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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): April 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 Rd. 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 7.01 |
Regulation FD Disclosure. |
On April 30, 2026, Vivakor,
Inc. (the “Company”) issued a press release announcing that the Company had secured a $72 million crude oil transaction through
its commodities trading platform, Vivakor Supply & Trading. 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 April 30, 2026, Vivakor,
Inc. (the “Company”) issued a press release announcing that the Company had reset the payment date for its special dividend
of shares of Adapti, Inc. the Company owns to June 30, 2026. 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.
The information
contained in this Item 7.01 and in the accompanying Exhibit 99.1 and Exhibit 99.2 is 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.
On April 30, 2026, the
Company issued the Press Releases regarding the $72 million crude oil transaction and resetting the dividend of shares of Adapti common
stock owned by the Company. A copy of the press releases are filed as Exhibits 99.1 and 99.2 to this Form 8-K.
| Item 9.01 |
Financial Statements and Exhibits. |
| Exhibit No. |
|
Exhibit |
| 99.1(1) |
|
Press Release Announcing $72 Million Crude Oil Transaction1 |
| 99.2(1) |
|
Press Release Announcing New Payment Date for Special Dividend of Adapti, Inc. Shares to June 30, 20261 |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL document). |
| 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: May 5, 2026 |
By: |
/s/
James Ballengee |
| |
|
Name: |
James Ballengee |
| |
|
Title: |
Chief Executive Officer |
Exhibit
99.1
Vivakor
Secures $72 Million Crude Oil Transaction Through Integrated Infrastructure Platform
Company
Expands Trading Division with Increased Activity Across Key U.S. Basins as Crude Oil Trades Above $100 per Barrel
DALLAS,
TX, April 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 that its commodities trading
platform, Vivakor Supply & Trading (“VST”), has executed a recurring crude oil transaction, extending through May 2027.
The
transaction represents approximately $6.0 million in crude oil volume per month, or approximately $72.0 million over twelve-month term,
and includes associated transportation services. The arrangement reflects continued execution of Vivakor’s integrated platform
strategy, facilitating the movement of volumes across its network while supporting commercial activity across its logistics and infrastructure
operations. Through its supply and trading platform, the Company is able to source, market, and coordinate volumes in a manner that enhances
overall system connectivity and value.
Vivakor
Chairman, President and CEO James Ballengee commented: “This transaction reflects continued execution of our strategy to integrate
logistics, infrastructure, and marketing activities. We are seeing ongoing activity across key U.S. oil markets, particularly in core
producing basins, which continues to support demand for efficient crude oil movement and marketing solutions. By facilitating volumes
across our system, we can support customer needs while enhancing connectivity across our broader platform. Our supply and trading activities
are designed to complement our operations and support the efficient movement of crude oil and related products.”
The
Company’s supply and trading activities are designed to facilitate volumes across its platform and support broader commercial operations.
On standard crude trades, the Company anticipates recognizing approximately 1% of the contract value.
About
Vivakor, Inc.
Vivakor,
Inc. is an integrated provider of sustainable energy transportation, storage, reuse, and remediation services, operating one of the largest
fleets of oilfield trucking services in the continental United States. 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 and
produced water gathering, storage, transportation, reuse, and remediation services under long-term contracts.
Once
operational, Vivakor’s 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: https://vivakor.com
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 and the Endeavor Entities or the date of such information in the case of information from persons other
than Vivakor and the Endeavor Entities, 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 Endeavor Entities 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 Resets Payment Date of Special Dividend to June 30, 2026
DALLAS, TX, April 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 that it has reset the payment date of its previously announced special dividend to June 30, 2026.
The payment date adjustment is intended to allow the Company additional time to complete required filings with the U.S. Securities and Exchange Commission in connection with the consummation of the special dividend. The Company notes that the payment date may be subject to further adjustment if the required filings are not completed in a timely manner.
The special dividend will be paid to holders of record of Vivakor common shares as of September 5, 2025, the previously announced ex-dividend date.
Vivakor currently holds 206,595 shares of Adapti, Inc., a company that owns a multi-platform sports agency representing amateur and professional athletes at all levels. According to Adapti’s public filings, Adapti intends to integrate this agency with its AdaptAI software platform, which matches products with influencers to market athletic careers and associated branding opportunities. The acquired sports agency was previously owned by an entity controlled by James Ballengee, the Company’s Chairman, President and CEO.
About Vivakor, Inc.
Vivakor, Inc. is an integrated provider of sustainable energy transportation, storage, reuse, and remediation services, operating a fleet of oilfield trucking services across the continental United States. 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 and produced water gathering, storage, transportation, reuse, and remediation services under long-term contracts.
Once operational, Vivakor’s 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: https://vivakor.com
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 and the Endeavor Entities or the date of such information in the case of information from persons other than Vivakor and the Endeavor Entities, 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 Endeavor Entities 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