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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.
| 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.
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 |
