Item 5. Other Information
ITEM 5. OTHER INFORMATION
On February 14, 2022, we closed an
underwritten public offering of 1,600,000 shares of common stock, at a public offering price of $5.00 per share, for aggregate gross
proceeds of $8.0 million, prior to deducting underwriting discounts, commissions, and other offering expenses. In addition, we
granted the underwriter, EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”), a 45-day option to purchase up
to an additional 240,000 shares of Common Stock at the public offering price per share, less the underwriting discounts and
commissions, to cover over-allotments, if any, and has issued the underwriter, EF Hutton, 5-year warrants to purchase 80,000 shares
of common stock at an exercise price equal $5.75. Our Common Stock began trading on the Nasdaq Capital Market on February 14, 2022,
under the symbol “VIVK”. EF Hutton, acted as sole book-running manager for the offering. Simultaneous with the close of
the offering, we converted 66,667 shares of Series A Preferred Stock in to 833,333 shares of common stock. We effected a 1-for-30
reverse split of our authorized and outstanding shares of our Common Stock and preferred stock (the “Reverse Stock
Split”) via the filing of a certificate of change with the Nevada Secretary of State simultaneously with the close of the
underwritten public offering, which was effective at the commencement of trading of our Common Stock. No fractional shares of our
common stock were issued as a result of the Reverse Stock Split. Any fractional shares resulting from the Reverse Stock Split were
rounded up to the nearest whole share, resulting in a round up issuance of 2,271 shares of our common stock. In conjunction with the
offering, approximately $1,228,997 in convertible notes payable were converted into 272,156 shares of common stock.
32
ITEM 6. EXHIBITS
Incorporated by
Exhibit
Reference
Filed or Furnished
Number
Exhibit Description
Form
Exhibit
Filing Date
Herewith
2.1
Membership Interest Purchase Agreement dated as of June 15, 2022, by and among the Registrant, Jorgan Development, LLC and JBAH Holdings LLC
8-K
2.1
6/22/2022
4.1
Form of Secured Promissory Note of Registrant
8-K
4.1
6/22/2022
10.1
Product Off-Take Agreement, by and between Vivaventures Energy Group, Inc., and Hot Oil Transport, LLC, dated April 26, 2022
8-K
10.1
5/2/2022
10.2
Executive Employment Agreement, dated June 9, 2022, by and between Vivakor, Inc. and Matthew Nicosia
8-K
10.1
6/14/2022
10.3
Executive Employment Agreement, dated June 9, 2022, by and between Vivakor, Inc. and Tyler Nelson
8-K
10.2
6/14/2022
10.4
Form of Shared Services Agreement among Endeavor Crude, LLC, Silver Fuels Delhi LLC and White Claw Colorado City, LLC
8-K
10.1
6/22/2022
10.5
Form of Pledge Agreement
8-K
10.2
6/22/2022
10.6
F orm of Master Netting Agreement among Registrant, Silver Fuels Delhi LLC, White Claw Colorado City, LLC, Jorgan Development, LLC, JBAH Holdings, LLC, Endeavor Crude, LLC and White Claw Crude, LLC
8-K
10.3
6/22/2022
10.7
Form of Guaranty Agreement
8-K
10.4
6/22/2022
10.8
Form of Lock-Up Agreement
8-K
10.5
6/22/2022
10.9
Form of Assignment of Membership Agreement
8-K
10.6
6/22/2022
10.10
Form of Release Agreement
8-K
10.7
6/22/2022
10.11
Oil Storage Agreement dated January 1,2021 by and between White Claw Colorado City, LLC and White Claw Crude, LLC
8-K
10.8
6/22/2022
10.12
Crude Petroleum Supply Agreement dated January 1,2021 by and between White Claw Crude, LLC and Silver Fuels Delhi LLC
8-K
10.9
6/22/2022
10.13
Form of First Amendment to Crude Petroleum Supply Agreement dated January 1,2021 by and between White Claw Crude, LLC and Silver Fuels
Delhi LLC
8-K
10.10
6/22/2022
33
31.1*
Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer.
X
31.2*
Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer.
X
32.1**
Section 1350 Certification of Chief Executive Officer.
X
32.2**
Section 1350 Certification of Chief Financial Officer.
X
101.INS*
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH*
InlineXBRL Taxonomy Extension Schema Document
101.CAL*
InlineXBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
InlineXBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
InlineXBRL Taxonomy Extension Label Linkbase Document
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
** In accordance with SEC Release 33-8238,
Exhibits 32.1 and 32.2 are being furnished and not filed.
34
SIGNATURES
Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
VIVAKOR, INC.
By:
/s/ Matthew Nicosia
Matthew Nicosia
Chief Executive Officer (Principal Executive Officer)
Date:
August 19, 2022
VIVAKOR, INC.
By:
/s/ Tyler Nelson
Tyler Nelson
Chief Financial Officer (Principal Financial and Accounting Officer)
Date:
August 19, 2022
35
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.