[8-K] Vivakor, Inc. Reports Material Event

Rhea-AI Filing Summary

Vivakor, Inc. reported that its lender converted $400,000 of a junior secured convertible promissory note into 3,923,492 shares of common stock on October 23, 2025.

The note was originally issued on March 17, 2025 with a $6,625,000 principal amount, and the company received $5,000,000 of funding on March 18, 2025. This transaction reduces the note’s principal by $400,000 and increases the company’s outstanding equity base.

The shares were issued without a Rule 144 restrictive legend based on a legal opinion provided to the company and its transfer agent. The issuance was made pursuant to the Section 4(a)(2) private offering exemption, with the holder identified as an accredited investor.

Insights

Capital structure analyst

Debt reduced by $400k; equity increases via 3.92M shares.

The lender converted $400,000 of a junior secured convertible note into 3,923,492 common shares on October 23, 2025. This follows the March 2025 issuance of a note with $6,625,000 principal, for which the company received $5,000,000 on March 18, 2025.

The conversion is a non-cash event that decreases debt by $400,000 and increases shares outstanding. Shares were issued without a Rule 144 legend, supported by a legal opinion, under the Section 4(a)(2) exemption to an accredited investor.

Actual capitalization impact depends on total shares outstanding and any future conversions under the same note. Subsequent filings may provide additional details if further conversions occur.

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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 23, 2025

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 3.02 Unregistered Sales of Equity Securities

As previously reported, on March 17, 2025, Vivakor, Inc. (the “Company”), issued a junior secured convertible promissory note (the “Initial Note”) to J.J. Astor & Co. (the “Lender”), in the principal amount of $6,625,000 (the “Principal Amount”), in relation to a Loan and Security Agreement by and between the Company, its subsidiaries, and the Lender (the “Loan Agreement”). The Company received $5,000,000, before fees. The Company received the funds on March 18, 2025.

On October 23, 2025, the Company received a Notice of Conversion from the Lender converting $400,000 of the Principal Amount of the Initial Note into 3,923,492 shares of the Company’s common stock (the “Shares”). Pursuant to the terms of the Initial Note and the Notice of Conversion, the Company issued the Shares. The Shares were issued without a Rule 144 restrictive legend pursuant to a legal opinion received by the Company and its transfer agent. The issuance of the foregoing securities was 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.

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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 29, 2025	By:	/s/ James H. Ballengee
		Name:	James H. Ballengee
		Title:	Chairman, President & CEO

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FAQ

What did VIVK announce in this 8-K?

The lender converted $400,000 of a junior secured convertible note into 3,923,492 common shares on October 23, 2025.

How large was the original convertible note issued by VIVK?

The original note had a $6,625,000 principal amount, and the company received $5,000,000 on March 18, 2025.

How many shares were issued in the conversion?

VIVK issued 3,923,492 shares of common stock.

Was the share issuance registered with the SEC?

No. It was issued under the Section 4(a)(2) exemption to an accredited investor, supported by a legal opinion.

Were the shares subject to a Rule 144 restrictive legend?

No. The shares were issued without a Rule 144 restrictive legend based on a legal opinion.

Does the conversion affect Vivakor’s cash position?

It is a non-cash conversion that reduces debt by $400,000 and increases equity.

What is VIVK’s trading symbol and exchange?

The common stock trades on Nasdaq (Capital Market) under the symbol VIVK.