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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): June 30, 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 Rd. 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:
| 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 5.07 |
Submission
of Matters to a Vote of Security Holders. |
On
June 30, 2026, Vivakor, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”).
The total votes voted at the meeting were 3,350,087 votes out of a total number of 4,779,302 votes outstanding and entitled to vote at
the Annual Meeting, meaning greater than 50% of the votes outstanding and entitled to vote at the Annual Meeting were present in person
or by proxy thereby constituting a quorum. The results of the matters voted on by the Company’s stockholders are set forth immediately
below.
Proposal
1
Election
of the four nominees to the Company’s board of directors:
| Name | |
Votes For | | |
Votes Against | | |
Withheld | | |
Percentage
Voted For | |
| James Ballengee | |
| 2,652,690 | | |
| -0- | | |
| 174,095 | | |
| 93.84 | % |
| John Harris | |
| 2,660,656 | | |
| -0- | | |
| 166,129 | | |
| 94.12 | % |
| Albert Johnson | |
| 2,660,998 | | |
| -0- | | |
| 165,787 | | |
| 94.14 | % |
| Michael Thompson | |
| 2,672,570 | | |
| -0- | | |
| 154,215 | | |
| 94.54 | % |
Proposal
2
Approval
of the May 2026 Financing Stock Issuances, as detailed in the proxy materials:
| Votes For | |
Votes Against | |
Votes Abstained | |
Broker Non-Votes |
| 2,657,432 | |
168,727 | |
626 | |
523,302 |
Proposal
3
Approval
of the Ballengee Stock Issuances, as detailed in the proxy materials:
| Votes For | |
Votes Against | |
Votes Abstained | |
Broker Non-Votes |
| 2,647,309 | |
179,227 | |
249 | |
523,302 |
Proposal
4
Approval
of the Consultant Stock Issuances, as detailed in the proxy materials:
| Votes For | |
Votes Against | |
Votes Abstained | |
Broker Non-Votes |
| 2,658,124 | |
168,193 | |
468 | |
523,302 |
Proposal
5
Approval
of the J.J. Astor Stock Issuances, as detailed in the proxy materials:
| Votes For | |
Votes Against | |
Votes Abstained | |
Broker Non-Votes |
| 2,647,805 | |
167,602 | |
11,378 | |
523,302 |
Proposal
6
Approval
of the Reverse Stock Split, as detailed in the proxy materials:
| Votes For |
|
Votes Against |
|
Votes Abstained |
|
Broker Non-Votes |
| 2,905,377 |
|
443,424 |
|
1,286 |
|
-0- |
Proposal
7
Ratification
of the selection of Urish Popeck & Co., LLC as the Company’s independent registered public accounting firm for the fiscal year
ending December 31, 2026:
| Votes For |
|
Votes Against |
|
Votes Abstained |
|
Broker Non-Votes |
| 3,045,111 |
|
301,812 |
|
3,164 |
|
-0- |
Proposal
8
Approval,
on a non-binding advisory basis, the compensation of the Company’s named executive officers:
| Votes For |
|
Votes Against |
|
Votes Abstained |
|
Broker Non-Votes |
| 2,643,801 |
|
181,381 |
|
1,603 |
|
523,302 |
Proposal
9
Approval
of the Plan Amendment, as detailed in the proxy materials:
| Votes For |
|
Votes Against |
|
Votes Abstained |
|
Broker Non-Votes |
| 2,655,614 |
|
169,145 |
|
2,026 |
|
523,302 |
On
the basis of the above votes, (i) James Ballengee, John Harris, Albert Johnson and Michael Thompson were elected as members of the Board;
(ii) the proposal to approve May 2026 Financing Stock Issuances was adopted, (iii) the proposal to approve the Ballengee Stock Issuances
was adopted; (iv) the proposal to approve the Consultant Stock Issuances was approved, (v) the proposal to approve the J.J. Astor Stock
Issuances was adopted, (vi) the proposal to approve the Reverse Stock Split was adopted, (vii) the proposal to ratify the selection of
Urish Popeck & Co., LLC as the Company’s independent registered public accountant for the fiscal year ending December 31,
2026 was adopted; (viii) the proposal to approve on a non-binding advisory basis, the compensation of the Company’s named executive
officers was adopted, and (ix) the proposal to approve the Plan Amendment was adopted.
| Item 7.01 |
Regulation
FD Disclosure. |
On
June 25, 2026, Vivakor issued a press release announcing a new recurring crude oil transaction through the Enterprise Products Cushing
Terminal. 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.
On
June 30, 2026, Vivakor, Inc. (the “Company”) issued a press release announcing that the Company had reset the payment date
for its special dividend of shares of Adapti, Inc. the Company owns to September 5, 2026. The full text of the press release is attached
to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference in this Item 7.01.
The
information contained in this Item 7.01 and in the accompanying Exhibits 99.1 and 99.2 are 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. |
(d)
Exhibits.
| Exhibit
No. |
|
Exhibit |
| 10.1 |
|
Amended 2025 Equity and Incentive Plan |
| 99.1(1) |
|
Press Release Announcing New Crude Oil Transaction through Pershing Terminal, issued June 25, 2026 |
| 99.2(1) |
|
Press Release Announcing Reset of Dividend Payment Date for Adapti Shares to September 5, 2026 |
| 104 |
|
Cover Page Interactive
Data File (formatted as Inline XBRL document). |
|
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:
June 30, 2026 |
By: |
/s/
James Ballengee |
| |
|
Name: |
James
Ballengee |
| |
|
Title: |
Chief
Executive Officer, President and Chairman of the Board |
Exhibit 99.1
Vivakor
Expands Annualized Contracted Revenue to
Approximately $420 Million with New Cushing Crude Oil Transaction
Latest Supply & Trading Agreement Represents Significant Progress Toward
Company’s Long-Term Objective of $1 Billion in Annualized Commercial Activity
Dallas, TX – GlobeNewswire – June 25, 2026 – Vivakor, Inc. (Nasdaq: VIVK) (“Vivakor” or the “Company”), an integrated provider of energy transportation, storage, reuse, and remediation services, today announced that its commodities trading platform, Vivakor Supply & Trading, LLC (“VST”), has entered into a new recurring crude oil transaction covering approximately 100,000 barrels of WTI crude oil per month through the Enterprise Products Cushing Terminal.
The agreement is scheduled to commence in August 2026 and continue through July 2027. Based on expected volumes and current market pricing, the transaction is anticipated to generate approximately $7.5 million in revenue per month, representing approximately $90 million in annualized gross revenue. The arrangement further expands VST’s recurring commercial activity in the Cushing market, one of North America’s most important crude oil trading hubs, and reflects Vivakor’s continued execution of its integrated infrastructure and supply & trading strategy.
Including this transaction, Vivakor estimates that its recurring contracted commercial activities and announced supply and trading arrangements now represent approximately $420 million in annualized contracted revenue opportunities based on current pricing assumptions and expected volumes. The Company believes this milestone reflects the continued growth of its integrated infrastructure and supply & trading platform and represents meaningful progress toward its long-term objective of $1 billion in annualized commercial activity.
Since the beginning of 2026, Vivakor has announced multiple recurring crude oil marketing and supply agreements across key domestic producing and trading regions, including Cushing, the Bakken, and the Permian Basin. Management believes this growing portfolio of recurring commercial relationships strengthens the Company’s revenue visibility while increasing utilization across its infrastructure platform.
“This transaction further strengthens our commercial presence in one of North America’s most important crude oil trading hubs,” said James Ballengee, Chairman and Chief Executive Officer of Vivakor. “Cushing remains a critical market for crude oil storage, transportation, and pricing, and we continue to see opportunities to expand recurring commercial activity through our growing supply and trading platform.”
Ballengee continued, “With annualized contracted revenue opportunities now approaching $420 million, we continue to make meaningful progress toward the long-term objectives of our commercial trading platform . We believe the momentum generated by our expanding supply and trading activities demonstrates the scalability of our business model and the growing value of our integrated infrastructure network.”
Consistent with standard commodity trade transactions, VST will generally recognize a small percentage of total contract value as its revenue on the relevant transaction, reflecting its role as an intermediary within the physical commodity supply chain. Actual revenue recognized by VST will vary based on market conditions, commodity pricing, transaction structure, and volumes delivered.
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
Exhibit 99.2
Vivakor Resets Payment Date of Special Dividend to September 5, 2026
Dallas, TX – GlobeNewswire – June 30, 2026 – Vivakor, Inc. (Nasdaq: VIVK) (“Vivakor” or the “Company”), an integrated provider of energy transportation, storage, reuse, and remediation services, today announced that it has reset the payment date of its previously announced special dividend to September 5, 2026.
The payment date has been extended to September 5, 2026. The record date and all other terms of the previously announced special dividend remain unchanged, and no action is required by eligible shareholders.
The extension provides additional time to complete the administrative and regulatory steps necessary to facilitate the distribution of the dividend. The Company continues to work diligently toward completing the process and currently expects the distribution to occur on or before September 5, 2026.
Based on Vivakor’s shares outstanding as of the previously announced record date, and excluding the shares held by the Company’s Chairman, President and Chief Executive Officer and former Chief Financial Officer, who waived their right to participate in the dividend, eligible shareholders will receive approximately 0.0074 shares of Adapti, Inc. (OTCID: ADTI) common stock for each share of Vivakor common stock held as of the record date.
Vivakor currently holds approximately 206,595 shares of Adapti, Inc.
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
