Vivakor, Inc. 8-K

What Happened

• Vivakor, Inc. filed an 8-K reporting the First Closing of a securities financing under a Securities Purchase Agreement (SPA). On May 8, 2026 the Company received $6,000,000 in gross proceeds from the first tranche; a Second Closing for an additional $6,000,000 (to reach a $12,000,000 Purchase Price) has not yet occurred. The Notes issued have a $15,000,000 principal amount, reflecting a 20% original issuance discount (i.e., $12M purchase price plus $3M OID).
• Separately, on May 7, 2026 Vivakor entered a Standby Equity Purchase Agreement (SEPA) under which one investor committed to purchase up to $100,000,000 of common stock (an “Equity Line”), subject to a registration statement being declared effective and other conditions. The Company also issued a press release on May 8, 2026 announcing the transactions.

Key Details

• First Closing date: May 8, 2026; gross proceeds received: $6,000,000. Second Closing: $6,000,000 expected under SPA but not yet closed.
• Note economics and fees: Principal amount $15,000,000 (20% OID). Placement agent RBW paid cash fees of $540,000 (9% of gross proceeds) plus $100,000 in legal fees.
• Conversion mechanics and limits: Investors may convert principal and accrued amounts into common stock at the greater of $0.37 or 80% of the lowest 5-day VWAP prior to conversion. Conversions are limited so each investor beneficially owns <4.99% (waivable); aggregate conversions are capped at 19.99% of shares outstanding unless majority stockholder approval obtained.
• SEPA terms: Up to $100M available in Advances; each Advance capped by formula (<= $1M and <=4.99% of outstanding shares, and trading-volume limits). Advance pricing: 94% of lowest 3-day VWAP after notice (intraday Advances at 98% of lowest intraday traded price). Company must have an effective registration statement before any Advances. Facility fee: $250,000 in shares (0.25% of commitment) or prefunded warrants if needed.

Why It Matters

• Liquidity and runway: The financing provides immediate cash ($6M) and potential access to further capital (additional $6M under the SPA and up to $100M under the SEPA) to fund working capital, general corporate uses, and debt reduction.
• Dilution risk: The convertible notes and the SEPA allow issuance of substantial numbers of shares at discounts to market VWAP; conversion caps can be waived and the SEPA could rapidly increase freely tradable shares, which would materially dilute existing shareholders if exercised.
• Shareholder protections and obligations: The Company must register shares related to conversions and SEPA advances (registration required within 15 days for note conversions and effective before SEPA Advances), and the SPA contains restrictions on issuing other equity without investor consent. Investors face contractual protections (e.g., Events of Default that increase principal by 20% on first default).
• Costs and near-term impact: Placement agent and legal fees reduce net proceeds; investors should weigh the cash benefit against potential dilution and the contractual limits on future equity financings.

Exhibit: Company also furnished a press release on May 8, 2026 announcing these financings.