9.2M Vivakor (NASDAQ: VIVK) shares issued on note conversion

Rhea-AI Filing Summary

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.

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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): January 16, 2026

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)

(469) 480-7175

(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:

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 3.02 Unregistered Sales of Equity Securities

As previously reported, between June 6, 2025 and June 9, 2025, Vivakor, Inc. (the “Company”) issued convertible promissory notes (the “Lender Notes”), to seven non-affiliated accredited investors (the “Lenders”), in the aggregate principal amount of $5,117,647.06 in connection with a Securities Purchase Agreement entered into by and between the Company and the Lenders (the “Lender SPA”). Under the terms of the Lender SPA and the Lender Notes, the Company received $4,350,000 prior to deducting customary fees.

On January 16, 2026, the Company received Notices of Conversion from two of the Lenders converting a total of $41,165 of the amounts due under the Lender Notes into 9,215,789 shares of the Company’s common stock (the “Lender Shares”). Pursuant to the terms of the Lender Notes and the Notices of Conversion, the Company issued the Lender Shares. The Lender Shares were issued without a Rule 144 restrictive legend pursuant to legal opinions received by the Company and its transfer agent. The issuances of the foregoing securities were exempt from registration pursuant to Section 4(a)(2) of the Securities Act promulgated thereunder as the holder is an accredited investor and familiar with our operations.

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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.
Dated: January 23, 2026	By:	/s/ James H. Ballengee
		Name:	James H. Ballengee
		Title:	Chairman, President & CEO

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FAQ

What did Vivakor (VIVK) disclose in this 8-K filing?

Vivakor disclosed that two accredited lenders converted $41,165 of amounts due under previously issued convertible promissory notes into 9,215,789 shares of its common stock.

How many Vivakor shares were issued upon note conversion?

The company issued 9,215,789 shares of common stock to two lenders as a result of the conversion of amounts due under the lender notes.

What was the original size of Vivakor’s convertible notes financing?

The lender notes had an aggregate principal amount of $5,117,647.06, and Vivakor received $4,350,000 before customary fees under the related Securities Purchase Agreement.

On what date did the Vivakor note conversion occur?

Vivakor received the lenders’ Notices of Conversion and effected the conversion on January 16, 2026.

Were the new Vivakor shares issued with resale restrictions?

The lender shares were issued without a Rule 144 restrictive legend, based on legal opinions provided to Vivakor and its transfer agent.

Under what exemption were the Vivakor securities issuances made?

The issuances were made under the Section 4(a)(2) exemption of the Securities Act, as the holders are accredited investors familiar with Vivakor’s operations.