Vivakor SEC Filings

Vivakor, Inc. entered into a Forbearance and Note Payment Amendment Agreement with J.J. Astor & Co. on February 5, 2026, extending the maturity date of its junior secured convertible promissory note to January 1, 2027. The Second Note has a principal amount of $5,940,000, for which the Company previously received $4,400,000 in proceeds on July 15, 2025. Under the Agreement, Vivakor also agreed to make specified payments to pay off the Second Note.

Vivakor, Inc. entered Forbearance and Note Amendment Agreements with seven accredited investors holding its convertible promissory notes. The notes were originally issued for aggregate principal of $5,117,647.06, from which the company received $4,350,000 before fees. Vivakor has satisfied approximately $2,874,854 of principal and currently owes about $2,242,793.

The agreements extend the notes’ maturity to January 31, 2027, require scheduled cash payments through that date, and provide for the issuance of 56,167,665 restricted common shares. Conversions under the notes are not permitted unless Vivakor misses these payments or fails to be re-listed on Nasdaq by February 28, 2026, subject to extension while a reverse stock split is being completed.

Vivakor, Inc. is reporting that two accredited lenders have converted a portion of its previously issued convertible promissory notes into common stock. The lenders converted $41,165 of amounts due under lender notes into 9,215,789 shares of Vivakor common stock under a Securities Purchase Agreement originally covering an aggregate principal amount of $5,117,647.06, for which the company had received $4,350,000 before fees. The shares were issued without a Rule 144 restrictive legend based on legal opinions, and the company relied on the Section 4(a)(2) exemption because the lenders are accredited investors familiar with its operations.

Vivakor, Inc. reported that on January 12, 2026 it converted $50,000 of principal from an existing junior secured convertible promissory note into 11,904,762 shares of its common stock. This note, with an original principal amount of $5,940,000, was issued in connection with an amended loan and security agreement under which the company had previously received $4,400,000 in cash proceeds.

The new shares were issued without a Rule 144 restrictive legend based on a legal opinion provided to the company and its transfer agent. The transaction was conducted as an unregistered offering relying on the Section 4(a)(2) exemption under the Securities Act, as the lender is described as an accredited investor familiar with Vivakor’s operations.

Vivakor, Inc. reports a new interim forbearance arrangement and significant note conversions. The company previously issued a secured promissory note for $3,670,160.77 to Cedarview under a loan maturing October 31, 2025. After failing to pay the note as amended, Vivakor entered an Interim Forbearance Agreement on December 31, 2025, under which Cedarview agreed to forbear exercising default rights through January 23, 2026. Vivakor agreed to negotiate a longer-term forbearance by that date that would extend the note’s maturity to January 31, 2027 and include a payment plan and a Confession of Judgment covering all amounts due plus $200,000 of collection expenses.

Separately, between December 31, 2025 and January 7, 2026, holders of earlier issued convertible promissory notes converted $256,690 of principal into 37,886,206 shares of Vivakor common stock, issued without a Rule 144 restrictive legend under an exemption for accredited investors.

Vivakor, Inc. reported that it received a notice from Nasdaq stating the company failed to comply with Nasdaq Listing Rule 5635(d) because its October 24 and October 30, 2025 registered direct offerings of common stock and pre-funded warrants, priced at $0.22 and $0.18 per share, together exceeded 20% of pre-transaction common shares at less than the defined Minimum Price without prior shareholder approval.

The notice has no immediate effect on Vivakor’s Nasdaq Capital Market listing, and the company has 45 days from the notice date to submit a plan, with a possible extension of up to 180 days if accepted, while it seeks shareholder approval for those issuances. Separately, between December 10 and 15, 2025, holders of earlier convertible promissory notes converted $507,172.86 of amounts due into 15,427,519 common shares, following a prior note financing with $5,117,647.06 in aggregate principal where Vivakor received $4,350,000 before fees.

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.