8-K
Vivakor, Inc. (VIVK)
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): December 22, 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 Rd. 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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock | VIVK | The Nasdaq Stock Market LLC <br> (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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
|---|
On December 23, 2025, Vivakor, Inc. (the “Company”), in accordance with the approval of the holders of a majority of the Company’s outstanding voting shares delivered at the Special Meeting of the Company’s Shareholders held on December 22, 2025, filed a Certificate of Amendment (the “Amendment to Articles”) to the Company’s Amended and Restated Articles of Incorporation, as amended, with the Secretary of State of the State of Nevada effecting the increase of the number of shares of capital stock the Company is authorized to issue to 515,000,000, comprised of 500,000,000 shares of common stock, par value $0.001 per share, and 15,000,000 shares of preferred stock, par value $0.001 per share.
The above description of the Amendment to Articles does not purport to be complete and is qualified in its entirety by reference to the Amendment to Articles, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
|---|
On December 22, 2025, Vivakor, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). The total votes cast at the meeting were 146,916,411 out of a total number of 270,781,687 votes outstanding and entitled to vote at the Special Meeting, meaning greater than 50% of the total votes outstanding and entitled to vote at the Special Meeting were present in person or by proxy thereby constituting a quorum. The results of the matters voted on by the Company’s stockholders are set forth immediately below.
Proposal 1
Approval of the Investor Stock Issuances, as detailed in the proxy materials:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
|---|---|---|---|
| 140,908,803 | 5,044,753 | 962,855 | - |
Proposal 2
Approval of the Reverse Stock Split, as detailed in the proxy materials:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
|---|---|---|---|
| 140,797,337 | 5,827,239 | 291,835 | - |
Proposal 3
Approval of the Increase in Authorized Stock, as detailed in the proxy materials:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
|---|---|---|---|
| 140,122,770 | 6,525,789 | 267,852 | - |
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Proposal 4
Approval of the 2025 Equity and Incentive Plan, as detailed in the proxy materials:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
|---|---|---|---|
| 141,630,785 | 4,929,941 | 355,685 | - |
On the basis of the above votes, (i) the proposal to approve the Investor Stock Issuances was adopted, (ii) the proposal to approve the Reverse Stock Split was adopted; (iii) the proposal to approve the Increase in Authorized Stock was adopted, and (iv) the proposal to approve the 2025 Equity and Incentive Plan was adopted.
| Item 7.01 | Regulation FD Disclosure. |
|---|
On December 22, 2025, Vivakor issued a press release announcing the Company’s entry into a non-binding letter of intent to acquire Coyote Oilfield Services, LLC. 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 is 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. |
|---|---|
| (d) | Exhibits. |
| --- | --- |
| Exhibit No. | Exhibit |
| --- | --- |
| 3.1 | Certificate of Amendment to Amended and Restated Articles of Incorporation, filed with the Secretary of State of the State of Nevada on December 23, 2025 |
| 99.1^(1)^ | Press Release Announcing Non-Binding Letter of Intent to Acquire Coyote Oilfield Services, LLC, issued December 22, 2025^1^ |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL document). |
| ^1^ | Exhibit is furnished and not filed, as described in Item 7.01. |
| --- | --- |
2
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: December 23, 2025 | By: | /s/ James Ballengee | |
| Name: | James Ballengee | ||
| Title: | Chief Executive Officer |
3
Exhibit 3.1
FRANCISC O V . AGUILAR Secretar y o f Stat e 40 1 Nort h Carso n Street Carso n City , Nevad a 89701 - 4201 (775 ) 684 - 5708 Website : www.nvsos.gov Profit Corporation: Cer t ificat e o f Amendmen t (PURSUAN T T O NR S 78.38 0 & 78.385/78.390) Certificat e t o Accompan y Restate d Article s o r Amende d and Restate d Article s (PURSUAN T T O NR S 78.403) Officer’ s Statemen t (PURSUAN T T O NR S 80.030) TYP E O R PRIN T - US E DAR K IN K ONL Y - D O NO T HIGHLIGHT This form must be accompanied by appropriate fees. Page 1 of 2 Revised: 9/1/2023 Nam e o f entit y a s o n fil e wit h th e Nevad a Secretar y o f State: Vivakor, Inc. Entit y o r Nevad a Busines s Identificatio n Numbe r (NVID) : NV20061383583 1 . Entit y information: Certificat e t o Accompan y Restate d Article s o r Amende d an d Restate d Articles Restate d Article s - N o amendments ; article s ar e restate d onl y an d ar e signe d b y an office r o f th e corporatio n wh o ha s bee n authorize d t o execut e th e certificat e by resolutio n o f th e boar d o f director s adopte d on: Th e certificat e correctl y set s fort h th e tex t o f th e article s o r certificat e a s amended t o th e dat e o f th e certificate. Amended and Restated Articles * Restated or Amended and Restated Articles must be included with this filing type. 2 . Restate d or Amende d and Restate d Articles : (Selec t one) (I f amendin g and restatin g only , complete sectio n 1, 2 3 , 5 an d 6) Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.380 - Before Issuance of Stock) The undersigned declare that they constitute at least two - thirds of the following: (Check only one box) incorporators board of directors The undersigned affirmatively declare that to the date of this certificate, no stock of the corporation has been issued 3 . Typ e of Amendmen t Filing Bein g Completed: (Selec t onl y on e box ) (I f amending , complete sectio n 1 , 3 , 5 an d 6.) Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: 51.74% O r N o actio n b y stockholder s i s required , nam e chang e only . Officer’ s Statemen t (foreig n qualifie d entitie s onl y) - Nam e i n hom e state , i f usin g a modifie d nam e i n Nevada: Jurisdictio n o f formation: Change s t o take s th e followin g effect: Th e entit y nam e ha s bee n amended . Dissolution Th e purpos e o f th e entit y ha s bee n amended . Merger Th e authorize d share s hav e bee n amended . Conversion Other : (specif y changes ) * Officer’s Statement must be submitted with either a certified copy of or a certificate evidencing the filing of any document, amendatory or otherwise, relating to the original articles in the place of the corporations creation.
FRANCISC O V . AGUILAR Secretar y o f State 40 1 Nort h Carso n Street Carso n City , Nevad a 89701 - 4201 (775 ) 684 - 5708 Website : www.nvsos.gov 4 5 c 6 ( This form must be accompanied by appropriate fees. Page 2 of 2 Revised: 9/1/2023 Profi t Corporation: Cer t ificat e o f Amendmen t (PURSUAN T T O NR S 78.38 0 & 78.385/78.390) Certificat e t o Accompan y Restate d Article s o r Amende d and Restate d Article s (PURSUAN T T O NR S 78.403) Officer’ s Statemen t (PURSUAN T T O NR S 80.030) Date: Time: (mus t no t b e late r tha n 9 0 day s afte r th e certificat e i s filed) . Effectiv e Dat e and Time : (Optional) Change s t o take s th e followin g effect: Th e entit y nam e ha s bee n amended. Th e registere d agen t ha s bee n changed . (attac h Ce r tifi c at e o f Acceptanc e fro m new registere d agent) Th e purpos e o f th e entit y ha s bee n amended. Th e authorize d share s hav e bee n amended. Th e directors , manager s o r genera l partner s hav e bee n amended. IR S ta x languag e ha s bee n added. Article s hav e bee n added. Article s hav e bee n deleted. Other. Th e article s hav e bee n a m ende d a s follows : (provid e a r ticl e numbers , i f available) Article III Authorized Common Stock increased to 500,000,000 (see attached (attac h additiona l page( s) i f necessary) . Informatio n Being Changed : (Domestic orporation s only) X Chief Executive Officer Signature of Officer or Authorized Signer Title X Signature of Officer or Authorized Signer Title *If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof. . Signature: Required) Please include any required or optio n al information in space belo w : (attach additional page(s) if necessary)
ATTACHMENT TO
CERTIFICATE OF AMENDMENT TO
ARTICLES OF INCORPORATION
OF
VIVAKOR, INC.
ARTICLE III
A. Classes of Stock. The Corporation is authorized to issue two classes of shares of stock to be designated as “Common Stock” and “Preferred Stock”. The total number of shares of Common Stock which this Corporation is authorized to issue is 500,000,000, par value $0.001. The total number of shares of Preferred Stock which this Corporation is authorized to issue is 15,000,000 shares, par value $0.001, and the Company has withdrawn the preferred stock designations for the previously designated Series A Preferred Stock (66,667 authorized shares), Series B Preferred Stock (3,266,667 authorized shares), Series B-1 Preferred Stock (1,666,667 authorized shares), Series C Preferred Stock (3,333,334 authorized shares), and Series C-1 Preferred Stock (1,666,667 authorized shares), which shares have been returned to the Corporation’s authorized Preferred Stock. The Corporation currently has one series of outstanding Preferred Stock, entitled Series A Convertible Preferred Stock (150,000 authorized shares).
B. Rights, Preferences, Privileges and Restrictions of Preferred Stock. The Preferred Stock authorized by these Amended and Restated Articles of Incorporation may be issued from time to time in one or more series. The Corporation’s Board of Directors (the “Boardof Directors”) hereby is authorized to fix or alter the rights, preferences, privileges and restrictions granted to or imposed on each additional series of Preferred Stock, and the number of shares constituting any such series and the designation thereof, or any of them. Subject to compliance with applicable protective voting rights that have been or may be granted to the Preferred Stock or any series thereof in Certificates of Designation or in these Articles of Incorporation (“Protective Provisions”), but notwithstanding any of the other rights of the Preferred Stock or any series thereof, the rights, preferences, privileges and restrictions of any such additional series of Preferred Stock may be subordinated to, pari passu with (including, without limitation, inclusion in provisions with respect to liquidation and acquisition preferences, redemption and/or approval of matters by vote or written consent) or senior to any of those of any present or future class or series of Preferred Stock or Common Stock. Subject to compliance with applicable Protective Provisions (if any), the Board of Directors also is authorized to increase or decrease the number of shares of any series of Preferred Stock (other than the Series A Preferred Stock), before or after the issuance of such series, but not below the number of shares of such series then outstanding. In case the number of shares of any series is so decreased, the shares constituting such decrease shall resume the status that they had before the adoption of the resolution originally fixing the number of shares of such series.
C. Common Stock.
1. Dividend Rights. Subject to the prior rights of holders of all classes of stock at the time outstanding having prior rights as to dividends, the holders of Common Stock shall be entitled to receive, when, as and if declared by the Board of Directors, out of any assets of the Corporation legally available therefor, such dividends as may be declared from time to time by the Board of Directors.
2. Liquidation Rights. Upon the liquidation, dissolution or winding up of the Corporation, the assets of the Corporation shall be distributed to the Corporation’s shareholders as set forth in these Articles of Incorporation.
Redemption. The Common Stock is not redeemable.
Voting Rights. The holder of each share of Common Stock shall have the right to one (1) vote for each such share, shall be entitled to notice of any stockholders’ meeting in accordance with the Bylaws of the Corporation and shall be entitled to vote upon such matters and in such manner as may be provided by law.
Exhibit 99.1
VivakorSigns Letter of Intent to Acquire Coyote Oilfield Services,
Expanding Integrated Midstream Capabilities
Dallas, TX – Globe Newswire - December 22, 2025 - Vivakor, Inc. (Nasdaq: VIVK) (“Vivakor” or the “Company”), an integrated provider of energy transportation, storage, reuse, and remediation service, announced today that it has signed a non-binding letter of intent to acquire Coyote Oilfield Services, LLC (“Coyote”), through its affiliate Vivakor Midstream, LLC.
The proposed acquisition is intended to materially expand Vivakor’s midstream capabilities by adding complementary expertise across pipeline development, terminal operations, oilfield services, and energy marketing, strengthening the Company’s ability to deliver integrated infrastructure and logistics solutions to customers across the energy value chain.
Coyote is a growth-oriented energy infrastructure and logistics provider with a strong track record in the design, construction, ownership, and operation of crude oil pipeline, gathering, and terminal assets across major producing regions. Its oilfield services operations provide construction management and consulting services for a wide range of capital projects, enabling Vivakor to extend its capabilities earlier in the asset lifecycle and more effectively support customer development needs.
In addition, Coyote’s marketing capabilities and established industry relationships are expected to enhance Vivakor’s ability to optimize volumes, improve asset utilization, and deepen long-term relationships with producers, marketers, refiners, and end-use customers. Coyote’s principals are expected to remain with the business following closing, supporting continuity, integration, and execution.
Vivakor Chairman and Chief Executive Officer James Ballengee commented, “We are excited to team up with the Coyote team. They bring proven operational, construction, and commercial capabilities that meaningfully enhance Vivakor’s integrated midstream platform. We believe this combination positions us to deliver more comprehensive, customer-focused infrastructure solutions while strengthening relationships across our core markets.”
Michael Duffy, Managing Partner and Chief Executive Officer of Coyote Oilfield Services, added, “Vivakor’s integrated midstream platform and disciplined approach to infrastructure development make them a strong strategic fit for Coyote. Our team has deep experience designing, constructing, and operating pipeline, terminal, and related oilfield infrastructure, and we believe combining those execution capabilities with Vivakor’s broader platform will allow us to deliver projects more efficiently, scale solutions faster, and better support customers across key energy markets.”
The parties are working toward definitive agreements with a targeted closing on or before February 28, 2026, subject to customary conditions.
About Vivakor, Inc.
Vivakor, Inc. is an integrated provider of 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, future reuse, and remediation services under long-term contracts. Vivakor’s 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.com
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, fluctuations in global and regional oil and gas prices and markets, the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect Vivakor, 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. Forecasts and estimates regarding Vivakor’s industries and markets are based on sources we believe to be reliable; however, there can be no assurance these forecasts and estimates will prove accurate in whole or in part.
Investors Contact:
P: 469-480-7175
info@vivakor.com