Vivakor, Inc. SEC Filings

Vivakor, Inc. notified investors that it will file its Quarterly Report on Form 10-Q for the period ended June 30, 2026 later than the prescribed due date for smaller reporting companies of August 14, 2026. The company cites delays in completing its financial statements and related disclosures and is still compiling information and reviewing the financial statements for inclusion in the report. Vivakor anticipates filing the report within the five-day extension period permitted under Rule 12b-25, but explicitly notes there can be no assurance it will meet that timeframe. The company expects results for the quarter to differ significantly from the prior-year period, with higher total revenues and gross profit, lower operating expenses driven by reduced depreciation and amortization, and a reduced net loss attributable to Vivakor, Inc., also affected by changes in interest expense and unrealized gains and losses on marketable securities.

Vivakor, Inc. reported recent conversions of existing convertible debt into common stock and disclosed an early-stage strategic step toward a possible business combination. One lender converted $65,280 of Lender Notes into 103,619 shares of common stock, issued without a Rule 144 restrictive legend under a Section 4(a)(2) exemption. J.J. Astor & Co. converted an additional $475,000 of a junior secured convertible note into 741,830 shares of common stock, also issued without a restrictive legend under Section 4(a)(2). Vivakor and M2i Global, Inc. executed a non-binding Indication of Interest to negotiate, over an initial 30-day period, a potential equity-exchange acquisition of M2i by Vivakor and other possible structures focused on U.S. critical minerals supply chains. The IOI is largely non-binding and any transaction would depend on further negotiations, due diligence, definitive agreements, approvals and customary conditions.

Vivakor, Inc. describes recent conversions of outstanding convertible debt into shares of common stock. An accredited investor holding a convertible promissory note originally issued on August 12, 2025 with a principal amount of $647,059 converted $135,328 of principal and interest into 139,513 common shares on August 3, 2026, after which all amounts due under that note have been paid.

J.J. Astor & Co., holder of a junior secured convertible promissory note issued on July 9, 2025 with a $5,940,000 principal amount, delivered conversion notices between July 29 and August 3, 2026. These converted an aggregate $1,199,342.24 due under the note into 1,160,000 common shares. Both sets of shares were issued without a Rule 144 restrictive legend and in private placements exempt from registration under Section 4(a)(2) of the Securities Act to accredited investors familiar with Vivakor’s operations.

Vivakor, Inc. reported that several holders of its outstanding convertible debt elected to convert portions of their notes into common stock. Between July 21 and July 24, 2026, an accredited investor converted amounts due under a previously issued $647,059 convertible note into 371,000 shares of common stock.

Between July 23 and July 25, 2026, seven non-affiliated accredited investors converted $448,120 under aggregate $5,117,647.06 in Lender Notes into 448,038 shares. Over July 21 to July 27, 2026, J.J. Astor & Co. converted $1,477,500 of a junior secured $5,940,000 Second Note into 1,631,014 shares. These shares were issued without Rule 144 restrictive legends under Section 4(a)(2) exemptions.

Vivakor also highlighted growth in its crude oil marketing business. Two new recurring physical crude programs are expected to add about $384 million of annualized commercial activity, increasing the announced marketing platform to more than $1.09 billion, while VST recognizes only a small percentage as gross profit. Separately, all capital funding commitments under the Monarch Remediation & Processing I, LLC joint venture have been fulfilled, allowing commissioning activities to begin at the Houston Remediation Processing Center in Harris County, Texas as the facility prepares for commercial operations.

Vivakor, Inc. reported an amendment to its May 2026 institutional financing under which investors agreed to fund the second $6.0 million tranche of a note purchase in exchange for maintaining a $0.37 floor price after a 1‑for‑20 reverse stock split effective July 17, 2026. The notes carry $15.0 million principal, reflecting a 20% original issuance discount on $12.0 million of gross proceeds, and are paired with a standby equity purchase agreement allowing one investor to buy up to $100.0 million of common stock through formula‑priced advances capped at 4.99% of outstanding shares.

The company also disclosed partial conversions of earlier convertible notes, including $28,545 of a 2025 note into 33,000 shares and $27,680 of lender notes into 32,000 shares, issued without Rule 144 legends under Section 4(a)(2) of the Securities Act. Separately, subsidiary Vivakor Supply & Trading agreed to four recurring crude‑oil purchase and sale transactions totaling 300,000 barrels per month (3.6 million annually), expected to support about $289.2 million in annualized commercial activity and bringing announced recurring programs to roughly $709 million and 8.1 million barrels of annual marketed volumes based on current market prices.

Vivakor, Inc. is registering for resale up to 40,686,375 shares of common stock, including 40,540,542 shares issuable upon conversion of $15,000,000 of convertible promissory notes at a floor price of $0.37 per share and 145,833 already outstanding shares. All shares may be sold from time to time by selling stockholders; the company will receive no proceeds from these resales.

Common stock outstanding was 9,153,189 shares as of June 24, 2026 and would be 49,693,731 shares assuming full issuance of the registered shares, indicating substantial potential dilution. Separately, Vivakor entered into a private financing with notes carrying a 20% original issue discount and a $100 million standby equity purchase agreement.

The company describes itself as being in an unsound financial condition, with an accumulated deficit of approximately $205 million and an auditor going-concern explanatory paragraph. Operations are heavily tied to the volatile oil and gas sector, with significant customer concentration and material weaknesses in internal control over financial reporting.

Vivakor, Inc. is implementing a 1-for-20 reverse stock split of its common stock, approved by stockholders and effected through a Certificate of Amendment filed in Nevada. The reverse split is intended to increase the per-share trading price and support continued listing on the Nasdaq Capital Market.

The split is expected to become effective at the opening of trading on July 17, 2026, with shares continuing to trade under the symbol VIVK and a new CUSIP 92852R601. Each 20 shares of issued and outstanding common stock will be combined into 1 share, reducing outstanding shares from approximately 13,344,000 to approximately 667,200, while authorized shares remain unchanged. No fractional shares will be issued; stockholders otherwise entitled to a fraction will receive one whole share.

Vivakor, Inc. entered into Amendment No. 1 to its Debt Satisfaction and Preferred Stock Amendment Agreement. The parties agreed to reinstate the 6% annual dividend on the Series A Preferred Stock from April 30, 2026 to April 29, 2027 and to issue previously suspended dividend shares for the April 30, 2026, July 31, 2026, and October 31, 2026 periods. In exchange, Ballengee Holdings, LLC agreed to extinguish $500,000 owed under a May 23, 2024 promissory note. The company agreed to issue an aggregate of 3,740,586 restricted common shares as dividend payments on the Series A Preferred Stock, including 1,445,349 shares to entities controlled by CEO James Ballengee. The parties also provided for a future share “true up” for the July 31, 2026 and October 31, 2026 dividend periods.