10/08/2025 | Press release | Distributed by Public on 10/08/2025 15:15
Item 3.02 | Unregistered Sales of Equity Securities |
As previously reported, on March 17, 2025, Vivakor, Inc. (the "Company"), issued a junior secured convertible promissory note (the "Initial Note") to J.J. Astor & Co. (the "Lender"), in the principal amount of $6,625,000 (the "Principal Amount"), in relation to a Loan and Security Agreement by and between the Company, its subsidiaries, and the Lender (the "Loan Agreement"). The Company received $5,000,000, before fees. The Company received the funds on March 18, 2025.
On October 2, 2025 and October 6, 2025, the Company received a Notices of Conversion from the Lender converting $400,000 and $500,000 of the Principal Amount of the Initial Note into 2,991,773 shares and 3,496,503 shares of the Company's common stock, respectively (together, the "Shares"). Pursuant to the terms of the Initial Note and the Notices of Conversion, the Company issued the Shares. The 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.
As previously reported, on August 12, 2025, the Company issued a convertible promissory note to a non-affiliated accredited investor (the "Holder"), in the aggregate principal amount of $647,500 in connection with a Securities Purchase Agreement entered into by and between the Company and the Holder (the "SPA"). The Company received $550,000 in exchange for issuing the note. In connection with the issuance of the note, the Company agreed to issue the Holder 82,500 shares of its common stock as additional incentive to enter into the SPA and the note. The Company issued the shares with a restrictive legend on October 8, 2025. The issuance of the foregoing securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act promulgated thereunder as the Holder is accredited investor and familiar with our operations.