[8-K] Vivakor, Inc. Reports Material Event

Rhea-AI Filing Summary

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.

Insights

Capital structure analyst

Debt is partially converted into equity, reducing note principal while increasing share count.

Vivakor previously issued a junior secured convertible promissory note with a principal amount of $5,940,000, receiving $4,400,000 in cash under an amended loan and security agreement. On January 12, 2026, the lender converted $50,000 of that principal into 11,904,762 common shares, which shifts a portion of the obligation from debt to equity.

This conversion decreases the remaining principal on the note by $50,000 but increases the company’s outstanding common shares, with potential dilution for existing holders depending on the overall share base. The shares were issued without a Rule 144 restrictive legend and relied on the Section 4(a)(2) exemption for an accredited investor, so actual market impact will depend on any future decisions by the holder to sell these freely tradeable shares.

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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 12, 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, on July 9, 2025, Vivakor, Inc. (the “Company”), issued a junior secured convertible promissory note (the “Second Note”) to J.J. Astor & Co. (the “Lender”), in the principal amount of $5,940,000 (the “Principal Amount”), in relation to an amended Loan and Security Agreement by and between the Company, its subsidiaries, and the Lender (the “Amended Loan Agreement”). The Company received $4,400,000, before fees. The Company received the funds on July 15, 2025.

On January 12, 2026, the Company received a Notice of Conversion from the Lender converting $50,000 of the Principal Amount of the Second Note into 11,904,762 shares of the Company’s common stock (the “Shares”). Pursuant to the terms of the Second Note and the Notice of Conversion, the Company issued the Shares. The Shares were issued without a Rule 144 restrictive legend pursuant to a legal opinion 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 16, 2026	By:	/s/ James H. Ballengee
		Name:	James H. Ballengee
		Title:	Chairman, President & CEO

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