重大事件
即時報告
8-K
2026-06-18
申報公司：Vivakor, Inc.（納斯達克代碼：VIVK）
AI 繁中摘要
**申報類型：8-K（最新報告）**
**申報公司：Vivakor, Inc.（納斯達克代碼：VIVK）**
**報告日期：2026年6月12日（及後續事項）**
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📄 **重點事件摘要**
Vivakor, Inc. 於6月12日至18日期間提交多項重大更新，主要涵蓋股權轉換及業務協議。
**1. 未註冊權益證券銷售（Item 3.02）**
公司根據早前與認可投資者簽訂的證券購買協議，先後發行兩批可轉換票據：
- **Holder Notes**：本金總額57.5萬美元，實收50萬美元（扣除費用後）。2026年6月12日及16日，一名持有人轉換17.52萬美元票據，換取60萬股普通股，轉換價約每股0.292美元，該批股份未附Rule 144限制性標籤。
- **Lender Notes**：本金總額約511.76萬美元，實收435萬美元（扣除費用後）。2026年6月17日，多名貸款人轉換48.7988萬美元票據，換取184.4447萬股普通股，轉換價約每股0.264美元，同樣豁免註冊。
上述股份發行均依據《證券法》第4(a)(2)條豁免登記，因持有人為熟悉公司運作的認可投資者。⚠️ 此舉將導致股權即時稀釋，短線或對股價構成壓力。
**2. 業務發展公告（Item 7.01）**
公司於6月17日及18日發布三份新聞稿，展示業務擴張動向：
- 📰 **6月17日**：宣佈簽訂為期一年的Bakken原油交易協議，鎖定長期供應源，有助穩定收入。
- 📰 **6月17日**：強調美國中游基礎設施網絡的戰略價值，反映公司對物流及管線資產的重視。
- 📰 **6月18日**：公佈新增每日約2,000桶原油的經常性交易，進一步擴大現金流基礎。
**3. 對投資者的潛在影響**
- **短期稀釋效應**：兩次轉換合共增加約244.4萬股（60萬＋184.4萬），以公司前收市價計，稀釋幅度可能達約3-5%，需關注後續股價反應。
- **業務基本面改善**：原油交易規模擴大及中游網絡聚焦，有助提升經常性收入及市場信心，惟需觀察實際執行情況。
- **監管合規風險**：8-K披露的豁免發行細節清晰，減少違規擔憂。
**展望**：管理層暫無直接前瞻指引，但原油交易頻繁公告顯示公司正積極拓展核心業務。投資者宜留意未來季度現金流及稀釋後每股盈利變化。
展開英文正文
false 0001450704 0001450704 2026-06-12 2026-06-12 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2026 VIVAKOR, INC. (Exact name of registrant as specified in its charter) Nevada 001-41286 26-2178141 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 5220 Spring Valley Road, Suite 500 Dallas, TX 75242 (Address of principal executive offices) (469) 480-7175 (Registrant’s telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: None Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock VIVK The Nasdaq Stock Market LLC (Nasdaq Capital Market) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Current Report on Form 8-K or this Report contains forward-looking statements. Any and all statements contained in this Report that are not statements of historical fact may be deemed forward-looking statements. Terms such as “may,” “might,” “would,” “should,” “could,” “project,” “estimate,” “pro-forma,” “predict,” “potential,” “strategy,” “anticipate,” “attempt,” “develop,” “plan,” “help,” “believe,” “continue,” “intend,” “expect,” “future” and terms of similar import (including the negative of any of the foregoing) may be intended to identify forward-looking statements. However, not all forward-looking statements may contain one or more of these identifying terms. Forward-looking statements in this Report may include, without limitation, statements regarding the plans and objectives of management for future operations. The forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances, including the closing of the Membership Interest Purchase Agreement disclosed below, and may not be realized because they are based upon our current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences, many of which we have no control over. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties. Readers are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them We disclaim any obligation to update the forward-looking statements contained in this Report to reflect any new information or future events or circumstances or otherwise, except as required by law. 1 Item 3.02 Unregistered Sales of Equity Securities As previously reported, between May 14, 2025 and May 19, 2025, Vivakor, Inc. (the “Company”) issued convertible promissory notes (the “Holder Notes”), to several accredited investors (the “Holders”), in the aggregate principal amount of $575,000 in connection with a Securities Purchase Agreement entered into by and between the Company and the Holders (the “Holder SPA”). Under the terms of the Holder SPA and the Holder Notes, the Company received $500,000, prior to deducting standard fees. On June 12, 2026 and June 16, 2026, the Company received Notices of Conversion from one of the Holders converting a total of $175,200 of the amounts due under the Holder Notes into 600,000 shares of the Company’s common stock (the “Holder Shares”). Pursuant to the terms of the Holder Notes and the Notices of Conversion, the Company issued the Holder Shares. The Holder Shares were issued without a Rule 144 restrictive legend pursuant to a legal opinion received by the Company and its transfer agent. The issuances of the foregoing securities were exempt from registration pursuant to Section 4(a)(2) of the Securities Act promulgated thereunder as the holder is an accredited investor and familiar with our operations. As previously reported, between June 6, 2025 and June 9, 2025, Vivakor, Inc. (the “Company”) issued convertible promissory notes (the “Lender Notes”), to seven non-affiliated accredited investors (the “Lenders”), in the aggregate principal amount of $5,117,647.06 in connection with a Securities Purchase Agreement entered into by and between the Company and the Lenders (the “Lender SPA”). Under the terms of the Lender SPA and the Lender Notes, the Company received $4,350,000 prior to deducting customary fees. On June 17, 2026, the Company received Notices of Conversion from several of the Lenders converting a total of $487,988 of the amounts due under the Lender Notes into 1,844,447 shares of the Company’s common stock (the “Lender Shares”). Pursuant to the terms of the Lender Notes and the Notices of Conversion, the Company issued the Lender Shares. The Lender Shares were issued without a Rule 144 restrictive legend pursuant to a legal opinion received by the Company and its transfer agent. The issuances of the foregoing securities were exempt from registration pursuant to Section 4(a)(2) of the Securities Act promulgated thereunder as the holder is an accredited investor and familiar with our operations. 2 Item 7.01 Regulation FD Disclosure. On June 17, 2026, the Company issued a press release announcing the Company’s one-year Bakken Crude Oil Transaction. The full text of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference in this Item 7.01. On June 17, 2026, the Company issued a press release highlighting the strategic value of its U.S. Midstream Infrastructure Network. The full text of the press release is attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference in this Item 7.01. On June 18, 2026, the Company issued a press release announcing a new recurring crude oil transaction covering approximately 2,000 barrels of crude oil per day. The full text of the press release is attached to this Current Report on Form 8-K as Exhibit 99.3 and is incorporated herein by reference in this Item 7.01. The information contained in this Item 7.01 and in the accompanying Exhibits 99.1, 99.2 and 99.3 are deemed to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits Exhibit No. Title 99.11 Press Release dated June 17, 2026 Announcing One-Year Bakken Crude Oil Transaction 99.21 Press Release dated June 17, 2026 Highlighting Strategic Value of U.S. Midstream Infrastructure Network 99.31 Press Release dated June 18, 2026 Announcing Recurring Crude Oil Transaction 104 Cover Page Interactive Data File (formatted as Inline XBRL). 1Exhibit is furnished and not filed, as described in Item 7.01. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. VIVAKOR, INC. Dated: June 18, 2026 By: /s/ James H. Ballengee Name: James H. Ballengee Title: Chairman, President & CEO 4