Vivakor, Inc. Files 8-K: Material Agreement & Equity Sales
Ticker: VIVK · Form: 8-K · Filed: Apr 12, 2024 · CIK: 1450704
| Field | Detail |
|---|---|
| Company | Vivakor, INC. (VIVK) |
| Form Type | 8-K |
| Filed Date | Apr 12, 2024 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 3 min |
| Key Dollar Amounts | $1,000,000, $0.75 |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, equity-sale, financial-obligation
TL;DR
Vivakor just signed a big deal and sold stock - watch for dilution!
AI Summary
On April 8, 2024, Vivakor, Inc. entered into a material definitive agreement, which involved the creation of a direct financial obligation. The company also reported unregistered sales of equity securities. Specific details regarding the financial obligation and the terms of the equity sales were not fully disclosed in this initial filing.
Why It Matters
This filing indicates Vivakor, Inc. has entered into a significant financial agreement and has issued new equity, which could impact its financial structure and shareholder value.
Risk Assessment
Risk Level: medium — The filing mentions a material definitive agreement and unregistered sales of equity, which can introduce financial obligations and potential dilution, warranting a medium risk assessment.
Key Players & Entities
- Vivakor, Inc. (company) — Registrant
- April 8, 2024 (date) — Date of earliest event reported
FAQ
What is the nature of the material definitive agreement Vivakor, Inc. entered into?
The filing states that Vivakor, Inc. entered into a material definitive agreement, but the specific details of this agreement are not provided in this report.
What type of financial obligation was created by Vivakor, Inc.?
Vivakor, Inc. created a direct financial obligation or an obligation under an off-balance sheet arrangement, as reported in the filing.
Were there any unregistered sales of equity securities by Vivakor, Inc.?
Yes, the filing explicitly lists 'Unregistered Sales of Equity Securities' as an item information, indicating such sales occurred.
When was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing occurred on April 8, 2024.
What is Vivakor, Inc.'s state of incorporation and fiscal year end?
Vivakor, Inc. is incorporated in Nevada and its fiscal year ends on December 31.
Filing Stats: 796 words · 3 min read · ~3 pages · Grade level 10.5 · Accepted 2024-04-12 17:15:56
Key Financial Figures
- $1,000,000 — idual lender in the principal amount of $1,000,000 (the "Loan") and, in connection therewi
- $0.75 — date, with a floor conversion price of $0.75 per share. The holder may not convert a
Filing Documents
- vivakorinc_8k.htm (8-K) — 36KB
- vivakorinc_ex4-1.htm (EX-4.1) — 84KB
- 0001829126-24-002451.txt ( ) — 314KB
- vivk-20240408.xsd (EX-101.SCH) — 3KB
- vivk-20240408_lab.xml (EX-101.LAB) — 33KB
- vivk-20240408_pre.xml (EX-101.PRE) — 22KB
- vivakorinc_8k_htm.xml (XML) — 4KB
01
Item 1.01. Entry into a Material Definitive Agreement. Issuance of a Convertible Promissory Note As previously disclosed by Vivakor, Inc. (the "Company") in a Current Report on Form 8-K filed with the Securities and Exchange Commission on February 2, 2024, the Company received a loan from a non-affiliated individual lender in the principal amount of $1,000,000 (the "Loan") and, in connection therewith, the Company agreed to issue 100,000 restricted shares of the Company's common stock. The Loan bears interest at the rate of 10% per annum, matures on December 31, 2024. The Company issued a promissory note dated December 5, 2023 in connection with the Loan (the "Original Note"). On April 8, 2024, the lender returned an executed amended and restated convertible promissory note for the Loan (the "Amended Note"). The convertible promissory note replaces the Original Note, but maintains the same interest rate and maturity date of the Original Note, and the obligation to issue 100,000 shares of the Company's restricted stock remains in effect. Pursuant to the terms of the Amended Note the holder can convert the outstanding principal and interest due under the Amended Note into shares of our common stock at price equal to 90% of the average closing price of the Company's common stock for the previous three (3) trading days prior to the conversion date, with a floor conversion price of $0.75 per share. The holder may not convert amounts owed under the Amended Note if such conversion would cause him to own more than 4.99% of our common stock after giving effect to the issuance, which limitation may be raised to 9.99% upon no less than 61 days notice to us regarding his desire to increase the conversion limitation percentage. This summary is not a complete description of all of the terms of the Amended Note and is qualified in its entirety by reference to the full text of the Note, a form of which is filed as Exhibit 4.1 hereto, which are incorporated by reference into
03
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. To the extent required by this Item 2.03, the information contained in Item 1.01 is incorporated herein by reference.
02
Item 3.02. Unregistered Sales of Equity Securities. To the extent required by this Item 3.02, the information contained in Item 1.01 is incorporated herein by reference. The Company relied on the exemption provided for under Section 4(a)(2) for the issuance of the Amended Note and the 100,000 restricted shares of its common stock as the lender is an accredited investor and familiar with the Company's operations.
Financial Statements and Exhibits
Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 4.1 Amended and Restated Convertible Promissory Note 1
SIGNATURES
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: April 12, 2024 By: /s/ James Ballengee Name: James Ballengee Title: Chief Executive Officer 2