Vivakor, Inc. 10-Q

ITEM 5. OTHER INFORMATION Special Meeting of Stockholders On November 10, 2023 we held a special meeting of our stockholders for the purpose of approving certain business items, namely: 1. To approve, pursuant to Nasdaq Listing Rule 5635(d), the issuance of a number of shares of the Company’s common stock pursuant to Membership Interest Purchase Agreement (the “Acquisition Agreement”) entered into on June 15, 2022, by and among the Company and Jorgan Development, LLC, a Louisiana limited liability company (“Jorgan”) and JBAH Holdings, LLC, a Texas limited liability company (“JBAH” and, together with Jorgan, the “Sellers”), including the issuance of such shares upon the conversion of promissory notes issued pursuant to the Acquisition Agreement, as amended on October 28, 2022, which could, under certain circumstances that may occur in the future, exceeding 19.99% of the number of shares of the Company’s common stock outstanding as of the date of the Acquisition Agreements (the “Acquisition Stock Issuance”); 2. To approve, pursuant to Nasdaq Listing Rule 5635(c) and 5635(d), the annual compensation of $1,000,000 payable in shares of the Company’s common stock to James Ballengee (the “CEO Compensation Shares”) pursuant to an executive employment agreement (the “Employment Agreement”) entered into on October 28, 2022, by and among the Company and James Ballengee with respect to the Company’s appointment of Mr. Ballengee as Chief Executive Officer and Chairman of the board of directors of the Company; the CEO Compensation Shares will be priced at the volume weighted average price (VWAP) for the five trading days preceding the date of the Employment Agreement and each anniversary thereof (the “CEO Compensation Shares Issuance”), subject to satisfaction of Nasdaq rules, the provisions of the Company’s equity incentive plan and other applicable requirements and shall be accrued if such issuance is due prior to satisfaction of such requirements; 3. To approve the Vivakor, Inc. 2023 Equity and Incentive Plan (the “Plan”), which provides equity-based incentive awards, in a total of 40,000,000 authorized shares of the company’s common stock, to the Company’s and its subsidiaries’ employees, directors and consultants, thereby continuing to align the interests of such individuals with those of the stockholders; 4. To approve amendment to the Articles of Incorporation of the Company (the “Amendment to Articles”) with respect to the forum selection provisions; and 5. To approve the increase of the number of common shares the Company is authorized to issue to 200 million in the proposed Amendment to Articles. Each of these agenda items were approved by the holders of a majority of our common stock. Additional information regarding the agenda items can be found in our Schedule 14A Proxy Statement filed with the Commission on September 26, 2023. The exact result of our shareholder vote on the agenda items can be found in our Current Report on Form 8-K filed with the Commission on November 16, 2023. 28 ITEM 6. EXHIBITS Incorporated by Reference Filed or Furnished Exhibit No. Exhibit Description Form Date Number Herewith 4.1 Promissory Note with Al Dali International for Gen. Trading & Cont. Co. dated June 20, 2023 8-K 6/23/23 4.1 4.2 Stock Option Agreement with Al Dali International for Gen. Trading & Cont. Co. dated June 20, 2023 8-K 6/23/23 4.2 4.3 Form of Convertible Promissory Note with Third Party Investor dated July 6, 2023 10-Q 7/28/23 4.3 10.1 Executive Employment Agreement with Leslie D. Patterson 10-Q 7/28/23 10.1 10.2 Consulting Agreement with Matthew Nicosia 10-Q 7/28/23 10.2 10.3 Consulting Agreement with Trent Staggs 10-Q 7/28/23 10.3 10.4 Equipment Lease Agreement with Viva Wealth Fund, LLC dated June 26, 2023 10-Q 7/28/23 10.4 10.5 Schedule No. 2 to Master Agreement between Maxus Capital Group, LLC and White Claw Colorado City, LLC dated May 23, 2023 10-Q 7/28/23 10.5 31.1 Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed 31.2 Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed 32.1 Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Furnished** 32.2 Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Furnished** 101.INS Inline XBRL Instance Document Filed 101.SCH Inline XBRL Taxonomy Extension Schema Document Filed 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Filed 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Filed 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Filed 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed 104 Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101). ** These exhibits are being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K. 29 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/ James Ballengee James Ballengee Chief Executive Officer (Principal Executive Officer) Date: November 20, 2023 VIVAKOR, INC. By: /s/ Tyler Nelson Tyler Nelson Chief Financial Officer (Principal Financial and Accounting Officer) Date: November 20, 2023 30