What changed in this filing

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Item 5. Other Information

2024-05-20 compared with 2023-11-20 · 36 added, 37 removed, 17 unchanged (81% of the section changed)

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:

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”);

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;

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;

To approve amendment to the Articles of Incorporation of the Company (the “Amendment to Articles”) with respect to the forum selection provisions;

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.

Incorporated by

Exhibit Description

Promissory Note with Al Dali International for Gen.

Trading & Cont.

dated June 20, 2023

Stock Option Agreement with Al Dali International for Gen.

Trading & Cont.

dated June 20, 2023

Form of Convertible Promissory Note with Third Party Investor dated July 6, 2023

Executive Employment Agreement with Leslie D.

Consulting Agreement with Matthew Nicosia

Consulting Agreement with Trent Staggs

Equipment Lease Agreement with Viva Wealth Fund, LLC dated June 26, 2023

2 to Master Agreement between Maxus Capital Group, LLC and White Claw Colorado City, LLC dated May 23, 2023

In previous filings we reported the Paycheck Protection

Program (“PPP”) loans we obtained may be forgivable according to the CARES Act and that we had applied for forgiveness under

the CARES Act, and at the time we believed a substantial portion of the loans may not be forgiven.

The Company has now made the decision

not to continue to apply for forgiveness of the PPP loans and, as a result, we will be responsible for repaying the PPP loans in cash.

and Plan of Merger dated February 26, 2024 by and among Vivakor, Inc., Empire Energy Acquisition Corp., and Empire Diversified Energy,

Interest Purchase Agreement dated as of March 21, 2024, by and among the Registrant, Jorgan Development, LLC and JBAH Holdings LLC

re Endeavor Entities

of Amendment to Amended and Restated Articles of Incorporation, filed with the Secretary of State of the State of Nevada on January 5,

of Certificate of Designation-Series A Preferred Stock

Promissory Note dated February 5, 2024, in the principal amount of $3,000,000 issued to Cedarview Opportunities Master Fund

Vivakor, Inc.

2023 Equity and Incentive Plan

Loan and Security Agreement dated February 5, 2024, by and among Vivakor, Inc., as borrower, subsidiaries of Vivakor, Inc., as guarantors, the lenders party thereto, and Cedarview Opportunities Master Fund LP, as agent for the lenders

Pledge Agreement dated February 5, 2024, by and among Vivakor, Inc., each of Vivakor, Inc.’s subsidiaries party thereto and Cedarview Opportunities Master Fund LP, as agent for the lenders

Guaranty dated February 5, 2024, by and among subsidiaries of Vivakor, Inc.

and Cedarview Opportunities Master Fund LP

Security Agreement dated February 5, 2024, between Vivakor, Inc., and Cedarview Opportunities Master Fund LP

Form of Parent Voting and Support Agreement re Empire Merger Agreement

Form of Empire Voting and Support Agreement re Empire Merger Agreement

Form of Lock-Up Agreement re Empire Merger Agreement

Form of Escrow Agreement re Empire Merger Agreement

Form of Lockup Agreement re Endeavor MIPA

Net Working Capital Sample Calculation re Endeavor MIPA

Form of First Amended and Restated Master Netting Agreement re Endeavor MIPA

Convertible Promissory Note dated March 29, 2024 with Keke Mingo

Certification of Principal Executive Officer, pursuant to 18 U.S.C.

6 unchanged sentences

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

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.

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Page Interactive Data File (formatted in IXBRL, and included in exhibit 101).

contract or compensatory plan or arrangement.

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.

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.

3 unchanged sentences

Chief Executive Officer (Principal Executive Officer)

November 20, 2023

VIVAKOR, INC.

1 unchanged sentence

Chief Financial Officer (Principal Financial and Accounting Officer)

November 20, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information