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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 5, 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 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: 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, the negotiation of definitive agreements and completion of the proposed
acquisition of Direct Midstream, LLC 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, on July 9, 2025, the Company issued a junior secured convertible promissory note (the “Second Note”)
to J.J. Astor & Co. (the “J.J. Astor”), in the principal amount of $5,940,000 (the “Principal Amount”), in
relation to a Loan and Security Agreement by and between the Company, its subsidiaries, and J.J. Astor (the “Loan Agreement”).
The Company received $4,400,000, before fees.
Between
October 5, 2026 and October 6, 2026, the Company received Notices of Conversion from J.J. Astor converting an aggregate of $350,000 of
the amount due under the Second Note into an aggregate of 128,965 shares of the Company’s common stock (the “J.J. Astor Shares”).
Pursuant to the terms of the Second Note and the Notices of Conversion, the Company issued the J.J. Astor Shares. The J.J. Astor 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
October 9, 2026, the Company issued a press release announcing a non-binding Letter of Intent to acquire Direct Midstream, LLC. 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.
The
information contained in this Item 7.01 and in the accompanying Exhibit 99.1 is 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(1) |
|
Press Release dated October 9, 2026 Announcing Non-Binding LOI to Acquire Direct Midstream, LLC |
| 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: October 9, 2026 |
By: |
/s/ James H. Ballengee |
| |
|
Name: |
James H. Ballengee |
| |
|
Title: |
Chairman, President & CEO |
Exhibit 99.1
Vivakor
Signs LOI for Proposed $40 Million Acquisition of Direct Midstream
Proposed
Transaction Values Direct Midstream at 4x Targeted 2027 Free Cash Flow
Dallas, TX – GlobeNewswire – October 9, 2026 – Vivakor, Inc. (Nasdaq: VIVK) (“Vivakor” or the “Company”), an integrated provider of energy transportation, storage, reuse and remediation services, today announced that it has entered into a non-binding Letter of Intent (“LOI”) for the proposed acquisition of 100% of the outstanding membership interests of Direct Midstream, LLC (“Direct Midstream”), a Midland, Texas-based water midstream company providing produced water infrastructure and oilfield waste management services throughout the Permian Basin.
The LOI follows Vivakor’s previously announced Indication of Interest and establishes the principal economic terms of the proposed transaction. Under the LOI, the proposed acquisition has a gross purchase price of $40 million, based on four times Direct Midstream’s targeted 2027 free cash flow of $10 million, assuming Vivakor makes its contemplated capital investment. At closing, Vivakor would make a $10 million capital investment in Direct Midstream, which would reduce the consideration payable to the seller dollar-for-dollar. Assuming no reductions for debt or net working capital, the remaining consideration would consist of approximately $29 million of Vivakor Series B Preferred Stock and $1 million of Vivakor common stock. The gross purchase price would also be subject to adjustment based on Direct Midstream’s actual 2027 free cash flow, ranging from $30 million to $50 million at the minimum and maximum adjustment thresholds.
“The execution of this LOI represents an important next step toward the proposed acquisition of Direct Midstream and provides a framework for moving the transaction toward a definitive agreement,” said James Ballengee, Chairman, President and Chief Executive Officer of Vivakor. “Direct would significantly expand our Permian Basin infrastructure while adding produced water, disposal and oilfield waste capabilities that complement our existing operations and Remediation Processing Center strategy. The contemplated $10 million investment is intended to provide additional capital to support the continued development and expansion of the Direct platform.”
“We are pleased to have reached this next stage with Vivakor and to establish a framework for the proposed transaction,” said Chris Early, President and Chief Executive Officer of Direct Midstream. “We believe Vivakor’s broader platform and the contemplated capital investment could provide meaningful resources to support Direct Midstream’s continued growth in the Permian Basin.”
The proposed transaction remains subject to customary due diligence, completion or waiver of required audited financial statements, Vivakor’s funding of the contemplated capital investment, receipt of a fairness opinion acceptable to the independent members of Vivakor’s Board of Directors, negotiation and execution of a definitive purchase agreement, and other customary closing conditions. There can be no assurance that a definitive agreement will be executed or that the proposed transaction will be completed on the terms described herein or at all.
About Direct Midstream
Direct Midstream is a provider of midstream energy and fluid management services serving oil and gas operators throughout the Permian Basin. The company’s services include saltwater disposal, produced water management, oil recovery and reclamation, slop oil processing and related oilfield waste services. Direct Midstream utilizes Class II UIC wells, automation and advanced monitoring systems to support safe, efficient and environmentally responsible operations.
About Vivakor, Inc.
Vivakor, Inc. is an integrated provider of sustainable energy transportation, storage, reuse, and remediation services. 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, 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.co
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 or the date of such information in the case of information from persons other than Vivakor, 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 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
