8-K - VIVK - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): May 28, 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 Road, Suite 500

Dallas, TX 75254

(Address of principal executive offices)

(949) 281-2606

(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: None

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	VIVK	The Nasdaq Stock Market LLC (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. ☐

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.

Item 3.02	Unregistered Sales of Equity Securities

On May 28, 2025, we issued a convertible promissory note (the “Note”), to a non-affiliated accredited investor (the “Holder”), in the aggregate principal amount of $172,500 in connection with a Securities Purchase Agreement entered into by and between the Company and certain Holders (the “SPA”). Under the terms of the SPA and the Note, we received $150,000, the Note matures twelve months from the date of issuance, has a 15% original issuance discount, has a one-time ten percent (10%) interest charge applied at the issuance date, and is convertible at eighty percent (80%) of the lower of (a) the closing price of the Company’s common stock as traded on either the Nasdaq or the New York Stock Exchange or the NYSE Amex Exchange (as applicable) on the trading day immediately prior to the date a notice of conversion is submitted in writing to the Company under the Note (each a “Notice Date”), or (b) the average of the four lowest VWAPS over the twenty (20) trading days prior to the applicable Notice Date. In connection with the issuance of the Note, we will issue the Holder 12,500 shares of our common stock as additional incentive to enter into the SPA and the Note. The issuance of the foregoing securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act promulgated thereunder as the Holder is accredited investor and familiar with our operations.

This summary is not a complete description of all of the terms of the SPA and the Note and are qualified in their entirety by reference to the full text of the SPA and the Note, forms of which are filed herein as Exhibits 10.1 and 10.2, respectively, and are incorporated by reference into this disclosure.

Item 7.01	Regulation FD Disclosure.

On May 29, 2025, the Company issued a press release regarding Vivakor’s financial and operational results for the three months ended March 31, 2025. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference (a “Press Release”).

On May 30, 2025, the Company issued a press release regarding Vivakor’s Board of Directors approving a special dividend of shares of Adapti, Inc. that Vivakor owns. A copy of the press release is attached as Exhibit 99.2 hereto and is incorporated herein by reference (a “Press Release”).

On June 3, 2025, the Company issued a press release regarding Vivakor strengthening its presence in the Permian Basin with 10 Pipeline Stations. A copy of the press release is attached as Exhibit 99.3 hereto and is incorporated herein by reference (a “Press Release”).

The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1, 99.2, 99.3 attached hereto, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under such section, nor shall it be deemed incorporated by reference in any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Cautionary Note Regarding Forward Looking Statements

Statements in this Current Report on Form 8-K and in the Press Releases that are not statements of historical fact may be forward-looking statements that reflect management’s current expectations, assumptions and estimates of future performance and economic conditions of the Company’s management team. Such statements are made in reliance on the safe harbor provisions of Section 27A of the Securities Act and Section 21E of the Exchange Act. Words such as “anticipates,” “believes,” “desires,” “plans,” “expects,” “intends,” “will,” “potential,” “hope” and similar expressions are intended to identify forward-looking statements. The assumptions and expectations expressed in these forward-looking statements are subject to various risks and uncertainties and, therefore, may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties. These forward-looking statements may include, but are not limited to, statements about the benefits of the Company’s operations, target basins, and volumes transported and processed, statements about the Company’s desired financial model, as well as the Company’s plans, objectives, expectations and intentions for the future. Detailed information regarding other factors that may cause actual results to differ materially from those expressed or implied by statements in this Current Report on Form 8-K and the Press Releases, including the documents incorporated by reference herein, may be found in the Company’s filings with the Securities Exchange Commission (the “SEC”), including under sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” of the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Report on Form 8-K filed with the SEC, as well as the Company’s other filings with the SEC, copies of which may be obtained from the SEC’s website, www.sec.gov. All forward-looking statements included in this Current Report on Form 8-K and in the Press Releases, and in the other documents the Company files with the SEC, are made only as of the date of this Current Report on Form 8-K and, as applicable, the date of the other documents the Company files with the SEC. The Company disclaims any intention or obligation to update or revise any forward-looking statements to reflect events or circumstances that subsequently occur, or of which the Company hereafter becomes aware, except as required by law. Persons reading this Current Report on Form 8-K and the other documents the Company files with the SEC are cautioned not to place undue reliance on such forward-looking statements.

ITEM 9.01	FINANCIAL STATEMENTS AND EXHIBITS.
(d)	Exhibits
---	---
Exhibit No.	Title
---	---
10.1*	Form of Securities Purchase Agreement with ClearThink Capital Partners, LLC and Other Investors dated May 13, 2025
10.2*	Form of Promissory Note Under Securities Purchase Agreement with ClearThink Capital Partners, LLC and Other Investors
99.1	Press Release Regarding Financial and Operational Results for the Three Months Ended March 31, 2025
99.2	Press Release Regarding Board of Directors Approving a Special Dividend of Shares of Adapti, Inc.
99.3	Press Release Regarding Strengthening Presence in Permian Basin
104	Cover Page Interactive Data File (formatted as Inline XBRL).
*	Incorporated by reference from that certain Current Report on<br>Form 8-K filed with the Commission on May 20, 2025.
---	---

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: June 3, 2025	By:	/s/ James H. Ballengee
		Name:	James H. Ballengee
		Title:	Chairman, President & CEO

Exhibit 99.1

VivakorRevenue Soars 133% in Q1 2025 to $37.3M

GrossProfit Up 345% with Record Asset Base

Marginsand EBITDA Remained Strong Due to Performance of ourTransportation Logistics Segment

Dallas, TX – Globe Newswire - May 29, 2025 - Vivakor, Inc. (Nasdaq: VIVK) (“Vivakor” or the “Company”), an integrated provider of energy transportation, storage, reuse, and remediation service, today announced financial and operational results for the three months ended March 31, 2025.

Key Financial Highlights for the Three Months Ended March 31, 2025 (yoy):

●	Revenue increased 133% to $37.3 million;
●	Gross profit increased 345% to $4.8 million;
---	---
●	Gross margin of 12.7%;
---	---
●	Adjusted EBITDA increased to $2.5 million;
---	---
●	Total assets at $248.2 million; and
---	---
●	Stockholders’ equity at $108.8 million.
---	---

Revenue breakdown:

●	Terminaling and storage at $21.8 million;
●	Terminaling and storage (related party) at $2.0 million;
---	---
●	Transportation logistics at $11.0 million; and
---	---
●	Transportation logistics (related party) at $2.5 million.
---	---

Management Commentary

Vivakor Chairman and Chief Executive Officer James Ballengee commented, “Our first quarter results were as expected and demonstrate the strength of our long-term contracts. While transportation volumes were down slightly due to the impact of global events and the uncertainty associated with such, our margins remained relatively flat, as we adjusted our framework of operating expenses. And as crude oil pricing dropped from the mid-$70’s to the mid-60’s during the quarter, our EBITDA remained flat.”

Ballengee concluded, “Our midstream assets, comprised of vehicles and trailers, pipeline facilities, crude oil transfer stations, terminal equipment and storage tanks, are contracted at our highest revenue levels in company history. We are in midst of some expansion now with several more planned over time, which we anticipate will enable us to contract at even higher revenues to support increased demand. We believe 2025 is off to a great start and could shape up to be another record year.”

Financial Results for Three Months Ended March 31, 2025

●	Revenue for the three months ended March 31, 2025 increased $21.3 million, or 133%, to $37.3 million, compared to $16.0 million for the three months ended March 31, 2024. This increase in revenue is primarily attributed to the sales of logistics and terminaling realized through the operations of our newly acquired Endeavor Entities’ businesses, which were acquired through a business combination and closed on October 1, 2024.
●	Gross profit for the three months ended March 31, 2025 increased $3.7 million, or 345%, to $4.8 million, compared to $1.1 million for the three months ended March 31, 2024. The resulting gross margin for the three months ended March 31, 2025 was 12.7%, compared to 6.7% for the three months ended March 31, 2024.
---	---
●	Operating loss for the three months ended March 31, 2025 increased $4.8 million, or 298%, to $6.4 million, compared to $1.6 million for the three months ended March 31, 2024. Operating loss of the three months ended March 31, 2025 included non-cash expenses totaling $8.2 million, consisting of depreciation and amortization expense of $5.8 million, stock-based compensation of $0.8 million and $1.6 million loss on disposition of assets; compared to the operating loss for the three months ended March 31, 2024, which included non-cash expenses totaling $1.3 million, comprised of $1.0 million of depreciation and amortization expense and $0.3 million in stock-based compensation for the three months ended March 31, 2024.
---	---
●	Adjusted EBITDA for the three months ended March 31, 2025 increased $327,000 to $319,000, compared to negative Adjusted EBITDA of $7,000 for the three months ended March 31, 2024. Our Adjusted EBITDA is calculated by adjusting earnings before interest, taxes, depreciation, and amortization (EBITDA) for non-cash or one-time expenses, including unrealized gains or losses on marketable securities, stock compensation expense, non-qualified stock option expense and loss on disposition of assets, which led to net adjustments to EBITDA for the three months ended March 31, 2025 and 2024 of approximately $6.7 million and $1.4 million, respectively.
---	---
●	Net loss for the three months ended March 31, 2025 increased $5.6 million, or 300%, to $7.5 million, compared to $1.9 million for the three months ended March 31, 2024. The resulting net loss per share of common stock loss for the three months ended March 31, 2025, was ($0.21), compared to a net loss per share of common stock of ($0.07) for the three months ended March 31, 2024.
---	---

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: 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.

Investors Contact: P:949-281-2606 info@vivakor.com

Exhibit 99.2

VivakorAnnounces Special Dividend

Dallas,TX, May 30, 2025 (GLOBE NEWSWIRE) -- Vivakor, Inc. (Nasdaq: VIVK)(“Vivakor” or the “Company”), an integrated provider of energy transportation, storage, reuse, and remediation service, today announced that its Board of Directors has approved a plan to issue a special dividend to Vivakor shareholders.

Vivakor currently holds 206,595 (approximately 13.5% of the outstanding common) shares of Adapti, Inc., a company that manages the marketing of products, data and companies through its AdaptAI software platform that matches products with the influencers to attempt to generate the best results.

Based on Vivakor’s current shares outstanding of approximately 47,297,347 and excluding 20,963,229 shares held by the Company’s Chief Executive Officer and Chief Financial Officer who are waiving their right to the dividend, each Vivakor shareholder will be entitled to receive approximately 0.0079 shares of Adapti, Inc. common stock per Vivakor share. Based on the current share price of Adapti’s common stock, the special dividend is currently valued at approximately $0.815 million.

Vivakor’s Board of Directors will be establishing a date of record for the dividend in the next couple of weeks.

Adapti, Inc., formerly known as Scepter Holdings, Inc., filed its Form 10 Registration Statement with the U.S. Securities and Exchange Commission (SEC) in September 2024 and has since become a mandatory SEC reporting company. An entity controlled by Vivakor’s Chief Executive Officer, Mr. James Ballengee, has signed a definitive agreement for Adapti to acquire certain operations from the entity. More information regarding this transaction can be found in Adapti, Inc.’s filings with the SEC.

AboutVivakor, Inc.

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: http://vivakor.com

CautionaryStatement 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 NasdaqCapital 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.

InvestorsContact:

P:949-281-2606

info@vivakor.com

Exhibit 99.3

VivakorStrengthens Permian Presence with 10 Pipeline Stations,Fueling Revenue and Margin Expansion

Dallas, TX, June 03, 2025 (GLOBE NEWSWIRE) – Vivakor, Inc. (Nasdaq: VIVK) (“Vivakor” or the “Company”) is an integrated provider of energy transportation, storage, reuse, and remediation services. Vivakor’s growth strategy is anchored in the Permian and Eagle Ford Basins where the Company is positioned to opportunistically expand its integrated crude oil storage, logistics, and marketing value chains.

Vivakor owns and operates 10 strategically located pipeline injection stations in the core Permian Basin in Texas and New Mexico. These facilities receive and aggregate crude oil transported by truck from production wells, throughputting volumes into interstate crude oil pipelines that include Centurion (Lotus), Plains Basin Pipeline (PAA), and the West Texas System (EPD).

Vivakor’s Footprint in the Permian

“Our facilities position Vivakor as a critical logistics hub in the Permian,” said James Ballengee, Chairman, President, and CEO. “These assets enable us to support increasing volumes from upstream operators, enhance crude blending and compression efficiency, and ultimately drive revenue growth and operating leverage as activity scales.”

Mr. Ballengee continued, “The Permian continues to be biggest contributor to U.S. production of crude oil and NGLs, supporting international and domestic energy demand. Consistent drilling, quantities produced, and barrels brought to key markets bolster our revenues and business model. Our Permian facilities provide Vivakor with a capital-efficient means of giving producers needed market access while generating a rewarding return on capital for the Company.”

Vivakor’s infrastructure directly supports its broader strategy to deliver vertically integrated services in one of the world’s most productive oil regions. With the Permian accounting for more than 40% of total U.S. oil output, Vivakor’s expanded operations give it a front-row seat to the sector’s next growth cycle.

About Vivakor, Inc.

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: 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, pending or expected transaction and ownership structures, the valuation of such transactions, the likelihood and ability of the Company 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 transactions, our ability to maintain the listing of our securities on The Nasdaq Capital Market, 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.

Investor Contact: Phone: (949) 281-2606 info@vivakor.com

Attachment

●	Figure: 1