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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): June 9, 2026
VIVAKOR, INC.
(Exact name of registrant as specified in its charter)
| Nevada |
|
001-41286 |
|
26-2178141 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
5220 Spring Valley Road, Suite 500
Dallas, TX 75242
(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: None
| 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 3.02 |
Unregistered Sales of Equity Securities |
As previously reported, between
June 6, 2025 and June 9, 2025, Vivakor, Inc. (the “Company”) issued convertible promissory notes (the “Lender Notes”),
to seven non-affiliated accredited investors (the “Lenders”), in the aggregate principal amount of $5,117,647.06 in connection
with a Securities Purchase Agreement entered into by and between the Company and the Lenders (the “Lender SPA”). Under the
terms of the Lender SPA and the Lender Notes, the Company received $4,350,000 prior to deducting customary fees.
Between June 10, 2026 and
June 11, 2026, the Company received Notices of Conversion from one of the Lenders converting a total of $103,100.78 of the amounts due
under the Lender Notes into 355,979 shares of the Company’s common stock (the “Lender Shares”). Pursuant to the terms
of the Lender Notes and the Notices of Conversion, the Company issued the Lender Shares. The Lender 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.
| Item 7.01 |
Regulation FD Disclosure. |
On June 9, 2026, the Company
issued a press release announcing the Company’s first quarter 2026 financial results. 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 June 10, 2026, the Company
issued a press release announcing that it expects its flagship remediation processing facility in Houston, Texas to be operational in
the third quarter of 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.
On June 11, 2026, the Company
issued a press release announcing that its 2026 Annual Meeting of Shareholders will be held on June 30, 2026 in Dallas, Texas. The full
text of the press release is attached to this Current Report on Form 8-K as Exhibit 99.3 and is incorporated herein by reference in this
Item 7.01.
The information contained
in this Item 7.01 and in the accompanying Exhibits 99.1, 99.2 and 99.3 are 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.
| ITEM 9.01 |
FINANCIAL STATEMENTS AND EXHIBITS. |
| Exhibit No. |
|
Title |
| 99.1 |
|
Press Release dated June 9, 2026 Announcing First Quarter 2026 Financial Results |
| 99.2 |
|
Press Release dated June 10, 2026 Announcing Projected Opening of Remediation Facility |
| 99.3 |
|
Press Release dated June 11, 2026 Announcing 2026 Annual Meeting of Shareholders |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL). |
| 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: June 15, 2026 |
By: |
/s/ James H. Ballengee |
| |
|
Name: |
James H. Ballengee |
| |
|
Title: |
Chairman, President & CEO |
Exhibit
99.1
Vivakor
Reports First Quarter 2026 Financial Results
Dallas,
TX – GlobeNewswire – June 9, 2026 – Vivakor, Inc. (Nasdaq: VIVK) (“Vivakor” or the “Company”),
an integrated provider of energy transportation, storage, reuse, and remediation services, today announced financial and operational
results for the three months ended March 31, 2026.
Key
Financial Highlights for the Three Months Ended March 31, 2026:
| ● | Gross
margin improved to 29.4% compared to 12.7% in the prior-year period |
| ● | Gross
profit increased 20% to $5.7 million; |
| ● | Operating
expenses decreased to $8.1 million from $11.2 million in the prior-year period; |
| ● | Supply
and Trading generated $13.6 million in revenue; and |
| ● | Revenue
totaled $19.5 million. |
Revenue
Mix Reflects Strategic Focus on Higher-Margin Midstream and Trading Operations:
| ● | Transportation
and Logistics: $0.4 million; |
| ● | Transportation
and Logistics (related party): $3.6 million; |
| ● | Terminaling
and Storage: $0.1 million; |
| ● | Terminaling
and Storage (related party): $1.7 million; and |
| ● | Supply
and Trading: $13.6 million. |
The
Company’s revenue mix during the quarter reflected its strategic focus on integrated logistics, infrastructure utilization, and
supply and trading operations.
Management
Commentary:
Vivakor
Chairman and Chief Executive Officer James Ballengee commented, “During the first quarter of 2026, we continued executing our strategy
to optimize Vivakor’s integrated midstream platform by focusing on higher-margin operations, improving asset utilization, and expanding
our supply and trading activities. The operational restructuring initiatives completed during 2025 contributed to improved gross margins,
lower operating expenses, and a more focused operating platform.”
Ballengee
continued, “We continue prioritizing execution across our transportation, terminaling, storage, and supply and trading operations
while advancing our remediation processing initiatives. We remain focused on prudent capital management while continuing to strengthen
operational execution across our transportation, terminaling, storage, and supply and trading businesses.”
Financial
Results for Three Months Ended March 31, 2026:
| ● | Revenue
for the three months ended March 31, 2026, was $19.5 million, compared to $37.3 million in the prior-year period. The decrease in revenue
compared to the prior-year period primarily reflected the Company’s previously announced divestiture of certain non-core operations
during 2025 as part of its strategic focus on streamlining operations and concentrating resources on core midstream, logistics, and trading
activities. |
| ● | Gross
profit increased $1.0 million, or 20%, to $5.7 million, compared to $4.8 million in the prior-year period. Gross margin increased to
29.4% from 12.7% in the prior-year period, reflecting improved operating efficiencies, changes in revenue mix, and the Company’s
continued focus on higher-margin integrated logistics and trading activities. |
| ● | Operating
expenses decreased to $8.1 million from $11.2 million in the prior-year period. Amortization and depreciation expense decreased to $2.6
million from $5.8 million following the divestiture of non-core assets and revisions to estimated useful lives of certain equipment. |
| ● | Net
loss attributable to Vivakor, Inc. for the three months ended March 31, 2026, improved to $4.6 million, compared to $7.5 million in the
prior-year period. |
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
interest in 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: http://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 Announces Flagship Remediation Processing Center in Houston,
Texas to be Commercially Operational in the Third Quarter of 2026
New Joint Venture Partnership Agreement Seeks Further Expansion
Dallas, TX – GlobeNewswire – June 10, 2026 – Vivakor, Inc. (Nasdaq: VIVK) (“Vivakor” or the “Company”), an integrated provider of energy transportation, storage, reuse, and remediation services, today is pleased to announce the execution of an agreement with Monarch R&P Management, LLC (“Monarch”), an entity affiliated with the principals of CA-2 Materials, Inc. (“CA-2”) and Red Wave Industrial, LLC (“Red Wave”), establishing Monarch Remediation & Processing I, LLC, a joint venture formed to complete commissioning and commence operations of Vivakor’s Houston-area Remediation Processing Center (“RPC”) and associated ancillary wash plant facility.
Located in Harris County, Texas, the RPC facility represents an important expansion of Vivakor’s remediation and environmental processing platform. The execution of the joint venture and associated agreements mark a significant milestone as the Company and Monarch move from project development and construction activities toward commissioning, operational readiness, and the expected commencement of commercial operations in the third quarter of 2026.
Under the joint venture, Vivakor and Monarch will work collaboratively to complete commissioning activities, prepare the facility for initial operations, and support the transition of the RPC into commercial service. The Company expects the RPC facility to complement its existing transportation, terminaling, storage, logistics, and supply and trading platform as Vivakor continues to build an integrated energy infrastructure and environmental services business.
Vivakor Chairman and Chief Executive Officer James Ballengee commented, “The execution of our agreement with Monarch represents an important step in advancing our Houston RPC facility from construction into commissioning and anticipated commercial operations. This milestone reflects continued execution against our strategy to expand Vivakor’s integrated platform while adding sustainable environmental processing capabilities that are highly complementary to our existing midstream operations.”
Ballengee continued, “We believe Monarch brings valuable operational experience and local market knowledge that can support the successful launch of the facility. Together, we are focused on completing commissioning activities, preparing the RPC for initial operations, and positioning the project for commercial activity beginning in the third quarter of 2026.”
J. Tyler Willis of Monarch added, “We believe this joint venture brings together highly complementary strengths. Vivakor contributes remediation technology, logistics capabilities, and a broader energy infrastructure platform, while Monarch brings local waste management and environmental services experience through its affiliation with CA-2 Materials and Red Wave Industrial. Together, we are focused on completing commissioning and building a reliable, compliant operation that can serve producers and industrial customers across the region.”
The Houston RPC is expected to serve as the first facility within Vivakor’s planned domestic remediation platform. The Company intends to provide additional updates as commissioning progresses and operational milestones are achieved.
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 interest in 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: http://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 99.3
Vivakor Announces 2026 Annual Meeting of Stockholders
Dallas, TX – GlobeNewswire – June 11, 2026 – Vivakor, Inc. (Nasdaq: VIVK) (“Vivakor” or the “Company”), an integrated provider of energy transportation, storage, reuse, and remediation services, today announced that it will hold its 2026 Annual Meeting of Stockholders on Tuesday, June 30, 2026, at 10:00 a.m. Central Time, at 2278 Monitor Street, Dallas, Texas 75207, and will be conducted in an in-person only format.
Voting Information:
The Company’s Board of Directors has fixed May 21, 2026 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Special Meeting and at any adjournment or postponement of the meeting. Only stockholders of record of the Company’s common or preferred stock, at the close of business on the record date, will be entitled to notice of, and to vote at, the Special Meeting or any adjournment thereof. All stockholders are cordially invited to attend.
The Notice of Internet Availability of Proxy Materials and proxy card will be mailed to stockholders on or about June 12, 2026. Stockholders needing assistance can email the Company at info@vivakor.com.
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 gathering, storage, transportation, reuse, and remediation services under long-term contracts. Once operational, Vivakor’s interest in 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: http://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
