Vivakor (Nasdaq: VIVK) swaps convertible notes for new common shares

Q: What did Vivakor (VIVK) report about its August 12, 2025 convertible note?

Vivakor reported that the holder of its August 12, 2025 convertible promissory note converted $135,328 of principal and interest into 139,513 common shares on August 3, 2026. Following this transaction, all amounts due under that note have been paid in full.

Q: How many Vivakor (VIVK) shares were issued to J.J. Astor under the Second Note?

J.J. Astor & Co. converted an aggregate $1,199,342.24 due under the junior secured convertible note into 1,160,000 shares of Vivakor common stock. These conversions occurred between July 29 and August 3, 2026 pursuant to notices of conversion.

Q: What are the key terms of Vivakor (VIVK)’s Second Note with J.J. Astor?

Vivakor issued J.J. Astor a junior secured convertible promissory note on July 9, 2025 with a $5,940,000 principal amount. Under the related Loan and Security Agreement, Vivakor received $4,400,000 in funding before fees when this Second Note was issued.

Q: Were the new Vivakor (VIVK) shares issued in registered offerings?

The new Vivakor common shares were issued in exempt private placements and not under a registration statement. The company cites Section 4(a)(2) of the Securities Act , and notes the shares were issued without a Rule 144 restrictive legend based on a legal opinion.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Vivakor, Inc. describes recent conversions of outstanding convertible debt into shares of common stock. An accredited investor holding a convertible promissory note originally issued on August 12, 2025 with a principal amount of $647,059 converted $135,328 of principal and interest into 139,513 common shares on August 3, 2026, after which all amounts due under that note have been paid.

J.J. Astor & Co., holder of a junior secured convertible promissory note issued on July 9, 2025 with a $5,940,000 principal amount, delivered conversion notices between July 29 and August 3, 2026. These converted an aggregate $1,199,342.24 due under the note into 1,160,000 common shares. Both sets of shares were issued without a Rule 144 restrictive legend and in private placements exempt from registration under Section 4(a)(2) of the Securities Act to accredited investors familiar with Vivakor’s operations.

Filing Explained

The conversions create completed share issuance and dilution; only the first note is stated fully paid, while the Second Note’s full-payment status remains undisclosed.

The filing reports completed share issuance from the disclosed debt conversions, making the event an issuance rather than merely a conversion right; the new shares reduce existing holders’ percentage ownership absent offsetting changes.

The company states that all amounts due under the first note have been paid, while it does not make that statement for the Second Note. The reported Second Note conversion therefore does not establish that the note has been fully extinguished.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Key Figures

First Note principal amount: $647,059 First Note amount converted: $135,328 Shares issued on First Note conversion: 139,513 shares +5 more

8 metrics

First Note principal amount $647,059 Convertible promissory note issued August 12, 2025

First Note amount converted $135,328 Converted into common stock on August 3, 2026

Shares issued on First Note conversion 139,513 shares Common stock issued to the accredited investor

Second Note principal amount $5,940,000 Junior secured convertible promissory note issued July 9, 2025

Second Note amount converted $1,199,342.24 Aggregate amount converted between July 29 and August 3, 2026

Shares issued on Second Note conversions 1,160,000 shares Common stock issued to J.J. Astor & Co.

Proceeds from First Note $550,000 Cash received before fees when First Note was issued

Proceeds from Second Note $4,400,000 Cash received before fees when Second Note was issued

Key Terms

convertible promissory note, junior secured convertible promissory note, Rule 144 restrictive legend, Section 4(a)(2) of the Securities Act, +2 more

6 terms

convertible promissory note financial

"the Company issued a convertible promissory note (the Note) to an accredited investor"

A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.

junior secured convertible promissory note financial

"the Company issued a junior secured convertible promissory note (the Second Note) to J.J. Astor & Co."

Rule 144 restrictive legend regulatory

"The Holder’s Shares were issued without a Rule 144 restrictive legend pursuant to a legal opinion"

Section 4(a)(2) of the Securities Act regulatory

"securities were exempt from registration pursuant to Section 4(a)(2) of the Securities Act"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

Loan and Security Agreement financial

"in relation to a Loan and Security Agreement by and between the Company, its subsidiaries, and J.J. Astor"

A loan and security agreement is a legal contract that sets out the amount, repayment schedule, interest and the rules a borrower must follow, and it names specific assets a lender can claim if the borrower fails to pay. Think of it like a mortgage or car loan where the lender holds a claim on collateral until the debt is repaid. Investors care because it determines a company’s repayment priorities, borrowing costs, operational limits and how easily creditors can seize assets in distress, all of which affect equity value and credit risk.

accredited investor regulatory

"the holder is an accredited investor and familiar with our operations"

An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.

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

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Available on EDGAR 08/04/2026 - 05:21 PM Accepted by SEC EDGAR 08/04/2026 - 05:20 PM

FAQ

What did Vivakor (VIVK) report about its August 12, 2025 convertible note?

Vivakor reported that the holder of its August 12, 2025 convertible promissory note converted $135,328 of principal and interest into 139,513 common shares on August 3, 2026. Following this transaction, all amounts due under that note have been paid in full.

How many Vivakor (VIVK) shares were issued to J.J. Astor under the Second Note?

J.J. Astor & Co. converted an aggregate $1,199,342.24 due under the junior secured convertible note into 1,160,000 shares of Vivakor common stock. These conversions occurred between July 29 and August 3, 2026 pursuant to notices of conversion.

What are the key terms of Vivakor (VIVK)’s Second Note with J.J. Astor?

Vivakor issued J.J. Astor a junior secured convertible promissory note on July 9, 2025 with a $5,940,000 principal amount. Under the related Loan and Security Agreement, Vivakor received $4,400,000 in funding before fees when this Second Note was issued.

Were the new Vivakor (VIVK) shares issued in registered offerings?

The new Vivakor common shares were issued in exempt private placements and not under a registration statement. The company cites Section 4(a)(2) of the Securities Act, and notes the shares were issued without a Rule 144 restrictive legend based on a legal opinion.

What time period do the Vivakor (VIVK) note conversions cover?

The accredited investor’s August 12, 2025 note was partially converted on August 3, 2026. Conversions under the July 9, 2025 junior secured note held by J.J. Astor occurred between July 29 and August 3, 2026, according to the reported notices of conversion.

How much did Vivakor (VIVK) originally receive from the two convertible notes?

From the August 12, 2025 convertible note, Vivakor received $550,000 before fees. From the July 9, 2025 junior secured convertible note with J.J. Astor, the company received $4,400,000 before fees, tied to a Loan and Security Agreement with its subsidiaries.

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 29, 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)

☐	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, 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 August 3, 2026, the Company received a Notice of Conversion (the “Holder’s Notice of Conversion”) from the Holder converting $135,328 of the principal amount and interest due under the Note into 139,513 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. With this conversion all amounts due to the Holder under the Note have been paid.

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.

Between July 29, 2026 and August 3, 2026, the Company received Notices of Conversion from J.J. Astor converting an aggregate of $1,199,342.24 of the amount due under the Second Note into an aggregate of 1,160,000 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.

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: August 4, 2026	By:	/s/ James H. Ballengee
		Name:	James H. Ballengee
		Title:	Chairman, President & CEO

Source: View Original Filing on SEC EDGAR

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