Vivakor holders back reverse split, Nasdaq grants extension

Vivakor, Inc. reported results from its 2025 annual stockholder meeting and an update on its Nasdaq listing status.

Accepted by SEC EDGAR 09/17/2025 - 05:22 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Vivakor, Inc. reported results from its 2025 annual stockholder meeting and an update on its Nasdaq listing status. Stockholders elected four directors — James Ballengee, John Harris, Albert Johnson and Michael Thompson — and approved several equity-related proposals, including J.J. Astor Stock Issuances, Notes Stock Issuances, Preferred Stock Issuances, a Reverse Stock Split, the MEL/ET Transaction, ratification of Urish Popeck & Co., LLC as auditor for the year ending December 31, 2025, and a non-binding advisory vote approving executive compensation. A quorum was present, with 30,286,353 shares voted out of 48,051,097 shares outstanding and entitled to vote. Vivakor also disclosed that Nasdaq granted an additional 180 days, through March 16, 2026, for the company to regain compliance with the minimum $1 bid price requirement, and its shares continue to trade on the Nasdaq Capital Market under the symbol VIVK.

Positive

• None.

Negative

• Nasdaq bid-price deficiency persists: Vivakor has not yet regained compliance with Nasdaq’s $1 minimum bid requirement and received only a temporary extension to March 16, 2026.
• Potential share-structure impact: Stockholders approved multiple stock issuances and a Reverse Stock Split, creating scope for significant changes in share count and trading dynamics if these approvals are implemented.

Insights

Equity & Listing Standards Analyst

Vivakor wins key shareholder approvals but remains under Nasdaq bid-price pressure.

Vivakor obtained strong shareholder support at its 2025 annual meeting. All director nominees were elected, and investors approved multiple stock-related proposals, including J.J. Astor, Notes, and Preferred Stock issuances, a Reverse Stock Split, and ratification of the MEL/ET Transaction and auditor for the year ending December 31, 2025.

The approval of a Reverse Stock Split provides a tool the company can use to address its stock price, which had stayed below the $1 minimum bid for 30 consecutive business days as of March 17, 2025. These authorizations can materially affect share structure and future dilution depending on how they are implemented.

Nasdaq has granted an additional 180 days, until March 16, 2026, for Vivakor to regain compliance by maintaining a closing bid of at least $1 per share for ten consecutive business days. The stock continues to trade on the Nasdaq Capital Market, but the extension underscores that the company’s listing depends on successfully lifting and sustaining its share price within this new compliance window.

8-K Event Classification

4 items: 5.07, 7.01, 8.01, 9.01

4 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Vivakor, Inc. (VIVK) announce in this 8-K filing?

Vivakor reported the voting results from its 2025 annual meeting of stockholders and disclosed that Nasdaq granted an additional 180 days, through March 16, 2026, for the company to regain compliance with the exchange’s minimum bid price requirement.

Were Vivakor (VIVK) directors re-elected at the 2025 annual meeting?

Yes. James Ballengee, John Harris, Albert Johnson, and Michael Thompson were elected to the board of directors, each receiving over 29.9 million votes for their election.

Did Vivakor shareholders approve the Reverse Stock Split proposal?

Yes. The proposal to approve a Reverse Stock Split, as described in the proxy materials, was adopted with 30,068,828 votes for, 187,892 votes against, and 29,633 abstentions.

What equity-related proposals did Vivakor (VIVK) stockholders approve?

Stockholders approved the J.J. Astor Stock Issuances, Notes Stock Issuances, and Preferred Stock Issuances, as well as ratification of the MEL/ET Transaction, each as detailed in the proxy materials.

How many Vivakor shares were represented at the 2025 annual meeting?

A total of 30,286,353 shares were voted at the meeting out of 48,051,097 shares issued, outstanding, and entitled to vote, establishing a valid quorum.

What is Vivakor’s current status with Nasdaq listing standards?

Vivakor received a Nasdaq letter granting an additional 180 days, until March 16, 2026, to regain compliance with the $1 minimum bid price rule. The company’s common stock continues to trade on the Nasdaq Capital Market under the symbol VIVK.

Did Vivakor shareholders approve executive compensation at the 2025 meeting?

Yes. On a non-binding advisory basis, stockholders approved the compensation of the company’s named executive officers, with 30,113,969 votes for, 118,485 against, and 53,899 abstentions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): September 11, 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 Rd. 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 5.07 Submission of Matters to a Vote of Security Holders.

On September 11, 2025, Vivakor, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). The total shares voted at the meeting were 30,286,353 out of a total number of 48,051,097 shares issued and outstanding and entitled to vote at the Annual Meeting, meaning greater than 50% of the shares of common stock outstanding and entitled to vote at the Annual Meeting were present in person or by proxy thereby constituting a quorum. The results of the matters voted on by the Company’s stockholders are set forth immediately below.

Proposal 1

Election of the four nominees to the Company’s board of directors:

Name		Votes For				Votes Against				Withheld				Percentage Voted For
James Ballengee			30,245,927				0				40,426				62.95	%
John Harris			30,173,247				0				113,106				62.79	%
Albert Johnson			29,963,223				0				323,130				62.36	%
Michael Thompson			30,001,918				0				284,435				62.44	%

Proposal 2

Approval of the J.J. Astor Stock Issuances, as detailed in the proxy materials:

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
30,097,856		65,897		122,600		—

Proposal 3

Approval of the Notes Stock Issuances, as detailed in the proxy materials:

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
30,079,955		66,421		139,977		—

Proposal 4

Approval of the Preferred Stock Issuances, as detailed in the proxy materials:

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
30,025,451		126,759		134,143		—

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Proposal 5

Ratification of the MEL/ET Transaction, as detailed in the proxy materials:

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
30,081,244		130,423		74,686		—

Proposal 6

Approval of the Reverse Stock Split, as detailed in the proxy materials:

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
30,068,828		187,892		29,633		—

Proposal 7

Ratification of the selection of Urish Popeck & Co., LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025:

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
30,239,502		10,232		36,619		—

Proposal 8

Approval, on a non-binding advisory basis, the compensation of the Company’s named executive officers:

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
30,113,969		118,485		53,899		—

On the basis of the above votes, (i) James Ballengee, John Harris, Albert Johnson and Michael Thompson were elected as members of the Board; (ii) the proposal to approve J.J. Stock Issuances was adopted, (iii) the proposal to approve the Notes Stock Issuances was adopted; (iv) the proposal to approve the Preferred Stock Issuances was approved, (v) the proposal to ratify the MEL/ET Transaction was adopted, (vi) the proposal to approve the Reverse Stock Split was adopted, (vii) the proposal to ratify the selection of Urish Popeck & Co., LLC as the Company’s independent registered public accountant for the fiscal year ending December 31, 2025 was adopted; and (viii) the proposal to approve on a non-binding advisory basis, the compensation of the Company’s named executive officers was adopted.

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Item 7.01 Regulation FD Disclosure.

On September 17, 2025, Vivakor issued a press release announcing Nasdaq’s approval of an extension of time, through March 16, 2026, for the Company to regain compliance with Nasdaq’s listing rules as described in Item 8.01 of this Form 8-K. The full text of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference in this Item 7.01.

The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 is deemed to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. 

Item 8.01 Other Events.

On September 16, 2025, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it would be afforded an additional 180 calendar days (or until March 16, 2026) to regain compliance with Nasdaq’s minimum bid price requirement.

As previously disclosed, on March 18, 2025, the Company received an initial letter from the Nasdaq Listing Qualifications Department stating that, for the preceding 30 consecutive business days (through March 17, 2025), the closing bid price of the Company’s common stock had been below the minimum of $1 per share required for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). The initial letter stated that the Company would be afforded an initial 180-day period (until September 15, 2025) to regain compliance. The initial letter also stated that, in the event the Company did not regain compliance within the initial 180-day period, the Company might be eligible for an additional 180-day period to do so. Although the Company did not regain compliance within the initial 180-day period, Nasdaq determined that the Company was eligible for the additional 180-day period to regain compliance.

In order to regain compliance, the closing bid price of the Company’s common stock must be at least $1 per share for a minimum of ten consecutive business days during the additional 180-day period (ending March 16, 2026). The Company intends to consider all available options to regain compliance with the Nasdaq listing standards.

The Nasdaq notification has no effect at this time on the listing of the Company’s common stock, which will continue to trade uninterrupted under the symbol “VIVK.”

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Exhibit
99.1		Press Release Announcing Nasdaq Granting Extension of Time to Regain Compliance, issued September 17, 20251
104		Cover Page Interactive Data File (formatted as Inline XBRL document).

¹ Exhibit is furnished and not filed, as described in Item 7.01.

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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: September 17, 2025	By:	/s/ James Ballengee
		Name:	James Ballengee
		Title:	Chief Executive Officer, President and Chairman of the Board

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