Vivakor, Inc 8-K, filed Oct 6, 2026
Vivakor, Inc. (VIVK)
About this 8-K
Vivakor, Inc filed this 8-K on October 6, 2026, reporting on events of September 30, 2026.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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
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| Item 5.03 | Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On September 30, 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-15 reverse stock split (the “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 Company’s Board of Directors approved a previous reverse stock split at the ratio of 1-for-20, which became effective on July 17, 2026. The Reverse Stock Split became effective with Nasdaq at the open of the market on Monday, October 5, 2026, under the existing trading symbol “VIVK.”
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 September 30, 2026, the Company issued a press release announcing that it is effecting a 1-for-15 reverse stock split of its common stock, effective October 5, 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.
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| 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-15 Reverse Stock Split | |
| 99.1(1) | Press Release dated September 30, 2026 Announcing Vivakor Will Effect a 1-for-15 Reverse Stock Split of its Common Stock, Effective October 5, 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. |
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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: October 6, 2026 | By: | /s/ James Ballengee | |
| Name: | James Ballengee | ||
| Title: | Chief Executive Officer | ||
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Exhibit 3.1
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 fifteen (15) 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-15 Reverse Stock Split
Dallas, TX – GlobeNewswire – September 30, 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-15 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 October 5, 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 (1:2,000), 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 a previous Reverse Stock Split at the ratio of 1-for-20, effective on July 17, 2026, and this Reverse Stock Split at the ratio of 1-for-15. Following the Reverse Stock Split each fifteen (15) 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 8,981,898 to approximately 598,794, 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 92852R700.
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. 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
info@vivakor.com