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Vivakor, Inc. (VIVK) proxy highlights governance and capital-structure items for shareholder vote. The filing lists director nominations for election and multiple proposals that would authorize issuances of common, preferred and other stock potentially above 19.99% of outstanding common stock. It discloses beneficial ownership details for major holders: James H. Ballengee controls 21,403,141 shares (44.54%) through related entities and directly held shares, including shares to be issued in the next 60 days for Series A preferred-stock dividends and employment-related issuance. The Series A preferred pays a 6% annual dividend in shares, payable quarterly, and is convertible at company option based on a $1,000 stated value and $1.00 per common share subject to ownership limits. The proxy also lists share count scenarios for potential dilutive ratios and requests ratification of a transaction referenced as the MEL/ET transaction.

Vivakor, Inc. (VIVK) reported interim results showing meaningful revenue from its oil-related operations but significant liquidity stress. For the six months ended June 30, 2025 the company recognized $42.5 million in terminating and storage revenue and $23.9 million in transportation logistics, and recorded crude petroleum sales of $17.1 million for the three-month period and $30.4 million for the six-month period tied to North Dakota contracts. The company has a working capital deficit of approximately $105.8 million at June 30, 2025 versus $101.5 million at December 31, 2024, only $3.7 million of cash (with $3.2 million restricted), and about $74 million of debt due within one year, which the filing states raises substantial doubt about its ability to continue as a going concern. Management recorded a full allowance against a $7.5 million convertible note due to collectability uncertainty and disclosed material financing amendments and new loan documents received July 15, 2025. Consolidated net loss and operating losses widened year-over-year.

Vivakor, Inc. is soliciting proxies for its September 11, 2025 annual meeting where stockholders will vote on four director nominees and eight other proposals including approvals required under Nasdaq Listing Rule 5635(d) to permit potential issuances of common stock upon conversion or dividend issuance that, under certain circumstances, could exceed 19.99% for (i) J.J. Astor convertible notes (referenced principal amounts total $12,565,000), (ii) investor convertible notes under a Securities Purchase Agreement (aggregate principal amounts referenced ~ $5.79 million), and (iii) issuances tied to Series A preferred stock conversions/dividends.

The proxy discloses a related-party transaction: the July 30, 2025 sale of Meridian Equipment Leasing, LLC and Equipment Transport, LLC to Jorgan Development, LLC (an entity controlled by CEO James Ballengee) for $11,058,235 paid in Series A Convertible Preferred Stock, which the Board asks stockholders to ratify. The filing details multiple financings with J.J. Astor (initial and additional junior secured convertible notes, weekly installment structures, fee and holdback arrangements, a 15,000,000 share reservation for conversion, and Commitment Shares issued) and a Forbearance Agreement and payment schedule with Maxus requiring multi-million dollar payments. Corporate changes include CFO Tyler Nelson's resignation (July 19, 2025) and hiring of Kimberly Hawley as CFO (July 24, 2025, $350,000 annual compensation). The record date is August 13, 2025 and 50,121,474 shares were outstanding on that date.

Vivakor, Inc. (VIVK) filed an 8-K detailing several material events dated 30 Jul 2025.

Asset sale: Subsidiary Vivakor Transportation agreed to sell 100% of Meridian Equipment Leasing, LLC and Equipment Transport, LLC to Jorgan Development for $11.06 million, paid in Vivakor Series A Convertible Preferred Stock that will be retired, eliminating the related dividend obligation. Price is subject to a net-equity true-up. Associated amendments will (i) expand a Transition Services Agreement, (ii) cut required payments on a secured promissory note from 99% to 50% of specified free cash flow, and (iii) suspend insider Series A dividends from 1 Aug 2025-1 Jan 2026.

Forbearance: Vivakor and CEO-related entities acknowledged continuing defaults under three Maxus Capital equipment leases. Maxus will forbear enforcement if a $9.21 million lump-sum schedule (first $3.29 m due 1 Sep 2025) and monthly lease payments ($41k, $593k, $188k) are met. Up-front consideration equals $250k cash plus $250k in restricted VIVK shares.

Management change: COO Russ M. Shelton resigned effective 3 Aug 2025, agreeing to assist in transition; no disagreements cited.

Other disclosures: Press releases announced the transaction, a special dividend of 206,595 Adapt, Inc. shares (record date 20 Aug 2025), and an annual meeting set for 11 Sep 2025.