false 0001450704 0001450704 2023-12-06 2023-12-06 iso4217:USD xbrli:shares iso4217:USD xbrli:shares






Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): December 6, 2023



(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 Road, Suite LL20

Dallas, TX 75242

(Address of principal executive offices)


(949) 281-2606

(Registrant’s telephone number, including area code)


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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.


On December 6, 2023, Vivakor, Inc. (the “Company”) received notice from David Natan of his resignation, effective immediately, from the Company’s Board of Directors (the “Board”) and from his positions as Chairman of the Audit Committee and as a member of the Compensation Committee and the Nominating and Governance Committee.


On December 12, 2023, the Company received notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, based upon the resignation of David Natan from the Board, the Company is not currently in compliance with the board of directors independence requirements set forth in Nasdaq Listing Rule 5605(b)(1) and the requirement in Nasdaq Listing Rule 5605(c)(2)(A) to have an audit committee comprised of at least three independent directors. The Company informed Nasdaq of Mr. Natan’s resignation on December 7, 2023.


As a result of Mr. Natan’s resignation, the Board, as currently constituted, does not have a majority of directors who would be considered “independent directors,” as that term is defined in Nasdaq Listing Rule 5605(a)(2). Furthermore, the Audit Committee of the Board currently consists of only two independent directors. Consistent with Nasdaq Listing Rules 5605(b)(1)(A) and Rule 5605(c)(4), Nasdaq will provide the Company a cure period until June 3, 2024 to evidence compliance.


The Notice has no immediate effect on the continued listing status of the Company’s common stock on The Nasdaq Capital Market.


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


The information regarding David Natan’s resignation contained in Item 3.01 is incorporated herein by reference.


Mr. Natan’s resignation was not the result of any dispute or disagreement with the Company or the Board on any matter relating to the operations, policies or practices of the Company.







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.


Dated: December 12, 2023 By: /s/ James Ballengee
    Name: James Ballengee
    Title: Chief Executive Officer




Dec. 06, 2023
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Dec. 06, 2023
Entity File Number 001-41286
Entity Registrant Name VIVAKOR, INC.
Entity Central Index Key 0001450704
Entity Tax Identification Number 26-2178141
Entity Incorporation, State or Country Code NV
Entity Address, Address Line One 5220 Spring Valley Road
Entity Address, Address Line Two Suite LL20
Entity Address, City or Town Dallas
Entity Address, State or Province TX
Entity Address, Postal Zip Code 75242
City Area Code (949)
Local Phone Number 281-2606
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol VIVK
Security Exchange Name NASDAQ
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false

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