VIVK 8-K
Vivakor, Inc. (VIVK)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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, on August 12, 2025, the Company issued a convertible promissory note (the “Note”), to an accredited investor (the “Holder”), in the principal amount of $647,059. The Company received $550,000, before fees.
Between July 21, 2026 and July 24, 2026, the Company received a Notice of Conversion (the “Holder’s Notice of Conversion”) from one of the Holder converting an aggregate of $326,988 of the principal amount and interest due under the Notes into 371,000 shares of the Company’s common stock (the “Holder’s Shares”). Pursuant to the terms of the Note and the Holder’s Notice of Conversion, the Company issued the Holder’s Shares. The Holder’s 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, June 5, 2025 and June 9, 2025, 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.
Between July 23, 2026 and July 25, 2026, the Company received Notices of Conversion from several of the Lenders converting $448,120 of the amounts due under the Lender Notes into 448,038 shares of the Company’s common stock (the “Lender Shares”), respectively. Pursuant to the terms of the Lender Notes and the Notices 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 July 21, 2026 and July 27, 2026, the Company received Notices of Conversion from J.J. Astor converting an aggregate of $1,477,500 of the Principal Amount of the Second Note into an aggregate of 1,631,014 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 July 24, 2026, the Company issued a press release announcing its subsidiary, Vivakor Supply & Trading, LLC ("VST"), executed two new recurring physical crude oil purchase and sale transactions with commercial counterparties. 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.
On July 27, 2026, the Company issued a press release providing an update on its flagship oil remediation processing facility in Houston, Texas. The full text of the press release is attached to this Current Report on Form 8-K as Exhibit 99.2 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.
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| Item 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
| (d) | Exhibits |
| Exhibit No. | Title | |
| 99.1(1) | Press Release dated July 24, 2026 Announcing the Closing of Two New Crude Oil Purchase and Sale Transactions by Vivakor Supply & Trading LLC | |
| 99.2(2) | Press Release dated July 27, 2026 Providing an Update on Houston, Texas Oil Remediation Processing Facility | |
| 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: July 27, 2026 | By: | /s/ James H. Ballengee | |
| Name: | James H. Ballengee | ||
| Title: | Chairman, President & CEO | ||
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Exhibit 99.1
Vivakor Surpasses $1 Billion in Annualized Physical Crude Transactions
Two additional recurring commercial programs increase estimated annualized commercial activity to more than $1.09 billion
while further expanding Vivakor Supply & Trading’s physical crude oil marketing platform.
Dallas, TX – GlobeNewswire – July 24, 2026 – Vivakor, Inc. (Nasdaq: VIVK) (“Vivakor” or the “Company”), through its wholly owned subsidiary Vivakor Supply & Trading, LLC (“VST”), today announced the execution of two new recurring physical crude oil commercial programs expected to generate approximately $384 million of annualized commercial activity, increasing the Company’s announced physical crude oil marketing platform to more than $1.09 billion of annualized commercial activity, based on current market pricing assumptions.
The new commercial programs consist of two recurring physical crude oil purchase and sale transactions at the Cushing and Midland Terminals and further expand VST’s recurring physical crude oil marketing activities. The agreements reflect the Company’s continued execution of its strategy to build a scalable, integrated commercial marketing platform that complements its transportation, terminaling and storage operations.
Key Highlights
| ● | Additional Annualized Commercial Activity: Approximately $384 million |
| ● | Commercial Platform: More than $1.09 billion |
| ● | New Commercial Programs: Two |
| ● | Additional Marketed Volume: 400,000 barrels per month (4.8 million barrels annually) |
| ● | Location: Cushing and Midland Terminals |
| ● | Contract Term: August 1, 2026 – July 31, 2027 |
| * | Based on current market pricing assumptions. Actual commercial activity will vary based on commodity prices, market differentials, delivered volumes and timing. |
“Surpassing $1 billion of announced annualized commercial activity marks an important milestone in the continued growth of Vivakor Supply & Trading,” said James Ballengee, Chairman, President and Chief Executive Officer of Vivakor. “The continued expansion of our recurring commercial programs reflects the strength of our commercial relationships and our ability to consistently originate and execute physical crude oil transactions. As we build additional scale across our marketing platform, we believe we are creating a business that complements our transportation, terminaling and storage operations while supporting long-term shareholder value.”
Consistent with standard physical commodity marketing transactions, VST only recognizes a small percentage of the total contract value as gross profit, reflecting its role as an intermediary in the physical crude oil supply chain. Accordingly, the gross profit recognized by VST will represent only a portion of the estimated commercial activity described above and will vary based on market conditions, commodity pricing, transaction structure and delivered volumes.
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 and the Endeavor Entities or the date of such information in the case of information from persons other than Vivakor and the Endeavor Entities, 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 the Endeavor Entities 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.
Investor Contact:
P:469-480-7175
[email protected]
Exhibit 99.2
Vivakor Advances Houston Oil Remediation Processing Center Toward Commercial Operations
The Company completes capital funding commitments as commissioning activities begin at its flagship oil remediation processing facility.
Dallas, TX – GlobeNewswire – July 27, 2026 – Vivakor, Inc. (Nasdaq: VIVK) (“Vivakor” or the “Company”), an integrated energy infrastructure company providing transportation, terminaling and storage, supply & trading, and environmental solutions, today announced that the capital funding commitments contemplated under the previously announced Monarch Remediation & Processing I, LLC joint venture have been fulfilled, enabling the commencement of commissioning activities at the Company’s Remediation Processing Center (“RPC”) in Harris County, Texas.
The completion of the required capital commitments marks an important milestone in the development of the Company’s flagship Houston Remediation Processing Center. With the joint venture funding commitments now fulfilled, commissioning activities are underway as Vivakor prepares the RPC for commercial operations. The commissioning process includes system testing, equipment validation, and operational readiness activities designed to prepare the facility for commercial operations.
“When we announced our partnership with Monarch in June, our objective was to move the Houston Remediation Processing Center from construction into commissioning and position the facility for commercial operations,” said James Ballengee, Chairman, President and Chief Executive Officer of Vivakor. “With the required capital now fully funded under the agreement, commissioning activities are underway, marking another important milestone in the execution of our integrated energy platform strategy. We remain focused on successfully completing commissioning activities and look forward to providing additional updates as we progress toward commercial operations.”
The Company intends to provide additional updates as the RPC progresses through commissioning and reaches key operational milestones.
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.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.
Investor Contact:
P:469-480-7175
[email protected]