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OMB APPROVAL |
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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OMB Number: 3235-0058 |
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FORM 12b-25 |
SEC FILE NUMBER |
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001-41286 |
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NOTIFICATION OF LATE FILING |
CUSIP NUMBER |
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| (Check one): |
☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐
Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR
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For
Period Ended: December 31, 2025
| ☐ | Transition
Report on Form 10-K |
| ☐ | Transition
Report on Form 20-F |
| ☐ | Transition
Report on Form 11-K |
| ☐ | Transition
Report on Form 10-Q |
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☐ |
Transition Report on Form N-SAR |
For
the Transition Period Ended:
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Read Instruction (on back page) Before
Preparing Form. Please Print or Type.
Nothing in this form shall be construed
to imply that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
Vivakor, Inc.
Full Name of Registrant
Former Name if Applicable
5220 Spring Valley Road, Suite 500
Address of Principal Executive Office (Street and Number)
Dallas, TX 75242
City, State and Zip Code
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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(a) |
The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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| (b) |
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and |
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| (c) |
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Vivakor, Inc. (the “Registrant”)
was unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the period ended December 31, 2025 (the
“Annual Report”) by the March 31, 2025 filing date applicable to smaller reporting companies due to a delay experienced by
the Registrant in completing its financial statements and other disclosures in the Annual Report. As a result, the Registrant is
still in the process of compiling required information to complete the Annual Report and requires additional time to complete its review
of the financial statements for the period ended December 31, 2025 to be incorporated in the Annual Report. The Registrant anticipates
that it will file the Annual Report no later than the fifteenth calendar day following the prescribed filing date. There can be no assurance
that the Company will be able to file the Annual Report on or before the fifteenth calendar day following the prescribed due date.
PART IV — OTHER INFORMATION
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Name and telephone number of person to contact in regard to this notification |
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James Ballengee |
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(469) |
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480-7175 |
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(Name) |
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(Area Code) |
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(Telephone Number) |
| (2) |
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). |
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Yes ☒ No ☐ |
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| (3) |
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? |
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Yes ☒ No ☐ |
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If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
We anticipate our financial results for the period ended December 31, 2025 will differ significantly from the same period in the prior year, primarily due to (i) our acquisition of Endeavor Crude, LLC, a Texas limited liability company, Equipment Transport, LLC, a Pennsylvania limited liability company, Meridian Equipment Leasing, LLC, a Texas limited liability company, and Silver Fuels Processing, LLC, a Texas limited liability company (collectively, the “Endeavor Entities”) on October 1, 2024, (ii) the subsequent divestment of the membership interests in Equipment Transport, LLC and Meridian Equipment Leasing, LLC, which were principally engaged in the truck transportation of oilfield produced water and associated equipment leasing operations, on July 30, 2025, and (iii) other previously disclosed Board of Director, executive employee agreements, stock issuance transactions, and other promissory and convertible notes entered into in 2025. As a result of these transactions, we expect significant changes in our assets, liabilities, equity, revenue, cost of revenues, operating expenses, other income (expense), and net income (loss) for the period ended December 31, 2025 compared to the prior year. Additionally, our financial results for the period ended December 31, 2025 will also differ significantly from the prior year, primarily due to: (i) changes in our third party and related party revenue and costs of revenue, (ii) our unrealized gain or loss on marketable securities, (iii) changes in our general and administrative expenses, (iv) interest expense, and (v) assets, liabilities, and noncontrolling interest. The exact amounts and the impact those amounts have on our financial statements will not be known until our financial statements for the period ended December 31, 2025 are completed.
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VIVAKOR, INC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| March 31, 2026 |
By: |
/s/ James Ballengee |
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Name: |
James Ballengee |
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Title: |
Chief Executive Officer |
