VIVK 8-K
Vivakor, Inc. (VIVK)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices)
(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 | ||
| The (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 | Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On July 10, 2026, a Certificate of Amendment (the “Amendment to Articles”) to Vivakor, Inc.’s (the “Company”) Amended and Restated Articles of Incorporation, as amended, was filed with the State of Nevada, which implements a 1-for-20 reverse stock split of the Company’s common stock in accordance with the approval of the holders of a majority in interest of the Company’s outstanding votes delivered at the Annual Meeting of the Company’s Shareholders held on June 30, 2026. The reverse stock split will be effective with Nasdaq at the open of the market on Friday, July 17, 2026.
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 7.01 | Regulation FD Disclosure. |
On July 14, 2026, the Company issued a press release announcing that it is effecting a 1-for-20 reverse stock split of its common stock, effective July 17, 2026, in order to support the Company’s continued listing on the Nasdaq Capital Market (the “Press Release”). 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 to Effect 1-for-20 Reverse Stock Split | |
| 99.1(1) | Press Release dated July 14, 2026 Announcing Vivakor Will Effect a 1-for-20 Reverse Stock Split of its Common Stock, Effective July 17, 20261 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL document). |
| 1 | Exhibit is furnished and not filed, as described in Item 7.01. |
1
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: July 16, 2026 | By: | /s/ James Ballengee | |
| Name: | James Ballengee | ||
| Title: | Chief Executive Officer | ||
2
Exhibit 3.1
| STATE OF NEVADA | ||
FRANCISCO V. AGUILAR Secretary of State |
 |
C. MURPHY HEBERT Chief Deputy Secretary of State
DEANNA L.
REYNOLDS |
OFFICE OF THE SECRETARY OF STATE |
Business Entity - Filing Acknowledgement
| 07/10/2026 | ||
| Work Order Item Number: | W2026071000964-5336387 | |
| Filing Number: | 20265890606 | |
| Filing Type: | Amendment After Issuance of Stock | |
| Filing Date/Time: | 7/10/2026 12:49:00 PM | |
| Filing Page(s): | 4 |
Indexed Entity Information:
| Entity ID: E0799472006-9 | Entity Name: VIVAKOR, INC. | |
| Entity Status: Active | Expiration Date: None |
Commercial Registered Agent
CAPITOL CORPORATE SERVICES, INC.
716 N. Carson St. #B, Carson City, NV 89701, USA
The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future.
| Respectfully, | |
| /s/ FRANCISCO V. AGUILAR | |
| FRANCISCO V. AGUILAR | |
| Secretary of State |
Page 1 of 1 Commercial Recording |
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| 401 N. Carson Street | 1 State of Nevada Way | |||||
| Carson City, NV 89701 | Las Vegas, NV 89119 |
Business Number E0799472006 - 9 Filed in the O f fice of Secretary of State State Of Nevada Filing Number 20265890606 Filed On 7/10/2026 12:49:00 PM Number of Pages 4
CJ 2 : 39 : 3 1 p . m . 0 1 - 1 0 - 2 026 [ 4 I 18886118813 T o : Nevada Secretary of State Page: 4 of 6 2026 - 07 - 10 19:4 0 : 17 GMT 18886118813 Fro m : Vcorp Services , LL( FRANC I SCO V. AGU I LAR Secretary of State 401 North Carson Street Carson C i ty, Nevada 89701 - 4201 (775) 684 - 5708 Website: www.nvsos.gov Profit Corporation: Certificate of Amendment ( PURSUANT TO NRs 7 8 . 380 & 78 . 385/78 . 390) Certificate to Accompany Restated Articles or Amended and Restated Articles ( PuRsuANT TO NRs 78.403 ) Officer's Statement ( PURSUANT To NRs s o . o3o) 4. Effect i ve Date and Time: ( Optional ) 5. I nformation Being Changed: ( Domestic corporations only) Tim e : 07/16/2026 : 4:01 p.m., ET Date: ( must not be later than 90 days after the certificate is filed ) Changes to takes the following effect: ' _: The entity name has been amende d . =: _; The reg i stered agent has been changed. ( attach Certificate of Acceptance from new registered agent ) C l The purpose of the entity has been amende d . The authorized shares have been amende d . U The directors , managers or general partners have been amended. IRS tax l anguage has been adde d . Articles have been adde d . Articles have been deleted. ! X i Other. The articles have been amended as follows : (provide article number s , if available) Article 3 is amended as set forth below ,<7 , / J ttach additional page(s) if necessary) 6. S i gnature: (Required) CEC Title Signatur . < t l Officer or Authorized Signer Signature of Off i cer or Authorized Signer Title *If any proposed amendment would alter or change any preference or any relative or other right g i ven to any class or series of outstanding share s . then the amendment must be approved by the vot e , in addition to the affirmative vote otherwise require d , 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 thereo f . P l ease i nclude any requ i red or opt i onal information in space below: ( attach additional page(s) if necessary) Art icle 3 is amended to provide that each twenty (20) shares of issued and outstanding common stock, $0.001 par value per shar e , will be consolidated into one (1) share of common stock, $0.001 par value per shar e . No fractional shares will be issue d . Any fractional shares resulting from the reverse stock split will be rounded up to the nearest who l e share (see attached) . This form must be accompanied by appropriate fees . Page 2 of 2 Revise d : 9 1 1 1 2 023
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. The Corporation currently has one series of outstanding Preferred Stock, entitled Series A Convertible Preferred Stock (150,000 authorized shares).
B. Reverse Stock Split. Upon the effectiveness of this Certificate of Amendment to Articles of Incorporation with the Secretary of State of the State of Nevada (the “Effective Time”), each twenty (20) shares of Common Stock of the Corporation issued and outstanding immediately prior to the Effective Time (“Old Common Stock”) shall automatically be combined and converted, without any action on the part of the holder thereof, into one (1) share of fully paid and nonassessable Common Stock of the Corporation (the “Reverse Stock Split”). Fractional shares, if any, will be rounded up to the next whole share. The Reverse Stock Split shall occur whether or not the certificates representing shares of Old Common Stock are surrendered to the Corporation or its transfer agent. The Reverse Stock Split shall be effected on a record holder-by-record holder basis, such that any fractional shares of Common Stock resulting from the Reverse Stock Split and held by a single record holder shall be aggregated. The par value of each share of Common Stock shall not be adjusted in connection with the Reverse Stock Split, and the number of shares of Common Stock the Corporation is authorized to issue, as set forth in Section A of this Article 3, shall not be reduced or otherwise affected by the Reverse Stock Split.
C. 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 “Board of 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.
D. 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.
3. Redemption. The Common Stock is not redeemable.
4. 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
Vivakor Announces 1-for-20 Reverse Stock Split
Reverse Stock Split Expected to Become Effective July 17, 2026
Dallas, TX – GlobeNewswire – July 14, 2026 – Vivakor, Inc. (Nasdaq: VIVK) (“Vivakor” or the “Company”), an integrated provider of energy transportation, storage, reuse, and remediation services, today announced a 1-for-20 reverse stock split of its issued and outstanding common stock (the “Reverse Stock Split”). The Reverse Stock Split is expected to become effective at the opening of trading on the Nasdaq Capital Market on July 17, 2026 under the existing ticker symbol “VIVK.”
The Reverse Stock Split is intended to increase the per-share trading price of the Company’s common stock and support the Company’s continued listing on the Nasdaq Capital Market. On June 30, 2026, at the 2026 Annual Meeting of Stockholders, the stockholders approved one or more reverse stock splits of our common stock over the course of the next two years at a ratio within a range from one-for-two (1:2) up to one-for-two thousand (1:2000), with the specific ratio and date of any such reverse stock split to be determined by the Board of Directors. The Company’s Board of Directors approved the current Reverse Stock Split at the ratio of 1-for-20. Following the Reverse Stock Split each twenty (20) shares of the Company’s issued and outstanding common stock will automatically be combined into one (1) share of common stock. As a result, the Company’s outstanding shares will be reduced from approximately 13,344,000 to approximately 667,200, while the number of authorized shares will remain unchanged. Following the reverse stock split, the Company’s common stock will trade under the new CUSIP number 92852R601.
No fractional shares will be issued. Stockholders who would otherwise receive a fractional share will instead receive one whole share.
About Vivakor, Inc.
Vivakor, Inc. is an integrated provider of sustainable energy transportation, storage, reuse, and remediation services, operating one of the largest fleets of oilfield trucking services in the continental United States. 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, reuse, and remediation services under long-term contracts. Once operational, Vivakor’s interest in 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, the expected transaction and ownership structure, the valuation of the transaction, the likelihood and ability of the parties to successfully and timely consummate planned acquisitions, the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect Vivakor or the expected benefits of the such transaction, 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.
Investor Contact:
P:469-480-7175
[email protected]