Vivakor Announces Approximately $5.0 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules

Rhea-AI Summary

Vivakor (Nasdaq: VIVK) announced a registered direct offering priced at-the-market to a single institutional investor for gross proceeds of approximately $5.0 million. The transaction consists of 8,417,645 shares of common stock and 14,689,851 pre-funded warrants exercisable at $0.001 per share. Closing is expected on or about October 17, 2025, subject to customary conditions.

The company said net proceeds will be used for working capital and general corporate purposes. D. Boral Capital is acting as exclusive placement agent. The offering is made under the company’s Form S-3 shelf registration (File No. 333-269178) declared effective February 10, 2023, and a prospectus supplement will be filed with the SEC.

Positive

• $5.0M gross proceeds expected
• Transaction with a single institutional investor provides capital certainty
• Proceeds earmarked for working capital and general corporate purposes

Negative

• Issuance of 8,417,645 shares creates immediate dilution
• Up to 14,689,851 pre-funded warrants likely to convert at $0.001, adding further dilution
• At-the-market pricing may exert downward pressure on the stock around the offering date

Insights

Capital markets analyst

Registered direct sale raises ~$5.0 million; immediate liquidity but dilutive to existing holders.

Vivakor agreed to sell 8,417,645 common shares and 14,689,851 pre-funded warrants to a single institutional investor in a registered direct offering priced at‑the‑market under Nasdaq rules, with gross proceeds of approximately $5.0 million. The closing is expected on or about October 17, 2025, and the company will use net proceeds for working capital and general corporate purposes. The transaction relies on an effective Form S-3 shelf (File No. 333-269178) and uses D. Boral Capital LLC as exclusive placement agent.

The business effect is straightforward: the company secures near-term liquidity while issuing new shares and warrants, which increases outstanding equity and may dilute current ownership. Key dependencies include the successful closing on or about October 17, 2025 and final net proceeds after placement agent fees and offering expenses. Watch for the filed prospectus supplement for exact offering terms, the net proceeds figure after fees, and updates on closing; these items should appear immediately in the business record around the expected closing date.

Dallas, TX, Oct. 16, 2025 (GLOBE NEWSWIRE) -- Vivakor, Inc. (“Vivakor” or the “Company”) (Nasdaq: VIVK), an integrated energy infrastructure & environmental services company, today announced that it has entered into a securities purchase agreement with a leading single fundamental institutional investor for the purchase and sale of 8,417,645 shares of its common stock, par value $0.001 per share, and 14,689,851 pre-funded warrants, exercisable at $0.001 per share, in a registered direct offering priced at-the-market under Nasdaq rules. The closing of the offering is expected to occur on or about October 17, 2025, subject to the satisfaction of customary closing conditions.

The gross proceeds to the Company from the offering were approximately $5 million before deducting placement agent fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes.

D. Boral Capital LLC is acting as exclusive placement agent for the offering.

The proposed offering of the securities described above is being offered by the Company pursuant to a "shelf" Registration Statement on Form S-3 (File No. 333-269178) filed with the Securities and Exchange Commission (the "SEC") and declared effective by the SEC on February 10, 2023, and the accompanying prospectus contained therein. The offering is being made only by means of a prospectus supplement and accompanying prospectus. A prospectus supplement relating to the offering will be filed by the Company with the SEC. When available, copies of the prospectus supplement relating to the offering, together with the accompanying prospectus, may be obtained via the SEC's website at www.sec.gov or from D. Boral Capital LLC, 590 Madison Avenue, 39th Floor, New York, NY 10022 by email to info@dboralcapital.com, or by calling (212) 970-5150.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy any of the Company’s securities, nor shall there be any offer, solicitation or sale of any of the Company’s securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

About Vivakor, Inc.

The company operates in two main business segments: (i) crude oil transportation services, and (ii) facility services for terminaling and storage of crude oil and constituent petroleum products and byproducts, including waste streams.

The company’s transportation services primarily consist of trucking transportation of crude oil and constituent products, including crude oil waste streams, and pipeline transportation of crude oil via the Omega Gathering Pipeline. Its truck transportation services are centered in Colorado’s DJ Basin, Central Oklahoma’s STACK play, and the Permian and Eagle Ford Basins of Texas. These basins are among the most active regions for oil and natural gas exploration and development in the United States. On average, each new oil well in the Permian Basin produces approximately 1,300 barrels of crude oil or more per day. The company utilizes a crude oil trucking fleet to transport oil to a network of facilities where it blends waste streams and off-spec grades of crude oil. Immediate access to flexible and scalable truck transportation solutions is a vital component of oil and natural gas exploration and development. Likewise, the Omega Gathering Pipeline is an approximately forty-five (45) mile crude oil gathering and shuttle pipeline in Blaine County, Oklahoma, the heart of the STACK play. It is tied into the Cushing, Oklahoma storage hub via a connection to the Plains STACK Pipeline.

Forward-Looking Statement

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the "safe harbor" created by those sections for such statements. All statements other than statements of historical fact are forward-looking statements, including statements regarding the anticipated closing of the offering. These forward-looking statements are often indicated by terms such as "aim," "anticipate," "believe," "could," "estimate," "expect," "goal," "intend," "likely," "look forward to," "may," "objective," "plan," "potential," "predict," "project," "should," "slate," "target," "will," "would" and similar expressions and variations thereof. Forward-looking statements are based on management’s beliefs and assumptions and on information available to management only as of the date of this press release. Vivakor’s actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including, without limitation, the risks, uncertainties and other factors described under the heading "Risk Factors" in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 15, 2025, as amended on May 2, 2025, and in our subsequent filings with the SEC. Given these risks, uncertainties and other factors, you should not place undue reliance on these forward-looking statements, and we assume no obligation to update these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

Investors Contact:
P: 469-480-7175
info@vivakor.com

FAQ

What did Vivakor (VIVK) announce on October 16, 2025 regarding a registered direct offering?

Vivakor announced a registered direct offering to one institutional investor of 8,417,645 common shares and 14,689,851 pre-funded warrants for approximately $5.0 million gross proceeds.

When is the Vivakor (VIVK) offering expected to close?

The company expects the offering to close on or about October 17, 2025, subject to customary closing conditions.

How will Vivakor (VIVK) use the proceeds from the offering?

Vivakor intends to use net proceeds for working capital and general corporate purposes.

How many pre-funded warrants did Vivakor (VIVK) issue and what is the exercise price?

The offering includes 14,689,851 pre-funded warrants exercisable at $0.001 per share.

Who is the placement agent for Vivakor's (VIVK) offering and where can the prospectus be found?

D. Boral Capital is the exclusive placement agent; the prospectus supplement will be filed with the SEC and available on www.sec.gov or from D. Boral Capital.