Vivakor debt forbearance and major share issuance

Vivakor, Inc. reports a new interim forbearance arrangement and significant note conversions.

Accepted by SEC EDGAR 01/07/2026 - 05:25 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Vivakor, Inc. reports a new interim forbearance arrangement and significant note conversions. The company previously issued a secured promissory note for $3,670,160.77 to Cedarview under a loan maturing October 31, 2025. After failing to pay the note as amended, Vivakor entered an Interim Forbearance Agreement on December 31, 2025, under which Cedarview agreed to forbear exercising default rights through January 23, 2026. Vivakor agreed to negotiate a longer-term forbearance by that date that would extend the note’s maturity to January 31, 2027 and include a payment plan and a Confession of Judgment covering all amounts due plus $200,000 of collection expenses.

Separately, between December 31, 2025 and January 7, 2026, holders of earlier issued convertible promissory notes converted $256,690 of principal into 37,886,206 shares of Vivakor common stock, issued without a Rule 144 restrictive legend under an exemption for accredited investors.

Positive

• None.

Negative

• Debt distress and lender leverage: Vivakor missed amended payment terms on a $3.67M secured note and accepted a short interim forbearance that anticipates a Confession of Judgment and $200,000 in collection expenses, highlighting financial strain and strong creditor rights.
• Large equity dilution from note conversions: Conversion of $256,690 of notes into 37,886,206 common shares significantly expands the share count and dilutes existing shareholders while only modestly reducing debt.

Insights

Credit and capital structure analyst

Vivakor faces debt distress, relies on forbearance, and issues a large block of new shares from note conversions.

The disclosure shows Vivakor relying on lender cooperation after missing amended payment terms on a secured note totaling $3,670,160.77. Cedarview’s agreement to forbear only through January 23, 2026 and to negotiate an extension of maturity to January 31, 2027 indicates the company is in default but has temporary relief instead of immediate enforcement.

A key point is Vivakor’s agreement to a Confession of Judgment covering all note obligations plus $200,000 in collection expenses. This would streamline Cedarview’s ability to obtain a judgment if Vivakor later fails to comply with the longer-term forbearance, increasing legal leverage over the company’s assets and cash flows.

On the equity side, $256,690 of convertible notes were exchanged for 37,886,206 common shares. This points to substantial share issuance from debt conversion, which can materially dilute existing holders while modestly reducing secured or unsecured obligations. Future filings describing the long-term forbearance terms and any additional conversions will clarify how Vivakor’s balance between debt obligations and equity dilution evolves.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What debt issue did Vivakor (VIVK) disclose with Cedarview?

Vivakor disclosed that it failed to pay a secured promissory note issued under a Loan and Security Agreement with Cedarview totaling $3,670,160.77, leading to an Interim Forbearance Agreement instead of immediate default enforcement.

How long does Cedarview’s interim forbearance for Vivakor last?

Under the Interim Forbearance Agreement dated December 31, 2025, Cedarview agreed to forbear exercising its default rights under the note through January 23, 2026 while the parties negotiate a longer-term forbearance.

What future terms are contemplated in Vivakor’s long-term forbearance with Cedarview?

Vivakor and Cedarview plan to sign a longer-term forbearance by January 23, 2026 that would extend the note’s maturity to January 31, 2027, include a payment plan, and have Vivakor agree to a Confession of Judgment covering all note amounts plus $200,000 of collection expenses.

How many shares did Vivakor issue from convertible note conversions?

Between December 31, 2025 and January 7, 2026, Vivakor received conversion notices for $256,690 of convertible promissory notes, which were converted into 37,886,206 shares of common stock.

Were the new Vivakor shares from note conversions restricted?

The 37,886,206 common shares issued upon conversion of the Lender Notes were issued without a Rule 144 restrictive legend, based on a legal opinion obtained by Vivakor and its transfer agent under Section 4(a)(2) of the Securities Act.

How much funding did Vivakor initially receive from the convertible Lender Notes?

As previously reported, the convertible promissory notes issued between June 6 and June 9, 2025 had an aggregate principal amount of $5,117,647.06, and Vivakor received $4,350,000 before customary fees under the related Securities Purchase Agreement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): December 31, 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 1.01. Entry into a Material Definitive Agreement.

Interim Forbearance Agreement with Cedarview

As previously reported, on October 31, 2024, Vivakor, Inc. (the “Company”), as the borrower, and certain of its subsidiaries, being Vivaventures Management Company, Inc., Vivaventures Oil Sands, Inc., Silver Fuels Delhi, LLC, White Claw Colorado City, LLC, Vivaventures Remediation Corporation, Vivaventures Energy Group, Inc., and Silver Fuels Processing, LLC, as guarantors (collectively, the “Guarantors” or “Subsidiaries”, as context requires), Cedarview Opportunities Master Fund LP, as the lender (the “Lender” or “Cedarview”); and Cedarview Capital Management, LLC, as the agent (the “Agent”), entered into a Loan and Security Agreement (the “Loan Agreement”). Pursuant to the Loan Agreement, the Company issued a secured promissory note (the “Note”) in the principal amount of $3,670,160.77, and the Lenders agreed to provide such term loan to the Company (the “Term Loan”) with maturity on October 31, 2025. On November 5 and 6, 2024 (the “Closing Date”), the Company received the net proceeds from the Term Loan less (i) a 3% origination fee, and (ii) repayment of $2,000,000 in outstanding principal, $68,009 in accrued interest, and a $242,991 prepayment fee pursuant to that certain Loan and Security Agreement dated February 5, 2024, by and between the Company, as borrower thereunder, certain of its Subsidiaries, as guarantors thereunder, and Lender and Agent. On April 9, 2025, a Side Letter Cedarview went effective which amended the terms of the Loan Agreement. Under the terms of the Side Letter, we agreed to pay the remaining amounts we owe under the Cedarview Loan as follows: (i) $589,890.37 on or before April 9, 2025, (ii) payments of $150,000 on each of April 30, 2025 and May 31, 2025, and (iii) four monthly payments of $645,684.69 until the Cedarview Loan has been paid in full. In exchange for Cedarview agreeing to the extended repayment terms under the Side Letter for the Cedarview Loan we agreed we would (a) pay Cedarview 30% of any net amounts we receive from drawdowns from any equity lines of credit we do in the future as payments on the Cedarview Loan, (b) pay Cedarview 30% of any net proceeds received from the sale of any assets in the future as payments on the Cedarview Loan, and (c) issue Cedarview, or its assignees, 300,000 shares of our restricted common stock. We paid the $589,890.37 payment on April 9, 2025 and issued Cedarview, and its assignees, 300,000 shares of our restricted common stock on April 11, 2025.

On December 31, 2025, we entered in an Interim Forbearance Agreement (the “Interim Forbearance Agreement”) with Cedarview, under which Cedarview agreed to forbear any rights it has for the Company’s default as a result of the Company’s failure to pay the Note in accordance with its terms, as amended. Cedarview agreed to forbear its rights and not call the Company in default under the Note through January 23, 2026 in exchange for the Company agreeing to enter into a long-term forbearance agreement on or before January 23, 2026, under which the maturity date for the Note will be extended to January 31, 2027 and the Company will agree to a payment plan for the Note and will agree to a Confession of Judgment with respect to (i) all amounts due and owing under the Note, including accrued but unpaid interest thereon that has accrued at the default interest rate, and (ii) $200,000 of collection expenses with respect thereto. The other terms of the extension of the maturity date will be determined between the parties on or before January 23, 2026, when the parties plan to execute a further agreement.

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 Interim Forbearance Agreement, and such description is qualified in its entirety by reference to the full text of the Interim Forbearance Agreement and its exhibits are attached hereto as Exhibit 10.1.

Item 3.02 Unregistered Sales of Equity Securities

As previously reported, between June 6, 2025 and June 9, 2025, Vivakor, Inc. (the “Company”) issued convertible promissory notes (the “Lender Notes”), to seven non-affiliated accredited investors (the “Lenders”), in the aggregate principal amount of $5,117,647.06 in connection with a Securities Purchase Agreement entered into by and between the Company and the Lenders (the “Lender SPA”). Under the terms of the Lender SPA and the Lender Notes, the Company received $4,350,000 prior to deducting customary fees.

Between December 31, 2025 and January 7, 2026, the Company received Notices of Conversion from the Lenders converting a total of $256,690 of the amounts due under the Lender Notes into 37,886,206 shares of the Company’s common stock (the “Lender Shares”). Pursuant to the terms of the Lender Notes and the Notices of Conversion, the Company issued the Lender Shares. The Lender 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 9.01 Financial Statements and Exhibits.

Exhibit No.		Exhibit
10.1		Interim Forbearance Agreement with Cedarview dated December 31, 2025
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: January 7, 2026	By:	/s/ James H. Ballengee
		Name:	James H. Ballengee
		Title:	Chairman, President & CEO

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