Vivakor, Inc.

As filed with the Securities and Exchange Commission on May 14, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Vivakor, Inc.

www.vivakor.com

(Exact name of registrant as specified in its charter)

James Ballengee, Chief Executive Officer

Kimberly Hawley, Chief Financial Officer

Vivakor, Inc.

5220 Spring Valley Road,

Suite 500

Dallas, TX 75254

(469) 480-7175

(Name, address, including zip code, and telephone number, including area code, of agent for service)

COPIES TO:

Craig V. Butler, Esq.

Law Offices of Craig V. Butler

300 Spectrum Center Drive, Suite 300

Irvine, CA 92618

(949) 484-5667

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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 accounting standards provided to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the SEC is effective. This prospectus is not an offer to sell and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, Dated May 14, 2026

PROSPECTUS

Up to 40,686,375 shares of common stock

This prospectus relates to the resale, from time to time of up to an aggregate of 40,686,375 shares of Vivakor, Inc., a Nevada corporation (the “Company”) common stock, $0.001 par value per share (“Common Stock”), by the selling stockholders named herein (the “Selling Stockholders”),. The Common Stock included in this prospectus consists of up to 40,540,542 shares that certain of the Selling Stockholders may receive pursuant to the conversion of certain convertible promissory notes issued in the aggregate amount of $15,000,000 held by such Selling Stockholders under the terms of the Offering, and 145,833 shares of Common Stock currently owned by another Selling Stockholder. The 40,540,542 shares of Common Stock issuable under the convertible promissory notes are calculated based upon the floor price of $0.37 per share (“Floor Price”) as set forth in the convertible promissory note. The Company is registering 40,540,542 shares of Common Stock for issuance under the convertible promissory notes, which is the maximum amount of shares of Common Stock that can be issued upon conversion of $15,000,000 of principal under the convertible promissory notes. See the section entitled, “Selling Stockholders” for additional information regarding the Selling Stockholders.

The Selling Stockholders may sell the shares of Common Stock at prevailing market or privately negotiated prices, including in one or more transactions that may take place by ordinary broker’s transactions, privately negotiated transactions or through sales to one or more dealers for resale. We will not realize any proceeds from sales by the Selling Stockholders.

All costs incurred in the registration of the shares of Common Stock are being borne by the Company.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. This prospectus complies with the requirements that apply to an issuer that is an emerging growth company.

Our common stock is listed on The Nasdaq Capital Market under the symbol “VIVK”. On May 12, 2026, the last reported sale price of our common stock was $1.60 per share.

The share and per share information in this prospectus reflects a 1-for-200 reverse stock split of the outstanding Common Stock of the Company, which went effective on March 24, 2026. The financial statements, which are included on pages F-1 through F-39, and associated Management’s Discussion and Analysis disclosure, have also been adjusted for the 1-for-200 reverse stock split.

Investing in the Common Stock involves risks. Vivakor, Inc., currently is in an unsound financial condition, and you should not invest unless you can afford to lose your entire investment. See “Risk Factors” beginning on page 13. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is __________________, 2026

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