Form 8-K

8-K — Vivakor, Inc.

Accession: 0001829126-26-006692

Filed: 2026-06-18

Period: 2026-06-12

CIK: 0001450704

SIC: 4953 (REFUSE SYSTEMS)

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — vivakorinc_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (vivakorinc_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (vivakorinc_ex99-2.htm)

EX-99.3 — EXHIBIT 99.3 (vivakorinc_ex99-3.htm)

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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.

Item

3.02

Unregistered

Sales of Equity Securities

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.

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.

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.

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.

Item

7.01

Regulation

FD Disclosure.

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.

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.

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).

1 Exhibit

is furnished and not filed, as described in Item 7.01.

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

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: vivakorinc_ex99-1.htm · Sequence: 2

Exhibit 99.1

Vivakor Secures One-Year Bakken Crude Oil Transaction Expected to Generate $115 Million in Annualized Revenue; Contracted 2026 Revenues at Approximately $269 Million

Recurring 4,000 Barrel-Per-Day Crude Oil Transaction Expands Supply & Trading Activity Through North Dakota Infrastructure

Dallas, TX – GlobeNewswire – June 17, 2026 – Vivakor, Inc. (Nasdaq: VIVK) (“Vivakor” or the “Company”), an integrated provider of energy transportation, storage, reuse, and remediation services, today announced that its commodities trading platform, Vivakor Supply & Trading, LLC (“VST”), has entered into a recurring one-year crude oil transaction that will commence July 1, 2026.

The transaction covers approximately 120,000 barrels of crude oil per month under a one-year arrangement running from July 1, 2026 through June 30, 2027, with month-to-month continuation thereafter. Based on expected volumes and current market pricing, the agreement is anticipated to generate approximately $9.6 million in gross revenue per month, representing approximately $115 million in annualized gross revenue. The arrangement further expands VST’s recurring commercial activity in the Bakken region and reflects Vivakor’s continued execution of its integrated infrastructure and supply & trading strategy. Inclusive of this transaction, Vivakor estimates that its recurring contracted commercial activities and previously announced supply and trading arrangements represent approximately $269 million in annualized contracted revenue opportunities for 2026, based on current pricing assumptions and expected volumes.

The crude oil volumes will be delivered through Vivakor’s pipeline-connected injection facilities located at Stanley and Beaver Lodge, North Dakota, providing direct access to regional transportation infrastructure. The arrangement further expands Vivakor Supply & Trading’s commercial footprint in the Bakken region while increasing utilization of the Company’s strategically positioned gathering and logistics assets.

“This transaction demonstrates the value of integrating commodity marketing with physical infrastructure,” said James Ballengee, Chairman and Chief Executive Officer of Vivakor. “By utilizing our pipeline-connected injection facilities in the Bakken region, we are able to provide customers with reliable market access while increasing throughput and commercial activity across our operating platform. We continue to see attractive opportunities to expand recurring crude oil marketing volumes in regions where our infrastructure provides a competitive advantage and supports long-term customer relationships.”

Ballengee continued, “The Bakken remains one of North America’s most important crude oil producing regions, and this agreement further strengthens our commercial presence in the basin. We believe the combination of strategically located infrastructure assets and growing marketing capabilities positions Vivakor to continue expanding recurring revenue opportunities while enhancing utilization across our network.”

Consistent with standard commodity trade transactions, VST will generally recognize a small percentage of total contract value as its revenue on the relevant transaction, reflecting its role as an intermediary within the physical commodity supply chain. The actual revenue recognized by VST will vary based on market conditions, commodity pricing, transaction structure, and volumes delivered.

About Vivakor, Inc.

Vivakor, Inc. is an integrated provider of sustainable energy transportation, storage, reuse, and remediation services, operating one of the largest fleets of oilfield trucking services in the continental United States. Its corporate mission is to develop, acquire, accumulate, and operate assets, properties, and technologies in the energy sector. Vivakor’s integrated facilities assets provide crude oil and produced water gathering, storage, transportation, reuse, and remediation services under long-term contracts. Once operational, Vivakor’s interest in oilfield waste remediation facilities will facilitate the recovery, reuse, and disposal of petroleum byproducts and oilfield waste products.

For more information, please visit our website: http://vivakor.com

Cautionary Statement Regarding Forward-Looking Statements

This news release may contain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements. Forward-looking statements may be identified but not limited by the use of the words “anticipates,” “expects,” “intends,” “plans,” “should,” “could,” “would,” “may,” “will,” “believes,” “estimates,” “potential,” or “continue” and variations or similar expressions. Our actual results may differ materially and adversely from those expressed in any forward-looking statements as a result of various factors and uncertainties, including, but not limited to, the expected transaction and ownership structure, the valuation of the transaction, the likelihood and ability of the parties to successfully and timely consummate planned acquisitions, the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect Vivakor or the expected benefits of the such transaction, our ability to maintain the listing of our securities on The Nasdaq Capital Market, the parties failure to realize the anticipated benefits of pending transactions, disruption and volatility in the global currency, capital, and credit markets, changes in federal, local and foreign governmental regulation, changes in tax laws and liabilities, tariffs, legal, regulatory, political and economic risks, our ability to successfully develop products, rapid change in our markets, changes in demand for our future products, and general economic conditions.

These risks and uncertainties include, but are not limited to, risks and uncertainties discussed in Vivakor’s filings with the U.S. Securities and Exchange Commission, which factors may be incorporated herein by reference. Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond our control. All information set forth herein speaks only as of the date hereof in the case of information about Vivakor and the Endeavor Entities or the date of such information in the case of information from persons other than Vivakor and the Endeavor Entities, and we disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding the Endeavor Entities industries and markets are based on sources we believe to be reliable; however, there can be no assurance these forecasts and estimates will prove accurate in whole or in part.

Investor Contact:

469-480-7175

info@vivakor.com

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: vivakorinc_ex99-2.htm · Sequence: 3

Exhibit 99.2

Vivakor

Highlights Strategic Value of Its Southwestern U.S.

Midstream

Infrastructure Network Amid Elevated Crude Oil Market Volatility

Company Highlights Strategic Connectivity Across Key Domestic Producing Regions

Dallas, TX – GlobeNewswire – June 17, 2026 – Vivakor, Inc. (Nasdaq: VIVK) (“Vivakor” or the “Company”), an integrated provider of energy transportation, storage, reuse, and remediation services, today highlighted the strategic positioning of its integrated midstream operating assets across several major U.S. producing basins amid elevated crude oil price volatility and increasing demand for domestic energy logistics infrastructure.

Vivakor is a diversified midstream energy company, operating oil terminals, trucking fleets, pipeline injection stations, and a crude oil pipeline infrastructure across several of the most active U.S. producing basins, including Permian, Delaware, Haynesville and Eagle Ford.

Vivakor’s network of operating assets in New Mexico, Oklahoma, and Texas:

Vivakor’s operating network includes pipeline-connected injection stations, terminaling infrastructure, transportation assets, and storage operations designed to support regional crude oil movement and market connectivity.

Vivakor Chairman and Chief Executive Officer James Ballengee commented, “Periods of elevated crude oil volatility typically increase the importance of strategically located transportation, storage, and pipeline-connected infrastructure across domestic oil producing regions. We believe Vivakor’s operating footprint across highly active oil basins positions the Company to support increasing regional crude oil movement through strategically connected logistics, storage and terminaling infrastructure.”

Pipeline-Connected Infrastructure Network:

●

10 pipeline injection stations in Texas and New Mexico supported by a fleet of more than 100 tanker truck fleet

●

Connecting pipelines in Texas: Centurion Pipeline (Lotus), Plains Basin Pipeline, Cactus II, Permian Express, The West Texas System (Enterprise)

●

Crude Oil Terminal (White Claw Colorado City), 120,000 bbl storage capacity with connection to the Enterprise Pipeline, Scurry Gathering System, and optionality to tie into the Midland Basin System

●

Omega Terminal in Oklahoma, 100,000 bbl storage capacity, connected to Cushing, Oklahoma through the Omega Pipeline and Plains Pipeline network

Domestic Infrastructure Demand:

Crude oil markets have experienced significant volatility during 2026, with Brent crude prices rising sharply amid heightened geopolitical tensions and supply concerns in the Middle East.

Higher oil prices typically support increased domestic drilling activity and oil production. Analysis from the Federal Reserve Bank of Dallas reports that U.S. drilling activity tends to accelerate when oil prices rise above the $70 to $80 per barrel range, supporting increased production activity and longer-term drilling programs. At current price levels, the economics for regional crude production in the Southwestern U.S. are substantially improved, increasing demand for existing transportation, storage, terminaling, and pipeline-connected infrastructure throughout the region.

About Vivakor, Inc.

Vivakor, Inc. is an integrated provider of sustainable energy transportation, storage, reuse, and remediation services, operating one of the largest fleets of oilfield trucking services in the continental United States. Its corporate mission is to develop, acquire, accumulate, and operate assets, properties, and technologies in the energy sector. Vivakor’s integrated facilities assets provide crude oil gathering, storage, transportation, reuse, and remediation services under long-term contracts. Once operational, Vivakor’s interest in oilfield waste remediation facilities will facilitate the recovery, reuse, and disposal of petroleum byproducts and oilfield waste products.

For more information, please visit our website: http://vivakor.com

Cautionary Statement Regarding Forward-Looking Statements

Investor

Contact:

P: 469-480-7175

info@vivakor.com

EX-99.3 — EXHIBIT 99.3

EX-99.3

Filename: vivakorinc_ex99-3.htm · Sequence: 4

Exhibit 99.3

Vivakor

Surpasses $323 Million in Annualized Contracted Revenue with New Permian Basin Crude Oil Transaction

Recurring Crude Oil Volumes Flow Through Company’s Pipeline-Connected Infrastructure Network in West Texas and New Mexico

Dallas, TX – GlobeNewswire – June 18, 2026 – Vivakor, Inc. (Nasdaq: VIVK) (“Vivakor” or the “Company”), an integrated provider of energy transportation, storage, reuse, and remediation services, today announced that its commodities trading platform, Vivakor Supply & Trading, LLC (“VST”), has entered into a recurring crude oil transaction covering approximately 2,000 barrels of crude oil per day delivered through Vivakor-operated pipeline-connected facilities in West Texas and New Mexico, further expanding the Company’s growing portfolio of recurring commercial arrangements.

The arrangement is scheduled to commence July 1, 2026 and is structured as a one-month evergreen agreement that automatically renews unless terminated by either party. Based on expected volumes and current market pricing, the transaction is anticipated to generate approximately $150,000 in gross revenue per day, or approximately $4.5 million per month, representing approximately $54 million in annualized gross revenue. Including this transaction, Vivakor’s recurring contracted commercial activities and announced supply and trading arrangements now represent more than $323 million in annualized contracted revenue opportunities based on current pricing assumptions and expected volumes, further demonstrating the continued expansion of the Company’s integrated infrastructure and supply & trading platform.

Under the arrangement, crude oil volumes will be delivered through Vivakor-operated pipeline-connected injection stations across the Permian Basin region of West Texas and New Mexico and marketed at the inlet of the Energy Transfer pipeline system. The transaction further demonstrates Vivakor’s ability to leverage its integrated infrastructure network to originate, transport, market, and deliver crude oil volumes while increasing utilization across its operating asset base.

“This transaction further validates the strategic value of our pipeline-connected infrastructure network across the Permian and Delaware Basins,” said James Ballengee, Chairman and Chief Executive Officer of Vivakor. “By combining commodity marketing capabilities with physical infrastructure assets, we are able to provide customers with efficient market access while increasing throughput and commercial activity across our operating platform.”

Ballengee continued, “The transaction highlights the operational advantages created by our network of injection stations, transportation assets, terminals, and pipeline connectivity throughout Texas and New Mexico. We believe continued growth in recurring commercial activity will drive increased utilization of our infrastructure assets and support the expansion of our supply and trading platform.”

Vivakor recently highlighted the strategic importance of its integrated infrastructure network, which includes ten pipeline-connected injection stations across Texas and New Mexico connected to major crude oil transportation systems, including Energy Transfer, Centurion, Plains Basin, Cactus II, Permian Express, and Enterprise pipeline networks. The Company believes these strategically located assets provide significant commercial opportunities to support increasing crude oil production and transportation activity throughout the Southwestern United States.

About Vivakor, Inc.

Vivakor, Inc. is an integrated provider of sustainable energy transportation, storage, reuse, and remediation services, operating one of the largest fleets of oilfield trucking services in the continental United States. Its corporate mission is to develop, acquire, accumulate, and operate assets, properties, and technologies in the energy sector. Vivakor’s integrated facilities assets provide crude oil, storage, transportation, reuse, and remediation services under long-term contracts. Once operational, Vivakor’s interest in oilfield waste remediation facilities will facilitate the recovery, reuse, and disposal of petroleum byproducts and oilfield waste products.

For more information, please visit our website: http://vivakor.com

Cautionary Statement Regarding Forward-Looking Statements

Investor Contact:

P: 469-480-7175

info@vivakor.com

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

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Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

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Namespace Prefix:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

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Data Type:

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

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Namespace Prefix:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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