Vivakor, Inc. 8-K

What Happened
Vivakor, Inc. filed an 8-K (Item 3.02) reporting that it issued convertible promissory notes (the “Lender Notes”) to seven non‑affiliated accredited investors under a Securities Purchase Agreement. The Lender Notes have an aggregate principal amount of $5,117,647.06, and the Company received $4,350,000 in proceeds prior to customary fees. On January 16, 2026, the Company received Notices of Conversion from two of the lenders converting $41,165 of principal into 9,215,789 shares of common stock, and the Company issued those shares. The shares were issued without a Rule 144 restrictive legend based on legal opinions, and the issuances were exempt from registration under Section 4(a)(2) of the Securities Act.

Key Details

• Aggregate principal of Lender Notes: $5,117,647.06 to seven accredited investors.
• Cash proceeds received: $4,350,000 before customary fees.
• Conversion on Jan 16, 2026: $41,165 converted into 9,215,789 common shares.
• Shares issued without Rule 144 legend; transaction exempt under Section 4(a)(2).

Why It Matters
This filing documents a private capital raise and an early debt conversion that increases the Company’s outstanding common shares and reduces debt by the converted amount. The large number of shares issued for a relatively small converted dollar amount indicates potential dilution to existing shareholders; investors should monitor Vivakor’s updated outstanding share count and subsequent filings to assess the impact on ownership and per‑share metrics. The issuance was done under private placement exemptions and, per the filing, the shares were issued without resale restrictions as determined by legal opinions.