How did Vivakor treat the regulatory status of the new share issuances?

Vivakor states that the shares issued to the lender were delivered without a Rule 144 restrictive legend based on a legal opinion, and that the issuances were exempt from registration under Section 4(a)(2) of the Securities Act because the holder is an accredited investor familiar with the company’s operations.

Did Vivakor indicate any ownership limit related to these share issuances?

Vivakor noted that the shares issued to J.J. Astor & Co., together with other issuances by the company, did not exceed 5% of Vivakor’s outstanding stock since it filed its Form 10-Q for the period ended June 30, 2025.

Vivakor (NASDAQ: VIVK) converts $700,000 note into 5,235,602 shares

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Vivakor, Inc. reports that lender J.J. Astor & Co. has converted $700,000 of the principal on its junior secured convertible note into 5,235,602 shares of Vivakor common stock. This note, issued on March 17, 2025 with a principal amount of $6,625,000, previously provided the company with $5,000,000 in loan proceeds.

The lender had already converted $200,000 of principal into 720,072 shares and another $200,000 into 1,084,011 shares, and had received 250,000 commitment shares, with all such issuances stated as not exceeding 5% of Vivakor’s outstanding stock since the June 30, 2025 quarterly report. The shares issued to the lender were delivered without a Rule 144 restrictive legend based on a legal opinion, and the company states that the issuance was exempt from registration under Section 4(a)(2) of the Securities Act as a private placement to an accredited investor.

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.

Understanding 8-K Material Events →

10/03/2025 - 05:04 PM

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 29, 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 Road, Suite 500

Dallas, TX 75254

(Address of principal executive offices)

(949) 281-2606

(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 March 17, 2025, Vivakor, Inc. (the “Company”), issued a junior secured convertible promissory note (the “Initial Note”) to J.J. Astor & Co. (the “Lender”), in the principal amount of $6,625,000 (the “Principal Amount”), in relation to a Loan and Security Agreement by and between the Company, its subsidiaries, and the Lender (the “Loan Agreement”). The Company received $5,000,000, before fees. The Company received the funds on March 18, 2025.

On September 29, 2025, the Company received a Notice of Conversion from the Lender converting $700,000 of the Principal Amount of the Initial Note into 5,235,602 shares of the Company’s common stock . The Lender previously converted $200,000 of the Principal Amount into 720,072 shares of the Company’s common stock and $200,000 of the Principal Amount into 1,084,011 shares of the Company’s common stock, and issued the Lender the 250,000 shares due as Commitment Shares under the Initial Note, but these issuances, together with other issuances by the Company, did not exceed 5% of the Company’s outstanding stock since the Company filed its Form 10-Q for the period ended June 30, 2025 (all shares issued to the Lender listed herein are referred to as the “Shares”) Pursuant to the terms of the Initial Note and the Notice of Conversions, 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 was 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: October 3, 2025	By:	/s/ James H. Ballengee
		Name:	James H. Ballengee
		Title:	Chairman, President & CEO

Source: View Original Filing on SEC EDGAR

FAQ

What did Vivakor (VIVK) disclose in this 8-K filing?

Vivakor disclosed that J.J. Astor & Co. converted $700,000 of principal from a junior secured convertible note into 5,235,602 shares of Vivakor common stock, under a previously issued $6,625,000 note.

How much has J.J. Astor & Co. converted under the Vivakor note so far?

The lender converted $700,000 of principal into 5,235,602 shares in the latest transaction, after prior conversions of $200,000 into 720,072 shares and another $200,000 into 1,084,011 shares, plus 250,000 commitment shares.

What are the key terms of the Vivakor junior secured convertible note?

The junior secured convertible promissory note issued to J.J. Astor & Co. has a principal amount of $6,625,000 and is governed by a Loan and Security Agreement between Vivakor, its subsidiaries, and the lender. Vivakor received $5,000,000 in proceeds at issuance before fees.

Who is the lender in Vivakor’s convertible note transaction?

The lender under Vivakor’s junior secured convertible promissory note and related Loan and Security Agreement is J.J. Astor & Co.