Vivakor discloses Nasdaq rule breach and major share issuances

Rhea-AI Filing Summary

Vivakor, Inc. reported that it received a notice from Nasdaq stating the company failed to comply with Nasdaq Listing Rule 5635(d) because its October 24 and October 30, 2025 registered direct offerings of common stock and pre-funded warrants, priced at $0.22 and $0.18 per share, together exceeded 20% of pre-transaction common shares at less than the defined Minimum Price without prior shareholder approval.

The notice has no immediate effect on Vivakor’s Nasdaq Capital Market listing, and the company has 45 days from the notice date to submit a plan, with a possible extension of up to 180 days if accepted, while it seeks shareholder approval for those issuances. Separately, between December 10 and 15, 2025, holders of earlier convertible promissory notes converted $507,172.86 of amounts due into 15,427,519 common shares, following a prior note financing with $5,117,647.06 in aggregate principal where Vivakor received $4,350,000 before fees.

Insights

Equity & Capital Markets Analyst

Nasdaq rule noncompliance and large equity issuances raise listing and dilution concerns for Vivakor.

Vivakor disclosed that Nasdaq determined the company failed to comply with Listing Rule 5635(d) because its October 24 and October 30, 2025 offerings of common stock and pre-funded warrants, at $0.22 and $0.18 per share, together exceeded 20% of pre-transaction common shares at less than the Minimum Price without prior shareholder approval. The notice itself does not immediately affect trading, but Vivakor has 45 days from the notice date to submit a compliance plan, and Nasdaq may grant up to a 180-day extension if the plan is accepted.

The company intends to seek shareholder approval for the stock issued in those October offerings, yet explicitly notes there are no assurances it will regain compliance with the Shareholder Approval Rule or maintain compliance with all Nasdaq listing standards. In parallel, earlier financing activity is now converting into equity: between June 6 and June 9, 2025, Vivakor issued Lender Notes with $5,117,647.06 aggregate principal and received $4,350,000 before fees, and between December 10 and 15, 2025, lenders converted $507,172.86 of amounts due into 15,427,519 common shares.

These elements combine into a significant increase in the share count from both the October registered direct offerings and the recent note conversions, while the company works to satisfy Nasdaq’s shareholder approval requirements. The ultimate impact depends on whether shareholders approve the prior issuances and whether Vivakor demonstrates ongoing compliance with Nasdaq listing standards in future periods.

8-K Event Classification

2 items: 3.01, 3.02

2 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What Nasdaq issue did Vivakor (VIVK) disclose?

Vivakor disclosed that Nasdaq staff determined the company failed to comply with Nasdaq Listing Rule 5635(d) because its October 24 and October 30, 2025 offerings together exceeded 20% of pre-transaction common shares at less than the defined Minimum Price without prior shareholder approval.

How much stock did Vivakor (VIVK) issue in the October 2025 offerings?

On October 24, 2025, Vivakor agreed to issue 10,909,090 shares of common stock and 5,000,000 pre-funded warrants at an offering price of $0.22 per share, and on October 30, 2025 it agreed to issue 10,600,000 shares of common stock and 3,566,666 pre-funded warrants at an offering price of $0.18 per share.

Does the Nasdaq notice immediately affect Vivakor (VIVK) listing?

No, the notice does not have any immediate effect on Vivakor’s common stock listing on the Nasdaq Capital Market, and the company has 45 calendar days from the notice date to submit a plan to regain compliance, with a possible extension of up to 180 days if the plan is accepted.

How is Vivakor (VIVK) planning to regain compliance with Nasdaq rules?

Vivakor plans to timely submit a plan to Nasdaq to regain compliance and is seeking approval of its shareholders for the issuance of common stock in the October 24 and October 30, 2025 offerings.

How many shares did Vivakor (VIVK) issue from convertible note conversions?

Between December 10, 2025 and December 15, 2025, Vivakor received eight Notices of Conversion from lenders and issued 15,427,519 shares of common stock by converting $507,172.86 of amounts due under its Lender Notes.

How much financing did Vivakor (VIVK) raise through the Lender Notes?

Between June 6, 2025 and June 9, 2025, Vivakor issued convertible promissory notes with an aggregate principal amount of $5,117,647.06 to seven accredited investors and received $4,350,000 before deducting customary fees.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 12/16/2025 - 05:03 PM Learn about SEC filing dates

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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): December 10, 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:

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On December 11, 2025, Vivakor, Inc., a Nevada corporation (the “Company”), received a written notification (the “Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) stating that based on the Staff’s review of the Company’s issuances of shares of common stock and prefunded warrants in connection with the Company’s registered direct offerings conducted in October 2025, the Staff has determined that the Company failed to comply with Nasdaq Listing Rule 5635(d) in relation to certain of the offerings, which requires prior shareholder approval for transactions, other than public offerings, involving the issuance of 20% or more of the pre-transaction shares outstanding at less than the Minimum Price (as defined in Nasdaq Listing Rule 5635(d)(1)(A)) (the “Shareholder Approval Rule”).

As previously disclosed in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”) on October 27, 2025, on October 24, 2025, the Company entered into a Securities Purchase Agreement with certain institutional investors to issue 10,909,090 shares of common stock and 5,000,000 pre-funded warrants at an offering price of $0.22 per share (the “October 24 Offering”). In addition, as previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on October 31, 2025, on October 30, 2025, the Company entered into a Securities Purchase Agreement with certain institutional investors to issue 10,600,000 shares of common stock and 3,566,666 pre-funded warrants at an offering price of $0.18 per share (the “October 30 Offering”).

The Staff’s determination under the Shareholder Approval Rule is based on the Staff’s review of the October 24 Offering and the October 30 Offering, which collectively represent more than 20% of the pre-transaction shares of outstanding common stock at a discount to the applicable Minimum Price.

The Notice does not have any immediate effect on the listing of the Company’s common stock on the Nasdaq Capital Market, and the Company has 45 calendar days from the date of the Notice to submit a plan to regain compliance (the “Plan”). If the Plan is accepted, the Staff can grant an extension of up to 180 calendar days from the date of the Notice to evidence compliance. The Company plans to timely submit a Plan to Nasdaq in response to the Notice and is seeking approval of its shareholders for the issuance of the Company’s common stock in the October 24 Offering and the October 30 Offering. However, there are no assurances that the Company will be able to regain compliance with the Shareholder Approval Rule, or, assuming the Company regains compliance with the Shareholder Approval Rule, that the Company will be able to continue to maintain compliance with all Nasdaq listing standards in the future.

Item 3.02 Unregistered Sales of Equity Securities

As previously reported, between June 6, 2025 and June 9, 2025, 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.

Between December 10, 2025 and December 15, 2025, the Company received eight Notices of Conversion from the Lenders converting a total of $507,172.86 of the amounts due under the Lender Notes into 15,427,519 shares of the Company’s common stock (the “Lender Shares”). Pursuant to the terms of the Lender Notes and the Notices of Conversion, the Company issued the Lender Shares. The Lender 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.

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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: December 16, 2025	By:	/s/ James H. Ballengee
		Name:	James H. Ballengee
		Title:	Chairman, President & CEO

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