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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 24, 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)
(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.
| Item 1.01 |
Entry
Into Material Definitive Agreement. |
On October 24, 2025, Vivakor, Inc. (the
“Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with institutional
investors (the “Purchasers”), pursuant to which the Company agreed to issue and sell to the Purchasers in a registered
direct offering (A) an aggregate of 10,909,090 shares (the “Shares”) of common stock, par value $0.001 per share (the
“Common Stock”), of the Company, at an offering price of $0.22 per share, and (B) 5,000,000 pre-funded warrants (the
“Pre-Funded Warrants”) in lieu of shares of Common Stock, at an offering price of $0.219 (such registered direct
offering, the “Offering”) for aggregate gross proceeds of approximately $3.5 million, before deducting Offering expenses
payable by the Company, including the Placement Agent’s commissions and fees. The Company intends to use the net proceeds from
the Offering for working capital and general corporate purposes. The Offering closed on October 27, 2025.
The Pre-Funded Warrants are immediately exercisable
and may be exercised at a nominal consideration of $0.001 per share of Common Stock at any time until all of the Pre-Funded Warrants are
exercised in full.
The Pre-Funded Warrants contain ownership limitations
pursuant to which a holder does not have the right to exercise any portion of their warrants if it would result in the holder (together
with its affiliates) beneficially owning more than 4.99% (or, upon election by the holder prior to the issuance of any warrants, 9.99%)
of the Company’s outstanding Common Stock.
In connection with the Offering, the Company also
entered into a placement agency agreement (the “Placement Agency Agreement”) with D. Boral Capital LLC (the “Placement
Agent”), pursuant to which the Company paid the Placement Agent (i) a cash fee equal to 7% of the aggregate gross proceeds of the
Offering, (ii) one percent (1.0%) of the gross proceeds of the Offering for non-accountable expenses, and (iii) reimbursed the Placement
Agent for certain expenses and legal fees.
The Common Shares, the Pre-Funded Warrants and
the shares of Common Stock underlying the Pre-Funded Warrants were offered pursuant to a “shelf” registration statement on
Form S-3 (File No. 333-269178) that was declared effective by the Securities and Exchange Commission (the “Commission”) on
February 10, 2023 and a prospectus supplement dated October 27, 2025, which was filed with the Commission pursuant to Rule 424(b) under
the Securities Act of 1933, as amended.
The forms of the Purchase Agreement, Placement Agency
Agreement and Pre-Funded Warrant are filed as exhibits to this Current Report on Form 8-K (this “Form 8-K”) and are incorporated
by reference herein.
On October 24, 2025, the Company issued a press
release announcing the pricing of the Offering. A copy of the press release is filed as Exhibit 99.1 to this Form 8-K and is incorporated
herein by reference.
| ITEM 9.01 |
Financial Statements and Exhibits. |
| Exhibit
No. |
|
Title |
| 4.1 |
|
Form
of Pre-Funded Warrant |
| 5.1 |
|
Legal
Opinion of Lucosky Brookman LLP |
| 10.1 |
|
Form
of Securities Purchase Agreement |
| 10.2 |
|
Form
of Placement Agency Agreement |
| 99.1 |
|
Press
Release, dated October 24, 2025 |
| 104 |
|
Cover
Page Interactive Data File (formatted as Inline XBRL). |
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 27, 2025 |
By: |
/s/ James H. Ballengee |
| |
|
Name: |
James H. Ballengee |
| |
|
Title: |
Chairman, President & CEO |
