Vivakor Faces Delisting, Reports Unregistered Equity Sales

TL;DR

Vivakor might get delisted and sold unregistered shares.

AI Summary

Vivakor, Inc. filed an 8-K on December 16, 2025, reporting a Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard, and also disclosed Unregistered Sales of Equity Securities. The company's principal executive offices are located at 5220 Spring Valley Road, Suite 500, Dallas, TX 75254.

Why It Matters

This filing indicates potential issues with Vivakor's stock exchange listing and undisclosed equity transactions, which could significantly impact investor confidence and stock value.

Risk Assessment

Risk Level: high — The notice of delisting and unregistered sales of equity securities are significant red flags for investors, suggesting potential financial distress or non-compliance.

Key Players & Entities

• Vivakor, Inc. (company) — Registrant
• December 10, 2025 (date) — Earliest event reported
• December 16, 2025 (date) — Filing date
• 5220 Spring Valley Road, Suite 500, Dallas, TX 75254 (location) — Principal executive offices
• 001-41286 (other) — Commission File Number

FAQ

Key Financial Figures

• $0.22 — funded warrants at an offering price of $0.22 per share (the "October 24 Offering").
• $0.18 — funded warrants at an offering price of $0.18 per share (the "October 30 Offering").
• $5,117,647.06 — ), in the aggregate principal amount of $5,117,647.06 in connection with a Securities Purchas
• $4,350,000 — the Lender Notes, the Company received $4,350,000 prior to deducting customary fees. Bet
• $507,172.86 — from the Lenders converting a total of $507,172.86 of the amounts due under the Lender Not

Filing Documents

• vivakorinc_8k.htm (8-K) — 28KB
• 0001829126-25-010054.txt ( ) — 192KB
• vivk-20251210.xsd (EX-101.SCH) — 3KB
• vivk-20251210_lab.xml (EX-101.LAB) — 33KB
• vivk-20251210_pre.xml (EX-101.PRE) — 22KB
• vivakorinc_8k_htm.xml (XML) — 4KB

01

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On December 11, 2025, Vivakor, Inc., a Nevada corporation (the "Company"), received a written notification (the "Notice") from the Listing Qualifications Department (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") stating that based on the Staff's review of the Company's issuances of shares of common stock and prefunded warrants in connection with the Company's registered direct offerings conducted in October 2025, the Staff has determined that the Company failed to comply with Nasdaq Listing Rule 5635(d) in relation to certain of the offerings, which requires prior shareholder approval for transactions, other than public offerings, involving the issuance of 20% or more of the pre-transaction shares outstanding at less than the Minimum Price (as defined in Nasdaq Listing Rule 5635(d)(1)(A)) (the "Shareholder Approval Rule"). As previously disclosed in the Company's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission ("SEC") on October 27, 2025, on October 24, 2025, the Company entered into a Securities Purchase Agreement with certain institutional investors to issue 10,909,090 shares of common stock and 5,000,000 pre-funded warrants at an offering price of $0.22 per share (the "October 24 Offering"). In addition, as previously disclosed in the Company's Current Report on Form 8-K filed with the SEC on October 31, 2025, on October 30, 2025, the Company entered into a Securities Purchase Agreement with certain institutional investors to issue 10,600,000 shares of common stock and 3,566,666 pre-funded warrants at an offering price of $0.18 per share (the "October 30 Offering"). The Staff's determination under the Shareholder Approval Rule is based on the Staff's review of the October 24 Offering and the October 30 Offering, which collectively represent more than 20% of the pre-transaction shares of outstanding common s

02

Item 3.02 Unregistered Sales of Equity Securities As previously reported, between June 6, 2025 and June 9, 2025, 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. Between December 10, 2025 and December 15, 2025, the Company received eight Notices of Conversion from the Lenders converting a total of $507,172.86 of the amounts due under the Lender Notes into 15,427,519 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. 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: December 16, 2025 By: /s/ James H. Ballengee Name: James H. Ballengee Title: Chairman, President & CEO 2

View Full Filing

View this 8-K filing on SEC EDGAR