the three months ended March 31, 2025. The change from net income to net loss principally reflects the non-cash equity-based compensation expense incurred during the first quarter of 2026 in connection with executive and consulting arrangements, partially offset by the gain on the change in fair value of the derivative liability associated with the Streeterville Capital convertible note. Excluding the impact of equity-based compensation and the derivative remeasurement, the Company’s underlying operating performance reflects continued revenue growth and corresponding investment in customer acquisition activity. The weighted-average number of common shares outstanding increased from 31,342,285 in the prior-year period to 36,015,045 in the current period, reflecting common stock issuances during 2025 and 2026.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2026, the Company had cash and cash equivalents of $5,769,269, compared to $202,524 at December 31, 2025, and working capital of $17,657,580, compared to $9,679,283 at December 31, 2025. The principal source of liquidity during the three months ended March 31, 2026, was the senior secured convertible promissory note issued to Streeterville Capital, LLC in February 2026 (the “Streeterville Initial Note”), which generated net cash proceeds of approximately $6,415,000. The Streeterville Initial Note has a face value of $7,560,000; cash proceeds at issuance were reduced by an original issue discount of $560,000, an investor closing expense reimbursement of $30,000, placement agent fees of $402,500 paid to Maxim Group LLC, and legal fees of $152,500 paid to Sichenzia Ross Ference Carmel LLP, in each case netted from the wire at closing or paid promptly thereafter. The Company also received gross cash proceeds of $650,000 from the issuance of four new convertible promissory notes during the period, comprising $450,000 from 1800 Diagonal Lending, LLC (Note #6 on January 15, 2026 with cash proceeds of $100,000 and Note #7 on January 29, 2026 with cash proceeds of $350,000) and $200,000 from Boot Capital LLC (Note #3 on January 15, 2026 with cash proceeds of $50,000 and Note #4 on January 30, 2026 with cash proceeds of $150,000). The face values of these new notes aggregate approximately $778,814 (cash proceeds of $650,000 plus $128,814 of original issue discount and deferred financing costs netted at issuance). See Note 9 — Debt Financing for further information regarding the terms of these notes.

Net cash used in operating activities was $(1,284,193) for the three months ended March 31, 2026, compared to net cash provided by operating activities of $109,542 for the three months ended March 31, 2025. The increase in operating cash usage primarily reflects the $2,429,406 increase in accounts receivable arising from the timing of customer collections, the $257,625 reduction in accrued expenses as previously accrued obligations were settled in cash, and the $16,800 reduction in accrued interest reflecting cash interest payments made on the 1800 Diagonal Lending and Boot Capital notes during the period. Non-cash add-backs partially offset these uses of operating cash to net loss in the reconciliation to operating cash flow totaling approximately $9.7 million, including stock-based compensation expense of $8,011,669, shares issued for services of $3,257,500, and amortization of debt discount and accrued interest on convertible notes of $396,434, less deferred stock-based compensation of $2,062,500 representing the unvested portion of equity awards granted during the period.

Net cash used in investing activities was $0 for the three months ended March 31, 2026, compared to $(3,230) for the three months ended March 31, 2025 (which represented fixed asset purchases). The Company did not acquire or dispose of significant property and equipment during the first quarter of 2026.

Net cash provided by financing activities was $6,850,938 for the three months ended March 31, 2026, compared to $133,910 for the three months ended March 31, 2025. The increase principally reflects the issuance of the Streeterville Initial Note in February 2026 (net cash proceeds of $6,415,000), supplemented by net cash proceeds from the new Diagonal Lending and Boot Capital convertible notes of $452,126 (gross cash proceeds of $650,000 less cash principal repayments of $197,874).

Approximately 79% of the Company’s gross accounts receivable balance at March 31, 2026, was outstanding for more than 90 days from the invoice date. Management is actively engaged with the Company’s largest counterparties regarding the collection of these balances and, based on counterparty confirmations received to date, the Company’s historical collection experience with these counterparties, and the absence of disputes regarding amounts owed, management expects substantially all of these balances to be collected within the look-forward period.

On April 14, 2026, the Company entered into an Equity Distribution Agreement with Maxim Group LLC providing for the offer and sale, from time to time and at the Company’s discretion, of shares of the Company’s common stock having an aggregate offering price of up to $100,000,000 in transactions deemed to be “at-the-market offerings” under Rule 415 promulgated under the Securities Act of 1933 (see Note 12 — Subsequent Events). Sales under the Equity Distribution Agreement are conducted under the Company’s effective Form S-3 shelf registration statement (Registration No. 333-294416). Maxim is entitled to a fixed commission of 3.0% of the gross sales price of shares sold. The Equity Distribution Agreement has a term of twelve months from execution. As of the date of this report, no sales have been made under the Equity Distribution Agreement.

GOING CONCERN CONSIDERATION

Although the accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, management has evaluated, in accordance with FASB Accounting Standards Codification 205-40, whether the conditions and events described in Note 3 — Going Concern, considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these financial statements are issued. Management has concluded that the conditions and events described in Note 3 (recurring net losses, accumulated deficit of $28,906,438 at March 31, 2026, elevated media traffic purchase costs as a percentage of revenue in the current quarter, and the contingent redemption right of the Streeterville Initial Note) raise substantial doubt; however, management believes that its plans, including the Maxim Equity Distribution Agreement, the expected normalization of media traffic purchase costs, the expected collection of outstanding accounts receivable balances, and the share-settled (rather than cash-settled) nature of conversions of the Streeterville Initial Note, are probable of being effectively implemented and, if implemented, are sufficient to alleviate the substantial doubt. See Note 3 — Going Concern for the full going-concern discussion.

CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT JUDGMENTS AND ESTIMATES

We have based our management’s discussion and analysis of our financial condition and results of operations on our financial statements, prepared in accordance with U.S. generally accepted accounting principles. In preparing our financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses for the reporting periods. Our actual results may differ from these estimates, and such differences could be material and uncertain, particularly in the current economic environment, given the impact of COVID-19.

In more detail, we have described significant accounting policies in Note 2 of our annual financial statements included in our 10-K for the fiscal year ended December 31, 2024, filed with the SEC on October 27, 2023. We evaluate our critical accounting estimates and judgments, as required by our policies, on an ongoing basis and update them as necessary in response to changing conditions.

JOBS ACT ACCOUNTING ELECTION

We are an “emerging growth company,” as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued after the enactment of the JOBS Act until those standards apply to private companies. As an emerging growth company, we have applied for an exemption; as a result, the Company may delay the adoption of certain accounting standards until the standards apply to private companies.

OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS

We have not engaged in any off-balance sheet arrangements as defined in Item 303(c) of the SEC’s Regulation S-B. We did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities that would have been established to facilitate off-balance sheet arrangements or other contractually narrow or limited purposes.

RECENT ACCOUNTING PRONOUNCEMENTS

The amendments in the ASU are effective for fiscal years beginning after January 1, 2020, including interim periods within those fiscal years. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued. We have adopted this ASU as of January 1, 2020, for ASC 606, Revenue Recognition, and Amended ASU 2016-02, Leases (Topic 840). The ASU is currently not expected to have a material impact on our consolidated financial statements. While we have described significant accounting policies in more detail in Note 2 of our annual financial statements included in our S-1/A for the fiscal year ended December 31, 2024, filed with the SEC on October 27, 2023, we believe the accounting policies as described in Note 2 to be critical to the judgments and estimates used in the preparation of our financial statements.

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer (together, the “Certifying Officers”), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this Report.

Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Certifying Officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Controls over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a -15(f) under the Securities Exchange Act, as amended. Management, with the participation of the Chief Executive Officer, evaluated the effectiveness of the Company’s internal control over financial reporting as of March 31, 2026. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013 Framework). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

(3) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our consolidated financial statements. Additionally, projections of any evaluation of effectiveness in future periods are subject to the risk that controls may become inadequate due to changes in conditions or that the degree of compliance with policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting as of March 31, 2026. Based on our assessments, management determined that we did not maintain effective internal control over financial reporting as of March 31, 2026, due to the material weakness in our internal controls, due to inadequate segregation of duties within account processes, due to limited personnel, and insufficient written policies and procedures for accounting, IT, and financial reporting and record keeping.

Management intends to implement remediation steps to improve internal controls, addressing inadequate segregation of duties within account processes, limited personnel resources, and insufficient written policies and procedures for accounting, IT, financial reporting, and record-keeping. We plan to further improve this process by enhancing the size and composition of our board upon the closing of the business, identifying third-party professionals with whom to consult regarding complex accounting applications, and considering additional staff with the requisite experience and training to supplement existing accounting professionals, and implementing additional layers of reviews in the internal controls and financial reporting process.

This Report does not include an attestation report from our independent registered public accounting firm, as we are an emerging growth company under the JOBS Act.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the three months ended March 31, 2026, and 2025, that have materially affected, or are reasonably likely to affect, our internal control over financial reporting materially.

In accordance with the requirements of Form 10-Q, the Company, as a smaller reporting company, is not required to disclose this item.