Vivakor SEC Filings

Vivakor, Inc. (VIVK) reports that holders of earlier convertible notes have converted portions of their debt into common stock, and the latest conversion fully satisfied a major note. Two accredited investors converted an aggregate $180,467.07 of principal and interest into 2,920,639 common shares under previously issued notes. Separately, J.J. Astor & Co. converted $123,693.24 of principal from a junior secured convertible note with a $6,625,000 principal amount into 1,928,188 common shares. The company states that issuing these shares fully satisfied its obligations under that junior secured convertible note, with all shares issued under exemptions for accredited investors.

Vivakor, Inc. (VIVK) reported sharply higher scale but deepening losses in its quarter ended September 30, 2025. Total revenues for the first nine months of 2025 rose to $83.4 million from $48.1 million a year earlier, driven primarily by the new Transportation and Logistics and expanded Supply and Trading segments. Gross profit increased to $14.1 million from $3.9 million.

Despite this growth, the company posted a nine‑month net loss attributable to Vivakor of $54.4 million, versus $6.9 million in 2024, reflecting high operating expenses, $20.0 million of interest expense, a $9.8 million loss on debt conversion, and significant noncash charges. Vivakor ended the quarter with $1.2 million in cash (including restricted cash), total assets of $160.1 million, and total liabilities of $96.1 million, leaving stockholders’ equity at $64.0 million, down from $115.1 million at year-end 2024.

Management disclosed a working capital deficit of about $67.3 million, roughly $36.9 million of debt maturing through 2026, and recorded a new $5.0 million legal reserve. These factors led to a stated “substantial doubt” about Vivakor’s ability to continue as a going concern. During the period, the company divested two non-core subsidiaries in exchange for preferred stock that was retired, and it relied heavily on convertible and other debt financings, with additional equity and convertible issuances after quarter-end.

Vivakor, Inc. (VIVK) reported additional conversions of existing convertible debt into common stock. A lender converted $150,000 of principal from a junior secured convertible note dated March 2025 into 1,855,861 shares on November 14, 2025, and a further $150,000 into 2,354,788 shares on November 18, 2025.

Separately, ClearThink Capital Partners converted $323,528 of principal and interest on a May 2025 convertible note into 3,921,551 shares. All shares were issued without Rule 144 restrictive legends based on legal opinions, and the issuances were treated as exempt private offerings under Section 4(a)(2) of the Securities Act to accredited investors familiar with the company’s operations.

Vivakor, Inc. (VIVK) CEO, director and 10% owner James H. Ballengee reported transferring shares of common stock as collateral under a loan agreement. On 11/10/2025, he disposed of 2,979,456 shares of common stock at a value of $0.17 per share, followed by a separate transfer of 30,096 shares at the same value, both coded as transaction type J and described as pledges to a financial institution. After these transactions, he indirectly owned 17,848,464 Vivakor shares through Jorgan Development, LLC and JBAH Holdings, LLC.

Vivakor, Inc. (VIVK) disclosed multiple corporate actions. The company entered a Settlement Agreement with former CFO and director Tyler Nelson to resolve wage-related claims, with payments scheduled as follows: $100,000 within 30 days, $100,000 within 60 days, $1,550,000 within 90 days, and $250,000 on or before November 5, 2026. Vivakor reports it has paid $250,000. The court has taken all dates and deadlines off calendar and will retain jurisdiction through final payment.

Vivakor also executed a Transition Agreement with former EVP, General Counsel and Secretary Patrick Knapp, providing $50,000 on the Effective Date, $50,000 on or before December 31, 2025, and $100,000 in common stock issued within three trading days, priced by the prior three days’ average closing price, with additional shares to reach $100,000 if needed. The company received Notices of Conversion from its lender converting $150,000 into 2,043,597 shares and another $150,000 into 1,827,040 shares under a junior secured convertible note; the shares were issued without a Rule 144 restrictive legend under Section 4(a)(2). Kimberly Hawley was appointed Secretary, while continuing as EVP and CFO.

Vivakor, Inc. completed a registered direct offering with institutional investors, selling 10,600,000 common shares at $0.18 and 3,566,666 pre-funded warrants at $0.179 for approximately $2.55 million in gross proceeds. The company plans to use net proceeds for working capital and general corporate purposes. The transaction closed on October 31, 2025.

The pre-funded warrants are immediately exercisable at $0.001 per share and include ownership caps that limit exercises above 4.99% of outstanding common stock, or 9.99% if elected before issuance. D. Boral Capital LLC acted as placement agent, receiving a 7% cash fee, a 1% non-accountable expense fee, and expense reimbursements. The securities were offered under Vivakor’s effective Form S-3 shelf (File No. 333-269178) and a prospectus supplement dated October 30, 2025.

Vivakor, Inc. (VIVK) launched a primary offering of 10,600,000 shares of common stock and 3,566,666 pre-funded warrants under a prospectus supplement to its shelf registration. The public offering price is $0.18 per share; each pre-funded warrant is sold at the share price minus $0.001 and is exercisable for one share at an exercise price of $0.001, with no expiration.

The transaction is a best efforts placement with D. Boral Capital LLC as exclusive placement agent. Gross proceeds are $2,546,433.21, with placement agent fees equal to 7% of gross proceeds and additional reimbursable expenses; estimated net proceeds are approximately $2.2 million after fees and expenses. The company intends to use proceeds for working capital and general corporate purposes.

Pre-funded warrants are immediately exercisable and include a beneficial ownership cap of 4.99% (or 9.99% at purchaser election). Common stock is listed on Nasdaq under “VIVK.” Delivery is expected on or about October 31, 2025, subject to customary closing conditions.

Vivakor, Inc. (VIVK) furnished investor materials and a business update. The company announced initiation of a commodity trade transaction utilizing its wholly owned subsidiary, Vivakor Supply & Trading, LLC, via a press release furnished as Exhibit 99.1.

Effective October 30, 2025, senior management began using a new Investor Presentation, furnished as Exhibit 99.2, in meetings with shareholders and potential investors. The materials were provided under Item 7.01 and are furnished, not filed, under the Exchange Act.

Vivakor, Inc. reported that its lender converted $400,000 of a junior secured convertible promissory note into 3,923,492 shares of common stock on October 23, 2025.

The note was originally issued on March 17, 2025 with a $6,625,000 principal amount, and the company received $5,000,000 of funding on March 18, 2025. This transaction reduces the note’s principal by $400,000 and increases the company’s outstanding equity base.

The shares were issued without a Rule 144 restrictive legend based on a legal opinion provided to the company and its transfer agent. The issuance was made pursuant to the Section 4(a)(2) private offering exemption, with the holder identified as an accredited investor.