Vivakor, Inc. 8-K

What Happened
Vivakor, Inc. announced an Interim Forbearance Agreement dated December 31, 2025 with Cedarview Opportunities Master Fund LP (Cedarview), under which Cedarview agreed to forbear default rights through January 23, 2026 while the parties negotiate a longer-term forbearance. The company also disclosed issuance of convertible promissory notes to seven accredited investors (aggregate principal $5,117,647.06) and that lenders converted $256,690 of those notes into 37,886,206 shares of common stock between December 31, 2025 and January 7, 2026.

Key Details

• Cedarview Loan background: secured promissory note originally issued Oct. 31, 2024 in the principal amount $3,670,160.77 (maturity initially Oct. 31, 2025); amended by an April 9, 2025 Side Letter that included revised payment schedule and issuance of 300,000 restricted shares (issued Apr. 11, 2025).
• Interim Forbearance (Dec. 31, 2025): Cedarview will forbear through Jan. 23, 2026 if Vivakor enters a long-term forbearance by that date; proposed long-term terms include extending maturity to Jan. 31, 2027, a payment plan and a Confession of Judgment covering amounts due (including default interest) and $200,000 in collection expenses.
• Convertible notes and conversions: Company issued Lender Notes with aggregate principal $5,117,647.06 and received $4,350,000 (before fees). Lenders converted $256,690 into 37,886,206 common shares; those shares were issued without a Rule 144 restrictive legend based on a legal opinion. Issuances were claimed exempt from registration under Section 4(a)(2).

Why It Matters
The forbearance agreement temporarily prevents Cedarview from declaring a default, giving Vivakor time to negotiate new repayment terms, but it conditions relief on executing a long-term agreement that could extend debt maturity and include a confession of judgment and significant collection expense exposure. The convertible notes provided near-term cash (~$4.35M net) but conversions already resulted in a large share issuance (37.9M shares) and future conversions could further dilute existing shareholders. Investors should watch the Jan. 23, 2026 deadline for the long-term forbearance terms and any additional conversions or financings that will affect debt obligations and share count.