{"url_path":"/sec/vivk/8-k/2026-05-14/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1450704/0001829126-26-005245-index.html","accession_number":"0001829126-26-005245","cik":"0001450704","ticker":"VIVK","issuer_name":"Vivakor, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1450704/0001829126-26-005245-index.html","primary_entity_key":"0001450704","primary_entity_name":"Vivakor, Inc."},"word_count":1454,"has_tables":true,"body_markdown":"**Item 1.01**\n**Entry Into Material Definitive Agreement**\n\n \n\nOn May 8, 2026, Vivakor, Inc.\n(the “Company”) closed the first tranche of a transaction with certain institutional investors (the “Investors”)\nunder the terms of a Securities Purchase Agreement (the “SPA”) to issue and sell to each of the Investors promissory notes\n(the “Notes”), for aggregate gross proceeds to the Company of up to $12.0 million (the “ Purchase Price”), before\ndeducting fees to the placement agent, RBW Capital Partners LLC (a division of Dawson James Securities, Inc.) (“RBW”), and\nother expenses payable by the Company in connection with the offering (the “Offering”). The Notes have a principal amount\nof $15,000,000 (the “Principal Amount”), which consists of the Purchase Price plus $3,000,000 representing a 20% original\nissuance discount.\n\n \n\nPursuant to the SPA, the Purchase\nPrice is to be paid as follows: $6,000,000 on the initial closing date (the “First Closing”), and $6,000,000 upon a second\nclosing date to occur pursuant to the terms of the SPA (the “Second Closing”). The First Closing and Second Closing are conducted\nthrough the terms of an escrow agreement with a third-party escrow agent.\n\n \n\nPursuant to the SPA, the Company\nshall register for resale all shares of its common stock that may be issued upon conversion of the Notes with respect to the First Closing\nand the Second Closing within fifteen (15) calendar days of the First Closing.\n\n \n\nThe First Closing occurred\non May 8, 2026, and the Company received $6,000,000 in gross proceeds. The Second Closing has not yet occurred. The Company paid RBW aggregate\ncash fees of $540,000 and paid $100,000 in legal fees to RBW’s legal counsel in relation to the transactions contemplated by the\nFirst Closing. The Company intends to use the net proceeds from the sale of the Notes for working capital and general corporate purposes,\nand to pay down certain outstanding indebtedness and other liabilities of the Company.\n\n \n\nEach Investor has the right,\nat any time, to convert all or any portion of the then outstanding and unpaid Principal Amount and interest if any (including any costs,\nfees and charges) into shares of the Company’s common stock, at a conversion price equal to the greater of $0.37 and 80% of the\nlowest daily volume weighted average price of the common stock during the five (5) trading days immediately prior to the date of conversion.\nAny such conversion is subject to limitations so each Investor beneficially owns less than 4.99% of the outstanding common stock; however,\nthe Investors have the right to waive this limitation, which if waived would cause us to issue a substantial number of freely tradable\nshares in a short period of time and that would have the effect of materially diluting our existing shareholders. Additionally, unless\nthe Company receives approval from holders owning a majority of its outstanding voting stock, the Investors, in the aggregate, are limited\nfrom converting into shares of common stock if such conversion would cause the Company to issue more than 19.99% of the number of shares\nit had outstanding immediately prior to the First Closing.\n\n \n\nSubject to exceptions described\nin the SPA, including relating to the permitted issuance of certain Company securities, the Company may not sell any equity or equity-linked\nsecurities during the term of the Note without the Investors’ prior consent.\n\n \n\nThe Note contains customary\nEvents of Default for transactions similar to the transactions contemplated by the SPA and the Note, which entitle each Investor, among\nother things, to accelerate the due date of the unpaid principal amount of the Note. Upon the first occurrence of an Event of Default\nwith respect to the Note, the Principal Amount outstanding as of the time of the Event of Default date shall be automatically increased\nby 20%.\n\n \n\nThe SPA contains certain representations\nand warranties made by each of the Company and the Investors, as set forth therein.\n\n \n\nOn April 8, 2026, the Company\nentered into an engagement letter in connection with the Offering (the “Engagement Letter”), with RBW, pursuant to which RBW\nagreed to serve as the placement agent for the issuance and sale of securities of the Company pursuant to the SPA. As compensation for\nsuch placement agent services, the Company agreed to pay RBW an aggregate cash fee equal to 9.0% of the gross proceeds received by the\nCompany from the Offering, plus up to $100,000 for its fees and expenses. On May 8, 2026, in connection with the First Closing, the Company\npaid RBW aggregate cash fees of $540,000 and $100,000 in legal fees to RBW’s legal counsel.\n\n \n\n2\n\n \n\n \n\nFurther, pursuant to the Engagement\nLetter, RBW is entitled to compensation with respect to any financing of the Company occurring within 18 months of the termination or\nexpiration of the Engagement Letter when such financing is provided by investors whom RBW introduced to the Company during the term of\nthe Engagement Letter. The Engagement Letter also includes indemnification obligations of the Company and other provisions customary for\ntransactions of this nature.\n\n \n\nIn addition to the SPA and\nthe Note, on May 7, 2026, the Company entered into a standby equity purchase agreement (the “SEPA”) with one of the Investors\n(the “SEPA Investor”), under which the SEPA Investor has committed to purchase from the Company up to $100,000,000 of shares\nof the Company’s common stock in an equity line of credit (the “Equity Line”). Subject to the terms and conditions of\nthe SEPA, the Company has the right from time to time at its discretion until the first day of the month following the 36-month period\nafter the date of the SEPA (or earlier in the event the SEPA Investor shall have made payment of $100 million in Advances), to direct\nthe SEPA Investor to purchase a specified amount of shares of common stock (each such sale, an “Advance”) by delivering written\nnotice to the SEPA Investor (each, an “Advance Notice”). While there is no mandatory minimum amount for any Advance, it may\nnot exceed the lesser of (i) an amount equal to one hundred percent (100%) of the average of the Daily Traded Amount (as defined in the\nSEPA) during the five consecutive Trading Days immediately preceding an Advance Notice, (ii) 30% of the Daily Traded Amount (as defined\nin the SEPA) and (iii) $1 million, and may not exceed 4.99% of the issued and outstanding shares of common stock. The shares of common\nstock purchased pursuant to an Advance will be purchased at a price equal to 94% of the lowest VWAP of the common stock during the three\nTrading Days following the applicable notice date. The Company may also deliver intraday purchase notices to the Investor, and the common\nstock purchased pursuant to an intraday Advance will be purchased at a price equal to 98% of the lowest traded price of the common stock\nduring the intraday pricing period, as determined pursuant to the terms of the SEPA.\n\n \n\nThe Company will control the timing and amount of any sales of common stock to the SEPA Investor under the Equity Line. Actual sales of common stock under the Equity Line will depend on a variety of factors to be determined by the Company from time to time, which may include, among other things, market conditions, the trading price of the common stock and determinations by the Company as to the appropriate sources of funding for its business and operations. The Company is required to file a registration statement registering the shares of common stock under the SEPA and must get that registration statement effective before the Company can begin any Advances under the Equity Line. Under the terms of the SEPA, the Company is required to issue the Investors a total facility fee equal to one quarter of one percent (0.25%) of the total commitment amount, which requires the Company to issue to the Investors that number of additional shares of common stock equal to $250,000 (the “Facility Fee”) divided by the lesser of the most recent Nasdaq Official Closing Price on (i) the Effective date, and (ii) the lowest 1-Trading Day VWAP of the common stock of the five (5) Trading Days immediately preceding the date the Registration Statement is declared effective (the “Facility Fee Shares”). If the issuance of the Facility Fee Shares would cause the Investor to exceed certain ownership limitations then the Facility Fee may be issued as prefunded warrants.\n\n \n\nThis summary is not a complete\ndescription of all of the terms of the SPA, the Notes, or the SEPA, and are qualified in its entirety by reference to the full text of\nthe SPA, the Notes, and the SEPA forms of which are filed as Exhibits 10.1, 10.2, 10.3, respectively hereto, which are incorporated by\nreference into this Item 1.01."}