Vivakor, Inc. 8-K

What Happened
Vivakor, Inc. announced on Feb 5, 2026 that it entered a Forbearance and Note Payment Amendment Agreement with lender J.J. Astor & Co. The agreement amends the company's junior secured convertible promissory note (the "Second Note") originally issued July 9, 2025 (principal $5,940,000; Vivakor received $4,400,000 on July 15, 2025). The amendment extends the maturity date to January 1, 2027 and sets a stepped weekly payment schedule to retire the note.

Key Details

• Second Note original principal: $5,940,000; funds received by Vivakor: $4,400,000 (July 15, 2025).
• Agreement date: February 5, 2026; new maturity date: January 1, 2027.
• Amended payment schedule (weekly paydown):
  • $50,000 per week starting April 6, 2026
  • $100,000 per week starting July 6, 2026
  • $150,000 per week starting October 5, 2026
  • $250,000 per week starting December 7, 2026
  • Outstanding balance to be paid in full by January 1, 2027.
• Company may satisfy the amended payment terms in common stock under specified conditions in the agreement (i.e., equity payment option subject to conditions).
• Nasdaq compliance requirement: Vivakor must use best efforts to remove its suspension and be reinstated to trading on the Nasdaq Capital Market by February 28, 2026 (extended to April 30, 2026 if a reverse stock split is submitted by Feb 28 and awaiting approval).
• Default consequences: if the company fails to comply, the outstanding principal plus accrued interest increases to 110% of the then-outstanding principal, interest will accrue at 19% per annum compounded daily, the balance becomes immediately due, the forbearance terminates, and the lender may exercise all remedies under the loan documents.

Why It Matters
The amendment sets firm cash (or conditional stock) repayment obligations through the end of 2026, increasing near-term liquidity and cash-flow requirements for Vivakor. The agreement also ties lender forbearance to the company regaining Nasdaq listing compliance by specified dates. Failure to meet the terms triggers steep financial penalties (110% balance and 19% compounded interest) and immediate acceleration of the debt, which could materially affect Vivakor’s financial position and equity holders (including potential dilution if payments are made in stock). Investors should watch for the company’s progress on Nasdaq reinstatement, scheduled payments, and any equity-based payments under the agreement.