Vivakor (NASDAQ: VIVK) extends convertible debt, links conversions to relisting

Rhea-AI Filing Summary

Vivakor, Inc. entered Forbearance and Note Amendment Agreements with seven accredited investors holding its convertible promissory notes. The notes were originally issued for aggregate principal of $5,117,647.06, from which the company received $4,350,000 before fees. Vivakor has satisfied approximately $2,874,854 of principal and currently owes about $2,242,793.

The agreements extend the notes’ maturity to January 31, 2027, require scheduled cash payments through that date, and provide for the issuance of 56,167,665 restricted common shares. Conversions under the notes are not permitted unless Vivakor misses these payments or fails to be re-listed on Nasdaq by February 28, 2026, subject to extension while a reverse stock split is being completed.

Positive

• Debt maturity extension and structured payoff: Vivakor extends the maturity of its outstanding convertible notes to January 31, 2027 and agrees a clear schedule of cash payments, giving more time and visibility to retire approximately $2.24 million owed.

Negative

• Significant equity dilution via 56.2 million shares: The company will issue 56,167,665 restricted common shares to the noteholders, which materially expands the share count and may dilute existing shareholders’ ownership percentages.
• Conversion risk tied to payments and Nasdaq relisting: Conversions are blocked only so long as Vivakor meets the new payment schedule and is re-listed on Nasdaq by February 28, 2026, creating potential downside if either condition is not met.

Insights

Capital structure and credit analyst

Vivakor restructures convertible debt with large share issuance and tighter conditions.

Vivakor has renegotiated its convertible promissory notes totaling $5,117,647.06 in original principal. It has already satisfied about $2,874,854 and owes roughly $2,242,793. The new agreements push the maturity to January 31, 2027 and lay out staged payoff amounts through that date.

A key element is the issuance of 56,167,665 restricted common shares to the lenders, which materially increases the equity base and may dilute existing holders. Conversions on the notes are blocked unless Vivakor misses the new payment schedule or fails to regain a Nasdaq listing by February 28, 2026, with a potential extension while a reverse stock split is in process.

Overall, the arrangement provides more time to settle the remaining note balance but does so at the cost of significant equity issuance and conditions linked to both cash payments and a successful Nasdaq re-listing. Actual impact on ownership and trading liquidity will depend on future lender and market behavior.

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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): January 30, 2026

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)

(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 1.01. Entry into a Material Definitive Agreement.

Forbearance Agreements

As previously reported, between June 6, 2025 and June 9, 2025, Vivakor, Inc. (the “Company”) issued convertible promissory notes (the “Lender Notes”), to seven non-affiliated accredited investors (the “Lenders”), in the aggregate principal amount of $5,117,647.06 in connection with a Securities Purchase Agreement entered into by and between the Company and the Lenders (the “Lender SPA”). Under the terms of the Lender SPA and the Lender Notes, the Company received $4,350,000 prior to deducting customary fees.

On January 30, 2026, the Company entered into Forbearance and Note Amendment Agreements (the “Agreements”) with the each of the seven investors. As of the date the Agreements were entered into the Company owes approximately $2,242,793 under the Lender Notes, having satisfied approximately $2,874,854 of the aggregate principal amount since the Lender Notes were issued. Under the terms of the Agreements, (i) the parties agreed to extend the maturity date of the Lender Notes until January 31, 2027; (ii) the Company agreed to issue an aggregate of 56,167,665 shares of its restricted common stock (the “Agreement Shares”); (iii) the Company agreed to pay the following aggregate amounts to payoff the Lender Notes: $378,433.25 on or before March 1, 2026, $396,414.53 on or before April 30, 2026, $258,903.84 on or before June 30, 2026, $454,796.89 on or before July 31, 2026, $17,433.25 on or before September 30, 2026, $356,193.98 on or before October 31, 2026, $372,627.23 on or before January 31, 2027; and (iv) no conversions will be permitted under the Lender Notes unless the Company either fails to pay the Lender Notes in accordance with the above payment terms or the Company fails to get re-listed on Nasdaq on or before February 28, 2026, which date will be extended if the only requirement for the Company to get re-listed is the completion of a reverse stock split of the Company’s common stock so long as the Company is in the process of completing the reverse stock split.

Item 1.01 of this Current Report on Form 8-K contains only a brief description of the material terms of, and does not purport to be a complete description of, the rights and obligations of the parties to the agreements in connection with the Agreements, and such description is qualified in its entirety by reference to the full text of the Form of Forbearance and Note Amendment Agreement and its exhibits are attached hereto as Exhibit 10.1.

Item 3.02 Unregistered Sales of Equity Securities

As set forth in Item 1.01, the Company entered into the Agreements and will issue the Agreement Shares. The Agreement Shares were issued as restricted stock with a standard Rule 144 restrictive legend. The issuances of the foregoing securities were exempt from registration pursuant to Section 4(a)(2) of the Securities Act promulgated thereunder as the Lenders are accredited investors and familiar with our operations, as set forth in the Agreements.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Exhibit
10.1		Form of Forbearance and Note Amendment Agreement with Lenders entered into on January 30, 2026
104		Cover Page Interactive Data File (formatted as Inline XBRL document).

1

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

2

FAQ

What debt did Vivakor (VIVK) restructure in the January 2026 8-K?

Vivakor restructured convertible promissory notes originally issued between June 6 and June 9, 2025, with aggregate principal of $5,117,647.06. The company had received $4,350,000 before fees and has since satisfied about $2,874,854 of that principal.

How much does Vivakor (VIVK) still owe on its convertible notes?

As of the new agreements, Vivakor owes approximately $2,242,793 under the convertible promissory notes. This remaining balance follows satisfaction of about $2,874,854 of the original $5,117,647.06 aggregate principal issued to seven accredited investors.

What new payment schedule did Vivakor (VIVK) agree to for the notes?

Vivakor agreed to pay specified aggregate amounts on seven dates between March 1, 2026 and January 31, 2027. These payments, including $378,433.25 by March 1, 2026 and $372,627.23 by January 31, 2027, are intended to fully pay off the outstanding convertible notes.

How many new shares will Vivakor (VIVK) issue under the forbearance agreements?

Vivakor will issue an aggregate of 56,167,665 shares of its restricted common stock to the lenders. These “Agreement Shares” carry a standard Rule 144 restrictive legend and were issued in reliance on the Section 4(a)(2) exemption for accredited investors.

Under what conditions can Vivakor’s (VIVK) lenders convert their notes?

No conversions are permitted if Vivakor pays the notes according to the new schedule and is re-listed on Nasdaq by February 28, 2026. Conversions become allowed if the company misses payments or fails to regain its Nasdaq listing, with date extensions possible while a reverse split is in process.

What is the new maturity date for Vivakor’s (VIVK) convertible promissory notes?

The maturity date of Vivakor’s convertible promissory notes has been extended to January 31, 2027. This later date, combined with scheduled cash payments, sets a longer timeframe for the company to fully satisfy the approximately $2.24 million still owed.