Vivakor SEC Filings

Vivakor (VIVK) launched a primary offering of 10,909,090 shares of common stock at $0.22 per share and 5,000,000 Pre-funded Warrants priced at $0.219 (exercise price $0.001), plus 5,000,000 shares underlying the warrants. This best efforts deal has no minimum and uses D. Boral Capital LLC as placement agent.

Gross proceeds total $3,494,999.80 with placement fees of 7%, yielding proceeds before expenses of $3,250,349.81. The company estimates approximately $3.1 million in net proceeds, intended for working capital and general corporate purposes. Common stock outstanding was 107,753,225 before the offering and would be 123,662,315 assuming all Pre-funded Warrants are exercised.

The Pre-funded Warrants are immediately exercisable, have no expiration, and include a 4.99% (or 9.99% at purchaser election) beneficial ownership limit. Vivakor notes recent developments including a notice of default under a junior secured convertible note and multiple conversions into common stock, as well as a Nasdaq minimum bid price compliance extension to March 16, 2026.

Vivakor, Inc. (VIVK)up to $40 million in combined availability, to be extended from time to time for commodity trading activities.

Second, Vivakor agreed to settle claims by James Samuelson. The company will pay $100,000 on or before January 30, 2026 and issue common stock valued at $400,000 on October 24, 2025, $400,000 on November 3, 2025, $400,000 on November 13, 2025, and $350,000 on November 24, 2025. The shares will be issued under the 2023 Equity Incentive Plan, registered on Form S‑8, and priced at a 20% discount to the average of the lowest five VWAPs over the prior 15 trading days before each issuance. A Leak‑Out Agreement limits daily sales to the greater of net proceeds equaling $25,000, 10% of the 90‑day average trading volume, or 10% of the day’s trading volume. Court dates related to the lawsuit have been taken off calendar and the court will retain jurisdiction through final payment.

Vivakor, Inc. completed a registered direct offering, selling 8,417,645 shares of common stock at $0.2164 per share and 14,689,851 pre-funded warrants at $0.2154, for aggregate gross proceeds of approximately $5 million before fees. The transaction closed on October 17, 2025.

The pre-funded warrants are immediately exercisable at $0.001 per share and include ownership limits of 4.99% (or 9.99% if elected before issuance). Vivakor plans to use net proceeds for working capital and general corporate purposes. D. Boral Capital LLC acted as placement agent, receiving a 7% cash fee, a 1% non-accountable expense fee, and reimbursed expenses. The securities were offered off the company’s effective Form S-3 shelf and a prospectus supplement dated October 16, 2025.

Vivakor, Inc. (VIVK) reported three conversions of its junior secured convertible promissory note held by J.J. Astor & Co. into common stock. On October 10, 2025, October 15, 2025, and October 16, 2025, the lender converted $350,000 of principal on each date into 3,323,837 shares, 3,796,095 shares, and 3,795,095 shares, respectively.

The conversions relate to the $6,625,000 junior secured convertible note issued on March 17, 2025, under which the company received $5,000,000 in proceeds on March 18, 2025. The shares were issued without a Rule 144 restrictive legend based on a legal opinion, and the issuance was made under Section 4(a)(2) as a private placement to an accredited investor.

Vivakor, Inc. (VIVK) launched a primary offering of 8,417,645 shares of common stock and 14,689,851 pre-funded warrants, plus 14,689,851 underlying shares. The offering price is $0.2164 per share; each pre-funded warrant is priced $0.001 less and is immediately exercisable at $0.001 per share, subject to 4.99% (or 9.99%) beneficial ownership limits.

Gross proceeds are $4,985,772.28, with proceeds before expenses of $4,636,768.22 and an estimated net of about $4.5 million. The company plans to use the net proceeds for working capital and general corporate purposes. D. Boral Capital LLC is the exclusive placement agent in a best efforts, no-minimum deal; placement agent fees are 7% of gross proceeds.

Shares outstanding were 78,365,157 before the offering and would be 101,472,653 assuming non-cashless exercise of all pre-funded warrants. VIVK last closed at $0.295 on October 15, 2025. Recent updates note a lender’s default notice and multiple note conversions into common stock, as well as a Nasdaq extension to March 16, 2026 to regain the $1.00 bid price.

Vivakor, Inc. entered a Second Forbearance Agreement with J.J. Astor & Co. and issued a new junior secured convertible note. The lender agreed to provide up to $2,450,000 in additional funding and forbear certain defaults, while keeping interest at the default rate of 19% and conversions at the Default Conversion Price.

As of the effective date, outstanding principal was $2,259,319.89 on the Initial Note and $5,685,805.13 on the Second Note. The lender delivered a notice of default under the Second Note, accelerated amounts due, and agreed to a standstill until November 30, 2025, provided Vivakor pays default-rate interest, issues the Third Note, and cures past-due payments. All amounts under the Initial and Second Notes are due on or before November 30, 2025.

Vivakor issued a Third Junior Secured Convertible Note with $1,620,000 principal, receiving $1,152,000 in proceeds before $53,000 in fees, to be repaid in 42 equal installments of $38,572. As additional consideration, the company agreed to issue 286,000 commitment shares for $286. The securities were issued under Section 4(a)(2).

Vivakor, Inc. reported that it issued a junior secured convertible promissory note (the Initial Note) to J.J. Astor & Co. in the principal amount of $6,625,000 in connection with a Loan and Security Agreement under which the company received $5,000,000 before fees. On July 9, 2025, Vivakor entered into a Forbearance and Amendment to the Loan Agreement and Note and also issued an Additional Junior Secured Convertible Note, which amended terms of the Loan Agreement and the Initial Note.