Vivakor (NASDAQ: VIVK) extends $5.94M junior secured note maturity to 2027

Rhea-AI Filing Summary

Vivakor, Inc. entered into a Forbearance and Note Payment Amendment Agreement with J.J. Astor & Co. on February 5, 2026, extending the maturity date of its junior secured convertible promissory note to January 1, 2027. The Second Note has a principal amount of $5,940,000, for which the Company previously received $4,400,000 in proceeds on July 15, 2025. Under the Agreement, Vivakor also agreed to make specified payments to pay off the Second Note.

Insights

Credit and capital structure analyst

Vivakor extends a key secured note via forbearance, adjusting near-term debt obligations.

Vivakor, Inc. and J.J. Astor & Co. agreed to a Forbearance and Note Payment Amendment that pushes the junior secured convertible promissory note’s maturity to January 1, 2027. The note’s principal amount is $5,940,000, and the company had received $4,400,000 of proceeds in July 2025.

This amendment restructures timing of repayment on a secured, convertible obligation, which sits ahead of equity in a downside scenario. The agreement also calls for defined payments to pay off the note, though the detailed schedule is not shown in the excerpt.

Future company filings may clarify how these revised payment commitments interact with Vivakor’s cash generation and other liabilities, and whether further amendments to this facility or other debt arrangements are contemplated.

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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): February 5, 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 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 1.01. Entry into a Material Definitive Agreement.

Forbearance Agreement

As previously reported, on July 9, 2025, Vivakor, Inc. (the “Company”), issued a junior secured convertible promissory note (the “Second Note”) to J.J. Astor & Co. (the “Lender”), in the principal amount of $5,940,000 (the “Principal Amount”), in relation to an amended Loan and Security Agreement by and between the Company, its subsidiaries, and the Lender (the “Amended Loan Agreement”). The Company received $4,400,000, before fees. The Company received the funds on July 15, 2025.

On February 5, 2026, the Company entered into Forbearance and Note Payment Amendment Agreement (the “Agreement”) with the Lender. Under the terms of the Agreement, (i) the parties agreed to extend the maturity date of the Second Note until January 1, 2027; (ii) the Company agreed to pay the following payments to payoff the Second Note: (a) $50,000 per week commencing Monday, April 6, 2026, (b) $100,000 per week commencing Monday, July 6, 2026, (c) $150,000 per week commencing Monday, October 5, 2026, and (d) $250,000 per week commencing Monday, December 7, 2026, with the outstanding balance to be paid in full by January 1, 2027 (the “Amended Payment Terms”), with the Company having the ability to pay the Amended Payment Terms in shares of common stock if certain conditions are met as set forth in the Agreement, and (iii) the Company agree to use its best efforts to remove its suspension from trading on the Nasdaq Capital Market and be reinstated for trading on the Nasdaq Capital Market on or before February 28, 2026 (the “Nasdaq Reinstatement Deadline”), which deadline will be extended to a date not later than April 30, 2026 if the Company has applied for a reverse stock split prior to February 28, 2026 and is only waiting for regulatory approval of such stock split to regain compliance with Nasdaq’s listing rules. In the event the Company fails to comply with the terms of the Agreement, then entire outstanding principal amount plus accrued interest then due and payable under the Second Note shall increase to 110% of the then Outstanding Principal Amount, such balance will begin accruing interest at 19% per annum compounded daily, the balance will become immediately due and payable to the Lender in full, the Forbearance provided herein shall terminate, and the Lender may exercise all of its rights and remedies under the Amended Loan Agreement, the Second Note and other rransaction documents

Item 1.01 of this Current Report on Form 8-K contains only a brief description of the material terms of, and does not purport to be a complete description of, the rights and obligations of the parties to the agreements in connection with the Agreement, and such description is qualified in its entirety by reference to the full text of the Form of Forbearance and Note Payment Amendment Agreement and its exhibits are attached hereto as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Exhibit
10.1		Forbearance and Note Payment Amendment Agreement with J.J. Astor & Co. entered into on February 5, 2026
104		Cover Page Interactive Data File (formatted as Inline XBRL document).

1

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: February 5, 2026	By:	/s/ James H. Ballengee
		Name:	James H. Ballengee
		Title:	Chairman, President & CEO

2

FAQ

What did Vivakor, Inc. (VIVK) announce regarding its debt on February 5, 2026?

Vivakor, Inc. entered into a Forbearance and Note Payment Amendment Agreement with J.J. Astor & Co., extending the maturity of its junior secured convertible promissory note to January 1, 2027 and setting payment terms to pay off the note.

What is the principal amount of Vivakor’s junior secured convertible promissory note?

The principal amount of Vivakor’s junior secured convertible promissory note, referred to as the Second Note, is $5,940,000. This note is issued to J.J. Astor & Co. under an amended Loan and Security Agreement involving Vivakor and its subsidiaries.

How much cash did Vivakor, Inc. receive from the Second Note financing?

Vivakor, Inc. received $4,400,000 in proceeds before fees from the Second Note financing. The company obtained these funds on July 15, 2025, under its amended Loan and Security Agreement with J.J. Astor & Co.

How did the Forbearance Agreement change Vivakor’s note maturity date?

The Forbearance and Note Payment Amendment Agreement extended the maturity date of Vivakor’s Second Note to January 1, 2027. This change adjusts when the company must repay the junior secured convertible promissory note held by J.J. Astor & Co.

Who is the lender under Vivakor’s amended loan and forbearance agreements?

The lender under Vivakor’s amended Loan and Security Agreement and the Forbearance and Note Payment Amendment Agreement is J.J. Astor & Co.. This firm holds the junior secured convertible promissory note with a principal amount of $5,940,000.

Who signed the February 5, 2026 8-K for Vivakor, Inc.?

The 8-K was signed on behalf of Vivakor, Inc. by James H. Ballengee, who serves as the company’s Chairman, President and Chief Executive Officer, acting as the duly authorized representative for this report.