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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 24, 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 |
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(State or other jurisdiction of
incorporation or organization) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
5220 Spring Valley Rd., Ste. 500
Dallas, TX 75254
(Address of principal executive offices)
(469) 480-7175
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
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:
| 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.
| Item 1.01 |
Entry into a Material Agreement. |
Transition Agreement
On September 17, 2026, Vivakor, Inc. (the “Company”) and its wholly-owned subsidiary Vivakor Administration, LLC, entered into a Mutual Transition Agreement (the “Transition Agreement”) with Leslie D. Patterson (“Patterson”), Vivakor’s then Executive Vice President and Chief Operating Officer, related to Patterson’s resignation from all positions he holds with the Company, effective September 24, 2026 (the “Transition Date”). Under the terms of the Transition Agreement Vivakor is obligated to pay Patterson as full satisfaction of all alleged wages owed, bonuses, severance, unpaid benefits, etc. and any alleged non-wage damages, (i) all wages owed to Patterson through the Transition Date, and (ii) the sum of $150,000 on or before the time that is twenty-fours after the Transition Date.
The Company and Patterson have agreed to enter into a mutually-agreeable Consulting Agreement on or before October 9, 2026, which agreement will govern the terms of Patterson’s ongoing relationship with the Company, with the Company obligated to issue Patterson shares of its common stock, under the Company’s then-current equity compensation plan registered on Form S-8, as compensation for his consulting services.
Item 1.01 of this Current Report on Form 8-K contains only a brief description of the material terms of the Transition Agreement and does not purport to be a complete description of the rights and obligations of the parties to the Transition Agreement, and such description is qualified in its entirety by reference to the full text of the Transition Agreement, a copy of which is filed herewith as Exhibit 10.1.
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Transition of Leslie D. Patterson
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02. Pursuant to the terms of the Transition Agreement discussed in Item 1.01, Patterson resigned from his positions of Executive Vice President and Chief Operating Officer, effective September 24, 2026. The Company is not aware of any disagreements between Patterson and the Company. The Company has provided Patterson with a copy of this Form 8-K and the disclosures made herein and has furnished Patterson with the opportunity to promptly address a letter to the Company stating whether he agrees with the statements made by the Company in response to this Item 5.02 and, if not, stating the respect in which he does not agree. If the Company receives such a letter it will file that letter as an amendment to this Form 8-K within two business days after receipt of the letter.
| Item 7.01 |
Regulation FD Disclosure. |
On September 30, 2026, the Company issued a press release announcing the Company’s 1-for-15 Reverse Stock Split, to be effective open of market on October 5, 2026. 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 are 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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Exhibit |
| 10.1 |
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Transition Agreement with Leslie Patterson dated September 17, 2026 |
| 99.11 |
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Press Release dated September 30, 2026 Announcing 1-for-15 Reverse Stock Split |
| 104 |
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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.
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VIVAKOR, INC. |
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| Dated: September 30, 2026 |
By: |
/s/ James Ballengee |
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Name: |
James Ballengee |
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Title: |
Chairman, President, and CEO |
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
