Vivakor, Inc. 8-K

What Happened Vivakor, Inc. announced on its Form 8-K (filed Feb 4, 2026) that on January 30, 2026 it entered Forbearance and Note Amendment Agreements with seven non‑affiliated accredited investors who hold convertible promissory notes originally issued June 6–9, 2025. The agreements extend the notes’ maturity to January 31, 2027, and require the Company to issue an aggregate 56,167,665 restricted shares of common stock to the lenders as part of the amendment.

Key Details

• Original Lender Notes: aggregate principal $5,117,647.06 issued June 6–9, 2025; net proceeds received were $4,350,000 (before fees).
• Amount outstanding as of Jan 30, 2026: approximately $2,242,793 (about $2,874,854 of principal has been satisfied since issuance).
• Payment schedule to payoff remaining balance (aggregate amounts):
  • $378,433.25 by Mar 1, 2026
  • $396,414.53 by Apr 30, 2026
  • $258,903.84 by Jun 30, 2026
  • $454,796.89 by Jul 31, 2026
  • $17,433.25 by Sep 30, 2026
  • $356,193.98 by Oct 31, 2026
  • $372,627.23 by Jan 31, 2027
• Conversion restriction: lenders may not convert the notes into equity unless Vivakor defaults on the payment schedule or fails to get re‑listed on Nasdaq by Feb 28, 2026 (this deadline can be extended if re‑listing only requires a reverse stock split and the Company is actively completing it).

Why It Matters This agreement pushes out the maturity date and sets a clear repayment timetable while preserving the notes from being converted into equity immediately. For investors, the deal reduces immediate dilution risk from conversions but increases share issuance (56.17M restricted shares) tied to the amendment. The Nasdaq re‑listing condition and the payment timeline are key near‑term milestones to watch: missed payments or failure to relist could allow conversions or otherwise change creditors’ rights.