Item Unregistered 3.02 Sales of Equity Securities. 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”).…
Filed Oct 15, 2026Accepted Oct 15, 2026, 5:14 PM EDTCIK 1450704Accession 0001829126-26-011193
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 Unregistered
3.02 Sales of Equity Securities.
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. As a result of the below conversions, the Company has satisfied its obligations under the
Second Note.
On
October 9, 2026, the Company received Notices of Conversion from J.J. Astor converting an aggregate of $1,972,472.08 of the amount due
under the Second Note into an aggregate of 878,255 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.