VIVK 8-K
Vivakor, Inc. (VIVK)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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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).
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K or this Report contains forward-looking statements. Any and all statements contained in this Report that are not statements of historical fact may be deemed forward-looking statements. Terms such as “may,” “might,” “would,” “should,” “could,” “project,” “estimate,” “pro-forma,” “predict,” “potential,” “strategy,” “anticipate,” “attempt,” “develop,” “plan,” “help,” “believe,” “continue,” “intend,” “expect,” “future” and terms of similar import (including the negative of any of the foregoing) may be intended to identify forward-looking statements. However, not all forward-looking statements may contain one or more of these identifying terms. Forward-looking statements in this Report may include, without limitation, statements regarding the plans and objectives of management for future operations.
The forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances, including the closing of the Membership Interest Purchase Agreement disclosed below, and may not be realized because they are based upon our current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences, many of which we have no control over. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties.
Readers are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them. We disclaim any obligation to update the forward-looking statements contained in this Report to reflect any new information or future events or circumstances or otherwise, except as required by law.
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| Item 3.02 | Unregistered Sales of Equity Securities. |
As previously reported, between June 6, 2025 and June 9, 2025, Vivakor, Inc. (the “Company”) issued convertible promissory notes (the “Lender Notes”), to seven non-affiliated accredited investors (the “Lenders”), in the aggregate principal amount of $5,117,647.06 in connection with a Securities Purchase Agreement entered into by and between the Company and the Lenders (the “Lender SPA”). Under the terms of the Lender SPA and the Lender Notes, the Company received $4,350,000 prior to deducting customary fees.
On August 10, 2026, the Company received a Notice of Conversion from one of the Lenders converting a total of $65,280 of the amounts due under the Lender Notes into 103,619 shares of the Company’s common stock (the “Lender Shares”). Pursuant to the terms of the Lender Notes and the Notice of Conversion, the Company issued the Lender Shares. The Lender Shares were issued without a Rule 144 restrictive legend pursuant to a legal opinion received by the Company and its transfer agent. The issuances of the foregoing securities were exempt from registration pursuant to Section 4(a)(2) of the Securities Act promulgated thereunder as the holder is an accredited investor and familiar with our operations.
As previously reported, on July 9, 2025, the Company issued a junior secured convertible promissory note (the “Second Note”) to J.J. Astor & Co. (the “J.J. Astor”), in the principal amount of $5,940,000 (the “Principal Amount”), in relation to a Loan and Security Agreement by and between the Company, its subsidiaries, and J.J. Astor (the “Loan Agreement”). The Company received $4,400,000, before fees.
Between August 7, 2026 and August 10, 2026, the Company received Notices of Conversion from J.J. Astor converting an aggregate of $475,000 of the amount due under the Second Note into an aggregate of 741,830 shares of the Company’s common stock (the “J.J. Astor Shares”). Pursuant to the terms of the Second Note and the Notices of Conversion, the Company issued the J.J. Astor Shares. The J.J. Astor Shares were issued without a Rule 144 restrictive legend pursuant to a legal opinion received by the Company and its transfer agent. The issuances of the foregoing securities were exempt from registration pursuant to Section 4(a)(2) of the Securities Act promulgated thereunder as the holder is an accredited investor and familiar with our operations.
| Item 7.01 | Regulation FD Disclosure. |
On August 13, 2026, the Company issued a press release announcing a non-binding Indication of Interest with M2i Global, Inc. 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. | Title | |
| 99.1(1) | Press Release dated August 13, 2026 Announcing Indication of Interest with M2i Global, Inc. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
| (1) | Exhibit is furnished and not filed, as described in Item 7.01. |
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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: August 13, 2026 | By: | /s/ James H. Ballengee | |
| Name: | James H. Ballengee | ||
| Title: | Chairman, President & CEO | ||
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Exhibit 99.1
Vivakor
and M2i Global Announce Strategic Collaboration to
Advance U.S. Critical Minerals Supply Chain
Executed
Indication of Interest Contemplates Proposed Business Combination
Across Commodities Trading, Remediation and Critical Minerals
Dallas, TX – Globe Newswire - August 13, 2026 - Vivakor, Inc. (Nasdaq: VIVK) (“Vivakor” or the “Company”), an integrated provider of energy transportation, storage, reuse and remediation services, today announced that it has entered into an Indication of Interest (“IOI”) with M2i Global, Inc. (OTCQB: MTWO) (“M2i”) to evaluate a potential business combination and pursue strategic opportunities across commodities trading, reclamation and critical minerals, with a shared focus on strengthening the U.S. critical minerals supply chain and advancing domestic mineral independence.
The proposed combination would bring together Vivakor’s growing commodities marketing and remediation businesses with M2i’s critical minerals platform, creating the potential for an expanded U.S.-focused platform spanning commodity marketing, resource recovery and critical materials supply chain development.
Under the executed IOI, Vivakor and M2i intend to negotiate the terms and conditions of a potential transaction during an initial 30-day period, including valuation, transaction structure, management and board composition. The IOI contemplates a potential equity-exchange acquisition of M2i by Vivakor, although the parties remain open to alternative structures. At the conclusion of the initial negotiation period, the parties may enter into a more comprehensive Letter of Intent outlining the proposed terms of a potential transaction, extend discussions or elect not to proceed.
M2i is a U.S.-based critical materials infrastructure and systems-integration platform focused on strengthening domestic access to critical minerals and metals. Its platform includes a federally sited critical mineral repository initiative, multi-commodity processing capabilities, commercial offtake and industry relationships, and compliance and traceability systems designed to support defense and U.S. critical minerals supply chains.
“Our team has been closely following M2i since 2025, and we believe there are compelling strategic synergies between our organizations,” said James Ballengee, Chairman, President and Chief Executive Officer of Vivakor. “Vivakor has been building scale across commodities trading and remediation, while M2i has been developing a platform focused on one of the most strategically important supply chain challenges facing the United States today. We believe the potential combination could significantly broaden the markets and opportunities available to both organizations.”
Ballengee continued, “Critical minerals represent a natural extension of the platform we are building. We believe combining our capabilities could create meaningful opportunities across commodities marketing, resource recovery and critical minerals while positioning the combined platform to participate in the continued development of a more secure domestic supply chain. This IOI is an important first step as we evaluate the opportunity and determine the path forward.”
Major General (Ret.) Alberto Rosende, Chief Executive Officer of M2i Global, stated, “We have known the Vivakor leadership team for over a year and have been impressed with their ability to navigate the public markets and reposition their business for growth across commodities trading and remediation. We believe there are meaningful areas of overlap between our organizations and look forward to working together to evaluate opportunities that could strengthen the U.S. critical minerals supply chain and benefit both companies.”
The IOI represents an expression of intent and, except for certain provisions specified therein, is non-binding. Any potential transaction remains subject to further negotiations, due diligence, execution of definitive agreements, applicable approvals and customary closing conditions. There can be no assurance that the discussions contemplated by the IOI will result in an LOI, definitive agreement or completed transaction.
About M2i Global, Inc.
M2i Global, Inc integrates people, technology, and solutions from across sectors to ensure access to critical minerals and metals for national defense and economic security. M2i Global aims to establish a Critical Mineral Repository, creating a resilient supply chain that addresses the global shortage of essential minerals and metals.
For more information, please visit www.m2i.global
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 and produced water gathering, storage, transportation, reuse, and remediation services under long-term contracts.
Once operational, 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: www.vivakor.co
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. Forecasts and estimates regarding 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.
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