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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 10, 2023
VIVAKOR, INC.
(Exact
name of registrant as specified in its charter)
Nevada |
|
001-41286 |
|
26-2178141 |
(State
or other jurisdiction of |
|
(Commission |
|
(IRS
Employer |
incorporation
or organization) |
|
File
Number) |
|
Identification
No.) |
5220 Spring Valley Rd. Suite LL20
Dallas,
TX 75254
(Address
of principal executive offices)
(949)
281-2606
(Registrant’s
telephone number, including area code)
4101 North Thanksgiving Way
Lehi, UT 84043
(Former name or former address, if changed since
last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock |
|
VIVK |
|
The
Nasdaq Stock Market LLC (Nasdaq Capital Market) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.02 Unregistered Sales of Equity Securities
Vivakor, Inc. (the “Company”) held a Special
Meeting of Stockholders (the “Meeting”) on November 10, 2023. At the Meeting, the Company’s stockholders approved the
Acquisition Stock Issuance and CEO Compensation Shares Issuance, as defined below, comprising a total of 7,965,926 shares, which were
issued on November 10, 2023.
As previously
disclosed, the Company entered into: (i) a Membership Interest Purchase Agreement (the “MIPA”), with Jorgan Development, LLC,
a Louisiana limited liability company (“Jorgan”) and JBAH Holdings, LLC, a Texas limited liability company (“JBAH”
and, together with Jorgan, the “Sellers”), as the equity holders of Silver Fuels Delhi, LLC, a Louisiana limited liability
company (“SFD”) and White Claw Colorado City, LLC, a Texas limited liability company (“WCCC” ); and (ii) an executive
employment agreement with James Ballengee (the “Employment Agreement”) with respect to the Company’s appointment of
Mr. Ballengee as Chief Executive Officer and Chairman of the Board of Directors (the “Board”).
Acquisition Stock Issuance
On October 28, 2022, following the Acquisition
and in connection with the Employment Agreement (as defined below), the Company and the Sellers entered into an agreement amending the
Notes, as soon as is practicable, following and subject to the approval of the Company’s shareholders, and provided there are no
applicable prohibitions under the rules of the Nasdaq or other restrictions, the Company agreed to issue 7,042,254 restricted shares of
the Company’s Common Stock in exchange for the forgiveness and cancellation of $10,000,000 of principal under the Notes on a pro
rata basis, reflecting a conversion price of $1.42 per share. As noted above, these shares were issued on November 10, 2023.
CEO Compensation Shares Issuance
On October 28, 2022, the Company entered into
an executive employment agreement with James Ballengee (the “Employment Agreement”) with respect to the Company’s appointment
of Mr. Ballengee as Chief Executive Officer and Chairman of the Board. Pursuant to the Employment Agreement, Mr. Ballengee will receive
annual compensation of $1,000,000 payable in shares of the Company’s Common Stock, priced at the volume weighted average price
(VWAP) for the five trading days preceding the date of the Employment Agreement and each anniversary thereof (the “CEO Compensation
Shares”). The CEO Compensation shall be subject to satisfaction of Nasdaq rules, the provisions of the Company’s equity incentive
plan and other applicable requirements and shall be accrued if such issuance is due prior to satisfaction of such requirements (the “CEO
Compensation Shares Issuance”). As noted above, 923,672 shares of our common stock was issued as the CEO Compensation Shares Issuance
on November 10, 2023.
The Acquisition Stock Issuance and the CEO Compensation
Shares Issuance were issuances of unregistered securities in transactions that were exempt from the requirements of the Securities Act
of 1933, pursuant to Section 4(a)(2) of the Securities Act of 1933.
Item
5.07 Submission of Matters to a Vote of Security Holders.
Vivakor,
Inc. (the “Company”) held its Special Meeting of Stockholders on November 10, 2023. The results of the matters voted on
by the Company’s stockholders are set forth immediately below. The details of the proposals are included in the proxy
materials filed with Securities and Exchange Commission on September 26, 2023.
Proposal
1
Approval
of Acquisition Stock Issuance, pursuant to the Membership Interest Purchase Agreement:
Votes For | |
Votes Against | |
Votes Abstained | |
Percentage Voted For |
9.872,421 | |
427,484 | |
771 | |
95.84% |
Proposal
2
Approval
of CEO Compensation Shares Issuance:
Votes For | |
Votes Against | |
Votes Abstained | |
Percentage Voted For |
9,526,139 | |
762,770 | |
11,767 | |
92.48% |
Proposal
3
Approval
of Vivakor, Inc. 2023 Equity and Incentive Plan:
Votes For | |
Votes Against | |
Votes Abstained | |
Percentage Voted For |
9,495,236 | |
804,471 | |
967 | |
92.18% |
Proposal
4
Approval
of Amendment to Articles of Incorporation to amend its federal forum selection provision:
Votes For | |
Votes Against | |
Votes Abstained | |
Percentage Voted For |
9,926,174 | |
362,284 | |
12,218 | |
96.47% |
Proposal
5
Approval
of Amendment to Articles of Incorporation to increase the Company’s authorized number of shares of Common Stock to 200 million:
Votes For | |
Votes Against | |
Votes Abstained | |
Percentage Voted For |
9,450,108 | |
844,481 | |
6,067 | |
91.79% |
Proposal
6
Adjournment
of the stockholder meeting:
Votes For | |
Votes Against | |
Votes Abstained | |
Percentage Voted For |
9,851,309 | |
442,657 | |
6,710 | |
95.69% |
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:
November 16, 2023 |
By: |
/s/
James Ballengee |
|
|
Name:
James Ballengee |
|
|
Title:
Chief Executive Officer |
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Grafico Azioni Vivakor (NASDAQ:VIVK)
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