false
--12-31
0001450704
0001450704
2026-09-30
2026-09-30
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 30, 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 Rd. 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
5.03 |
Amendment
to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On
September 30, 2026, a Certificate of Amendment (the “Amendment to Articles”) to Vivakor, Inc.’s (the “Company”)
Amended and Restated Articles of Incorporation, as amended, was filed with the State of Nevada, which implements a 1-for-15 reverse stock
split (the “Reverse Stock Split”) of the Company’s common stock in accordance with the approval of the holders of a
majority in interest of the Company’s outstanding votes delivered at the Annual Meeting of the Company’s Shareholders held
on June 30, 2026. The Company’s Board of Directors approved a previous reverse stock split at the ratio of 1-for-20, which became
effective on July 17, 2026. The Reverse Stock Split became effective with Nasdaq at the open of the market on Monday, October 5, 2026,
under the existing trading symbol “VIVK.”
The
above description of the Amendment to Articles does not purport to be complete and is qualified in its entirety by reference to the Amendment
to Articles, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item
7.01 |
Regulation
FD Disclosure. |
On
September 30, 2026, the Company issued a press release announcing that it is effecting a 1-for-15 reverse stock split of its common stock,
effective October 5, 2026, in order to support the Company’s continued listing on the Nasdaq Capital Market (the “Press Release”).
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. |
|
Exhibit |
| 3.1 |
|
Certificate of Amendment to Amended and Restated Articles of Incorporation to Effect 1-for-15 Reverse Stock Split |
| 99.1(1) |
|
Press Release dated September 30, 2026 Announcing Vivakor Will Effect a 1-for-15 Reverse Stock Split of its Common Stock, Effective October 5, 20261 |
| 104 |
|
Cover Page Interactive
Data File (formatted as Inline XBRL document). |
| 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 6, 2026 |
By: |
/s/ James Ballengee |
| |
|
Name: |
James Ballengee |
| |
|
Title: |
Chief Executive Officer |
Exhibit 99.1
Vivakor Announces 1-for-15 Reverse Stock Split
Dallas, TX – GlobeNewswire – September 30, 2026 – Vivakor, Inc. (Nasdaq: VIVK) (“Vivakor” or the “Company”), an integrated provider of energy transportation, storage, reuse, and remediation services, today announced a 1-for-15 reverse stock split of its issued and outstanding common stock (the “Reverse Stock Split”). The Reverse Stock Split is expected to become effective at the opening of trading on the Nasdaq Capital Market on October 5, 2026 under the existing ticker symbol “VIVK.”
The Reverse Stock Split is intended to increase the per-share trading price of the Company’s common stock and support the Company’s continued listing on the Nasdaq Capital Market. On June 30, 2026, at the 2026 Annual Meeting of Stockholders, the stockholders approved one or more reverse stock splits of our common stock over the course of the next two years at a ratio within a range from one-for-two (1:2) up to one-for-two thousand (1:2,000), with the specific ratio and date of any such reverse stock split to be determined by the Board of Directors. The Company’s Board of Directors approved a previous Reverse Stock Split at the ratio of 1-for-20, effective on July 17, 2026, and this Reverse Stock Split at the ratio of 1-for-15. Following the Reverse Stock Split each fifteen (15) shares of the Company’s issued and outstanding common stock will automatically be combined into one (1) share of common stock. As a result, the Company’s outstanding shares will be reduced from approximately 8,981,898 to approximately 598,794, while the number of authorized shares will remain unchanged. Following the reverse stock split, the Company’s common stock will trade under the new CUSIP number 92852R700.
No fractional shares will be issued. Stockholders who would otherwise receive a fractional share will instead receive one whole share.
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.
Investor Contact:
P:469-480-7175
info@vivakor.com
