false
0001450704
0001450704
2025-09-29
2025-09-29
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 |
