Vivakor (VIVK) issues $6.625M junior secured convertible note, draws $5M

Vivakor, Inc. reported that it issued a junior secured convertible promissory note (the Initial Note) to J.J.

Accepted by SEC EDGAR 09/23/2025 - 05:28 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Vivakor, Inc. reported that it issued a junior secured convertible promissory note (the Initial Note) to J.J. Astor & Co. in the principal amount of $6,625,000 in connection with a Loan and Security Agreement under which the company received $5,000,000 before fees. On July 9, 2025, Vivakor entered into a Forbearance and Amendment to the Loan Agreement and Note and also issued an Additional Junior Secured Convertible Note, which amended terms of the Loan Agreement and the Initial Note.

Positive

• Received $5,000,000 before fees under the Loan and Security Agreement
• Secured financing was arranged via a junior secured convertible promissory note

Negative

• Issued junior secured convertible debt with a stated principal amount of $6,625,000
• Executed a Forbearance and Amendment and issued an Additional Junior Secured Convertible Note on July 9, 2025, which amended prior loan terms

Insights

Financial Analyst

TL;DR Vivakor obtained secured convertible financing totaling a $6.625M note and drew $5.0M before fees; the loan terms were subsequently amended.

The filing discloses a junior secured convertible promissory note with a principal amount of $6,625,000 and that the company received $5,000,000 before fees under the related Loan and Security Agreement. The company later executed a Forbearance and Amendment and an Additional Junior Secured Convertible Note on July 9, 2025, which changed the previously disclosed loan terms. These items are material financing actions that affect the company’s capital structure as reported.

Corporate Governance / Risk Analyst

TL;DR Vivakor amended its loan arrangements and added another junior secured convertible note, reflecting a formal change in creditor agreements.

The notice identifies formal amendments to the Loan Agreement and the Initial Note, including a Forbearance and Amendment and issuance of an Additional Junior Secured Convertible Note dated July 9, 2025. The filing factually documents changes to contractual creditor arrangements and the existence of convertible, junior secured debt totaling a stated principal amount.

8-K Event Classification

3 items: 1.01, 2.04, 3.02

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation Financial

An event triggered acceleration or increase of an existing financial obligation, such as a debt covenant breach.

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 did Vivakor (VIVK) report in this 8-K?

The company reported issuance of a junior secured convertible promissory note to J.J. Astor & Co. and amendments to the related loan agreement and note.

How much principal was the Initial Note for?

The Initial Note had a principal amount of $6,625,000.

How much cash did Vivakor receive under the Loan Agreement?

Vivakor received $5,000,000 before fees under the Loan and Security Agreement.

Were there subsequent amendments to the loan terms?

Yes. On July 9, 2025, Vivakor entered into a Forbearance and Amendment to the Loan Agreement and Note and issued an Additional Junior Secured Convertible Note which amended the terms.

Who is the lender identified in the filing?

The lender identified is J.J. Astor & Co.

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

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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): September 17, 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)

(949) 281-2606

(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. ☐

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K or this Report contains forward-looking statements. Any and all statements contained in this Report that are not statements of historical fact may be deemed forward-looking statements. Terms such as “may,” “might,” “would,” “should,” “could,” “project,” “estimate,” “pro-forma,” “predict,” “potential,” “strategy,” “anticipate,” “attempt,” “develop,” “plan,” “help,” “believe,” “continue,” “intend,” “expect,” “future” and terms of similar import (including the negative of any of the foregoing) may be intended to identify forward-looking statements. However, not all forward-looking statements may contain one or more of these identifying terms. Forward-looking statements in this Report may include, without limitation, statements regarding the plans and objectives of management for future operations.

The forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances, including the closing of the Membership Interest Purchase Agreement disclosed below, and may not be realized because they are based upon our current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences, many of which we have no control over. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties.

Readers are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them We disclaim any obligation to update the forward-looking statements contained in this Report to reflect any new information or future events or circumstances or otherwise, except as required by law.

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Item 1.01 Entry Into Material Definitive Agreement

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”), under which the Company received $5,000,000, before fees; and on July 9, 2025, the Company entered into a Forbearance and Amendment to Loan Agreement and Note and an Additional Junior Secured Convertible Note, all of which amended the terms of the Loan Agreement and the Initial Note.

On September 17, 2025, the Company received a notice of default from the Lender claiming the Company has defaulted on its repayment obligations under the Initial Note and that the Lender was electing to accelerate all amounts and obligations due to the Lender under the Initial Note. As a result of the notice of default ,all amounts due under the Initial Note are now due and owing, which totaled approximately $7,660,000 as of the date of the notice of default. . On September 17, 2025, the Lender also submitted a Notice of Conversion electing to convert $200,000 due under the Initial Note in exchange for 720,072 shares of our common stock.

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

To the extent required by this Item 2.04, the information contained in Item 1.01 is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities

As disclosed in Item 1.01, on or about September 17, 2025, we issued the 720,072 shares of our common stock to the Lender, which securities were issued without a restrictive legend pursuant to a Rule 144 legal opinion submitted with the Notice of Conversion. The issuance of the foregoing securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act promulgated thereunder as the holder is known to our officers and directors 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: September 23, 2025	By:	/s/ James H. Ballengee
		Name:	James H. Ballengee
		Title:	Chairman, President & CEO

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