What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2025-04-15 compared with 2024-04-17 · 336 added, 691 removed, 5 unchanged (100% of the section changed)

Vivakor, Inc.

is a socially responsible

operator, acquirer and developer of technologies and assets in the oil and gas industry, as well as related environmental solutions.

Currently, our efforts are primarily focused on operating crude oil gathering, storage and transportation facilities, as well as contaminated

soil remediation services.

One of our facilities sells crude oil in amounts up to 60,000 barrels per month under agreements with a large

energy company.

A different facility owns a 120,000 barrel crude oil storage tank near Colorado City, Texas.

The storage tank is presently

connected to the Lotus pipeline system, and we plan to further connect the tank to major pipeline systems.

Our soil remediation services

specialize in the remediation of soil and the extraction of hydrocarbons, such as oil, from properties contaminated by, or laden with,

heavy crude oil and other hydrocarbon-based substances.

Our patented process allows us to successfully recover the hydrocarbons which

we believe could then be used to produce asphaltic cement and/or other petroleum-based products.

and Security Agreement and Issuance of a Secured Promissory Note

February 5, 2024, we issued a secured promissory note (the “Note”) due as described below, to Cedarview Opportunities

Master Fund LP (the “Lender”), in the principal amount of $3,000,000 (the “Principal Amount”), in relation

to a Loan and Security Agreement by and between the Company, its subsidiaries, and the Lender (the “Agreement”).

Company will use the proceeds of the Note for general working capital purposes and to repay certain indebtedness.

The Company received

the funds on February 6, 2024, minus a 3% origination fee.

secure repayment of the Note, the Company issued the Lender a security interest in the assets of the Company and its subsidiaries.

The Company also issued an irrevocable letter to its transfer agent to reserve 3,000,000 shares of its common stock until the Note

If the Company defaults on the repayment of the Note, then the transfer agent will transfer the shares to the Lender

for the Lender to sell until the amounts due under the Note are repaid in full and return any remaining shares.

Company will repay the amounts due under the Note as follows:

first three months are interest only payments, which the Company

prepaid at Closing, and then twelve equal monthly installment payments of interest plus $250,000, which must be made on or before

May 5, 2025 (the Maturity Date).

Company paid a finder $70,000 in relation to obtaining the loan and issued the Lender 300,000 shares of its common stock, restricted

in accordance with Rule 144, as additional consideration for the loan.

summary is not a complete description of all of the terms of the Agreement and the Note and is qualified in its entirety by reference

to the full text of the Agreement and the Note, which are filed as Exhibit 10.45 hereto, which are

incorporated by reference into this 10-K.

Agreement with Empire

Merger Agreement

February 26, 2024 (the “Execution Date”), we (the “Parent”), entered into an Agreement and Plan of

Merger (the “Merger Agreement”) with Empire Energy Acquisition Corp., a Delaware corporation and wholly owned subsidiary

of the Parent (“Merger Sub”), and Empire Diversified Energy, Inc., a Delaware corporation (“Empire” and

collectively with the Parent and Merger Sub, the “Parties”).

Pursuant to the Merger Agreement, on the Closing Date,

subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into Empire (the “Merger”),

with Empire surviving the Merger as a wholly owned subsidiary of the Parent (the “Surviving Company”).

terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

a result of the Merger, at Closing, all shares of Empire’s common stock, par value $0.00001 per share (the “Empire

Common Stock”), on a fully diluted and as converted basis, shall be converted into and exchanged for the right to receive

an aggregate of 67,200,000 shares (the “Consideration Shares”) of the Parent’s common stock, par value $0.001

per share (the “Parent Common Stock”), valued at $1.00 per share of Parent Common Stock for an aggregate value equal

to $67,200,000.

Representations

and Warranties;

to the Merger Agreement, the Parties made customary representations and warranties for transactions of this type;

that the Parties agreed that each of the Parent and Empire shall deliver fully completed copies of their respective disclosure

schedules as soon as reasonably practicable, but in no event later than 14 days following the Execution Date.

Both Parties shall

have sixty (60) days from the Execution Date (the “Diligence Expiration Date”) to conduct due diligence review of the

other Party, giving rise to the termination right by either Party until the Diligence Expiration Date.

to the Merger Agreement, at the Closing, Empire is required to have a minimum of $2,500,000 of unrestricted net cash on its books

(“Net Minimum Cash”), which Net Minimum Cash shall be available to the Parent following the Closing.

Statement and Proxy

promptly as practicable following the date the Net Minimum Cash is obtained pursuant to the Merger Agreement, but in no event after

the later of the (i) 45 th day following the Execution Date and (ii) 10 th day following the date the Net Minimum

Cash is obtained, so long as the Parent has received all necessary information from Empire, the Parent shall file with the U.S.

Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “Registration Statement”)

relating to, among other things, the registration of the Consideration Shares issuable to the Empire Stockholders pursuant to the

Merger Agreement, including the Proxy Statement portion thereof relating, among other things, to the approval of the Proposals

(as defined below) to be voted on at the Parent Stockholders Meeting (as defined below).

Stockholders Meeting

promptly as practicable following the date on which the Registration Statement is declared effective by the SEC pursuant to the

Securities Act of 1933, as amended (the “Securities Act”), and after reasonable consultation with Empire, the Parent

shall establish the record date, and duly call, give notice of, convene and hold the a special meeting of the stockholders of the

Parent (the “Parent Stockholders Meeting”) in accordance with Nevada law (and in any event within 10 Business Days

after the date of effectiveness of the Registration Statement, unless otherwise required by applicable Laws).

At such Parent Stockholders

Meeting, the Parent’s board of directors (the “Board”) is to recommend that the Parent Stockholders approve and

adopt the following proposals (the “Proposals”):

(i) the Merger Agreement, the Merger, the Ancillary Agreements and

the Transactions;

(ii) for purposes of complying with Nasdaq listing Rule 5635(a), (b) and (d), the issuance of the Consideration

Shares to the Empire Stockholders as contemplated in the Merger Agreement;

(iii) the adjournment of such Parent Stockholders Meeting

as permitted by Section 5.08 of the Merger Agreement;

and (iv) any other proposal or proposals that the Parent reasonably

deems necessary or desirable to consummate the transactions contemplated by the Merger Agreement (collectively, the “Parent

Board Recommendations”).

of Directors and Officers

the Closing, (i) the number of members of the Board shall be fixed at seven, and (ii) the members of the Board shall be (A) James

Ballengee, who shall serve as Chairman, (B) three (3) members to be chosen by Empire, (C) two (2) members to be chosen by the Parent,

and (D) one (1) member to be chosen by both the Parent and Empire.

At least four (4) of the individuals identified in (B), (C),

and (D) shall qualify as independent directors under the rules of the Nasdaq Stock Market LLC (“Nasdaq”).

If any individual

identified in (B) of the foregoing clause (ii) is unable or unwilling to serve in such capacity, Empire may choose a successor

but not less than five (5) days in advance of the Closing or such earlier period as may be required by disclosure requirements

under applicable Law.

If any individual identified in (C) of the foregoing clause (ii) is unable or unwilling to serve in such

capacity, the Parent may choose a successor but not less than five days in advance of the Closing or such earlier period as may

be required by disclosure requirements under applicable Law.

and after the Effective Time, James Ballengee shall continue to serve as the Parent’s Chief Executive Officer until the earlier

of the Board’s appointment of a successor or Mr.

Ballengee’s death, resignation, termination or removal.

to Each Party’s Obligations to Consummate the Transactions

respective obligation of each Party to effect, or cause to be effected, the Transactions, including the Merger, is subject to the

satisfaction on or before the Closing Date of each of the following conditions, unless waived in writing by each of Parent and

(a) the Parent Board Recommendations have been approved by the required Parent Stockholders at the Parent Stockholders

(b) the Merger Agreement and the Merger shall have been duly adopted by the required Empire Stockholders;

Statement shall have become effective;

(d) the Parties shall have received all approvals with any Governmental Authority necessary

to consummate the Transactions, including, but not limited to, the expiration or termination of the waiting period under the HSR

Act, if applicable;

(e) there shall not have been enacted, promulgated or made effective after the Execution Date any Law or Orders

by a Governmental Authority of competent jurisdiction that enjoins or otherwise prohibits or makes illegal, or any Legal Action

by any Governmental Authority seeking to enjoin or prohibit or make illegal, consummation of the Transactions and there shall not

be in effect any injunction (whether temporary, preliminary or permanent) by any Governmental Authority of competent jurisdiction

that enjoins or otherwise prohibits consummation of the Transactions;

(f) the Parent shall have obtained a Fairness Opinion concluding

that the Merger and the related Transactions are fair to the Parent Stockholders from a financial point of view;

(g) the executed

Lock-Up Agreement has been delivered to the Parent;

(h) the Lock-Up Extension has been delivered to Empire;

and (i) all of the

Convertible Securities of Empire have been exercised, converted or exchanged for Empire Common Stock and the Parties shall have

mutually agreed as to the treatment of warrants exercisable for shares of Empire Common Stock (the “Empire Warrants”)

at Closing provided that if the Empire Warrants have been terminated or exercised into Empire Common Stock prior to the Closing,

this condition shall have been deemed satisfied.

to Obligations of the Parent

obligations of the Parent to effect, or cause to be effected, the Transactions, including the Merger, are subject to the satisfaction

on or before the Closing Date of the following conditions, unless waived in writing by the Parent (subject to certain qualifications

and exceptions as set forth in the Merger Agreement for each):

(A) the representations and warranties of Empire regarding the capitalization

of Empire shall be true and correct as of the Closing as though made on such date;

(B) the representations and warranties of Empire

set forth in Section 3.01 (Organization and Power), Section 3.04 (Corporate Authorizations), Section 3.06 (Capitalization)

(other than subsections (a), and (b) and (g)), and Section 3.24 (Brokers) shall be true and correct in all material respects

as of the Closing as though made on such date;

III shall be true and correct, in each case as of the Closing as though made on such date;

(D) each of the covenants of Empire

to be performed as of or prior to the Closing shall have materially been performed;

(E) there shall not have been a Company Material

Adverse Effect (as defined in the Merger Agreement);

(F) the Parent shall have received the Company Officer’s Certificate

(as defined in the Merger Agreement);

(G) Empire shall have the Net Cash Minimum on hand;

and (H) the Parent shall have received

each of the agreements, instruments and other document set forth in Section 1.11(b) of the Merger Agreement.

to Obligations of Empire

obligations of Empire to effect, or cause to be effected, the Transactions, including the Merger, are subject to the satisfaction

on or before the Closing Date of the following conditions, unless waived in writing by Empire (subject to certain qualifications

and exceptions as set forth in the Merger Agreement for each):

(A) the representations and warranties of the Parent regarding the

capitalization of the Parent shall be true and correct as of the Closing as though made on such date;

(B) the representations and

warranties of the Parent set forth in in Section 4.01 (Organization and Power), Section 4.04 (Corporate Authorizations),

Section 4.06 (Capitalization) (other than subsections (a) and (b) and (g)), Section 4.08 (Business Operations), Section 4.24

(Takeover Statutes), Section 5.22 (Opinion of Financial Advisor) and Section 4.28 (Brokers) shall be true and correct

in all material respects as of the Closing as though made on such date;

Parent contained in Article IV shall be true and correct, in each case as of the Closing as though made on such date;

of the covenants of the Parent to be performed as of or prior to the Closing shall have materially been performed;

(E) there shall

not have been a Parent Material Adverse Effect (as defined in the Merger Agreement);

(F) Empire shall have received the Parent

Officer’s Certificate (as defined in the Merger Agreement);

(G) the Parent Common Stock (i) shall be listed on Nasdaq and

(ii) shall not have been suspended, as of the Closing Date, by the SEC or Nasdaq from trading on Nasdaq nor shall (x) the Parent

have received any notice or communication from Nasdaq noting noncompliance with listing requirements or threatening suspension

or delisting of the Parent Common Stock or (y) the Parent fails to meet any of the continued listing requirements applicable to

it in order to be in compliance with all such listing and maintenance requirements;

(H) the transactions referenced in Section 6.03(f)

of the Merger Agreement have been consummated or terminated;

and (I) Empire shall have received each of the agreements, instruments,

and other documents set forth in Section 1.11(a) of the Merger Agreement.

Indemnification;

to Article VIII of the Merger Agreement, and subject to the limitations set forth therein from the date that is twelve (12) months

after the Closing, each Party agreed to indemnify and hold harmless the other party for any all Damages incurred or suffered as

a result of (a) any inaccuracy in or breach of any representation or warranty or in any certificate or instrument delivered pursuant

to the Merger Agreement and (b) any breach of any covenant or agreement of such Party as set forth in the Merger Agreement.

Section 8.04(a)

of the Merger Agreement (i) limits Empire’s ability to assert claims for Damages against the Parent unless and until the

aggregate amount of all such Damages exceeds $250,000 (the “Parent Threshold”) and (ii) caps Parent’s liability

for any indemnification payments at $500,000 (the “Parent Cap”).

Section 8.04(b)

of the Merger Agreement limits the Parent’s ability to assert claims for Damages against Empire unless and until the aggregate

amount of all such Damages exceeds $250,000 (the “Empire Threshold”).

Notwithstanding anything in the Merger Agreement

to the contrary, the Parent Threshold, the Parent Cap and the Empire Threshold shall not apply to Damages that arise from, relate

to or are accrued, suffered or incurred as a result of claims relating to fraud or intentional misrepresentation.

for claims relating to fraud or intentional misrepresentation, the sole remedy of the Parent under the Merger Agreement shall be

the Escrow Shares held pursuant to the Escrow Agreement (discussed below).

Merger Agreement may be terminated and the transactions therein may be abandoned:

(A) by mutual written consent of the Parties;

(B) by the Parent or Empire (i) within sixty (60) days from the Execution Date as a result of the terminating Party’s due

diligence review of the other Party, (ii) at any time before the Effective Time if the Closing has not occurred on or before the

date that is nine (9) months from the Execution Date (the “Termination Date”), (iii) at any time before the Effective

Time the Parent fails to obtain the vote required to pass the proposals presented at the Parent Stockholders Meeting, (iv) at any

time before the Effective Time if Empire fails to obtain the vote required to pass the proposals presented at the special meeting

of Empire’s stockholders as set forth in the Merger Agreement (the “Empire Stockholder Meeting”), or (v) at any

time before the Effective Time if any Law or Order is enacted, issued, promulgated or entered by a Governmental Authority of competent

jurisdiction (including Nasdaq) that permanently enjoins, or otherwise prohibits the consummation of the Transactions, and (in

the case of any Order) such Order has become final and non-appealable;

a Parent Adverse Recommendation Change (as defined in the Merger Agreement), (ii) if the Board recommends a Superior Proposal (as

defined in the Merger Agreement) to the Parent Stockholders or if a tender offer, exchange offer, or other transaction for any

outstanding shares of the Parent’s capital stock is commenced before obtaining the required vote at the Parent Stockholders

Meeting and if the Board fails to recommend against any such Superior Proposal within ten (10) Business Days after commencement;

(iii) if there is a material breach of Section 5.05 of the Merger Agreement, (iv) if the Parent or any of its subsidiaries

breach any of its representations, warranties, covenants or agreements in the Merger Agreement, subject to Parent’s ability

to cure such breach within the timeframe set forth in the Merger Agreement, (v) if the obligations in Section 6.01 and 6.02

of the Merger Agreement have been satisfied and the Parent has failed to fulfill its respective obligations and consummate the

Closing within three (3) Business Days following written notice that Empire is willing and able to consummate the Closing, (iv)

the Parent fails to pass the proposals at the Parent Stockholders Meeting by the Termination Date solely due to the action or inaction

of the Parent and such action or inaction constitutes a material breach of the Merger Agreement, or (vii) if Empire’s board

of directors approves termination and Empire has concurrently with such termination entered into a definitive agreement, arrangement

or understanding providing for the implementation of a Superior Proposal (Parent) (as defined in the Merger Agreement);

by the Parent if, among other things, (i) Empire breaches any of its representations, warranties, covenants or agreements contained

in the Merger Agreement, subject to Empire’s ability to cure such breach within the timeframe set forth in the Merger Agreement,

(ii) if the obligations in Section 6.01 and 6.02 of the Merger Agreement have been satisfied and Empire has failed to fulfill

its respective obligations and consummate the Closing within three (3) Business Days following written notice that Empire is willing

and able to consummate the Closing;

(iii) if Empire fails to pass the proposals presented at the Empire Stockholder Meeting by

the Termination Date, or (iv) if the Board approves termination and the Parent has concurrently with such termination entered into

a definitive agreement, arrangement or understanding providing for the implementation of a Superior Proposal (Parent) (as defined

in the Merger Agreement).

Agreements to Merger Agreement

and Support Agreements

30 days of the Execution Date, the Parent agreed to deliver the written agreement of certain directors and executive officers and

certain Parent Stockholders holding at least 51% of the voting power of Parent Common Stock (the “Relevant Parent Insiders”),

to enter into, in their capacity as stockholders, a voting and support agreement with the Parent, Empire and Merger Sub (the “Parent

Voting and Support Agreement”), pursuant to which such Relevant Parent Insiders agree to vote in favor of the adoption of

the Merger Agreement and the Transactions and to take (and refrain from taking) certain other actions in connection with the Transactions,

including the Merger, in each case, on the terms set forth in the Parent Voting and Support Agreement.

30 days of the Execution Date, Empire agreed to deliver the written agreement of certain directors, executive officers and certain

Empire Stockholders holding at least 51% of the voting power of shares of Empire Common Stock (the “Relevant Empire Insiders”),

to enter into, in their capacity as stockholders, a voting and support agreement with Empire, the Parent and Merger Sub (the “Empire

Voting and Support Agreement”), pursuant to which the Relevant Empire Insiders agree to vote in favor of the adoption of

the Merger Agreement and the Transactions and to take (and refrain from taking) certain other actions in connection with the Transactions,

including the Merger, in each case, on the terms set forth in the Empire Voting and Support Agreement.

a condition to the Parent’s obligations to consummate the Transactions, at Closing, one or more Empire Stockholders representing,

individually or collectively, such number of shares of Empire Common Stock that represent not less than 65% of the issued and outstanding

shares of Empire Common Stock, in the aggregate, on a fully diluted and as-converted basis, shall enter into a lock-up agreement

(the “Lock-Up Agreement”) whereby such Empire Stockholders agree to a lock-up of their respective Consideration Shares

for a period of 12 months following the Closing.

a condition to Empire’s obligations to consummate the Transactions, at or prior to Closing, the Parent shall cause the lock-up

period contained in the lock-up agreement dated August 1, 2022 by and between the Parent and JBAH Holdings, LLC to be amended

or extended to February 1, 2025 (the “Lock-Up Extension”).

Agreement and Escrow Shares

Parties agreed to enter into an Escrow Agreement (the “Escrow Agreement”), pursuant to which certain of the Empire

Stockholders (the “Indemnifying Empire Stockholders”) are to deposit with the Escrow Agent, at Closing, an aggregate

of 5,040,000 Consideration Shares otherwise issuable to such Indemnifying Empire Stockholders (the “Escrow Shares”)

as security for the obligations of the Parent, its members, shareholders, partners, managers, directors, officers, employees and

agents, and its and their respective Affiliates (including, after the Closing, the Surviving Company), successors and permitted

assigns (each, an “Indemnified Acquiror” and together, the “Indemnified Acquirors”).

The Escrow Agreement

shall become effective on the Closing Date and terminate on the 12-month anniversary thereof (the “Escrow Termination Date”).

On the Escrow Termination Date, any Escrow Shares not previously released or distributed to cover the obligations of the Indemnified

Acquirors as set forth in the Merger Agreement shall be released to the Indemnifying Empire Stockholders.

foregoing descriptions of the Merger Agreement, the Parent Voting and Support Agreement, the Empire Voting and Support Agreement,

the Lock-Up Agreement and the Escrow Agreement do not purport to be complete and are qualified their entirety by reference to the

Merger Agreement, the form of Parent Voting and Support Agreement, the form of Empire Voting and Support Agreement, the form of

Lock-Up Agreement and the form of Escrow Agreement attached to our Current Report on Form 8-K as Exhibits 2.1, 10.1, 10.2, 10.3

and 10.4, respectively, filed with the Commission on March 1, 2024.

December 5, 2023, the Company received a loan from an individual lender in the principal amount of one million dollars

($1,000,000) (the “Loan”) and, in connection therewith, the Company and agreed to issue 100,000

restricted shares of the Company’s common stock.

The Loan bears interest at the rate of 10% per annum, matures on

December 31, 2024, has been personally guaranteed by James Ballengee, the Company’s Chief Executive Officer.

is not a related party or affiliate of the Company.

foregoing is only a brief description of the material terms of and does not purport to be a complete description of the rights

and obligations of the parties to the agreements in connection with the Loan (the “Agreements”), and such description

is qualified in its entirety by reference to the full text of the Agreements, which are attached hereto as Exhibits 10.56 and 10.57.

Operations and Resulting Financial Impact

Oil Gathering, Storage and Transportation

subsidiaries, WCCC and SFD, are engaged in the crude oil gathering, storage and transportation industry.

operates a crude oil gathering, storage, and transportation facility located on approximately 9.3 acres near Delhi, Louisiana.

Under existing agreements, a subsidiary of a large NYSE-traded energy company (the “Purchaser”) is obligated to purchase

crude oil from SFD in amounts up to 60,000 barrels per month.

With prior approval, SFD is eligible to sell to the Purchaser amounts

greater than 60,000 barrels of crude oil per month.

Additionally, for a period of 10 years, SFD is, under existing crude oil supply

agreements with WC Crude, guaranteed a minimum gross margin of $5.00 per barrel on all quantities of crude oil sold thereunder.

At present, SFD is gathering and selling approximately 1,400 to 2,000 barrels of crude oil on a daily basis.

The facility has a

daily capacity to gather and sell approximately 4,000 barrels of crude oil.

For the year ended December 31, 2023, we recognized

$59,123,647 in revenue from SFD’s operations.

operates a 120,000 barrel crude oil storage tank, in the heart of the Permian Basin, located near Colorado City, Texas.

tank is presently connected to the Lotus pipeline system and the Company intends to further connect the tank to major pipeline

Under the terms of an existing agreement, WC Crude has agreed to lease the oil storage tank for a period of 10 years.

For the year ended December 31, 2023, we recognized $1,801,606 in revenue from WCCC’s operations.

Processing Centers and Wash Plant

presently have one project at which we plan to utilize our first two manufactured RPCs, which is our project in Kuwait.

initial RPC machine (owned by VivaVentures Royalty I, LLC) was redeployed to a new phase of the project for Kuwait Oil Company

(KOC) in partnership with Aldali Trading Company (DIC) for the Kuwait Environmental Remediation Project (KERP), which is a multi-billion

dollar project funded by the United Nations (UN) to clean up the oil that was spilled during the Gulf Wars and still polluting

DIC was a subcontractor chosen by Enshaat Al-Sayer General Trading and Contracting Co.

WLL (“Enshaat”),

the contractor chosen by KOC for the KERP, to do certain soil remediation and clean up for the KERP.

This RPC machine also was

used for trials to show the effectiveness of the RPC technology.

The polluted material contained as little as 7% oil by weight

and as much as 18% oil by weight.

All trials were overseen by Enshaat, the main contractor with KOC for the project, DIC and KOC

In all of the trials, the RPC successfully reduced the oil content in the soil to as little as 0.02% which led to us receiving

a Category A approval.

It is our understanding that we are the only technology that has been able to process soil with 18% oil

to under 1% oil (we were at 0.02% oil) and receive a Category A certification.

of these results, we were able to borrow USD $1.9 million from our partners in Kuwait to move the Remediation Processing Center that

was located in Vernal, Utah (RPC II) to Kuwait so that both machines may work on a new phase of the project in Kuwait.

arrived in Kuwait, and we are currently working on completing the civil work necessary for us to reconstruct RPC II on the site in

We are looking forward to showcasing the RPC technology to KOC management and beginning to meet our assignments within the

region, once the RPCs are fully installed and operational.

Under our agreement with DIC, the KOC project pays us $20 per ton and we

are expecting the RPC’s to process as much as 40 tons per hour based on the volume of feedstock supplied.

Pursuant to the

agreement with DIC, we would have a stockpile of at least 444,311 tons with at least 5% oil contamination for us to remediate.

Overall, we believe that the KERP project contains as much as 26 million tons of contaminated material.

We plan to maximize the RPC

technology with partners and capital from the Middle East for the purpose of creating a low-risk revenue and profit stream for the

With the successful trials, and the movement of RPCII to Kuwait, we believe the first steps have been accomplished in this

the fourth quarter of 2023, Enshaat notified us that it terminated its subcontract with DIC for the soil remediation and cleanup

work for the KERP and that it desired to contract directly with us for the work on the project along the same terms as we were

working under with DIC.

Although DIC disputes that Enshaat had the authority to terminate the subcontract between Enshaat and DIC,

we are planning to move forward with Enshaat directly for remediation services on the KERP.

On May 23, 2023, our subsidiary White

Claw Colorado City, LLC (“WCCC”), supplemented an existing Master Agreement (the “Master Agreement”) with Maxus

Capital Group, LLC (“Maxus”), under a two year agreement, which Maxus agreed to finance the build-out of our new facility

located on the land leased by our subsidiary, VivaVentures Remediation Corp., in Houston, Texas.

Maxus has funded the entire amount it

agreed to pay, approximately $2.2 million, to finance the build-out of the Houston location, which was done in the form of a finance

lease for the wash plant.

We will lease the wash plant facility financed by Maxus under WCCC’s supplement to the Master Agreement.

During the construction phase of this agreement, the Company controls the asset with construction costs funded by Maxus.

has been manufactured and we are planning on deploying it at our new wash plant facility that is currently being constructed in the Houston,

Oil Gathering, Storage and Transportation

are presently seeking additional acquisition or development opportunities within the traditional midstream oil and gas sector which

are complementary to our existing facilities which provide us with an opportunity to capture more of the energy value chain.

Processing Centers

April 2022, we contracted with an industrial solutions service company as independent contractor to assist us in our operations

in the Gulf Coast Region, including Texas, Louisiana, Arkansas, Oklahoma, and New Mexico.

As noted above, in conjunction with our

contractor, we secured a site location to mobilize, commission, and operate the Company’s RPC technology, which is anticipated

to be on the land lease we entered into in December 2022 for approximately 3.5 acres of land in Houston, Texas (commonly known

as The San Jacinto River & Rail Park).

The Land Lease is for an initial term of 126 months and may be extended for an additional

Our contractor is acquiring the required state and local permits, which are prerequisites to us being able to deliver

and set up a RPC we had manufactured in 2022 and 2023.

After the RPC is set up and tested in Houston, Texas we intend to contract

with the independent contractor to assist us in operating the RPC and to supply us with a workforce to do so.

United Nations (UN) had allocated up to $14.7 billion for post-Iraq war reparations in order to clean up Kuwait.

Kuwait suffered

extensive contamination as a result of the 1991 Persian Gulf War.

a result of successfully testing our technology on the contaminated material in Kuwait, including reducing the amount of contaminated

material in Kuwait from 20% hydrocarbon contamination to just 0.2% hydrocarbon contamination, based on third party independent

testing performed by ALS Arabia in March 2020, we were engaged by a subcontractor, DIC, which is approved by KOC for the Kuwait

Environmental Remediation Program (“KERP”) project.

KERP project is anticipated to involve approximately 26 million cubic meters of contaminated oil sands requiring remediation.

expect that as much as 20% of the contaminated soil will contain more than 5% hydrocarbon contamination.

Our agreement with DIC

is for clean-up of a portion of the KERP project.

oil recovered from these projects in Kuwait is considered a sovereign asset, so the ability to reclaim this asset also creates

a social value for the country.

In order to remediate all of the contaminated sand exhibiting greater than 7% contamination in

the timeframe required by the UN, we anticipate obtaining further agreements through KOC to expand its service contract over the

next several years.

December 14, 2021, we, together with our subsidiary, Vivaventures Energy Group, Inc., entered into a Services Agreement (the

“Services Agreement”) with Al Dali International Co., a company organized under the laws of Kuwait (“DIC”).

The Government of Kuwait and the United Nations, acting through the Kuwait Oil Company (“KOC”) has awarded to Enshaat

Al Sayer rights to remediate contaminated soil under the Kuwait Remediation Program pursuant to the South Kuwait Excavation, Transportation

and Remediation Project (“KOC Remediation Contract”).

To fulfill its role, Enshaat Al Sayer engaged the Company, through

the Company’s agreement with DIC, to perform contaminated soil treatment for the KOC Remediation Contract using the Company’s

patented technology for extracting hydrocarbons, through the Company’s Remediation Processing Center (“RPC”)

are due to receive $50,000 upon the successful remediation of the first 100 tons ($500 per ton) of contaminated soil under its

subcontractor services for the KOC Remediation Contract.

In addition, we are due to receive $20 per treated ton of soil after the

initial 100 tons.

The treatment process using the RPC plants is anticipated to generate a bitumen sub-product.

The Company and

DIC agreed to sell this sub-product and share the net profits equally (50% to the Company and 50% to DIC), after allocating 30%

of the net profits to DIC in the form of a sales and marketing payment, which will be invoiced on a monthly basis, in accordance

with the Agreement.

Pursuant to our Agreement with DIC, we will have a stockpile of at least 444,311 tons with at least 5% oil

contamination for us to remediate.

to a new phase of the project under the Agreement, on or about February 28, 2023, our pilot plant ran test runs on contaminated

soil, which showed the pilot RPC successfully reduced the oil content in the soil to as little as 0.02%.

Due to these results,

we were able to borrow $1.9 million USD from our partners in Kuwait to move the Remediation Processing Center that was located

in Vernal, Utah (RPC II) to Kuwait so that both machines may work on a new phase of the project in Kuwait.

RPC II has arrived in

Kuwait and we are currently working on completing the civil work necessary for us to reconstruct RPC II on the site in Kuwait.

We are looking forward to showcasing the RPC technology to KOC management and beginning to meet our assignments within the region,

once the RPCs are fully installed and operational.

the fourth quarter of 2023, Enshaat notified us that it terminated its subcontract with DIC for the soil remediation and cleanup

work for the KERP and that it desired to contract directly with us for the work on the project along the same terms as we were

working under with DIC.

Although DIC disputes that Enshaat had the authority to terminate the subcontract between Enshaat and DIC,

we are planning to move forward with Enshaat directly for remediation services on the KERP.

own and/or license a number of technologies that allow us to effectively operate our remediation and recovery business along with

other technologies that provide synergies with our core business.

The description of these various technologies follows.

Extraction Technology

2015, we acquired and improved technology aimed at remediating contaminated soil and recovering usable hydrocarbons, which is used

in our remediation plants (also known as Remediation Processing Centers or RPCs).

We presently have two US patents and pending

foreign applications related to our RPCs.

Our RPCs each have the potential to clean a minimum of 20 tons of contaminated material

per hour, depending on the oil contamination percentage in the processed material.

Each RPC has the capacity to process 500 tons

or more of contaminated material per day on a 24-hour operation.

The amount of extracted hydrocarbon recovered depends on the extent

to which the material is contaminated.

We estimate that for every 480 tons of contaminated material processed per day that contains

at least 10% oil, we will recover approximately 250 barrels of extracted hydrocarbons.

believe our RPCs are significantly more advanced than other oil remediation technologies or offerings presently available on the

Our RPCs have successfully cleaned contaminated soil containing greater than 7% hydrocarbon content, while, to our knowledge,

our competitors are limited to projects containing less than 5% hydrocarbon contamination.

We believe our ability to clean soil

with higher percentages of hydrocarbon contamination is a distinctive advantage that will allow us to operate on a global basis

in any location that has suffered from oil spills or naturally occurring oil sands deposits.

and Machine Learning

RPC systems we build are automated and controlled by software enabling us to maximize efficiencies.

We believe that these automations

may ultimately allow us to operate the RPCs twenty-four hours a day, resulting in continuous feed capabilities that will allow

us to manage our systems remotely world-wide.

Each RPC unit is designed with a focus on automation to achieve our Key Performance

Indicators (KPIs).

We have deployed data analytics and machine learning, to enable operations to be predictive, reduce risk, improve

safety, and reduce costs.

Upgrading Technologies

have acquired a license described below that will enable us to upgrade the hydrocarbons recovered from our remediation process.

This process has been proven in laboratory tests, but we have not yet performed this upgrading in a commercial setting.

2017, we acquired from CSS Nanotech an exclusive license to use their nano-sponge technology for $2,416,572 in Series C Preferred

Stock, which has since converted to common stock.

The technology essentially serves as a micro-upgrader, transforming hydrocarbon

product into a more useful product, such as petroleum or gasoline, as an addition to our hydrocarbon extraction technology.

inventor of this technology subsequently joined us as our Chief Scientific Officer.

This patented technology allows for hydrocarbon

material to be absorbed by a specialized sponge.

Low energy microwaves are then introduced into the process and the sponge, which

is made of a highly thermally conductive material, absorbs this energy causing an instant thermal effect, which essentially refines

the crude by cutting or cracking the carbon chains.

We intend to add this system to our process of upgrading the heavy crude recovered

believe that this technology has the ability to upgrade the heavy crude that is recovered from our recovery and remediation process

based on our needs and demand, and we intend to fully integrate this technology into our process.

Strengths and Growth Strategy

two primary growth strategies for our crude oil gathering, storage and transportation services is to attempt to acquire additional

barrels of oil for our services, and to seek to acquire businesses that have operations that are synergistic with our current operations.

our remediation services, we are focused on the remediation of contaminated soil and water resulting from either man-made spills

or naturally occurring deposits of oil.

Historically, our primary focus has been the remediation of oil spills resulting from the

Iraqi invasion of Kuwait and naturally occurring oil sands deposits in the Uinta basin located in Eastern Utah.

However, we plan

to expand into other markets where we believe our technology and services will provide a distinct competitive advantage over our

that end, in April 2022, we contracted with an industrial solutions service company as independent contractor to assist us

in placing a RPC in the Houston, Texas market for the purpose of processing hydrocarbon tank bottoms.

Additionally,

in the future we intend to focus on placing additional RPCs in the Gulf Coast Region, including Texas, Louisiana, Arkansas, as

well as in Oklahoma, and New Mexico.

In order to place RPCs at these locations we will need to secure the necessary financing and

manufacture additional RPCs, as well as contract with the site locations in order to install the RPCs.

addition to our growth strategies set forth above, we are also focused on growth through the acquisition of synergistic businesses

and are regularly reviewing potential acquisition targets.

believe the following strengths provide us with a distinct competitive advantage and will enable us to effectively compete on a

global basis:

patented technology;

Environmental

and highly skilled management, Board of Directors and Advisory Board.

Patented Technology

total, we, together with our subsidiaries, have intellectual property that is in the form of both proprietary knowledge and patents.

Our patent portfolio consists of four issued U.S.

patents, and several pending patent applications internationally.

we have licensed from our partners the right to use additional patented technologies.

believe, based on direct and ongoing conversations with our customers and third-party independent test results, that our technology

is the only commercially available technology that can not only clean soil that contains greater than 7% hydrocarbon, but also

preserves the hydrocarbons extracted from such soil for future use.

We believe that this provides us with a true competitive advantage.

main technology has been tested and validated for all of its claims by separate, independent expert firms both in the United States

and the Middle East, whose reports confirm that we have reclamation technology, which has been tested and reviewed, that possesses

the ability to clean soil with more than 7% hydrocarbon contamination and still leave the recovered hydrocarbons in a usable state.

Environmental

our key corporate objectives is to be at the forefront of social responsibility for its technological impact.

We strive for all

of our systems to ultimately become closed loop systems, to minimize adverse impacts on air quality and reduce the need for use

of clean water.

Our ability to turn waste into value is in line with this core objective.

Our remediation projects in Kuwait are

expected to reduce emissions from vaporization of the oil spilled in the soil.

The ability to clean produced water from oil production

can eliminate the need for evaporation ponds, improving air quality and saving on the use of clean water.

believe our technology and service offerings will position us well to conduct our business in any geographical region in which

soil or water has been contaminated by hydrocarbons.

and Highly Skilled Management, Board of Directors and Advisory Board

management team has started and successfully grown numerous companies and has utilized this experience to develop a strategic vision

for the Company.

We have demonstrated the effectiveness of our technologies in Kuwait, accomplishing the clean-up of contaminated

Board of Directors is comprised of accomplished professionals who bring decades of experience to the Company.

Our Board of Directors

includes our Chief Executive Officer, who brings more than two decades of experience in midstream oil and gas senior management

roles, our Chief Financial Officer, who is a CPA and previously worked at Deloitte LLP (USA) and later at KSJG, LLP (later acquired

by Withum+Brown, PC), where he worked with clients with assets of more than $100 billion and annual revenues of more than $15 billion,

a director with over 35 years of experience in Board of Directors, CEO and Senior Management positions in a variety of industries

including technology services, telecommunications, healthcare, and business process outsourcing, and a director who brings over

25 years of experience in operations and senior management in the midstream and downstream sectors of the oil and gas industry.

addition, we have an Advisory Board comprised of former senior members of oil and gas companies, both in the United States and

in the Middle East.

Our Advisory Board is led by one member who is an accomplished business professional and a member of a royal

family based in the Middle East and another member who is an experienced health and safety expert operating in the oil and gas

rely on our Board of Directors and Advisory Board to provide it with both high level advice and guidance along with using their

contacts to help open various markets.

Additionally, the Advisory Board acts as a preliminary informal sounding board for the Board

and management for these particular areas in which the Advisory Board members have expertise.

We believe the combination of our

management team, Board of Directors and Advisory Board provides us with a significant competitive advantage over our competitors due

to their breadth of experiences and relationships.

Oil Gathering, Storage and Transportation

plan to grow our crude oil gathering, storage and transportation business by pursuing the following strategies:

the number of barrels of oil gathered, stored, and transported pursuant to our existing long-term contracts;

of wash plant facilities for oil transportation trucks to gather, store and transport reclaimed oil from these facilities;

of additional gathering, storage, and transportation assets or companies;

development or acquisition of complementary midstream oil and gas companies or projects.

operates a 120,000 barrel crude oil storage tank, in the heart of the Permian Basin, located near Colorado City, Texas.

to further connect the tank to major pipeline systems.

operates a crude oil gathering, storage, and transportation facility, which is presently gathering and selling approximately 1,400

to 2,000 barrels of crude oil on a daily basis.

Item 1 - Business

We operate in two main business segments:

(i) transportation logistics services and (ii) terminaling and storage facility products and services related to oil and gas production.

Our transportation and facilities services primarily consist of trucking crude oil and produced water and transportation and terminaling services of crude oil via the Omega Gathering Pipeline.

Our trucking services are centered in the Permian and Eagle Ford Basins, which are the most active regions for oil and natural gas exploration and development in the United States.

1 On average, each new oil well in the Permian Basin produces approximately 1,300 barrels of crude oil or more per day.

2 Those same wells produce approximately 10,000 barrels or more of produced water per day 3 , historically considered a waste product.

We utilize one of the largest combined oil and produced water trucking fleet in the United States to transport those products to a fully-integrated network of facilities where we blend various grades of crude oil grades of crude oil, and reuse or dispose of produced water.

Access to immediate, flexible, scalable transportation is a vital component of oil and natural gas exploration and development, as is the efficient takeaway, treatment, reuse, and/or disposal of commodities associated with oil and gas production.

Transportation and terminaling of crude oil is also conducted utilizing our Omega Gathering Pipeline, which is an approximately forty-five (45) mile integrated crude oil gathering and pipeline in Blaine County, Oklahoma, in the heart of the STACK play.

The line is tied into the Cushing, Oklahoma storage hub via the Plains STACK Pipeline.

We also own and operate fifteen (15) crude oil pipeline injection truck stations, primarily centered in the Permian Basin.

Our terminaling and storage product and services primary consist of two operational major crude oil terminaling facilities.

One is located in Colorado City, Texas, and the other facility is located in Delhi, Louisiana.

Both facilities are located at the junction of several major interstate pipelines, receive various grades of crude oil from our customers, and their operations should give our marketing division a key competitive advantage in sales of resulting blends in critical markets once that business is developed.

These crude oil terminals are industrial facilities that serve as hubs for the storage, handling and distribution of crude oil and petroleum products.

In addition to our two operating business segments, we plan to perform remediation services utilizing our remediation processing centers (“RPCs”) at some point in the future.

We are currently constructing a full-capacity RPC at the San Jacinto River & Rail Park in Harris County, Texas.

Once complete, we anticipate the strategically located facility to be capable of processing oilfield solid wastes into economic byproducts such as condensate, propane, and butane.

This RPC will feature an adjacent, complimentary truck wash facility from which we expect to derive additional revenue.

Last year we moved our other full-capacity RPC to Kuwait, where we are currently in negotiations with the Kuwaiti Oil Company to potentially use the RPC to clean sands contaminated with oil, primarily from oil wells destroyed during the Persian Gulf War.

Our website is www.vivakor.com .

Principal Services

Our Transportation Assets

Through the Endeavor Entities (as defined herein), we own and operate a combined fleet of more than 500 commercial tractors and trailers for the hauling of crude oil and produced water.

On a daily basis, our trucking fleet hauls approximately 50,000 barrels of crude oil, tank bottoms, and petroleum wastes, and approximately 31,000 barrels of produced water.

In addition, we own and operate a crude oil pipeline and exclusive connected blending and processing facility in Blaine County, Oklahoma.

Our oilfield trucking fleet is one of the largest in America, and though we are predominantly located in the Permian and Eagle Ford Basins, we have a presence in most major oil-producing basins.

We principally operate in locales with significant petroleum reserves and continuous drilling activity undertaken by high-quality, well-capitalized producers, such as Marathon Oil Company, ConocoPhillips, Phillips 66, BP, Civitas, and others.

Our customers consist of a mix of major producers, petroleum marketers, and refiners.

We have strategically organized our transportation business around “anchor” station and terminal assets, and utilize multiple entities with federal motor carrier licenses, governmental certificates and approvals to haul hazardous and non-hazardous oilfield commodities, dealership licenses, captive insurance, and fixed-fee maintenance & repair contracts to capture economics generally unavailable to our smaller peers.

https://www.resilience.org/stories/2024-07-03/the-status-of-u-s-oil-production-2024-update-everything-shines-by-dimming

https://www.eia.gov/petroleum/drilling/

https://www.aogr.com/magazine/frac-facts/permian-embraces-produced-water-recycling

In addition to crude oil hauling, we own and operate one of the largest produced water trucking fleets in America.

Produced water naturally exists in underground formations and is brought to the surface during crude oil and natural gas production throughout the entire life of an oil or natural gas well.

When a well is initially brought online, vast quantities of produced water must be reliably transported away in order for these wells to remain in production.

The takeaway, recycling, and disposal of produced water require both integrated, flexible logistics and access to disposal wells where volumes of water can be injected and sequestered or facilities where it can be treated and sold for beneficial reuse.

In order to more efficiently manage our respective businesses, we, together with Pilot Water Solutions, LLC (“ Pilot ”), an affiliate of Berkshire Hathaway-backed portfolio company Pilot Travel Centers LLC, entered into an agreement establishing an Area of Mutual Interest within twenty-five (25) miles of certain of Pilot’s saltwater disposal wells (“ SWDs ”).

In connection therewith, we mutually solicit and work with producers to transport and dispose of produced water at Pilot’s SWDs.

This arrangement not only provides “anchor assets” around which our produced water fleet may more reliably obtain freight from premier producers, which we expect to result in additional produced water freight volumes in the Permian and Eagle Ford Basins, but also additional transportation freight revenue for us derived from other Pilot relationships.

In 2024, the Endeavor Entities hauled approximately 4.64 million barrels of produced water to Pilot’s SWDs for our shared customers with Pilot.

We also own the Omega Gathering Pipeline, which is an approximately forty (45) mile integrated crude oil gathering and pipeline in Blaine County, Oklahoma, in the heart of the STACK play.

The STACK play is tied into the Cushing, Oklahoma storage hub via the Plains STACK Pipeline.

The asset principally derives revenue on a fee basis for transportation and terminaling services, and, among other customers, is underpinned by two key agreements:

(a) ten (10) year Gathering and Dedication Agreement with Validus Energy II Midcon, LLC, which exclusively dedicates crude oil production across more than 36,000 acres in the STACK play to the Omega Gathering Pipeline, and (b) a ten (10) year Station Throughput Agreement with White Claw Crude, LLC (“WC Crude”) for a minimum volume commitment of 100,000 barrels of crude oil per month.

WC Crude is controlled by James Ballengee, our Chief Executive Officer.

Our trucking fleet also hauls approximately 1,000 barrels per day into stations located on the Omega Gathering Pipeline originated by our own marketing division and our customers, including White Claw Crude.

In addition, we have a marketing business in the early stages of developing its business.

The marketing business has an experienced crude marketing manager and once the business develops we believe it will bolster trucking volumes and help us manage seasonal swings in the trucking business and larger basin-centric drilling trends.

Our Facilities

We own and operate fifteen (15) crude oil pipeline injection truck stations, the majority of which are centered in the Permian Basin.

In addition, we have two operational major crude oil terminaling facilities.

One is located in Colorado City, Texas, and is underpinned by an Oil Storage Agreement with WC Crude, who shares a beneficiary, James Ballengee (our Chief Executive Officer), with Jorgan and JBAH.

Under this agreement, WC Crude has the right, subject to the payment of service and maintenance fees, to store volumes of crude oil and other liquid hydrocarbons at a certain crude oil terminal operated by our subsidiary, White Claw Colorado City, LLC (“WCCC”).

WC Crude is required to pay $150,000 per month even if the storage space is not used.

The agreement expires on December 31, 2031.

We received tank storage revenue of approximately $1,800,000 for the years ended December 31, 2024 and 2023, respectively.

The other facility is located in Delhi, Louisiana.

This facility has an amended Crude Petroleum Supply Agreement with WC Crude (the “Supply Agreement”), under which WC Crude supplies volumes of crude petroleum to our subsidiary, Silver Fuels Delhi, LLC, a Louisiana limited liability company (“SFD”), which provides for the delivery to SFD a minimum of 1,000 sourced barrels per day, and includes a guarantee that when SFD resells these barrels, if SFD does not make at least a $5.00 per barrel margin on the oil purchased from WC Crude, then WC Crude will pay to SFD the difference between the sales price and $5.00 per barrel.

In the event that SFD makes more than $5.00 per barrel, SFD will pay WC Crude a profit-sharing payment in the amount equal to 10% of the excess price over $5.00 per barrel, which amount will be multiplied by the number of barrels associated with the sale.

The Supply Agreement expires on December 31, 2031.

For years ended December 31, 2024 and 2023, we have made crude oil purchases from WC Crude of $41,777,857 and $36,740,922, respectively.

In addition, SFD entered into a sales agreement on April 1, 2022 with WC Crude to sell a natural gas liquid (NGL) product to WC Crude.

SFD sells the NGL stream at a profit to WC Crude.

We produced and sold natural gas liquids to WC Crude in the amount of $10,790,417 and $11,268,005 for the years ended December 31, 2024 and 2023, respectively.

All of our facilities principally obtain volumes from our own trucking fleet or from customer pipelines.

At our Colorado City, Texas facility, we are currently constructing a new pipeline connecting to a major intrastate transmission pipeline, which will allow us to blend and market economic barrels (cheaper produced/sourced barrels compared to local competing barrels) to new markets, and which we expect will provide incremental revenue.

In addition, we are currently constructing a RPC, strategically located at the San Jacinto River & Rail Park in Harris County, Texas.

Once complete, we expect the facility to be capable of processing oilfield solid wastes into economic byproducts such as condensate, propane and butane.

The RPC features an adjacent, complimentary truck wash facility from which we expect to derive additional revenue.

We expect the RPC and wash plant to commence operations in the fourth quarter of 2025.

Our Commodities Marketing Business

Our petroleum marketing division principally trades petroleum commodities, including crude oil, natural gas liquids, and related hydrocarbons, around our facilities and utilizing our transportation assets.

Marketing activities help us bolster operations, diversify revenue streams, and manage market risk at our facilities, and complement our transportation assets by maximizing utilization and taking advantage of economies of scale.

Our marketing division, Vivakor Supply & Trading, was organized in August 2024 and benefits from certain credit-related contracts with WC Crude, as well as WC Crude’s network of relationships in the midstream industry.

Our Remediation Processing Centers and Wash Plant

Houston, Texas

On May 23, 2023, our subsidiary White Claw Colorado City, LLC (“WCCC”), supplemented an existing Master Agreement (the “Master Agreement”) with Maxus Capital Group, LLC (“Maxus”), under a two year agreement, which Maxus agreed to finance the build-out of a new facility to be located on the land leased by our subsidiary, VivaVentures Remediation Corp., in Houston, Texas.

Maxus has funded the entire amount it agreed to pay, approximately $2.2 million, plus additional funding of $2.1 million to finance the build-out of the Houston location, which was done in the form of a finance lease for the wash plant.

The Company has contributed $2.7 million to the construction of the facility.

We will lease the wash plant facility from Maxus under WCCC’s supplement to the Master Agreement.

During the construction phase of this agreement, we control the asset with construction costs funded by Maxus.

A third RPC has been manufactured and we are planning on deploying it at this new wash plant facility.

We anticipate we will begin trial operations at the Houston facility around the fourth quarter of 2025.

We will need to raise additional funds in order to complete the buildout of the Houston facility.

We presently plan to utilize our first two manufactured RPCs in Kuwait.

We are currently negotiating with the Kuwait Oil Company (KOC) to potentially perform soil remediation services using our RPCs for the Kuwait Environmental Remediation Project (KERP), which is a multi-billion dollar project funded by the United Nations (UN) to clean up the oil that was spilled during the Gulf Wars and still polluting the desert.

Our smaller-capacity RPC conducted trials in Kuwait to show the effectiveness of the RPC technology.

The polluted material contained as little as 7% oil by weight and as much as 18% oil by weight.

All trials were overseen by Enshaat Al Sayer (Enshaat), the main contractor with KOC for the project, Al Dali International for Gen.

Trading & Cont.

(“DIC”) and KOC itself.

In all of the trials, the RPC successfully reduced the oil content in the soil to as little as 0.02% which led to us receiving a Category A approval.

It is our understanding that we are the only technology that has been able to process soil with 18% oil to under 1% oil (we were at 0.02% oil) and receive a Category A certification.

We do not know if we will be successful in entering into an agreement with KOC to perform soil remediation services on the KERP, and if we are, when those services would begin.

During 2023, we entered into an agreement to move our Vernal RPC to Kuwait to commence scaled up remediation services, as the Vernal plant was not producing product toward its off-take agreement, which further delayed our anticipated operations.

Furthermore, in the fourth quarter of 2023, Enshaat (the original contractor chosen for the remediation of certain cleanup for the Kuwait Environmental Remediation Project (KERP) notified us that it terminated its subcontract with DIC, which effectively terminated DIC’s prior contract with us.

We continue to negotiate the terms for an agreement directly with Kuwait Oil Company for the remediation services on the KERP.

At December 31, 2024, we evaluated these events and determined that our inability to obtain a new agreement with Enshaat or Kuwait Oil Company to work on the KERP in 2024 was a trigger event requiring analysis for potential impairment.

While we believe we will enter into an agreement with Kuwait Oil Company at some point, we cannot ensure an agreement will be executed and, therefore, have assessed an impairment loss of the assets related to our Kuwait RPCs of $7,047,179 for the year ended December 31, 2024.

Additionally, we assessed the impact of the impairment loss, including the impact on our ancillary agreements.

Ancillary to our prospective Kuwait RPC operations, we had an exclusive license agreement for the development and use of a nanosponge technology and have assessed an impairment loss of the nanosponge license of $1,530,496 for the year ended December 31, 2024.

Market Opportunity

Transportation logistics Services

On October 1, 2024, as part of the Endeavor Entities acquisition, we acquired several special purpose entities operating as an integrated trucking fleet providing crude oil and produced water transportation logistics services.

The fleet is anchored by key customers in the Permian and Eagle Ford basins, including a take-or-pay contract with WC Crude.

We are presently seeking additional acquisition or development opportunities within the traditional midstream oil and gas sector which are complementary to our existing facilities which provide us with an opportunity to capture more of the energy value chain.

Specifically, we are looking for trucking fleet and/or pipeline injection and storage acquisitions that would allow us to grow market share by controlling more in-basing transportation and pipeline assets with term commitments from marketers and producers.

Facilities Services

Colorado City

In April 2022, we purchased a special purpose entity that owns and operates a crude oil terminaling facility in Colorado City, Texas, at the junction of two major interstate pipelines outbound from the Permian Basin to key markets in Cushing, Oklahoma and Houston, Texas.

The facility provides crude oil blending, processing, remediation, storage, and transportation logistics services and is anchored by a long-term take-or-pay contract with WC Crude.

In April 2022, we purchased a special purpose entity that owns and operates a crude oil terminaling facility in Delhi, Louisiana, Texas, which is supported by long-term marketing contracts with Denbury Onshore, LLC, a subsidiary of ExxonMobil Oil Corporation, and WC Crude.

The facility provides crude oil blending, processing, remediation, storage, and transportation service and is connected to Denbury facilities via pipeline.

We secured a site location to mobilize, commission, and operate the Company’s RPC technology, which is anticipated to be on the land lease we entered into in December 2022 for approximately 3.5 acres of land in Houston, Texas (commonly known as The San Jacinto River & Rail Park).

The Land Lease is for an initial term of 126 months and may be extended for an additional 120 months.

We are in the process of obtaining the required state and local permits, which are prerequisites to us being able to commence quality control testing with our RPC.

After the RPC is set up and tested in Houston, Texas we intend to begin trial operations, currently planned for the fourth quarter of 2025.

As noted above, we are currently negotiating with the Kuwait Oil Company (KOC) to potentially perform soil remediation services using our RPCs in Kuwait for the Kuwait Environmental Remediation Project (KERP).

The United Nations (UN) had allocated up to $14.7 billion for post-Iraq war reparations in order to clean up Kuwait.

Kuwait suffered extensive contamination as a result of the 1991 Persian Gulf War.

The oil recovered from these projects in Kuwait is considered a sovereign asset, so the ability to reclaim this asset also creates a social value for the country.

Due to the timeline outlined by the U.N.

to remediate all of the contaminated sand exhibiting greater than 7% contamination, we are hopeful we can arrange further agreements through KOC to utilize our technology in Kuwait.

Truck Stations

On October 1, 2024, as part of the Endeavor Entities acquisition, we acquired a network of fifteen (15) truck-to-pipeline injection stations located on key interstate pipelines to major crude oil markets, principally in the Permian Basin.

These stations are strategically located near core production areas and provide crude oil blending, processing, remediation, and pipeline injection services.

They are connected to key interstate and intrastate pipelines serving Cushing, Oklahoma, Houston, Texas, and other markets.

Our Technologies

Our transportation, terminaling and storage operations are not reliant on unique technologies.

We do own and/or license a number of technologies that we believe will allow us to effectively operate our remediation and recovery business if we get the RPCs into operations.

These technologies include:

patents and pending foreign applications related to remediating contaminated soil and recovering usable hydrocarbons, (ii) automation software enabling us to maximize efficiencies in our RPCs by ultimately allow us to remotely operate the RPCs twenty-four hours a day from anywhere around the world, and (iii) a license that will enable us to upgrade the hydrocarbons recovered from our remediation process.

Since we were anticipating testing this license with our RPCs in Kuwait the licenses have been fully impaired on our financial statements for the year ended December 31, 2024 since we fully-impaired our RPCs in Kuwait on our financial statements for that period.

Competitive Strengths

Transportation and Facilities

We offer our customers a streamlined commercial process and fully-flexible last-minute logistics through agreements that provide immediate revenue and establish long-term relationships.

Our customers actively seek to enter into agreements to use our trucking and facility resources because of our strategic locations, key remediation and reuse abilities, and locations in the core of the Permian and Eagle Ford Basins.

Consequently, we believe that we are well situated to receive favorable terms from our customers.

Additionally, as our customers conduct development activities they install additional infrastructure, such as solids processing and water reuse infrastructure.

This additional infrastructure provides the opportunity for us to attract additional customers who can take advantage of that infrastructure to pursue new commercial opportunities that drive increased use of our trucking fleet and facilities and generate incremental revenue for us.

Our customers use our trucking and terminal resources in a variety of ways, including for:

The transportation of petroleum and waste commodities, including tank bottoms and produced water;

The blending, processing, and remediation of crude oils, tank bottoms, and waste products to more economic grades accepted by the market;

The transportation, disposal, and beneficial reuse of produced water;

General resource management, including scavenging, recovering, and making economic volumes of waste products used by the foregoing.

Our transportation and facilities revenue is primarily generated from recurring transportation freight, long-term facilities contracts, and marketing activities around the same assets from customers who use and rely upon our assets and facilities to operate their own businesses.

Additionally, the contracts underlying our fee-based revenue streams generally include inflation escalators and, when combined with our relatively low operating and capital expenditure requirements, position us to generate the opportunity for superior free cash flow growth over time relative to other inflation-exposed businesses that incur significant operating costs and capital expenditures.

Our management team also provides us with a competitive edge as it has a more than seventy combined years of executive experience in the energy industry, with a proven history of value creation.

Notably, our management team has grown the Endeavor Entities into one of the largest crude oil and produced water midstream flexible logistics companies in the United States.

Growth Strategies

Transportation and Facilities

Our principal business objective is maximizing risk-adjusted total return to our shareholders by growing free cash flow.

We intend to pursue the following business and growth strategies to achieve this objective.

Actively manage our trucking fleet to grow existing revenue stream and drive new activity while minimizing capital expenditures.

Since we acquired our Colorado City, Texas and Delhi, Louisiana facilities in August 2022, we have grown our contracted revenue base while investing minimal capital in such facilities, resulting in an increase in revenue.

Although we have made considerable progress in increasing our revenue, we believe that our facilities remain underutilized and underdeveloped, with significant opportunities for growth from marketed volumes and third-parties.

We target opportunities that make the most efficient use of our assets, utilize an integrated approach to trucking and facilities, resulting in interconnected revenue streams.

Accordingly, we are in frequent communication with existing and potential customers with respect to creating new, and enhancing existing, revenue streams from our assets.

We seek to provide a holistic solution and expect to require our customers, when possible, to use our transportation and facility assets to meet their needs for petroleum and produced water transportation and handling, marketing of petroleum commodities, the sale of remediated or reusable commodities.

Maintain and deepen integration between our crude oil facilities, trucking fleet, and marketing business.

A key goal of our marketing division is to maximize facility and transportation asset usage to take advantage of economies of scale and asset integration.

Our trucking fleet delivers volumes principally to our own facilities or those of our partners, such as Pilot, which has a stabilizing effect on our revenues while driving down per barrel costs.

Increase Connectivity and Production at SFD and WCCC Facilities.

We plan to grow our crude oil gathering, storage and transportation business by pursuing the following strategies:

Increasing the number of barrels of oil gathered, stored, and transported pursuant to our existing long-term contracts;

Construction of wash plant facilities for oil transportation trucks to gather, store and transport reclaimed oil from these facilities;

Acquisition of additional gathering, storage, and transportation assets or companies;

The development or acquisition of complementary midstream oil and gas companies or projects.

WCCC operates a 120,000 barrel crude oil storage tank, in the heart of the Permian Basin, located near Colorado City, Texas.

We intend to further connect the tank to major pipeline systems.

SFD operates a crude oil gathering, storage, and transportation facility, which is presently gathering and selling approximately 1,400 to 2,000 barrels of crude oil on a daily basis.

We plan to increase operations at the SFD facility.

This facility has the capacity

to gather and sell up to 4,000 barrels of crude oil per day.

April 2022, we contracted with an industrial solutions service company as an independent contractor to assist us in constructing

an oil truck wash and remediation facility to be used in conjunction with operating a RPC in Houston, Texas for the purpose of

processing hydrocarbon tank bottoms from the wash plant operations.

Once the oil truck wash and remediation facility is completed

it will allow us to charge tipping fees for our service to take in tank bottoms for our plant to remediate.

Our independent contractor

is working to secure feed stock contractors through their industry relationships.

Processing Centers

will strive to grow our RPC business by pursuing the following strategies:

into new and complementary markets;

our Remediation Project in Kuwait;

of revenue via new service and product offerings;

acquisitions and licenses targeting complementary technologies.

into New and Complementary Markets

intend to explore expansion opportunities on a global basis, including in places with extreme contamination and naturally occurring

oil sands deposits, where we believe our technology and service offerings may provide a distinct competitive advantage.

currently in discussions with several groups for deploying our RPCs for remediation projects (primarily for oil spills, tank bottom

sludge and drill cuttings) domestically in Corpus Christ, TX, Midland, TX Cushing OK, Lake Charles, LA.

Our technology is able

to process tank bottom sludge, drill cuttings, and soils form hydrocarbon spills, returning the sand to less than 0.5% contamination

while reclaiming the oil for waste energy use.

In furtherance of that strategy, as noted above, in April 2022, we contracted

with an industrial solutions service company as independent contractor to assist us in placing a RPC in the Houston, Texas market

where we have leased property (the San Jacinto River & Rail Park) for the purpose of processing hydrocarbon tank bottoms.

our contractor has acquired the required state and local permits, which are prerequisites to us being able to deliver and set up

a RPC on the site, and after the RPC is set up and tested, we intend to contract with the independent contractor to provide us

with the workforce to begin operating the plant.

Once the oil truck wash and remediation facility is completed it will allow us

to charge tipping fees for our service to take in tank bottoms for our plant to remediate.

Our independent contractor is working

to secure feed stock contractors through their industry relationships.

Additionally,

in the future we intend to focus on placing additional RPCs in the Gulf Coast Region, including Texas, Louisiana, Arkansas, as

well as in Oklahoma, and New Mexico.

In order to place RPCs at these locations we will need to secure the necessary financing and

manufacture additional RPCs, as well as contract with the site locations in order to install the RPCs.

our Remediation Project in Kuwait

RPC technology was successfully used in our initial project for KOC in Kuwait, where we removed hydrocarbons from soil with more

than 7% contamination and, following the process, the hydrocarbon contamination level of the soil was reduced to as little as 0.02%,

which was lower than the level needed to meet the project specifications.

There is still approximately 26 million cubic meters

of soil contaminated by oil from the Iraqi invasion of Kuwait.

Pursuant to our Services Agreement with DIC, we will receive $50,000

for the successful remediation of the first 100 tons ($500 per ton) under its subcontractor services for the KOC Remediation Contract.

In addition, we will receive $20 per treated ton of soil after the initial 100 tons.

The treatment process using the RPC plants

is anticipated to generate a bitumen sub-product.

We have agreed with DIC to sell this sub-product and share the net profits equally

(50% to us and 50% to DIC), after allocating 30% of the net profits to DIC in the form of a sales and marketing payment, which

will be invoiced on a monthly basis, in accordance with the Agreement.

Pursuant to the Agreement, we will have a stockpile of at

least 444,311 tons with at least 5% oil contamination for us to remediate.

Other technologies may also be used for the less contaminated

the fourth quarter of 2023, Enshaat notified us that it terminated its subcontract with DIC for the soil remediation and cleanup

work for the KERP and that it desired to contract directly with us for the work on the project along the same terms as we were

working under with DIC.

Although DIC disputes that Enshaat had the authority to terminate the subcontract between Enshaat and DIC,

we are planning to move forward with Enshaat directly for remediation services on the KERP.

of Revenue via New Service and Product Offerings

date, we have focused on the remediation of soil contaminated by oil.

We intend to target other hydrocarbon remediation businesses

that focus on, among other things, the cleaning of tank bottom sludge, and the cleaning of the water used from drilling oil wells.

Oil producers generally pay to dispose of sludge that has accumulated at the bottom of storage tanks.

We believe that our technologies

could be used to separate the contaminated water from heavy crude produced from drilling, while simultaneously recovering the heavy

We believe we will be able to offer these services at a cost that is very competitive with current methods and that our

ability to recover the heavy crude for resale will give us a competitive advantage.

We are currently in early stage discussions

relating to some of these remediation projects.

Historically,

as part of our strategy to find and invest in technologies that might develop synergies with our existing businesses, we have invested

in other companies and/or entities.

Not all of our investments to date have developed into complementary technologies and/or businesses,

but with our management’s assistance, many of them have still become successful and accretive to our Company’s value.

This facility has the capacity to gather and sell up to 4,000 barrels of crude oil per day.

Other Holdings

Historically, as part of our strategy to find and invest in technologies that might develop synergies with our existing businesses, we have invested in other companies and/or entities.

Not all of our investments to date have developed into complementary technologies and/or businesses, but with our management’s assistance, many of them have still become successful and accretive to our Company’s value.

Over time, we intend to divest our ownership of companies that are not synergistic with our business.

currently hold 826,376,882 (approximately 17.5% of the outstanding common) shares of Scepter Holdings, Inc.

Scepter Holdings

We currently hold 826,376,882 (approximately 13.8% of the outstanding common) shares of Scepter Holdings, Inc.

(OTC Markets:

a company that manages the sales and development of consumer-packaged goods.

Our holdings of 826,376,882 common shares have a market

value of approximately $495,826 as of April 3, 2024.

BRZL), a company that manages the sales and development of consumer-packaged goods.

Our holdings of 826,376,882 common shares have a market value of approximately $1,983,305 as of April 7, 2025.

Future Products;

Research and Acquisition

intend to identify, develop or acquire products and/or services with a primary focus on the petroleum, mining and minerals, and

alternative energy industries.

Our general approach is to select products or services that are at or near commercial viability,

or that we believe can be substantially developed for commercialization.

We then negotiate agreements to either acquire or to provide

secured loan financing to these companies to complete their development, testing and product launches in exchange for control of,

or a significant ownership interest in, the products or companies.

Company was originally organized on November 1, 2006 as a limited liability company in the State of Nevada as Genecular Holdings,

The Company’s name was changed to NGI Holdings, LLC on November 3, 2006.

On April 30, 2008, the Company was

converted to a Nevada corporation and changed its name to Vivakor, Inc.

pursuant to Articles of Conversion filed with the Nevada

Secretary of State.

We have the following direct and indirect wholly-owned active subsidiaries:

Silver Fuels Delhi, LLC, a Louisiana limited liability company, White Claw Colorado City, LLC, a Texas limited liability company, RPC

Design and Manufacturing LLC (“RDM”), a Utah limited liability company, Vivaventures Remediation Corp., a Texas corporation,

Vivaventures Management Company, Inc., a Nevada corporation, Vivaventures Oil Sands, Inc., a Utah corporation.

We have a 99.95% ownership

interest in Vivaventures Energy Group, Inc., a Nevada Corporation;

We intend to identify, develop or acquire products and/or services with a primary focus on the petroleum, mining and minerals, and alternative energy industries.

Our general approach is to select products or services that are at or near commercial viability, or that we believe can be substantially developed for commercialization.

We then negotiate agreements to either acquire or to provide secured loan financing to these companies to complete their development, testing and product launches in exchange for control of, or a significant ownership interest in, the products or companies.

We were originally organized on November 1, 2006 as a limited liability company in the State of Nevada as Genecular Holdings, LLC.

The name was changed to NGI Holdings, LLC on November 3, 2006.

On April 30, 2008, we converted to a Nevada corporation and changed our name to Vivakor, Inc.

pursuant to Articles of Conversion filed with the Nevada Secretary of State.

On August 1, 2022, we acquired all of the issued and outstanding membership interests in each of Silver Fuels Delhi, LLC, a Louisiana limited liability company (“SFD”), White Claw Colorado City, LLC, a Texas limited liability company (“WCCC”) (the “Membership Interests”), making SFD and WCCC wholly-owned subsidiaries.

The purchase price for the Membership Interests was approximately $32.9 million, after post-closing adjustments, and was paid to the Sellers in a combination of 3,009,552 shares of our common stock, par value $0.001 per share valued at an aggregate of $4,287,655, secured three-year promissory notes in the aggregate principal amount of $28,664,284, and the assumption of certain liabilities of SFD and WCCC.

The sellers are beneficially owned by our now chairman, chief executive officer and principal shareholder, James Ballengee.

On October 1, 2024, we acquired all of the issued and outstanding membership interests in Endeavor Crude, LLC, a Texas limited liability company, Equipment Transport, LLC, a Pennsylvania limited liability company, Meridian Equipment Leasing, LLC, a Texas limited liability company, and Silver Fuels Processing, LLC, a Texas limited liability company (collectively with their subsidiaries, the “Endeavor Entities”), making those entities wholly-owned subsidiaries.

The final purchase price is $116.3 million (the “Purchase Price”), after post-closing adjustments, including assumed debt and a performance adjustment, payable in a combination of our common stock, $0.001 par value per share (“Common Stock”) and shares of our Series A Preferred Stock $0.001 par value per share (“Preferred Stock”).

The Preferred Stock has the payment of a cumulative six percent (6%) annual dividend per share payable quarterly in arrears in shares of Common Stock (so long as such issuances of Common Stock would not result in the Sellers beneficially owning great than 49.99% of the issued and outstanding Common Stock), and the Company having the right to convert the Preferred Stock at any time using the stated value of $1,000 per share of Preferred Stock and the conversion price of one dollar ($1) per share of Common Stock.

The sellers are beneficially owned by James Ballengee, our chairman, chief executive officer and principal shareholder.

To date we have issued the sellers 6,724,291 shares of our common stock and 107,789 shares of our Series A Preferred Stock

We have the following direct and indirect wholly-owned or majority-owned active subsidiaries:

Endeavor Crude, LLC, a Texas limited liability company (since October 1, 2024), and Silver Fuels Processing, LLC, a Texas limited liability company (since October 1, 2024), Meridian Equipment Leasing, LLC, a Texas limited liability company (since October 1, 2024), which owns CPE Gathering Midcon, LLC, a Delaware limited liability company, Equipment Transport, LLC, a Pennsylvania limited liability company (since October 1, 2024), which owns ET EmployeeCo, LLC, a Pennsylvania limited liability company, Silver Fuels Delhi, LLC, a Louisiana limited liability company, White Claw Colorado City, LLC, a Texas limited liability company, Vivaventures Remediation Corp., a Texas corporation, Vivaventures Management Company, Inc., a Nevada corporation, Vivaventures Oil Sands, Inc., a Utah corporation, Vivakor Supply & Trading, LLC, a Texas limited liability company, Vivakor Administration, LLC, a Texas limited liability company, Vivakor Midstream, LLC, a Texas limited liability company, Vivakor Operating, LLC, a Texas limited liability company, Vivakor Transportation, LLC, a Texas limited liability company, and VM Facilities, LLC, a Texas limited liability company.

We have a 99.95% ownership interest in VivaVentures Energy Group, Inc., a Nevada Corporation;

the 0.05% minority interest in VivaVentures Energy Group, Inc.

by a private investor unaffiliated with the Company.

We also have an approximate 49% ownership interest in Vivakor Middle East Limited

Liability Company, a Qatar limited liability company.

Affecting our Business

business is subject to federal, state and local laws, regulations and policies, including laws regulating the removal of natural

resources from the ground and the discharge of materials into the environment.

These regulations mandate, among other things, the

maintenance of air and water quality standards and land reclamation.

They also set forth limitations on the generation, transportation,

storage and disposal of solid and hazardous waste.

Exploration and exploitation activities are also subject to federal, state and

local laws and regulations which seek to maintain health and safety standards by regulating the design and use of exploration methods

and equipment.

Environmental and other legal standards imposed by federal, state or local authorities are constantly evolving,

and typically in a manner which will require stricter standards and enforcement, and increased fines and penalties for noncompliance.

Such changes may prevent us from conducting planned activities or increase our costs of doing so, which would have material adverse

effects on our business.

Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess

of those anticipated, thus causing an adverse effect on us.

Additionally, we may be subject to liability for pollution or other

environmental damages that we may not be able to or elect not to insure against due to prohibitive premium costs and other reasons.

Unknown environmental hazards may exist on our mining claims, or we may acquire properties in the future that have unknown environmental

issues caused by previous owners or operators, or that may have occurred naturally.

to comply with applicable federal, state, local or foreign laws or regulations could subject our company to enforcement action,

including product seizures, recalls, withdrawal of marketing clearances and civil and criminal penalties, any one or more of which

could have a material adverse effect on our company’s businesses.

We believe that our company is in substantial compliance

with such governmental regulations.

However, federal, state, local and foreign laws and regulations regarding the manufacture and

sale of medical devices are subject to future changes.

There can be no assurance that such changes would not have a material adverse

effect on our company.

own four issued US patents and two pending international PCT patent application covering our propriety technology, specifically:

Patent 7,282,167 for methods for producing nano-scale particles by vaporizing raw material and then cooling the vaporized

raw material using a cooling gas, granted October 16, 2007 and expiring July 23, 2025;

Patent 9,272,920 for methods for producing ammonia by mixing a first catalyst including a millimeter-sized, granular, ferrous

material and a promoter and a second catalyst including discrete nano-sized ferrous catalyst particles that comprise a metallic

core with an oxide shell and then reacting hydrogen and nitrogen in the presence of the mixture, granted March 1, 2016

and expiring November 7, 2028;

Patent 10,913,903 for SYSTEM AND METHOD FOR USING A FLASH EVAPORATOR TO SEPARATE BITUMEN AND HYDROCARBON CONDENSATE granted

February 9, 2021 and expiring August 28, 2039;

Patent 7,282,167 for US Patent 10,947,456 for SYSTEMS FOR THE EXTRACTION OF BITUMEN FROM OIL SAND MATERIAL granted on March 16,

2021 to expire on December 3, 2038;

Kuwait application KW/P/2020/000111 relating to systems and processes for extracting bitumen from oil sands material which

employ a centrifuge and a flash evaporator, pending Kuwait application KW/P/2021/00060 and pending Saudi Arabia patent application

521421341, both relating to systems and processes for recycling condensate that is used to extract bitumen from oil sands

material by employing a flash distillation drum and a throttle valve that causes the pressure of a mixture of bitumen and

condensate to drop as the mixture is sprayed into the flash distillation drum to thereby vaporize the condensate to separate

the condensate from the bitumen.

of the date of this Annual Report on 10-K, we have 5 full-time employees, consisting of our CEO, CFO, and additional administrative

and direct operations personnel, as well as numerous independent contractors.

None of these employees are represented by a labor

union or subject to a collective bargaining agreement.

We have never experienced a work stoppage and our management believes that

our relations with employees are satisfactory.

own approximately 9 acres of land near Delhi, Louisiana where we operate a crude oil gathering, storage, and transportation facility.

currently lease executive office space in Lehi, Utah, Las Vegas, Nevada, Houston, Texas, Dallas, Texas, and Laguna Hills,

The Company also leases warehouses in Las Vegas, Nevada and Houston, Texas, and have paid to be

on a land site in Houston, Texas.

We believe these facilities are in good condition but that we may need to expand

our leased space and warehouses as business increases.

time to time, we may become involved in various legal actions that arise in the normal course of business.

We are not currently

involved in any material disputes and do not have any material litigation matters pending.

is held by a private investor unaffiliated with us.

We also have an approximate 49% ownership interest in Vivakor Middle East Limited Liability Company, a Qatar limited liability company.

Vivakor manages and consolidates RPC Design and Manufacturing LLC, which includes a non-controlling interest investment from VivaOpportunity Fund, LLC, which is also managed by VivaVentures Management Company, Inc.

Regulations Affecting our Business

Our business is subject to federal, state and local laws, regulations and policies, including laws regulating the removal of natural resources from the ground and the discharge of materials into the environment.

These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation.

They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste.

Exploration and exploitation activities are also subject to federal, state and local laws and regulations which seek to maintain health and safety standards by regulating the design and use of exploration methods and equipment.

Environmental and other legal standards imposed by federal, state or local authorities are constantly evolving, and typically in a manner which will require stricter standards and enforcement, and increased fines and penalties for noncompliance.

Such changes may prevent us from conducting planned activities or increase our costs of doing so, which would have material adverse effects on our business.

Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus causing an adverse effect on us.

Additionally, we may be subject to liability for pollution or other environmental damages that we may not be able to or elect not to insure against due to prohibitive premium costs and other reasons.

Unknown environmental hazards may exist at our facilities, or we may acquire properties in the future that have unknown environmental issues caused by previous owners or operators, or that may have occurred naturally.

We are subject to actions taken by the federal or state governments, such as executive orders, tariffs on imported goods and commodities, or new or expanded regulations, that may impact future energy production in the U.S.

Our business and revenues are also sensitive to changes in laws and regulations (or the interpretation thereof) related to hydraulic fracturing, accessing water, disposing of wastewater, transferring produced water, interstate brackish water transfer, carbon pricing, pipeline construction, taxation or emissions, leasing, permitting or drilling and various other environmental matters.

These actions may affect the price or and demand for the transportation, facility, and marketing services we offer.

Likewise, any acceleration of the domestic and/or international transition to a low-carbon economy as a result of the Inflation Reduction Act, Pub.

117-169, or due to other law, may impact the price of and demand for our services.

Failure to comply with applicable federal, state, local or foreign laws or regulations could subject our company to enforcement action, including product seizures, recalls, withdrawal of marketing clearances and civil and criminal penalties, any one or more of which could have a material adverse effect on our company’s businesses.

We believe that our company is in substantial compliance with such governmental regulations.

Intellectual Property

We own four issued US patents and two pending international PCT patent application covering our propriety technology, specifically:

US Patent 7,282,167 for methods for producing nano-scale particles by vaporizing raw material and then cooling the vaporized raw material using a cooling gas, granted October 16, 2007 and expiring July 23, 2025;

US Patent 9,272,920 for methods for producing ammonia by mixing a first catalyst including a millimeter-sized, granular, ferrous material and a promoter and a second catalyst including discrete nano-sized ferrous catalyst particles that comprise a metallic core with an oxide shell and then reacting hydrogen and nitrogen in the presence of the mixture, granted March 1, 2016 and expiring November 7, 2028;

US Patent 10,913,903 for SYSTEM AND METHOD FOR USING A FLASH EVAPORATOR TO SEPARATE BITUMEN AND HYDROCARBON CONDENSATE granted February 9, 2021 and expiring August 28, 2039;

US Patent 7,282,167 for US Patent 10,947,456 for SYSTEMS FOR THE EXTRACTION OF BITUMEN FROM OIL SAND MATERIAL granted on March 16, 2021 to expire on December 3, 2038;

Pending Kuwait application KW/P/2020/000111 relating to systems and processes for extracting bitumen from oil sands material which employ a centrifuge and a flash evaporator, pending Kuwait application KW/P/2021/00060 and pending Saudi Arabia patent application 521421341, both relating to systems and processes for recycling condensate that is used to extract bitumen from oil sands material by employing a flash distillation drum and a throttle valve that causes the pressure of a mixture of bitumen and condensate to drop as the mixture is sprayed into the flash distillation drum to thereby vaporize the condensate to separate the condensate from the bitumen.

As of the date of this Prospectus, we have approximately 150 employees, consisting of our CEO, CFO, COO, General Counsel, several division presidents and vice-presidents, approximately 60 non-drivers/administrative staff, and over 80 truck drivers, as well as numerous independent contractors.

None of these employees are represented by a labor union or subject to a collective bargaining agreement.

We have never experienced a work stoppage and our management believes that our relations with employees are satisfactory.

We currently lease executive office space in Houston, Texas, Dallas, Texas, and Laguna Hills, California.

Through our subsidiaries we own (i) approximately 60 acres of land in Frio, Texas, which has an office warehouse facility and yard related to our trucking operations, and (ii) approximately 25 acres of land in Blaine, Oklahoma, related to our crude oil pipeline and exclusive connected blending and processing facility.

We also own and operate fifteen (15) crude oil pipeline injection truck stations, located in Texas, New Mexico and North Dakota, as well as two operational major crude oil gathering, storage and transportation facilities located in Colorado City, Texas, and Delhi, Louisiana.

We believe these facilities are in good condition but that we may need to expand our leased space and warehouses as business increases.

On December 16, 2022, our subsidiary, VivaVentures Remediation Corp.

entered into a Land Lease Agreement (the “Land Lease”) with W&P Development Corporation, under which we agreed to lease approximately 3.5 acres of land in Houston, Texas.

The Land Lease is for an initial term of 126 months and may be extended for an additional 120 months at our discretion.

Our monthly rent is $0 for the first three months and then at month 4 it is approximately $7,000 (based on a 50% reduction) and increases to approximately $13,000 in month 7 and then increases annually up to approximately $16,000 per month by the end of the initial term.

We plan to place one or more of our RPC machines on the property, as well as store certain equipment.

On October 1, 2024, the Company acquired a lease agreement for land, building, yard and improvements in Monohans, Texas related to operating a trucking yard and shop.

Commencing on May 1, 2021, the five-year lease terminates on April 30, 2026.

On October 1, 2024, the Company acquired multiple lease agreements for 10 acres of land, building, yard and improvements in Reeves County, Texas related to operating a trucking yard and shop.

Commencing on January 1, 2024, seventeen-month lease terminates on May 31, 2025.

We were originally organized on November 1, 2006 as a limited liability company in the State of Nevada as Genecular Holdings, LLC.

The name was changed to NGI Holdings, LLC on November 3, 2006.

On April 30, 2008, we converted to a Nevada corporation and changed our name to Vivakor, Inc.

pursuant to Articles of Conversion filed with the Nevada Secretary of State.

The sellers are beneficially owned by our now chairman, chief executive officer and principal shareholder, James Ballengee.

The purchase price is $116.3 million (the “Purchase Price”), after post-closing adjustments, including assumed debt and a performance adjustment, payable in a combination of our common stock, $0.001 par value per share (“Common Stock”) and shares of our Series A Preferred Stock $0.001 par value per share (“Preferred Stock”).

The sellers are beneficially owned by James Ballengee, our chairman, chief executive officer and principal shareholder.

To date we have issued the sellers 6,724,291 shares of our common stock and 107,789 shares of our Series A Preferred Stock The consolidated financial statements of the Endeavor Entities for the nine months ended September 30, 2024 and for the years ended December 31, 2023 and 2022 are attached hereto as Exhibits 99.1 and 99.2.

On February 11, 2025, in order to assist our management in managing our new, combined business operations, we entered into a Consulting Agreement with WSGS, LLC, which has extensive experience in assisting public companies in the energy sector.

Under the terms of the Consulting Agreement, we will pay the consultant up to $1.3 million per year, payable in registered shares of our common stock.

The Consulting Agreement is for an initial term of one year, with the option for a second year.

The principal of WSGS, LLC is also a former officer and director of Empire Diversified Energy, Inc., a Delaware corporation, that Client entered into an Agreement and Plan of Merger (the “Merger Agreement”) with on February 26, 2024, but has not closed, and E-Starts Money Co., a Delaware corporation, which is an investor in our common stock.

We have the following direct and indirect wholly-owned or majority-owned active subsidiaries:

We have a 99.95% ownership interest in VivaVentures Energy Group, Inc., a Nevada Corporation;

the 0.05% minority interest in VivaVentures Energy Group, Inc.

is held by a private investor unaffiliated with us.

We also have an approximate 49% ownership interest in Vivakor Middle East Limited Liability Company, a Qatar limited liability company.

Legal Proceedings

Vivakor, Inc., et al., Case No.

2023CUB014131 (Sup.

Ventura Cty., Cal.—Sept.

18, 2023)— Plaintiff asserts claims for breach of contract for Defendant’s failure to pay Plaintiff for financial technology services.

Plaintiff seeks $28,000 in damages, and 173,972 shares of the Company’s common stock for liquidated damages through the date of the Complaint, with further liquidated damages continuing to accrue.

Defendant disputes Plaintiff’s claims on grounds that the services were not rendered in accordance with the contract, and that Plaintiff terminated the contract.

The Defendant did not timely file an Answer and the Plaintiff moved for a default judgment.

Defendant intends to vigorously defend Plaintiff’s claims.

Defendant has not reserved anything for this dispute.

Julie Ridenhour Tonroy, as the Personal Representative of the Estate of John Ridenhour, Deceased, v.

Endeavor Crude, LLC, et al., Case No.

CJ-2024-40, Blaine Cty.

Ct., Okla.—Sept.

24, 2024)— Plaintiff asserts claims of negligence, respondent superior, and wrongful death of decedent related to a motor vehicle accident involving a driver for Endeavor Crude, LLC while operating motor vehicle equipment owned or leased by Meridian Equipment Leasing, LLC, both subsidiaries of the Company, and presently seeks damages in excess of $1,000,000.

The case is set for trial in September 2025.

Defendants have not reserved anything for this dispute.

Miguel Angel Munoz, et al., v.

Endeavor Crude, LLC, et al.

D-101-CV-2023-02491 (1st Dist.

Ct., Santa Fe Cty., New Mex.—Oct.

11, 2023)—Plaintiff suffered injuries in connection with a motor vehicle accident involving Plaintiff and an Endeavor Crude, LLC (“ EC ”) driver and tractor-trailer.

Plaintiff alleges negligence, respondeat superior , negligent entrustment, hiring, retention, supervision and training, and is presently seeking damages in excess of $2,000,000.

Defendant is vigorously contesting the case and has not reserved anything for this dispute.

Defendant believes certain costs for the defense and prospective liability are covered by applicable insurance policies.

Misty Kitson, Blaine County Assessor v.

Meridian Equipment Leasing, LLC , Case No.

EQ-2023-57 (Ct.

of Tax Review, Okla.—Aug.

2, 2023)—Plaintiff governmental taxing authority seeks appeal of Defendant’s fair cash value valuation of certain personal property in Blaine County, Oklahoma.

Plaintiff seeks a property tax valuation far in excess of Defendant’s valuation, and seeks overdue taxes in excess of $1,126,005.22, plus statutory interest, penalties, and fees.

The case is in discovery.

Defendant is vigorously contesting the case based on the property’s sale valuation as established by written agreement.

Novella Strmiska v.

Endeavor Crude, LLC, et al ., Case No.

25-01-00013-CVK (81st Dist.

Ct., Karnes Cty., Tex.—Jan.

27, 2025)—Plaintiff alleges breach of contract, trespass to land, trespass to chattels, negligence, and unjust enrichment, seeking damages, interest, attorneys’ fees, and costs of court, in relation to a commercial truck yard lease.

Defendants intend to vigorously contest the case based on false invoices.

Mikasa McKnight v.

Endeavor Crude, LLC, et al.

202422195 (190th Dist.

Ct., Harris Cty., Tex.—Jul.

2, 2024)—Plaintiff alleges negligence, negligent hiring, negligent entrustment, and respondeat superior relating to a motor vehicle accident involving a tractor-trailer operated under the motor carrier authority of Defendant EC, and seeks damages in excess of $1,000,000.

Defendant EC is contesting the case.

The case is set for trial on August 4, 2025.

Defendant is vigorously contesting the case, and Defendant’s defense and prospective liability are covered by applicable insurance policies.

Echo Contracting, LLC v.

CPE Gathering Midcon, LLC, et al.

CJ-2025-73 (Dist.

Ct., Blaine Cty., Okla.—Feb.

14, 2025)—Plaintiff Echo Contracting asserted claims of breach of contract, quantum meriut, and foreclosure of mechanics and materialmen’s lien filed in Blaine County against properties of Defendants.

Defendants CPE Gathering Midcon, LLC and Vivakor, Inc.

settled such claims pursuant to confidential agreement March 28, 2025, and such claims are pending dismissal and such liens are pending release.

Co-Defendant Validus Energy II Midcon, LLC prevailed upon a motion to consolidate Case No.

CJ-2025-73 with the proceeding.

Defendant Validus Energy II Midcon, LLC has levied claims for declaratory judgment, indemnification, contribution, and unjust enrichment against Defendants CPE Gathering Midcon, LLC and Vivakor, Inc.

and seeks damages of $431,652.42, plus attorney’s fees.

Gudeil Gonzales, et al.

Equipment Transport, LLC, et al.

202508937 (165th Dist.

Ct., Harris Cty., Tex.—Feb.

7, 2025)—Lead Plaintiff, a former field employee of ET EmployeeCo, LLC f/k/a PWS EmployeeCo, LLC, asserts claims for negligence, gross negligence, and premises liability in connection with a jobsite injury, and seek damages in excess of $1,000,000, plus interest, fees, and costs.

Defendant intends to vigorously contest the suit.

Defendant ET has not reserved anything for the dispute.

Vivakor, Inc.

Al-Dali International General Trading and Contracting Company, et al.

JDFC603 251052410 (Kuwait Court of First Instance, Mar.

25, 2025)—Plaintiff has asserted claims for breach of contract, unjust enrichment, and injunctive relief against Defendants Al-Dali Global Trading and Contracting Company, Al-Sayer Construction General Trading and Contracting Company, and Kuwait Oil Company relating to the placement and operation of oilfield remediation processing equipment in Kuwait.

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-K

Item 1. Business