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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 16, 2025
VIVAKOR, INC.
(Exact name of registrant as specified in its charter)
| Nevada |
|
001-41286 |
|
26-2178141 |
| (State or other jurisdiction of |
|
(Commission |
|
(IRS Employer |
| incorporation or organization) |
|
File Number) |
|
Identification No.) |
5220 Spring Valley Road, Suite 500
Dallas, TX 75254
(Address of principal executive offices)
(949) 281-2606
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock |
|
VIVK |
|
The Nasdaq Stock Market LLC (Nasdaq Capital Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 1.01 |
Entry Into Material Definitive Agreement. |
On October 16, 2025, Vivakor, Inc. (the “Company”)
entered into a securities purchase agreement (the “Purchase Agreement”) with institutional investors (the “Purchasers”),
pursuant to which the Company agreed to issue and sell to the Purchasers in a registered direct offering (A) an aggregate of 8,417,645
shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company, at an
offering price of $0.2164 per share, and (B) 14,689,851 pre-funded warrants (the “Pre-Funded Warrants”) in lieu of shares
of Common Stock, at an offering price of $0.2154 (such registered direct offering, the “Offering”) for aggregate gross proceeds
of approximately $5 million, before deducting Offering expenses payable by the Company, including the Placement Agent’s commissions
and fees. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes. The Offering
closed on October 17, 2025.
The
Pre-Funded Warrants are immediately exercisable and may be exercised at a nominal consideration of $0.001 per share of Common Stock at
any time until all of the Pre-Funded Warrants are exercised in full.
The
Pre-Funded Warrants contain ownership limitations pursuant to which a holder does not have the right to exercise any portion of their
warrants if it would result in the holder (together with its affiliates) beneficially owning more than 4.99% (or, upon election by the
holder prior to the issuance of any warrants, 9.99%) of the Company’s outstanding Common Stock.
In
connection with the Offering, the Company also entered into a placement agency agreement (the “Placement Agency Agreement”)
with D. Boral Capital LLC (the “Placement Agent”), pursuant to which the Company
paid the Placement Agent (i) a cash fee equal to 7% of the aggregate gross proceeds of the Offering, (ii) one percent (1.0%) of the gross
proceeds of the Offering for non-accountable expenses, and (iii) reimbursed the Placement Agent for certain expenses and legal fees.
The Common Shares, the Pre-Funded Warrants and
the shares of Common Stock underlying the Pre-Funded Warrants were offered pursuant to a “shelf” registration statement on
Form S-3 (File No. 333-269178) that was declared effective by the Securities and Exchange Commission (the “Commission”) on
February 10, 2023 and a prospectus supplement dated October 16, 2025, which was filed with the Commission pursuant to Rule 424(b)
under the Securities Act of 1933, as amended.
The Purchase Agreement, the Placement Agency Agreement and form of the Pre-Funded
Warrant are filed as exhibits to this Current Report on Form 8-K (this “Form 8-K”) and are incorporated by reference herein.
On
October 16, 2025, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is filed as
Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
| ITEM 9.01 |
Financial Statements and Exhibits. |
| Exhibit No. |
|
Title |
| 4.1 |
|
Form of Pre-Funded Warrant |
| 5.1 |
|
Legal Opinion of Lucosky Brookman LLP |
| 10.1 |
|
Form
of Securities Purchase Agreement |
| 10.2 |
|
Form of Placement Agency Agreement |
| 99.1 |
|
Press Release, dated October 16, 2025 |
| 104 |
|
Cover
Page Interactive Data File (formatted as Inline XBRL). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
VIVAKOR, INC. |
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|
|
| Dated: October 17, 2025 |
By: |
/s/ James H. Ballengee |
| |
|
Name: |
James H. Ballengee |
| |
|
Title: |
Chairman, President & CEO |
