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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): May 8, 2026
VIVAKOR, INC.
(Exact name of registrant as specified in its charter)
| Nevada |
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001-41286 |
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26-2178141 |
| (State or other jurisdiction of |
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(Commission |
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(IRS Employer |
| incorporation or organization) |
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File Number) |
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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) |
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| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ |
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 |
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Trading Symbol(s) |
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Name of each exchange on which registered |
| Common Stock |
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VIVK |
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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 |
On May 8, 2026, Vivakor, Inc.
(the “Company”) closed the first tranche of a transaction with certain institutional investors (the “Investors”)
under the terms of a Securities Purchase Agreement (the “SPA”) to issue and sell to each of the Investors promissory notes
(the “Notes”), for aggregate gross proceeds to the Company of up to $12.0 million (the “ Purchase Price”), before
deducting fees to the placement agent, RBW Capital Partners LLC (a division of Dawson James Securities, Inc.) (“RBW”), and
other expenses payable by the Company in connection with the offering (the “Offering”). The Notes have a principal amount
of $15,000,000 (the “Principal Amount”), which consists of the Purchase Price plus $3,000,000 representing a 20% original
issuance discount.
Pursuant to the SPA, the Purchase
Price is to be paid as follows: $6,000,000 on the initial closing date (the “First Closing”), and $6,000,000 upon a second
closing date to occur pursuant to the terms of the SPA (the “Second Closing”). The First Closing and Second Closing are conducted
through the terms of an escrow agreement with a third-party escrow agent.
Pursuant to the SPA, the Company
shall register for resale all shares of its common stock that may be issued upon conversion of the Notes with respect to the First Closing
and the Second Closing within fifteen (15) calendar days of the First Closing.
The First Closing occurred
on May 8, 2026, and the Company received $6,000,000 in gross proceeds. The Second Closing has not yet occurred. The Company paid RBW aggregate
cash fees of $540,000 and paid $100,000 in legal fees to RBW’s legal counsel in relation to the transactions contemplated by the
First Closing. The Company intends to use the net proceeds from the sale of the Notes for working capital and general corporate purposes,
and to pay down certain outstanding indebtedness and other liabilities of the Company.
Each Investor has the right,
at any time, to convert all or any portion of the then outstanding and unpaid Principal Amount and interest if any (including any costs,
fees and charges) into shares of the Company’s common stock, at a conversion price equal to the greater of $0.37 and 80% of the
lowest daily volume weighted average price of the common stock during the five (5) trading days immediately prior to the date of conversion.
Any such conversion is subject to limitations so each Investor beneficially owns less than 4.99% of the outstanding common stock; however,
the Investors have the right to waive this limitation, which if waived would cause us to issue a substantial number of freely tradable
shares in a short period of time and that would have the effect of materially diluting our existing shareholders. Additionally, unless
the Company receives approval from holders owning a majority of its outstanding voting stock, the Investors, in the aggregate, are limited
from converting into shares of common stock if such conversion would cause the Company to issue more than 19.99% of the number of shares
it had outstanding immediately prior to the First Closing.
Subject to exceptions described
in the SPA, including relating to the permitted issuance of certain Company securities, the Company may not sell any equity or equity-linked
securities during the term of the Note without the Investors’ prior consent.
The Note contains customary
Events of Default for transactions similar to the transactions contemplated by the SPA and the Note, which entitle each Investor, among
other things, to accelerate the due date of the unpaid principal amount of the Note. Upon the first occurrence of an Event of Default
with respect to the Note, the Principal Amount outstanding as of the time of the Event of Default date shall be automatically increased
by 20%.
The SPA contains certain representations
and warranties made by each of the Company and the Investors, as set forth therein.
On April 8, 2026, the Company
entered into an engagement letter in connection with the Offering (the “Engagement Letter”), with RBW, pursuant to which RBW
agreed to serve as the placement agent for the issuance and sale of securities of the Company pursuant to the SPA. As compensation for
such placement agent services, the Company agreed to pay RBW an aggregate cash fee equal to 9.0% of the gross proceeds received by the
Company from the Offering, plus up to $100,000 for its fees and expenses. On May 8, 2026, in connection with the First Closing, the Company
paid RBW aggregate cash fees of $540,000 and $100,000 in legal fees to RBW’s legal counsel.
Further, pursuant to the Engagement
Letter, RBW is entitled to compensation with respect to any financing of the Company occurring within 18 months of the termination or
expiration of the Engagement Letter when such financing is provided by investors whom RBW introduced to the Company during the term of
the Engagement Letter. The Engagement Letter also includes indemnification obligations of the Company and other provisions customary for
transactions of this nature.
In addition to the SPA and
the Note, on May 7, 2026, the Company entered into a standby equity purchase agreement (the “SEPA”) with one of the Investors
(the “SEPA Investor”), under which the SEPA Investor has committed to purchase from the Company up to $100,000,000 of shares
of the Company’s common stock in an equity line of credit (the “Equity Line”). Subject to the terms and conditions of
the SEPA, the Company has the right from time to time at its discretion until the first day of the month following the 36-month period
after the date of the SEPA (or earlier in the event the SEPA Investor shall have made payment of $100 million in Advances), to direct
the SEPA Investor to purchase a specified amount of shares of common stock (each such sale, an “Advance”) by delivering written
notice to the SEPA Investor (each, an “Advance Notice”). While there is no mandatory minimum amount for any Advance, it may
not exceed the lesser of (i) an amount equal to one hundred percent (100%) of the average of the Daily Traded Amount (as defined in the
SEPA) during the five consecutive Trading Days immediately preceding an Advance Notice, (ii) 30% of the Daily Traded Amount (as defined
in the SEPA) and (iii) $1 million, and may not exceed 4.99% of the issued and outstanding shares of common stock. The shares of common
stock purchased pursuant to an Advance will be purchased at a price equal to 94% of the lowest VWAP of the common stock during the three
Trading Days following the applicable notice date. The Company may also deliver intraday purchase notices to the Investor, and the common
stock purchased pursuant to an intraday Advance will be purchased at a price equal to 98% of the lowest traded price of the common stock
during the intraday pricing period, as determined pursuant to the terms of the SEPA.
The Company will control the timing and amount of any sales of common stock to the SEPA Investor under the Equity Line. Actual sales of common stock under the Equity Line will depend on a variety of factors to be determined by the Company from time to time, which may include, among other things, market conditions, the trading price of the common stock and determinations by the Company as to the appropriate sources of funding for its business and operations. The Company is required to file a registration statement registering the shares of common stock under the SEPA and must get that registration statement effective before the Company can begin any Advances under the Equity Line. Under the terms of the SEPA, the Company is required to issue the Investors a total facility fee equal to one quarter of one percent (0.25%) of the total commitment amount, which requires the Company to issue to the Investors that number of additional shares of common stock equal to $250,000 (the “Facility Fee”) divided by the lesser of the most recent Nasdaq Official Closing Price on (i) the Effective date, and (ii) the lowest 1-Trading Day VWAP of the common stock of the five (5) Trading Days immediately preceding the date the Registration Statement is declared effective (the “Facility Fee Shares”). If the issuance of the Facility Fee Shares would cause the Investor to exceed certain ownership limitations then the Facility Fee may be issued as prefunded warrants.
This summary is not a complete
description of all of the terms of the SPA, the Notes, or the SEPA, and are qualified in its entirety by reference to the full text of
the SPA, the Notes, and the SEPA forms of which are filed as Exhibits 10.1, 10.2, 10.3, respectively hereto, which are incorporated by
reference into this Item 1.01.
| Item 3.02 |
Unregistered Sales of Equity Securities |
As disclosed in Item 1.01,
on May 7, 2026, the Company entered into the SPA and issued the Notes, which securities contain a standard Rule 144 restrictive legend.
The Company will also issue the Facility Fee Shares or prefunded warrants to satisfy the Facility Fee, once the number of securities is
ascertainable. The issuance of the foregoing securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act
promulgated thereunder as the holders are accredited investors and familiar with our operations.
| Item 7.01 |
Regulation FD Disclosure. |
On May 8, 2026, the Company
issued a press release announcing Offering and the SEPA. 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. |
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Title |
| 10.1 |
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Form of Securities Purchase Agreement dated May 7, 2026 |
| 10.2 |
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Form of Convertible Promissory Note dated May 7, 2026 |
| 10.3 |
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Form of Standby Equity Purchase Agreement dated May 7, 2026 |
| 99.1(1) |
|
Press Release dated May 8, 2026 Announcing the RBW Offering and the SEPA |
| 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.
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VIVAKOR, INC. |
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| Dated: May 14, 2026 |
By: |
/s/ James H. Ballengee |
| |
|
Name: |
James H. Ballengee |
| |
|
Title: |
Chairman, President & CEO |
Exhibit 99.1
VIVAKOR ANNOUNCES CLOSING OF $12 MILLION INSTITUTIONAL OFFERING
Financing Supports RPC Commissioning, Debt Reduction and Execution of Strategic Initiatives
Dallas, TX – GlobeNewswire – May 8, 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 closed a private placement with institutional investors for the purchase and sale of six-month convertible promissory notes for aggregate gross proceeds of $12 million. The notes have a principal amount of $15 million including the original issuance discount.
The Company intends to use the net proceeds from the offering to reduce certain outstanding indebtedness and liabilities, support working capital, advance the commissioning of its Remediation Processing Center (RPC) in Houston, Texas, and continue the execution of the Company’s integrated infrastructure and commercial platform strategy. The financing is also expected to support continued operational and commercial activity across the Company’s transportation, logistics, storage, and marketing operations as activity across key U.S. oil markets continues to strengthen.
“This offering reflects continued institutional support for Vivakor’s long-term strategy and the progress we have made in strengthening and integrating our operational platform,” said Vivakor Chairman and Chief Executive Officer James Ballengee. “We believe this additional capital provides important flexibility as we continue executing on our operational objectives for 2026, including advancing key infrastructure initiatives, supporting increasing commercial activity across our platform, and further positioning the Company to enhance long-term shareholder value.”
In connection with the financing, the Company also entered into a standby equity purchase agreement intended to provide additional financial flexibility in support of the Company’s ongoing strategic and corporate initiatives.
RBW Capital Partners LLC, a division of Dawson James Securities, Inc., acted as placement agent in connection with the offering.
The notes and common shares issuable upon the conversion of the notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws and, until so registered, may not be offered or sold in the United States or any state absent registration or an applicable exemption from registration requirements. The securities were offered only to accredited investors.
Additional details on
the transaction will be available in the Company’s Form 8-K, which will be filed with the U.S. Securities and Exchange
Commission and available at www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
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 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
