Vivakor Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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| Item 1.01 | Entry into a Material Agreement. |
Commodity Intermediation Facility
On October 22, 2025, Vivakor Supply & Trading, LLC (“VST”), a wholly-owned subsidiary of Vivakor, Inc. (“Vivakor” or the “Company”), entered into a Physical Commodity Intermediation Agreement (the “Intermediation Agreement”) with a single non-affiliated wholesaler, pursuant to which VST the wholesaler will provide credit support, including but not limited to letters of credit, surety bonds, cash deposits, and/or guarantees to sellers of physical commodities as an intermediary of VST for commodity trading activities, with a total availability up to $40 million in combined credit support to be extended from time to time.
Item 1.01 of this Current Report on Form 8-K contains only a brief description of the material terms of the Intermediation Agreement and does not purport to be a complete description of the rights and obligations of the parties to the Purchase Agreement, and such description is qualified in its entirety by reference to the full text of the Form of Intermediation Agreement, a copy of which is filed herewith as Exhibit 10.1.
Settlement Agreement
On October 17, 2025, Vivakor entered into a Settlement Agreement (the “Settlement Agreement”) with James Samuelson (“Samuelson”), in order to settle claims made by Samuelson that he was not paid for work performed for Vivakor, which claims formed the basis of a lawsuit entitled James Samuelson v. Vivakor, Inc., James Ballengee, et al., Case No. 30-2025-01496877-CU-OE-CJC (Sup. Ct. Orange Cty., Cal.—July 14, 2025) (the “Lawsuit”). Under the terms of the Settlement Agreement Vivakor is obligated to pay Samuelson $100,000 on or before January 30, 2026, and issue Samuelson shares of its common stock as follows: (i) $400,000 worth of shares on October 24, 2025, (ii) $400,000 worth of stock on November 3, 2025, (iii) $400,000 worth of stock on November 13, 2025, and (iv) $350,000 worth of stock on November 24, 2025 (together, the “Shares”). The Shares will be issued unrestricted under Vivakor’s 2023 Equity Incentive Plan and registered on a Form S-8 Registration Statement and valued with an issuance price equal to a 20 percent discount of the average of the lowest 5 VWAPs over the prior 15 trading days prior to each issuance date. The sale of the Shares by Samuelson is subject to a Leak-Out Agreement, under which Samuelson cannot, in any 24-hour period, sell Shares in an amount representing more than the greater of (i) the total aggregate daily net proceeds from the sale of shares equaling $25,000; (ii) 10% of the 90-day average trading volume; or (iii) 10% of any given days’ trading volume as reported by Bloomberg, LP on the applicable day. As a result of the Settlement Agreement, all dates and deadlines related to the Lawsuit have been taken off calendar by the Court, which will retain jurisdiction of the Lawsuit through the final payment of the Settlement Agreement consideration.
Item 1.01 of this Current Report on Form 8-K contains only a brief description of the material terms of the Settlement Agreement and does not purport to be a complete description of the rights and obligations of the parties to the Settlement Agreement, and such description is qualified in its entirety by reference to the full text of the Settlement Agreement, a copy of which is filed herewith as Exhibit 10.2.
| Item 7.01 | Regulation FD Disclosure. |
On October 23, 2025, Vivakor issued a press release announcing the close of the Intermediation Agreement described in Item 1.01 of this Form 8-K. 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.
The information contained in this Item 7.01 and in the accompanying Exhibits 99.1 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.
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| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. | Exhibit | |
| 10.1 | Form of Physical Commodity Intermediation Agreement dated October 22, 2025 | |
| 10.2 | Settlement Agreement with James Samuelson dated October 17, 2025 | |
| 99.1* | Press Release of Vivakor, Inc. dated October 23, 2025 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL document). |
| * | These exhibits 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. |
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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: October 23, 2025 | By: | /s/ James Ballengee | |
| Name: | James Ballengee | ||
| Title: | Chairman, President, and CEO | ||
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