Vivakor SEC Filings

Vivakor, Inc. (VIVK) announced two items. First, its subsidiary Vivakor Supply & Trading entered a Physical Commodity Intermediation Agreement with a single non‑affiliated wholesaler that provides credit support—such as letters of credit, surety bonds, cash deposits, and guarantees—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. reports several financing-related share issuances tied to existing convertible notes. A junior secured convertible promissory note issued on March 17, 2025 with a principal amount of $6,625,000 previously provided the Company $5,000,000 in proceeds on March 18, 2025. On October 2 and October 6, 2025, the lender converted $400,000 and $500,000 of this principal into 2,991,773 and 3,496,503 shares of common stock, which were issued without a Rule 144 restrictive legend.

Separately, on August 12, 2025, Vivakor issued a convertible promissory note with aggregate principal of $647,500 to a non-affiliated accredited investor in exchange for $550,000 in funding and agreed to issue 82,500 common shares as an additional incentive, which were issued with a restrictive legend on October 8, 2025. The Company states that these securities issuances were made under Section 4(a)(2) of the Securities Act to accredited investors familiar with its operations.

Vivakor, Inc. reports that lender J.J. Astor & Co. has converted $700,000 of the principal on its junior secured convertible note into 5,235,602 shares of Vivakor common stock. This note, issued on March 17, 2025 with a principal amount of $6,625,000, previously provided the company with $5,000,000 in loan proceeds.

The lender had already converted $200,000 of principal into 720,072 shares and another $200,000 into 1,084,011 shares, and had received 250,000 commitment shares, with all such issuances stated as not exceeding 5% of Vivakor’s outstanding stock since the June 30, 2025 quarterly report. The shares issued to the lender were delivered without a Rule 144 restrictive legend based on a legal opinion, and the company states that the issuance was exempt from registration under Section 4(a)(2) of the Securities Act as a private placement to an accredited investor.

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.

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.

Vivakor, Inc. reported results from its 2025 annual stockholder meeting and an update on its Nasdaq listing status. Stockholders elected four directors — James Ballengee, John Harris, Albert Johnson and Michael Thompson — and approved several equity-related proposals, including J.J. Astor Stock Issuances, Notes Stock Issuances, Preferred Stock Issuances, a Reverse Stock Split, the MEL/ET Transaction, ratification of Urish Popeck & Co., LLC as auditor for the year ending December 31, 2025, and a non-binding advisory vote approving executive compensation. A quorum was present, with 30,286,353 shares voted out of 48,051,097 shares outstanding and entitled to vote. Vivakor also disclosed that Nasdaq granted an additional 180 days, through March 16, 2026, for the company to regain compliance with the minimum $1 bid price requirement, and its shares continue to trade on the Nasdaq Capital Market under the symbol VIVK.

Vivakor, Inc. reported results from its 2025 annual stockholder meeting and an update on its Nasdaq listing status. Stockholders elected four directors — James Ballengee, John Harris, Albert Johnson and Michael Thompson — and approved several equity-related proposals, including J.J. Astor Stock Issuances, Notes Stock Issuances, Preferred Stock Issuances, a Reverse Stock Split, the MEL/ET Transaction, ratification of Urish Popeck & Co., LLC as auditor for the year ending December 31, 2025, and a non-binding advisory vote approving executive compensation. A quorum was present, with 30,286,353 shares voted out of 48,051,097 shares outstanding and entitled to vote. Vivakor also disclosed that Nasdaq granted an additional 180 days, through March 16, 2026, for the company to regain compliance with the minimum $1 bid price requirement, and its shares continue to trade on the Nasdaq Capital Market under the symbol VIVK.