[8-K] Vivakor, Inc. Reports Material Event

Rhea-AI Filing Summary

Vivakor, Inc. (VIVK) reported additional conversions of existing convertible debt into common stock. A lender converted $150,000 of principal from a junior secured convertible note dated March 2025 into 1,855,861 shares on November 14, 2025, and a further $150,000 into 2,354,788 shares on November 18, 2025.

Separately, ClearThink Capital Partners converted $323,528 of principal and interest on a May 2025 convertible note into 3,921,551 shares. All shares were issued without Rule 144 restrictive legends based on legal opinions, and the issuances were treated as exempt private offerings under Section 4(a)(2) of the Securities Act to accredited investors familiar with the company’s operations.

Insights

Capital structure and dilution analyst

Vivakor converts debt to equity, reducing note balances while issuing new shares.

Vivakor converted portions of two convertible notes into equity, exchanging debt obligations for common stock. From the March 2025 junior secured convertible note with a principal amount of $6,625,000, the lender converted a total of $300,000 into 4,210,649 shares across two November 2025 conversions. This reduces the outstanding principal on that note by the same cash amount.

From the May 2025 ClearThink Capital note with a principal amount of $294,117.65, the company reported conversion of $323,528 of principal and interest into 3,921,551 shares. All shares were issued without Rule 144 restrictive legends under Section 4(a)(2), implying they may be freely tradable by the accredited holders, subject to applicable rules. The overall effect is less debt on the balance sheet and more shares outstanding, with the eventual impact depending on how these holders manage their positions over time.

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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): November 14, 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 3.02 Unregistered Sales of Equity Securities

As previously reported, on March 17, 2025, Vivakor, Inc. (the “Company”), issued a junior secured convertible promissory note (the “Initial Note”) to J.J. Astor & Co. (the “Lender”), in the principal amount of $6,625,000 (the “Principal Amount”), in relation to a Loan and Security Agreement by and between the Company, its subsidiaries, and the Lender (the “Loan Agreement”). The Company received $5,000,000, before fees. The Company received the funds on March 18, 2025.

On November 14, 2025 and November 18, 2025, the Company received Notices of Conversion from the Lender each converting $150,000 of the Principal Amount of the Initial Note into 1,855,861 and 2,354,788 shares of the Company’s common stock (the “Shares”), respectively. Pursuant to the terms of the Initial Note and the Notices of Conversion, the Company issued the Shares. The 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.

As previously reported, on May 13, 2025, the Company, issued a convertible promissory note (the “CT Note”) to ClearThink Capital Partners, LLC. (the “CT Partners”), in the principal amount of $294,117.65 (the “Principal Amount”), in relation to a Loan and Security Agreement by and between the Company, its subsidiaries, and the Lender (the “Loan Agreement”). The Company received $250,000, before fees. The Company received the funds on May 14, 2025.

On November 14, 2025, the Company received a Notice of Conversion (the “CT Notice of Conversion”) from CT Partners converting $323,528 of the Principal Amount and interest due under the CT Note into 3,921,551 shares of the Company’s common stock (the “CT Shares”). Pursuant to the terms of the CT Note and the CT Notice of Conversion, the Company issued the CT Shares. The CT 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: November 19, 2025	By:	/s/ James H. Ballengee
		Name:	James H. Ballengee
		Title:	Chairman, President & CEO

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FAQ

What did Vivakor (VIVK) announce in this 8-K filing?

Vivakor disclosed that holders of two previously issued convertible promissory notes elected to convert portions of their debt (including interest in one case) into shares of the companys common stock in November 2025.

How much of Vivakors March 2025 junior secured convertible note was converted?

The lender converted $150,000 of principal into 1,855,861 shares on November 14, 2025 and another $150,000 into 2,354,788 shares on November 18, 2025, reducing that notes principal by a total of $300,000.

What are the key terms of Vivakors March 2025 junior secured convertible note?

Vivakor issued this note to J.J. Astor & Co. with a $6,625,000 principal amount, receiving $5,000,000 in proceeds before fees on March 18, 2025, under a Loan and Security Agreement with the company and its subsidiaries.

What conversion occurred under Vivakors May 2025 ClearThink Capital note?

On November 14, 2025, ClearThink Capital Partners converted $323,528 of principal and interest under the May 2025 convertible note into 3,921,551 shares of Vivakor common stock.

Were the newly issued Vivakor shares subject to Rule 144 restrictions?

The shares issued upon both conversions were issued without a Rule 144 restrictive legend, based on legal opinions provided to Vivakor and its transfer agent.

Under what exemption were the Vivakor share issuances made?

The securities issuances were treated as exempt from registration under Section 4(a)(2) of the Securities Act, as the holders are accredited investors familiar with Vivakors operations.

Does this 8-K indicate Vivakor raised new cash?

The events described relate to conversion of existing notes into equity; the company had earlier received cash proceeds when the notes were originally issued in March and May 2025.