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Get filing alertsVivakor closes $6M convertible note with 20% discount conversion, secures $100M equity line
Filed May 14, 2026 · Period ending May 8, 2026 · ~1 min read
Key Changes
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Closed first $6M of up to $12M convertible note financing with 20% original issue discount—investors pay up to $12M but receive $15M in principal, immediately increasing debt burden 25% above cash received.
Item 1.01: Entry into Material Agreement verify on EDGAR → -
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Notes convert to stock at 20% discount to market (80% of lowest 5-day VWAP, $0.37 floor). Investors can waive 4.99% ownership cap, potentially flooding market with discounted shares and causing severe dilution.
Item 1.01: Conversion Terms verify on EDGAR → -
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Secured $100M standby equity line allowing share sales at 6% discount over 36 months—provides flexible capital but creates ongoing dilution as shares sold below market.
Item 1.01: SEPA Agreement verify on EDGAR → -
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Default triggers automatic 20% principal increase plus potential acceleration of all amounts due. Company restricted from issuing equity without noteholder consent during note term.
Item 1.01: Default Terms verify on EDGAR → -
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Company paid $640,000 in fees at first closing and must pay $250,000 facility fee in shares for the equity line.
Item 1.01: Transaction Costs verify on EDGAR →
Summary
Vivakor closed the first $6 million tranche of a up to $12 million convertible note financing that comes with significant dilution risk for existing shareholders. The structure is expensive: investors receive $15 million in principal for up to $12 million cash (20% discount), and can convert to stock at 20% below recent market prices with a $0.37 floor.
While each investor faces a 4.99% ownership cap, they can waive this limit, potentially flooding the market with discounted shares. The company also secured a $100 million standby equity line providing flexible capital access over three years, but shares will be sold at 6% discounts to market, creating ongoing dilution.
The financing restricts Vivakor from issuing any equity without noteholder consent and carries harsh default penalties—a 20% automatic principal increase if the company stumbles. Retail investors should monitor the company's use of proceeds and watch for conversion notices or equity line drawdowns in future 8-Ks, as these will directly dilute your ownership. The $0.37 conversion floor suggests the stock was trading near or below that level, making near-term dilution likely if the price remains weak.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Vivakor closed $6M first tranche of up to $12M convertible note financing with 20% OID, plus $100M standby equity line commitment.
Added in current filing · verify on EDGAR →
on May 7, 2026, the Company entered into a standby equity purchase agreement (the “SEPA”) with one of the Investors (the “SEPA Investor”), under which the SEPA Investor has committed to purchase from the Company up to $100,000,000 of shares of the Company’s common stock in an equity line of credit (the “Equity Line”). Subject to 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 following 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 in Advances), to direct the SEPA Investor to purchase a specified amount of shares of common stock
The company secured a $100 million standby equity line allowing it to sell shares at its discretion over 36 months. Shares will be sold at a 6% discount (94% of lowest VWAP over 3 days) for regular advances or 2% discount for intraday sales. This provides flexible capital access but will create ongoing dilution as shares are sold below market prices. The company must pay a $250,000 facility fee in shares.
Added in current filing · verify on EDGAR →
The Note contains customary Events of Default for transactions similar to the transactions contemplated by the SPA and the Note, which entitle each Investor, among other things, to accelerate the due date of the unpaid principal amount of the Note. Upon the first occurrence of an Event of Default with respect to the Note, the Principal Amount outstanding as of the time of the Event of Default date shall be automatically increased by 20%.
If the company defaults on the notes, the outstanding principal automatically increases by 20%, adding significant penalty costs on top of potential acceleration of all amounts due. This creates substantial downside risk if the company encounters operational or financial difficulties.
Added in current filing · verify on EDGAR →
Subject to exceptions described in the SPA, including relating to the permitted issuance of certain Company securities, the Company may not sell any equity or equity-linked securities during the term of the Note without the Investors’ prior consent.
The company is restricted from issuing any equity or equity-linked securities without investor consent during the note term. This limits the company's financing flexibility and gives noteholders control over future capital raising activities, potentially constraining strategic options.
Event · Item 3.02 — Unregistered Sales of Equity Securities
Vivakor issued unregistered notes and will issue facility fee shares under a securities purchase agreement dated May 7, 2026.
Added in current filing · verify on EDGAR →
on May 7, 2026, the Company entered into the SPA and issued the Notes, which securities contain a standard Rule 144 restrictive legend. The Company will also issue the Facility Fee Shares or prefunded warrants to satisfy the Facility Fee, once the number of securities is ascertainable.
Vivakor issued notes under a securities purchase agreement (SPA) on May 7, 2026, with Rule 144 transfer restrictions. The company will also issue facility fee shares or prefunded warrants once the quantity is determined. These securities were issued to accredited investors under Section 4(a)(2) exemption from registration.
Event · Item 7.01 — Regulation FD Disclosure
Company announced an Offering and SEPA via press release on May 8, 2026.
Added in current filing · verify on EDGAR →
On May 8, 2026, the Company issued a press release announcing Offering and the SEPA.
The company disclosed that it issued a press release on May 8, 2026 announcing an Offering and a SEPA (likely a Standby Equity Purchase Agreement).1, which is not included in this filing body.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 is deemed to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
The company clarified that this disclosure is "furnished" rather than "filed," meaning it is not subject to liability under Section 18 of the Exchange Act and will not be automatically incorporated by reference into other SEC filings. This is standard treatment for Regulation FD disclosures under Item 7.01.
Event · Item 9.01 — Financial Statements and Exhibits
Vivakor disclosed securities purchase agreements, convertible notes, and a standby equity purchase agreement executed May 7, 2026.
Added in current filing · verify on EDGAR →
Form of Securities Purchase Agreement dated May 7, 2026
The company entered into a securities purchase agreement on May 7, 2026. The specific terms, parties, and consideration are detailed in the attached exhibit but not disclosed in the 8-K body itself.
Added in current filing · verify on EDGAR →
Form of Convertible Promissory Note dated May 7, 2026
The company issued convertible promissory notes dated May 7, 2026. Convertible notes can dilute existing shareholders upon conversion to equity. The conversion terms, principal amount, interest rate, and maturity are in the attached exhibit.
Added in current filing · verify on EDGAR →
Form of Standby Equity Purchase Agreement dated May 7, 2026
The company entered into a standby equity purchase agreement (SEPA) on May 7, 2026. A SEPA typically provides the company with the right to sell shares to an investor over time, creating potential future dilution for existing shareholders.
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Figures/quotes linked to EDGAR · Narrative written by AI · May 25, 2026 · How we verify