Vivakor, Inc. 8-K

What Happened

• Vivakor, Inc. filed an 8-K (Jan 16, 2026) reporting that J.J. Astor & Co. converted $50,000 of a junior secured convertible promissory note (the “Second Note”) into 11,904,762 shares of Vivakor common stock pursuant to a Notice of Conversion dated January 12, 2026. The Second Note was issued in connection with an amended Loan and Security Agreement; its principal amount was $5,940,000 and the Company received $4,400,000 (before fees) on July 15, 2025. The Shares were issued without a Rule 144 restrictive legend based on a legal opinion and transfer agent confirmation.

Key Details

• Lender: J.J. Astor & Co.; instrument: junior secured convertible promissory note (Second Note).
• Original principal of Second Note: $5,940,000; cash received by Vivakor on July 15, 2025: $4,400,000 (before fees).
• Conversion: $50,000 of principal converted on Jan 12, 2026 into 11,904,762 shares.
• Issuance exempt from registration under Section 4(a)(2) of the Securities Act; shares issued without a Rule 144 legend per legal opinion.

Why It Matters

• The conversion increases Vivakor’s outstanding common shares (dilution) by ~11.9 million shares, which can affect per-share metrics and voting power depending on total shares outstanding.
• The transaction reflects the company’s use of convertible debt financing (the Amended Loan Agreement) to raise cash — Vivakor received $4.4M net from the Second Note — and shows the lender exercising conversion rights.
• Shares issued without a restrictive legend may be more readily transferable, which could affect secondary market supply. Investors should monitor future conversions or debt financings under the same agreement for additional dilution.