8-KFiled Aug 12, 8:00 PM ET

Vivakor, Inc. Issues Shares on Note Conversions; Announces M2i Interest

$VIVK · Vivakor, Inc.

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Vivakor, Inc. Issues Shares on Note Conversions; Announces M2i Interest

What Happened

  • Vivakor, Inc. filed an 8‑K on August 13, 2026 reporting that holders of outstanding convertible promissory notes converted portions of their notes into common stock. Between August 7–10, 2026, J.J. Astor & Co. converted $475,000 of its junior secured convertible note into 741,830 shares, and on August 10, 2026 a group of seven accredited lenders converted $65,280 into 103,619 shares—totaling 845,449 new common shares issued. The company also furnished a press release dated August 13, 2026 announcing a non‑binding indication of interest with M2i Global, Inc. (Exhibit 99.1).

Key Details

  • Total new shares issued on conversion: 845,449 common shares (741,830 to J.J. Astor; 103,619 to other lenders).
  • Aggregate converted principal: $540,280 ($475,000 by J.J. Astor; $65,280 by other lenders).
  • Original related financings: Lender notes (issued June 6–9, 2025) principal $5,117,647.06 (Company received $4,350,000 before fees); Second Note to J.J. Astor (July 9, 2025) principal $5,940,000 (Company received $4,400,000 before fees).
  • Shares issued without a Rule 144 restrictive legend per legal opinion; issuances were exempt from registration under Section 4(a)(2) as sales to accredited investors familiar with the company.

Why It Matters

  • These conversions increase Vivakor’s outstanding common shares by 845,449, which dilutes existing shareholders’ percentage ownership and could affect per‑share metrics (e.g., earnings per share) if applicable.
  • The company’s disclosure of a non‑binding indication of interest from M2i Global is material news but not a definitive transaction—investors should note there is no announced agreement or binding deal in this filing.
  • The exemptions and removal of restrictive legends mean the newly issued shares are represented as freely tradable per the company’s legal opinion; however, investors should monitor further filings for any additional financings, definitive agreements, or material developments.