Vivakor, Inc. 8-K

What Happened

• Vivakor, Inc. announced in an 8-K (filed Dec 30, 2025) that it issued convertible promissory notes (the "Lender Notes") to seven accredited, non‑affiliated investors under a Securities Purchase Agreement. The notes have an aggregate principal amount of $5,117,647.06 and the Company received $4,350,000 (before customary fees).
• Between December 23 and December 30, 2025, holders delivered Notices of Conversion converting $2,419,766.75 of the amounts due under the Lender Notes into 159,931,717 shares of Vivakor common stock (the "Lender Shares"). The Lender Shares were issued without a Rule 144 restrictive legend based on a legal opinion, and the issuances were claimed as exempt from registration under Section 4(a)(2).

Key Details

• Aggregate principal of Lender Notes: $5,117,647.06.
• Cash received by Vivakor (before fees): $4,350,000.
• Amount converted into equity: $2,419,766.75 → 159,931,717 common shares issued (Dec 23–30, 2025).
• Dividend payment date for Vivakor’s shares of Adapti, Inc. was reset to April 30, 2026 (announced via press release attached as Exhibit 99.1).

Why It Matters

• The conversions materially increase the number of Vivakor shares outstanding (159.9M shares issued), which can dilute existing shareholders’ ownership and may affect trading liquidity and per‑share metrics.
• The company received immediate cash ($4.35M before fees) from the note financing, which can support operations but comes with the potential for further dilution if remaining note principal is converted.
• Issuance without a Rule 144 legend (per legal opinion) may allow the new holders easier resale, potentially increasing share supply in the market. The reset of the Adapti dividend payment date affects timing for shareholders expecting that distribution.