Vivakor, Inc. 8-K

What Happened

• Vivakor, Inc. (VIVK) filed an 8-K reporting a Forbearance and Note Payment Amendment Agreement dated May 6, 2026 with lender J.J. Astor & Co. The agreement acknowledges an adjusted outstanding balance of $6,815,805.71 under the Second Note and $1,111,151.74 under the Fourth Note as of the agreement date, and sets conditions under which the lender will forbear enforcement rights.
• The May 2026 agreement ties repayments to proceeds from a financing being arranged by RBW Capital (the “RBW Financing”) and to a proposed Olenox Industries transaction. Vivakor agreed to pay $1.5M at the first RBW closing (on or before May 7, 2026) and $2.5M at the second RBW closing (upon effectiveness of an S‑1 to be filed by May 13, 2026 and effective by July 15, 2026). The remaining Second Note balance is to be satisfied from the Olenox closing or from advances under a Standby Equity Purchase Agreement (SEPA), with 50% of net proceeds from each SEPA advance paid directly to the lender until the Second Note is repaid.

Key Details

• May 6, 2026 acknowledged balances: Second Note $6,815,805.71; Fourth Note $1,111,151.74.
• Immediate cash obligations tied to financing: $1,500,000 due at first RBW closing (on or before May 7, 2026); $2,500,000 due at second closing (S‑1 effective by July 15, 2026).
• Prior and related actions: multiple previous forbearances and notes (Initial, Second, Third, Fourth Notes); Fourth Note added $750,000 on Feb 27, 2026 and collateral includes conveyed Oklahoma real property (reconveyed if Fourth Note repaid by maturity).
• Payment waterfall: remaining balance due upon Olenox transaction closing or from SEPA advances, with 50% of each Advance’s net proceeds applied directly to the lender until paid in full.

Why It Matters

• This agreement confirms Vivakor is operating under multiple forbearances and significant short-term debt obligations (combined millions of dollars). Repayment depends largely on successful external financings (RBW Financing/SEPA) or closing a strategic transaction (Olenox), so near-term liquidity and financing outcomes will be critical.
• For investors, the arrangement raises two main risks: cash/repayment risk (if the financing or transaction does not close, the lender may resume enforcement) and potential equity dilution or immediate resale risk (conversion features and past default conversion terms allow conversion into shares that may be immediately sellable under Rule 144). Collateral (including real property) has been pledged, which limits asset flexibility until notes are repaid.

Exhibit note: The filing includes a form of the May 6, 2026 Forbearance and Note Payment Agreement (Exhibit 10.1).