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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): July 15, 2026
VIVAKOR, INC.
(Exact name of registrant as specified in its charter)
| Nevada |
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001-41286 |
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26-2178141 |
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(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)) |
| |
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| ☐ |
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, including the closing of the Membership Interest
Purchase Agreement disclosed below, 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 1.01 |
Entry Into Material Definitive Agreement. |
As previously reported, on
May 8, 2026, Vivakor, Inc. (the “Company”) entered into a financing transaction with certain institutional investors (the
“Investors”) under the terms of a Securities Purchase Agreement (the “SPA”) to issue and sell to each of the Investors
promissory notes (the “Notes”), for aggregate gross proceeds to the Company of up to $12.0 million (the “Purchase Price”),
before deducting fees to the placement agent, RBW Capital Partners LLC (a division of Dawson James Securities, Inc.) (“RBW”),
and other expenses payable by the Company in connection with the offering (the “Offering”). The Notes have a principal amount
of $15,000,000 (the “Principal Amount”), which consists of the Purchase Price plus $3,000,000 representing a 20% original
issuance discount.
Pursuant to the SPA, the first
half of the Purchase Price ($6,000,000) was paid in connection with the initial closing date (the “First Closing”), and second
half of the Purchase Price ($6,000,000) was paid on July 16, 2026 (the “Second Closing”). The First Closing and Second Closing
were conducted through the terms of an escrow agreement with a third-party escrow agent.
Under the terms of the SPA,
the Company registered for resale all shares of its common stock that may be issued upon conversion of the Notes with respect to the First
Closing and the Second Closing under the terms of a Registration Statement on Form S-1, which went effective with the SEC on July 16,
2026.
As previously reported, in
addition to the SPA and the Note, on May 7, 2026, the Company entered into a standby equity purchase agreement (the “SEPA”)
with one of the Investors (the “SEPA Investor”), under which the SEPA Investor has committed to purchase from the Company
up to $100,000,000 of shares of the Company’s common stock in an equity line of credit (the “Equity Line”). Subject
to the terms and conditions of the SEPA, the Company has the right from time to time at its discretion until the first day of the month
following the 36-month period after the date of the SEPA (or earlier in the event the SEPA Investor shall have made payment of $100 million
in Advances), to direct the SEPA Investor to purchase a specified amount of shares of common stock (each such sale, an “Advance”)
by delivering written notice to the SEPA Investor (each, an “Advance Notice”). While there is no mandatory minimum amount
for any Advance, it may not exceed the lesser of (i) an amount equal to one hundred percent (100%) of the average of the Daily Traded
Amount (as defined in the SEPA) during the five consecutive Trading Days immediately preceding an Advance Notice, (ii) 30% of the Daily
Traded Amount (as defined in the SEPA) and (iii) $1 million, and may not exceed 4.99% of the issued and outstanding shares of common stock.
The shares of common stock purchased pursuant to an Advance will be purchased at a price equal to 94% of the lowest VWAP of the common
stock during the three Trading Days following the applicable notice date. The Company may also deliver intraday purchase notices to the
Investor, and the common stock purchased pursuant to an intraday Advance will be purchased at a price equal to 98% of the lowest traded
price of the common stock during the intraday pricing period, as determined pursuant to the terms of the SEPA.
On July 15, 2026, the Company
and the Investors entered into an Amendment No. 1 to the SPA, the Notes, and the SEPA (the “Amendment No. 1”), under which
the Investors agreed to fund the Second Closing in return for the Company agreeing to maintain the $0.37 floor price in the investment
documents after the Company’s 1-for-20 reverse stock split that went effective July 17, 2026.
This summary is not a complete
description of all of the terms of the Amendment No. 1 and is qualified in its entirety by reference to the full text of the Amendment
No. 1 a form of which is filed as Exhibits 10.1 hereto, which is incorporated by reference into this Item 1.01.
| Item 3.02 |
Unregistered Sales of Equity Securities. |
As previously reported, on
August 12, 2025, the Company issued a convertible promissory note (the “Note”), to an accredited investor (the “Holder”),
in the principal amount of $647,059. The Company received $550,000, before fees.
On July 21, 2026, the Company
received a Notice of Conversion (the “Holder’s Notice of Conversion”) from one of the Holder converting an aggregate
of $28,545 of the principal amount and interest due under the Notes into 33,000 shares of the Company’s common stock (the “Holder’s
Shares”). Pursuant to the terms of the Note and the Holder’s Notice of Conversion, the Company issued the Holder’s Shares.
The Holder’s 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, between
June 6, 2025 and June 9, 2025, 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 July 21, 2026, the Company
received a Notice of Conversion from a Lender converting $27,680 of the amounts due under the Lender Notes into 32,000 shares of the
Company’s common stock (the “Lender Shares”), respectively. 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
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 July 21, 2026, the Company
issued a press release announcing its subsidiary, Vivakor Supply & Trading, LLC (“VST”), executed four new recurring physical
crude oil purchase and sale transactions with two commercial counterparties. 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 |
| 10.1 |
|
Amendment No. 1 to Securities Purchase Agreement, Convertible Notes and SEPA dated July 15, 2026 |
| 99.1(1) |
|
Press Release dated July 21, 2026 Announcing the Closing of Four New Crude Oil Purchase and Sale Transactions |
| 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. |
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|
|
| Dated: July 21, 2026 |
By: |
/s/
James H. Ballengee |
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|
Name: |
James H. Ballengee |
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|
Title: |
Chairman, President & CEO |
Exhibit 99.1
VIVAKOR EXPANDS PHYSICAL CRUDE OIL MARKETING PLATFORM TO OVER
$700 MILLION WITH FOUR NEW RECURRING COMMERCIAL TRANSACTIONS
Four recurring transactions increase marketed volumes to 300,000 barrels per month
(3.6 million barrels annually) and are expected to generate approximately $289 million in
annualized commercial activity based on current market prices.
Dallas, TX – GlobeNewswire – July 21, 2026 – Vivakor, Inc. (Nasdaq: VIVK) (“Vivakor” or the “Company”), through its wholly owned subsidiary Vivakor Supply & Trading, LLC (“VST”), today announced the execution of four recurring physical crude oil purchase and sale transactions with two commercial counterparties. The transactions commence August 1, 2026, and continue through July 31, 2027, with month-to-month renewals thereafter.
The agreements expands VST’s recurring physical crude oil marketing activities across the Cushing and Midland crude oil markets while broadening the Company’s commercial counterparty relationships.
Transaction Summary
| Metric |
|
Details |
| Commercial Counterparties |
|
Two |
| Physical Transactions |
|
Four |
| Monthly Marketed Volume |
|
300,000 barrels |
| Annual Marketed Volume |
|
3.6 million barrels |
| Trading Locations |
|
Enterprise Cushing & Enterprise Midland |
| Contract Term |
|
August 1, 2026 – July 31, 2027, then month-to-month |
| Estimated Monthly Commercial Activity* |
|
~$24.1 million |
| Estimated Annualized Commercial Activity* |
|
~$289.2 million |
| * |
Based on current market pricing assumptions. Actual revenues will vary based on commodity prices, market differentials, delivered volumes and timing. |
Following these transactions, Vivakor has announced recurring commercial programs representing approximately $709 million in annualized commercial activity and approximately 8.1 million barrels of annual marketed crude oil volumes, based on current market pricing assumptions. These recurring commercial programs complement the Company’s transportation, terminaling and storage operations.
“These agreements represent another important milestone for Vivakor Supply & Trading. They increase our recurring marketed volumes, broaden our commercial relationships and further demonstrate our ability to execute our strategy of integrating commodity marketing with our transportation, terminaling and storage assets. We believe continued execution of this strategy will create long-term value for our shareholders.”
Consistent with standard physical commodity marketing transactions, VST only recognizes a small percentage of the total contract value as gross profit, reflecting its role as an intermediary in the physical crude oil supply chain. Accordingly, the gross profit recognized by VST will represent only a portion of the estimated commercial activity described above and will vary based on market conditions, commodity pricing, transaction structure and delivered volumes.
About Vivakor, Inc.
Vivakor, Inc. is an integrated provider of sustainable energy transportation, storage, reuse, and remediation services, operating one of the largest fleets of oilfield trucking services in the continental United States. 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.com
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 and the Endeavor Entities or the date of such information in the case of information from persons other than Vivakor and the Endeavor Entities, 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 Endeavor Entities 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
