[144] Soho House & Co Inc. SEC Filing

Rhea-AI Filing Summary

Vivakor (VIVK) filed an 8-K disclosing a series of debt restructurings and new borrowings with existing lender J.J. Astor & Co.

• Forbearance & Amendment (7/9/25): Lender agreed to forbear existing defaults, advance up to an additional $4.4 M, and extend the resale registration deadline to 7/18/25. Outstanding principal on the March 2025 junior secured convertible note was reset to $6.77 M (110% of $6.15 M) and a $615k fee plus $291k accrued interest become cash-payable by 1/7/26.
• Additional Junior Secured Convertible Note: Face value $5.94 M, but after a $1.54 M original issue discount, $176k origination fee, $20k legal fees, and $3.23 M holdbacks, net cash received on 7/15/25 was only $0.97 M. The note amortises over 40 weekly $148.5k instalments, payable in cash or registered shares at a 20% discount; default converts at a 50% discount. A junior lien on all assets secures both notes. Company reserved 15 M shares and issued 150k commitment shares.
• Unregistered Equity: Commitment shares and note were issued under Section 4(a)(2) with Rule 144 legends.

Implications: The transactions provide near-term liquidity and forestall default but at significant cost—high fees, steep OID, aggressive share-settlement terms, and further dilution risk.

Positive

• Secured near-term liquidity of approximately $0.97 M and access to up to $4.4 M additional funds under amended facility.
• Forbearance agreement postpones potential default and aligns payment schedule through January 2026.

Negative

• Highly dilutive financing: 15 M shares reserved plus 150k commitment shares at up to a 50% conversion discount.
• Expensive capital: 26% original issue discount, $176k origination fee, and 110% principal reset indicate distressed terms.
• Limited cash benefit: Only $0.97 M net proceeds despite $5.94 M face value, with most funds recycling prior obligations.
• Liquidity pressure persists: Mandatory weekly $148.5k instalments and $906k fee/interest lump-sum due 1/7/26.

Insights

Debt Capital Markets Analyst

TL;DR: Liquidity obtained, but structure is highly dilutive and signals distress; credit risk rises.

Vivakor avoided immediate default by amending its March note and layering on a new $5.94 M junior secured convertible. However, only $0.97 M of fresh cash reaches the company; the rest refinances arrears and prefunds instalments. The 110% principal reset, 40-week cash/share amortisation, 20–50% conversion discounts, and junior lien all point to leverage on onerous terms. Upcoming $906k fee and interest due 1/7/26 further pressure liquidity. Equity holders face potentially 15 M new shares plus commitment shares, implying ~38% dilution versus 39 M shares outstanding at last filing. Overall credit quality weakens and the deal is value-destructive for common shareholders.

Small-Cap Equity Analyst

TL;DR: Stop-gap financing buys time but heavy dilution likely drags equity value.

The company secured roughly one month of operating cash at the cost of a 26% OID, sizable fees, and deeply discounted conversion mechanics. Extending the registration deadline helps execution but signals a strained capital markets process. Repricing the old note to 110% of principal and tacking on fees suggests limited bargaining power. Unless operating cash flow improves quickly, weekly $148.5k payments or forced share issuance could accelerate dilution and price pressure.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A Common Stock	CITIBANK N.A. Citigroup Center Canada Square, Canary Wharf London X0 E14 5LB	192000	1292160	53020686	07/21/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class A Common Stock	07/19/2025	Settlement of vested RSUs issued under an S-8 Registered Plan	Issuer			401845	07/19/2025	Equity compensation for services rendered

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How much cash did Vivakor (VIVK) actually receive from the new $5.94 M note?

The company received $971,025.65 in net proceeds after discounts, fees and holdbacks.

What is the conversion discount on Vivakor's new junior secured notes?

Regular conversions occur at a 20% discount; if in default, the discount deepens to 50% off the reference price.

When are the large fee and past-due interest payments due?

Both the $615,178.30 fee and $291,367.35 accrued interest must be paid in cash by January 7, 2026.

How many shares could be issued under the Additional Note?

Vivakor reserved 15,000,000 shares for conversions and issued 150,000 commitment shares upfront.

Does the financing note carry interest?

The note is non-interest-bearing unless Vivakor defaults, at which point default interest applies.