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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): September 2, 2026
VIVAKOR, INC.
(Exact name of registrant as specified in its charter)
| Nevada |
|
001-41286 |
|
26-2178141 |
|
(State or other jurisdiction of
incorporation or organization) |
|
(Commission
File Number) |
|
(IRS Employer
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) |
| |
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| ☐ |
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.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Current Report on Form
8-K or this Report contains forward-looking statements. Any and all statements contained in this Report that are not statements of historical
fact may be deemed forward-looking statements. Terms such as “may,” “might,” “would,” “should,”
“could,” “project,” “estimate,” “pro-forma,” “predict,” “potential,”
“strategy,” “anticipate,” “attempt,” “develop,” “plan,” “help,”
“believe,” “continue,” “intend,” “expect,” “future” and terms of similar import
(including the negative of any of the foregoing) may be intended to identify forward-looking statements. However, not all forward-looking
statements may contain one or more of these identifying terms. Forward-looking statements in this Report may include, without limitation,
statements regarding the plans and objectives of management for future operations.
The forward-looking statements
are not meant to predict or guarantee actual results, performance, events or circumstances, and may not be realized because they are based upon our current projections, plans, objectives, beliefs,
expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences, many of which we
have no control over. Actual results and the timing of certain events and circumstances may differ materially from those described by
the forward-looking statements as a result of these risks and uncertainties.
Readers are cautioned not
to place undue reliance on forward-looking statements because of the risks and uncertainties related to them. We disclaim any obligation
to update the forward-looking statements contained in this Report to reflect any new information or future events or circumstances or
otherwise, except as required by law.
| 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 September 2, 2026, the
Company received a Notice of Conversion from one of the Lenders converting a total of $15,647.05 of the amounts due under the Lender Notes
into 40,116 shares of the Company’s common stock (the “Lender Shares”). Pursuant to the terms of the Lender Notes and
the Notice of Conversion, the Company issued the Lender Shares. The Lender 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.
As previously reported, on
July 9, 2025, the Company issued a junior secured convertible promissory note (the “Second Note”) to J.J. Astor & Co.
(the “J.J. Astor”), in the principal amount of $5,940,000 (the “Principal Amount”), in relation to a Loan and
Security Agreement by and between the Company, its subsidiaries, and J.J. Astor (the “Loan Agreement”). The Company received
$4,400,000, before fees.
On September 2, 2026, the
Company received a Notice of Conversion from J.J. Astor converting an aggregate of $250,000 of the amount due under the Second Note into
an aggregate of 603,555 shares of the Company’s common stock (the “J.J. Astor Shares”). Pursuant to the terms of the
Second Note and the Notices of Conversion, the Company issued the J.J. Astor Shares. The J.J. Astor 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.
| Item 7.01 |
Regulation FD Disclosure. |
On September 3, 2026, the
Company issued a press release announcing an extension of the previously announced special dividend of shares of Adapti, Inc. (“Adapti”)
common stock held by the Company, from September 5, 2026 to January 29, 2027. 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 9.01 |
FINANCIAL STATEMENTS AND EXHIBITS. |
| Exhibit
No. |
|
Title |
| 99.1(1) |
|
Press Release dated September 3, 2026 Announcing Extension of Special Dividend |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline
XBRL). |
| (1) |
Exhibit is furnished and not filed, as described in Item 7.01. |
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 9, 2026 |
By: |
/s/
James H. Ballengee |
| |
|
Name: |
James
H. Ballengee |
| |
|
Title: |
Chairman,
President & CEO |
Exhibit 99.1
Vivakor Provides Update on Special Dividend of Adapti Shares
Dallas, TX – GlobeNewswire – September 3, 2026 – Vivakor, Inc. (Nasdaq: VIVK) (“Vivakor” or the “Company”), an integrated provider of energy transportation, storage, reuse and remediation services, today provided an update regarding its previously announced special dividend of shares of Adapti, Inc. (“Adapti”) common stock held by the Company.
Vivakor has engaged securities counsel to prepare and file the registration statement required to facilitate the distribution of the Adapti shares to eligible Vivakor shareholders. To allow sufficient time to complete the required registration process, the Company has extended the payment date for the special dividend from September 5, 2026 to January 29, 2027.
The special dividend will be paid to holders of record of Vivakor common shares as of September 5, 2025, the previously announced ex-dividend date. All other terms of the previously announced special dividend remain unchanged, and no action is required by eligible shareholders at this time.
“We remain committed to completing the distribution of the Adapti shares to our eligible shareholders,” said James Ballengee, Chairman, President and Chief Executive Officer of Vivakor. “We have engaged securities counsel to prepare the required registration statement and are actively working to complete the necessary regulatory process. Extending the payment date to January 29, 2027 provides the additional time necessary to complete these requirements and effect the distribution.”
About Vivakor, Inc.
Vivakor, Inc. is an integrated provider of sustainable energy transportation, storage, reuse, and remediation services. Its corporate mission is to develop, acquire, accumulate, and operate assets, properties, and technologies in the energy sector. Vivakor’s integrated facilities assets provide crude oil, storage, transportation, reuse, and remediation services under long-term contracts. Once operational, Vivakor’s interest in oilfield waste remediation facilities will facilitate the recovery, reuse, and disposal of petroleum byproducts and oilfield waste products.
For more information, please visit our website: http://vivakor.co
Cautionary Statement Regarding Forward-Looking Statements
This news release may contain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements. Forward-looking statements may be identified but not limited by the use of the words “anticipates,” “expects,” “intends,” “plans,” “should,” “could,” “would,” “may,” “will,” “believes,” “estimates,” “potential,” or “continue” and variations or similar expressions. Our actual results may differ materially and adversely from those expressed in any forward-looking statements as a result of various factors and uncertainties, including, but not limited to, the expected transaction and ownership structure, the valuation of the transaction, the likelihood and ability of the parties to successfully and timely consummate planned acquisitions, the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect Vivakor or the expected benefits of the such transaction, our ability to maintain the listing of our securities on The Nasdaq Capital Market, the parties failure to realize the anticipated benefits of pending transactions, disruption and volatility in the global currency, capital, and credit markets, changes in federal, local and foreign governmental regulation, changes in tax laws and liabilities, tariffs, legal, regulatory, political and economic risks, our ability to successfully develop products, rapid change in our markets, changes in demand for our future products, and general economic conditions.
These risks and uncertainties include, but are not limited to, risks and uncertainties discussed in Vivakor’s filings with the U.S. Securities and Exchange Commission, which factors may be incorporated herein by reference. Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond our control. All information set forth herein speaks only as of the date hereof in the case of information about Vivakor or the date of such information in the case of information from persons other than Vivakor, and we disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding the industries and markets are based on sources we believe to be reliable; however, there can be no assurance these forecasts and estimates will prove accurate in whole or in part.
Investor Contact:
P:469-480-7175
info@vivakor.com
