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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 30, 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: None
| 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 Material Definitive Agreement. |
On October 30, 2025, Vivakor, Inc. (the “Company”)
entered into a securities purchase agreement (the “Purchase Agreement”) with institutional investors (the “Purchasers”),
pursuant to which the Company agreed to issue and sell to the Purchasers in a registered direct offering (A) an aggregate of 10,600,000
shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company, at an
offering price of $0.18 per share, and (B) 3,566,666 pre-funded warrants (the “Pre-Funded Warrants”) in lieu of shares of
Common Stock, at an offering price of $0.179 (such registered direct offering, the “Offering”) for aggregate gross proceeds
of approximately $2.55 million, before deducting Offering expenses payable by the Company, including the Placement Agent’s commissions
and fees. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes. The Offering
closed on October 31, 2025.
The Pre-Funded Warrants are immediately exercisable
and may be exercised at a nominal consideration of $0.001 per share of Common Stock at any time until all of the Pre-Funded Warrants are
exercised in full.
The Pre-Funded Warrants contain ownership limitations
pursuant to which a holder does not have the right to exercise any portion of their warrants if it would result in the holder (together
with its affiliates) beneficially owning more than 4.99% (or, upon election by the holder prior to the issuance of any warrants, 9.99%)
of the Company’s outstanding Common Stock.
In connection with the Offering, the Company also
entered into a placement agency agreement (the “Placement Agency Agreement”) with D. Boral Capital LLC (the “Placement
Agent”), pursuant to which the Company paid the Placement Agent (i) a cash fee equal to 7% of the aggregate gross proceeds of the
Offering, (ii) one percent (1.0%) of the gross proceeds of the Offering for non-accountable expenses, and (iii) reimbursed the Placement
Agent for certain expenses and legal fees.
The Common Shares, the Pre-Funded Warrants and
the shares of Common Stock underlying the Pre-Funded Warrants were offered pursuant to a “shelf” registration statement on
Form S-3 (File No. 333-269178) that was declared effective by the Securities and Exchange Commission (the “Commission”) on
February 10, 2023 and a prospectus supplement dated October 30, 2025, which was filed with the Commission pursuant to Rule 424(b) under
the Securities Act of 1933, as amended.
The forms of the Purchase Agreement, Placement
Agency Agreement and Pre-Funded Warrant are filed as exhibits to this Current Report on Form 8-K (this “Form 8-K”) and are
incorporated by reference herein.
On October 30, 2025, the Company issued a press
release announcing the pricing of the Offering. A copy of the press release is filed as Exhibit 99.1 to this Form 8-K and is incorporated
herein by reference.
| ITEM 9.01 |
Financial
Statements and Exhibits. |
| Exhibit No. |
|
Title |
| 4.1 |
|
Form of Pre-Funded Warrant |
| 5.1 |
|
Legal Opinion of Lucosky Brookman LLP |
| 10.1 |
|
Form of Securities Purchase Agreement |
| 10.2 |
|
Form of Placement Agency Agreement |
| 99.1 |
|
Press Release, dated October 30, 2025 |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL). |
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 31,
2025 |
By: |
/s/
James H. Ballengee |
| |
|
Name: |
James
H. Ballengee |
| |
|
Title: |
Chairman, President
& CEO |
