Unregistered Sales of Equity Securities · Regulation FD Disclosure
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 Co…
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.
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Item 3.02Item 3.02 - Unregistered Sales of Equity
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 September 2, 2026, the
Company received a Notice of Conversion from one of the Lenders converting a total of $15,647.05 of the amounts due under the Lender Notes
into 40,116 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.
On September 2, 2026, the
Company received a Notice of Conversion from J.J. Astor converting an aggregate of $250,000 of the amount due under the Second Note into
an aggregate of 603,555 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 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On September 3, 2026, the
Company issued a press release announcing an extension of the previously announced special dividend of shares of Adapti, Inc. (“Adapti”)
common stock held by the Company, from September 5, 2026 to January 29, 2027. 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.
Filed exhibits (1)
EX-99.1 (by filename) vivakorinc_ex99-1.htm
EX-99.1
2
vivakorinc_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
Vivakor Provides Update on Special Dividend of Adapti Shares
Dallas, TX - GlobeNewswire - September 3, 2026 - Vivakor, Inc. (Nasdaq: VIVK) (“Vivakor” or the “Company”), an integrated provider of energy transportation, storage, reuse and remediation services, today provided an update regarding its previously announced special dividend of shares of Adapti, Inc. (“Adapti”) common stock held by the Company.
Vivakor has engaged securities counsel to prepare and file the registration statement required to facilitate the distribution of the Adapti shares to eligible Vivakor shareholders. To allow sufficient time to complete the required registration process, the Company has extended the payment date for the special dividend from September 5, 2026 to January 29, 2027.
The special dividend will be paid to holders of record of Vivakor common shares as of September 5, 2025, the previously announced ex-dividend date. All other terms of the previously announced special dividend remain unchanged, and no action is required by eligible shareholders at this time.
“We remain committed to completing the distribution of the Adapti shar…
