Vivakor, Inc. Reports Note Conversions; Extends Adapti Special Dividend

What Happened

• Vivakor, Inc. reported that on September 2, 2026 it received notices converting portions of outstanding convertible promissory notes into common stock. One non‑affiliated lender converted $15,647.05 of Lender Notes into 40,116 shares. J.J. Astor & Co. converted $250,000 of a junior secured convertible promissory note into 603,555 shares. These shares were issued without a Rule 144 restrictive legend based on a legal opinion, and the issuances were claimed exempt from registration under Section 4(a)(2) of the Securities Act.
• Separately, on September 3, 2026 Vivakor issued a press release announcing it will extend a previously announced special dividend of Adapti, Inc. common stock from the prior record/distribution date of September 5, 2026 to January 29, 2027. The press release is furnished as Exhibit 99.1 to the 8-K.

Key Details

• Lender Notes originally issued June 6–9, 2025: aggregate principal $5,117,647.06; company received $4,350,000 (before fees).
• J.J. Astor Second Note issued July 9, 2025: principal $5,940,000; company received $4,400,000 (before fees). Conversions on Sept 2, 2026: $15,647.05 → 40,116 shares (lender); $250,000 → 603,555 shares (J.J. Astor).
• All converted shares issued without Rule 144 legends per legal opinion; issuances treated as exempt under Section 4(a)(2).

Why It Matters

• Conversions reduce outstanding debt and increase the company’s common shares outstanding, which can be dilutive for existing shareholders. The exact dilution impact depends on total shares outstanding (not provided in this filing).
• Issuing shares without restrictive legends suggests those shares may be more freely transferable, potentially affecting trading liquidity.
• The Adapti special dividend extension delays distribution timing for holders expecting Adapti shares, which may affect the near‑term value realization for Vivakor shareholders.