{"url_path":"/sec/vivk/8-k/2026-07-21/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-21","source_url":"https://www.sec.gov/Archives/edgar/data/1450704/0001829126-26-007719-index.html","accession_number":"0001829126-26-007719","cik":"0001450704","ticker":"VIVK","issuer_name":"Vivakor, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1450704/0001829126-26-007719-index.html","primary_entity_key":"0001450704","primary_entity_name":"Vivakor, Inc."},"word_count":684,"has_tables":true,"body_markdown":"**Item 1.01**\n**Entry Into Material Definitive Agreement.**\n\n \n\nAs previously reported, on\nMay 8, 2026, Vivakor, Inc. (the “Company”) entered into a financing transaction with certain institutional investors (the\n“Investors”) under the terms of a Securities Purchase Agreement (the “SPA”) to issue and sell to each of the Investors\npromissory notes (the “Notes”), for aggregate gross proceeds to the Company of up to $12.0 million (the “Purchase Price”),\nbefore deducting fees to the placement agent, RBW Capital Partners LLC (a division of Dawson James Securities, Inc.) (“RBW”),\nand other 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 first\nhalf of the Purchase Price ($6,000,000) was paid in connection with the initial closing date (the “First Closing”), and second\nhalf of the Purchase Price ($6,000,000) was paid on July 16, 2026 (the “Second Closing”). The First Closing and Second Closing\nwere conducted through the terms of an escrow agreement with a third-party escrow agent.\n\n \n\nUnder the terms of the SPA,\nthe Company registered for resale all shares of its common stock that may be issued upon conversion of the Notes with respect to the First\nClosing and the Second Closing under the terms of a Registration Statement on Form S-1, which went effective with the SEC on July 16,\n2026.\n\n \n\nAs previously reported, in\naddition to the SPA and the Note, on May 7, 2026, the Company entered into a standby equity purchase agreement (the “SEPA”)\nwith one of the Investors (the “SEPA Investor”), under which the SEPA Investor has committed to purchase from the Company\nup to $100,000,000 of shares of the Company’s common stock in an equity line of credit (the “Equity Line”). Subject\nto the terms and conditions of the SEPA, the Company has the right from time to time at its discretion until the first day of the month\nfollowing the 36-month period after the date of the SEPA (or earlier in the event the SEPA Investor shall have made payment of $100 million\nin Advances), to direct the SEPA Investor to purchase a specified amount of shares of common stock (each such sale, an “Advance”)\nby delivering written notice to the SEPA Investor (each, an “Advance Notice”). While there is no mandatory minimum amount\nfor any Advance, it may not exceed the lesser of (i) an amount equal to one hundred percent (100%) of the average of the Daily Traded\nAmount (as defined in the SEPA) during the five consecutive Trading Days immediately preceding an Advance Notice, (ii) 30% of the Daily\nTraded Amount (as defined in the SEPA) and (iii) $1 million, and may not exceed 4.99% of the issued and outstanding shares of common stock.\nThe shares of common stock purchased pursuant to an Advance will be purchased at a price equal to 94% of the lowest VWAP of the common\nstock during the three Trading Days following the applicable notice date. The Company may also deliver intraday purchase notices to the\nInvestor, and the common stock purchased pursuant to an intraday Advance will be purchased at a price equal to 98% of the lowest traded\nprice of the common stock during the intraday pricing period, as determined pursuant to the terms of the SEPA.\n\n \n\nOn July 15, 2026, the Company\nand the Investors entered into an Amendment No. 1 to the SPA, the Notes, and the SEPA (the “Amendment No. 1”), under which\nthe Investors agreed to fund the Second Closing in return for the Company agreeing to maintain the $0.37 floor price in the investment\ndocuments after the Company’s 1-for-20 reverse stock split that went effective July 17, 2026.\n\n \n\nThis summary is not a complete\ndescription of all of the terms of the Amendment No. 1 and is qualified in its entirety by reference to the full text of the Amendment\nNo. 1 a form of which is filed as Exhibits 10.1 hereto, which is incorporated by reference into this Item 1.01.\n\n \n\n2"}