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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): October 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
February 27, 2026, the Company issued a junior secured convertible promissory note (the “Fourth Note”) to J.J. Astor &
Co. (the “J.J. Astor”), in the principal amount of $993,750 (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
$710,000, before fees. The Fourth Note is the final promissory note the Company has outstanding with J.J. Astor.
Between October 29, 2026 and
October 30, 2026, the Company received Notices of Conversion from J.J. Astor converting an aggregate of $500,000 of the amount due under
the Fourth Note into an aggregate of 837,860 shares of the Company’s common stock (the “J.J. Astor Shares”). Pursuant
to the terms of the Fourth 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.
| Item 7.01 |
Regulation FD Disclosure. |
On October 30, 2026, the Company
issued a press release announcing a proposed hydrogen plant and fueling station at a Texas International Airport. 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 November 3, 2026, the Company
issued a press release announcing that it has engaged an international business strategist to assist with the proposed hydrogen plant
and fueling station at a Texas International Airport. 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.
On November 4, 2026, the Company
issued a press release highlighting a potential acquisition by Direct Midstream, a company Vivakor is in negotiations with to acquire.
The full text of the press release is attached to this Current Report on Form 8-K as Exhibit 99.3 and is incorporated herein by reference
in this Item 7.01.
The information contained
in this Item 7.01 and in the accompanying Exhibits 99.1-99.3 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. |
| Exhibit No. |
|
Title |
| 99.1(1) |
|
Press Release dated October 30, 2026 Announcing Proposed Hydrogen Plant and Fueling Station at a Texas International Airport |
| 99.2(1) |
|
Press Release dated November 3, 2026 Announcing Engagement of Business Strategist |
| 99.3(1) |
|
Press Release dated November 4, 2026 Highlighting Potential Acquisition by Direct Midstream, a company Vivakor is in Negotiations to Acquire |
| 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. |
| |
|
|
| Dated: November 4, 2026 |
By: |
/s/ James H. Ballengee |
| |
|
Name: |
James H. Ballengee |
| |
|
Title: |
Chairman, President & CEO |
Exhibit 99.1
Vivakor Announces Proposed Hydrogen Plant and Fueling Station at a Texas International Airport
Covers approximately 12.9 acres, advancing proposed expansion of Vivakor’s energy infrastructure platform
Dallas, TX, Oct. 30, 2026 (GLOBE NEWSWIRE) – Vivakor, Inc. (Nasdaq: VIVK) (“Vivakor” or the “Company”), an integrated provider of energy transportation, storage, reuse and remediation services, today announced receipt of a signed, nonbinding letter of intent (“LOI”) from the operator of a major Texas international airport, to negotiate a lease for approximately 12.9 acres at the airport for a proposed hydrogen production plant and fueling station.
The proposed development would expand Vivakor’s energy infrastructure platform into airport fueling services. The October 14, 2026 LOI also allows for consideration of additional land if necessary.
Vivakor envisions a phased development, beginning with hydrogen and compressed natural gas (“CNG”) fueling infrastructure. The proposed facility would support the airport operator’s planned acquisition of 10 hydrogen-powered buses while providing CNG fueling capabilities for its existing vehicles. Additional airport transportation and airline ground support vehicles represent potential future applications.
A second phase would involve the proposed development of an on-site hydrogen production plant using airport-generated organic waste, including food waste and sewage sludge, as potential feedstock. The concept would connect waste generated by airport operations with hydrogen fuel used in those same operations, creating opportunities to expand production and distribution as demand develops.
The proposed project would extend Vivakor’s environmental services strategy into an additional transportation fuel market, building on the resource recovery focus of its Remediation Processing Center initiative.
“This is a significant new opportunity that our team has been working to advance for some time,” said James H. Ballengee, Chairman and Chief Executive Officer of Vivakor. “The proposed development connects an initial airport fueling need with our longer-term vision of recovering value from waste to produce transportation fuel. We look forward to working with the airport operator to advance lease discussions, site planning and required approvals.”
The proposed lease and development remain subject to negotiation of definitive agreements, Federal Aviation Administration (“FAA”) approval, required airport reviews and written approvals, and compliance with applicable local, environmental and safety requirements.
About Vivakor, Inc.
Vivakor, Inc. is an integrated provider of sustainable energy transportation, storage, reuse, and remediation services. 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.
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 or the date of such information in the case of information from persons other than Vivakor, 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 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 Engages International Business Strategist to Advance Proposed Airport Energy Infrastructure Project
Marcela Ronquillo Hinojosa to Support Strategic Partnerships, Financing Opportunities and Development of Hydrogen and CNG Infrastructure
Dallas, TX – GlobeNewswire – November 3, 2026 – Vivakor, Inc. (Nasdaq: VIVK) (“Vivakor” or the “Company”), an integrated provider of energy transportation, storage, reuse and remediation services, today announced the engagement of international business strategist Marcela Ronquillo Hinojosa as a strategic consultant to support the development of the Company’s proposed hydrogen and compressed natural gas (“CNG”) infrastructure project at a major international airport in Texas.
The engagement follows Vivakor’s recent announcement of a nonbinding letter of intent to pursue a long-term lease of approximately 12.9 acres at the airport for the development of hydrogen and CNG fueling infrastructure, with potential future expansion into hydrogen production using airport-generated organic waste.
Ms. Ronquillo Hinojosa brings more than 20 years of experience in international business development, strategic partnerships and sustainable infrastructure. In her consulting role, she is expected to assist Vivakor in developing strategic relationships, identifying prospective financing opportunities and coordinating partnerships to support the advancement of the proposed airport project.
“Developing a project of this scale requires strong strategic partnerships and access to capital,” said James Ballengee, Chairman, President and Chief Executive Officer of Vivakor. “Marcela brings extensive international relationships and experience connecting businesses, financial institutions and government stakeholders. We believe her involvement will help us establish the commercial and financial relationships necessary to move this initiative forward.”
Ms. Ronquillo Hinojosa is the Founder and Chief Executive Officer of NewSpace Capital LLC, which develops and structures sustainable infrastructure initiatives, and Earth Carbon LLC, which focuses on ecosystem conservation and carbon market development. She also serves as Vice President of COMENER, the Mexican Energy Council, and previously served as Executive Director of EarthX Latin America, where she facilitated collaboration among corporations, governments and international organizations on sustainability initiatives.
“Vivakor’s proposed airport energy infrastructure project presents an exciting opportunity to bring together sustainable energy solutions and strategic investment,” said Ms. Ronquillo Hinojosa. “I look forward to leveraging my relationships and experience to help establish partnerships, identify financing opportunities and support the long-term success of this initiative.”
About Vivakor, Inc.
Vivakor, Inc. is an integrated provider of sustainable energy transportation, storage, reuse, and remediation services. 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.co
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 or the date of such information in the case of information from persons other than Vivakor, 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 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 99.3
Vivakor Highlights Direct Midstream’s New Mexico Operating Agreement as Proposed Acquisition Advances
Conditional agreement covering 52 wells could generate more than $2 million in annual service revenue for Direct Midstream at targeted operating levels
Dallas, TX,
Nov. 04, 2026 (GLOBE NEWSWIRE) – Vivakor, Inc. (Nasdaq: VIVK) (“Vivakor” or the “Company”), an
integrated provider of energy transportation, storage, reuse and remediation services, today highlighted a new commercial
opportunity at Direct Midstream, LLC (“Direct Midstream”), the subject of Vivakor’s previously announced proposed
$40 million acquisition. As announced today on Direct Midstream’s website, Direct Midstream has entered into a conditional
agreement with Phoenix Energy Solutions, LLC (“PES”) to operate a portfolio of 52 oil production and saltwater disposal
wells in New Mexico.
The agreement would expand Direct Midstream’s existing New Mexico operations and add oil production operating services to its produced water management and disposal capabilities. Direct Midstream estimates the opportunity could generate more than $2 million in annual operating and management service revenue once targeted operating levels are achieved, subject to final fee arrangements.
The portfolio, which PES is in the process of acquiring, is currently described as 44 oil production wells and eight saltwater disposal wells, subject to verification. PES projects production could reach approximately 1,000 barrels of oil per day within 12 months of commencing operations, with associated produced water volumes of approximately 6,000 barrels per day. PES would retain ownership of the assets and oil production revenue, while Direct Midstream would provide operating and management services.
“Direct Midstream’s continued commercial development reinforces the strategic rationale for our proposed acquisition,” said James Ballengee, Chairman, President and Chief Executive Officer of Vivakor. “This opportunity would broaden Direct’s service capabilities and create an additional source of recurring service revenue. We believe these capabilities would complement Vivakor’s transportation, terminaling and remediation businesses as we work toward a definitive acquisition agreement.”
As announced on October 23, 2026, Vivakor completed its due diligence review of Direct Midstream. The proposed acquisition would add a Permian Basin platform that includes 17 saltwater disposal facilities and nine fresh water and brine stations, with approximately 11.5 million barrels per month of permitted disposal capacity. Direct Midstream’s produced water, disposal, oil reclamation and oilfield waste services would also support Vivakor’s Remediation Processing Center strategy.
Commencement of services under Direct Midstream’s agreement with PES remains subject to PES completing its asset acquisition, applicable regulatory approvals, required permits, bonding and insurance, and execution of an agreed fee and budget schedule. Production, water volumes and revenue estimates are projections and are not guaranteed.
Vivakor’s proposed acquisition of Direct Midstream remains subject to execution of a definitive purchase agreement, funding of the contemplated capital investment and other applicable conditions. There can be no assurance that a definitive agreement will be executed or that the acquisition will be completed.
About Direct Midstream
Direct Midstream is a provider of midstream energy and fluid management services serving oil and gas operators throughout the Permian Basin. The company’s services include saltwater disposal, produced water management, oil recovery and reclamation, slop oil processing and related oilfield waste services. Direct Midstream utilizes Class II UIC wells, automation and advanced monitoring systems to support safe, efficient and environmentally responsible operations.
For more information, please
visit the website: https://directmidstream.com
About Vivakor, Inc.
Vivakor, Inc. is an integrated provider of sustainable energy transportation, storage, reuse, and remediation services. 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.co
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 or the date of such information in the case of information from persons other than Vivakor, 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 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
