VIVK 8-K: Note conversion yields 3.32M new common shares

Rhea-AI Filing Summary

Vivakor, Inc. (VIVK) reported three conversions of its junior secured convertible promissory note held by J.J. Astor & Co. into common stock. On October 10, 2025, October 15, 2025, and October 16, 2025, the lender converted $350,000 of principal on each date into 3,323,837 shares, 3,796,095 shares, and 3,795,095 shares, respectively.

The conversions relate to the $6,625,000 junior secured convertible note issued on March 17, 2025, under which the company received $5,000,000 in proceeds on March 18, 2025. The shares were issued without a Rule 144 restrictive legend based on a legal opinion, and the issuance was made under Section 4(a)(2) as a private placement to an accredited investor.

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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 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 3.02 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 October 10, 2025, October 15, 2025 and October 16, 2025, the Company received Notices of Conversion from the Lender converting $350,000, $350,000 and $350,000 of the Principal Amount of the Initial Note into 3,323,837 shares, 3,796,095 shares and 3,795,095 shares of the Company’s common stock, respectively (together, the “Shares”). 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.

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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: October 17, 2025	By:	/s/ James H. Ballengee
		Name:	James H. Ballengee
		Title:	Chairman, President & CEO

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FAQ

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

The company disclosed three conversions of its junior secured convertible note into common stock on October 10, 15, and 16, 2025.

How much principal was converted and into how many shares?

Each conversion was for $350,000 of principal, resulting in 3,323,837, 3,796,095, and 3,795,095 shares, respectively.

What are the key terms of the original note?

The initial note had a principal amount of $6,625,000. The company received $5,000,000 in proceeds on March 18, 2025.

Were the newly issued shares restricted?

The shares were issued without a Rule 144 restrictive legend pursuant to a legal opinion.

Under what exemption were the shares issued?

The issuances were exempt from registration under Section 4(a)(2) as a private placement to an accredited investor.

Who is the lender converting the note?

The lender is J.J. Astor & Co. under the Loan and Security Agreement with the company and its subsidiaries.

What is the company’s trading symbol and exchange?

Vivakor’s common stock trades on the Nasdaq Capital Market under the symbol VIVK.