What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2025-04-15 compared with 2024-04-17 · 330 added, 326 removed, 13 unchanged (98% of the section changed)

5 - Market for Registrant ’ s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Common Stock is listed on the Nasdaq Capital Market under the symbol “VIVK.”

As of April 4, 2024, there were 27,710,253

shares of Common Stock outstanding held by approximately 534 holders of record (not including an indeterminate number of

beneficial holders of stock held in street name).

is a warrant to purchase 80,000 shares of common stock issued and outstanding as of April 4, 2024.

date, we have not paid any dividends on our common stock and do not anticipate paying any dividends in the foreseeable future.

The declaration and payment of dividends on the common stock is at the discretion of our Board of Directors and will depend on,

among other things, our operating results, financial condition, capital requirements, contractual restrictions or such other factors

as our Board of Directors may deem relevant.

Authorized for Issuance under Equity Compensation Plans

On November 10, 2023, our 2023 Equity and

Incentive Plan went effective.

Item 5 - Market for Registrant ’ s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our Common Stock is listed on the Nasdaq Capital Market under the symbol “VIVK.”

As of April 14, 2025, there were 44,575,570 shares of Common Stock outstanding held by approximately 518 holders of record (not including an indeterminate number of beneficial holders of stock held in street name).

There are warrants to purchase 399,040 shares of common stock issued and outstanding as of April 14, 2025.

Preferred Stock .

We are authorized to issue 15,000,000 shares of preferred stock, par value $0.001.

We currently have one series of preferred stock designated, namely our Series A Preferred Stock.

Our preferred stock is “blank check preferred” whereby our Board of Directors may create a series of preferred stock and set the rights and preferences of such preferred stock, without further shareholder approval.

The availability or issuance of preferred shares in the future could delay, defer, discourage or prevent a change in control.

We previously had five series of preferred stock designated entitled Series A Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock and Series C-1 Preferred Stock.

On February 6, 2025 we filed a Certificate of Amendment to our Articles of Incorporation (deemed to be effective for accounting purposes as of October 1, 2024) which withdrew those prior series of preferred stock.

Our current Series A Preferred Stock was created on February 14, 2025 and has 150,000 shares authorized with 107,789 shares of outstanding, which shares were deemed to be issued as of October 1, 2024 for accounting purposes.

Our Series A Preferred Stock has a stated value of $1,000 per share, as an annual dividend rate equal to six percent (6%) of the stated value per share, with such dividends payable in shares of our common stock, has liquidation preference, has no voting rights, and are only convertible into shares of common stock at the decision of the company, subject to certain ownership limitations.

To date, we have not paid any dividends on our common stock and do not anticipate paying any dividends in the foreseeable future.

The declaration and payment of dividends on the common stock is at the discretion of our Board of Directors and will depend on, among other things, our operating results, financial condition, capital requirements, contractual restrictions or such other factors as our Board of Directors may deem relevant.

Our Series A Preferred Stock earns an annual dividend of 6% of the stated value of the stock, which dividend is paid in equal quarterly installments in shares of our common stock unless such issuance would cause the holder of the Series A Preferred Stock to exceed certain beneficial ownership limitations, and such a situation the dividend will accrue until such time as the shares are able to be issued.

Securities Authorized for Issuance under Equity Compensation Plans

On November 10, 2023, our 2023 Equity and Incentive Plan went effective.

The plan was approved by our Board of Directors and by the holders of a majority of our common stock.

Plan’s number of authorized shares is 40,000,000.

The Plan’s number of authorized shares is 40,000,000.

As of April 14, 2025, no options had been granted or exercised under the Plan.

As of April 4, 2024, there were stock awards granted of 3,584,340 shares of common stock at a weighted exercise price of $0.83 per share

under the plan.

As of April 14, 2025, there were stock awards granted of 4,429,431 shares of common stock under the plan.

As of April 14, 2025, the Plan had 3,817,383 vested shares and 612,048 non-vested shares underlying the stock awards.

We have not issued any other type of equity awards under the Plan.

On February 14, 2022, our 2021 Equity and

Incentive Plan went effective.

On February 14, 2022, our 2021 Equity and Incentive Plan went effective.

The plan was approved by our Board of Directors.

The Plan’s number of authorized shares is 2,000,000.

As of April 4, 2024, there were stock options and awards granted to acquire 1,816,900 shares of common stock at a weighted exercise price

of $2.50 per share under the plan.

As of April 4, 2024, the Plan had 1,720,221vested shares and 96,679 non-vested shares underlying the

stock options.

As of April 14, 2025, there were stock options and awards granted to acquire 1,668,983 shares of common stock at a weighted exercise price of $1.97 per share under the plan.

As of April 14, 2025, the Plan had 1,721,761 vested shares and no non-vested shares underlying the stock options.

As of April 14, 2025, no options had been exercised under the Plan.

We have not issued any other type of equity awards under

We have not issued any other type of equity awards under the Plan.

The stock options issued under the Plan are held by certain of our current and former executive officers.

Issuance of Unregistered Securities

following sets forth information regarding all unregistered securities sold by us in transactions that were exempt from the requirements

of the Securities Act in the last fiscal year.

Except where noted, all of the securities discussed in this Item 5 were all issued

in reliance on the exemption under Section 4(a)(2) of the Securities Act.

June 20, 2023, we issued a 15% secured promissory note (the “Note”) due as described below, to DIC, in the principal

amount of up to $1,950,000 (the “Principal Amount”), in relation to the Services Agreement.

The Company will use the

proceeds of the Note in refurbishing, relocating and fully installing the Company’s RPC currently located in Vernal, Utah

to DIC’s location in Kuwait.

As security interest to secure repayment of the Note, the Company issued DIC an option to purchase

1,000,000 shares of the Company’s common stock at an exercise price of $1.179 per share (the “Option”).

time there are amounts due to DIC under the Note, DIC may use the amounts then outstanding to purchase some or all of the shares

under the Option by using the outstanding amounts as payment of the exercise price under the Option.

August 29, 2023, we issued 154,744 shares of common stock at approximately $1.42 per share for a $220,000 reduction of liabilities.

October 6, 2023, we issued 35,000 shares of common stock at approximately $1.00 per share for a $35,000 reduction of liabilities.

October 28, 2022, we agreed to issue 7,042,254 restricted shares of our common stock in exchange for the forgiveness and cancellation

of $10,000,000 of principal under certain promissory notes held by entities controlled by James Ballengee, our Chief Executive

Officer, on a pro rata basis, reflecting a conversion price of $1.42 per share.

These shares were issued on November 10, 2023.

October 28, 2022, we entered into an executive employment agreement with James Ballengee (the “Employment Agreement”)

with respect to the Company’s appointment of Mr.

Ballengee as Chief Executive Officer and Chairman of the Board.

to the Employment Agreement, Mr.

Ballengee will receive annual compensation of $1,000,000 payable in shares of the Company’s

Common Stock, priced at the volume weighted average price (VWAP) for the five trading days preceding the date of the Employment

Agreement and each anniversary thereof (the “CEO Compensation Shares”).

The CEO Compensation shall be subject to satisfaction

of Nasdaq rules, the provisions of the Company’s equity incentive plan and other applicable requirements and shall be accrued

if such issuance is due prior to satisfaction of such requirements (the “CEO Compensation Shares Issuance”).

923,672 shares of our common stock for the CEO Compensation Shares Issuance on November 10, 2023.

7 - Management ’ s Discussion and Analysis of Financial Condition and Results of Operations

OF OPERATIONS

following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial

statements and related notes included elsewhere in this Annual Report on 10-K.

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.

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

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.

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.

Recent Issuance of Unregistered Securities

The following sets forth information regarding all unregistered securities sold by us in transactions that were exempt from the requirements of the Securities Act in the last fiscal year.

Except where noted, all of the securities discussed in this Item 5 were all issued in reliance on the exemption under Section 4(a)(2) of the Securities Act.

On April 11, 2025, we issued Cedarview Capital Management LLC, and its assignees, 300,000 shares of our restricted common stock.

The shares were issued pursuant to the terms of a Side Letter with an effective date of April 9, 2025, which modified and extended the repayment terms of the Secured Promissory Note dated October 31, 2024 held by Cedarview.

On April 11, 2025, we issued 350,000 shares of our restricted common stock to Justin Ellis pursuant to a conversion notice we received from Mr.

Ellis notifying us of his desire to convert $350,000 owed to him under that certain Convertible Promissory Note dated July 7, 2024.

On April 11, 2025, we issued an aggregate of 1,298,453 shares of our restricted common stock for four months of dividends to the holders of our Series A Preferred Stock.

Of those shares, 884,037 were issued to Jorgan Development, LLC and 8,933 were issued to JBAH Holdings, LLC, both of which are controlled by James Ballengee, our Chief Executive Officer.

On April 11, 2025, we issued 107,789 shares of our Series A Preferred Stock to the sellers, or their assignees, in the Endeavor Entities transaction.

These shares represented the preferred stock portion of the purchase price for the transaction, including any post-closing adjustments.

Of these shares, 84,931 shares went to Jorgan Development, LLC and 858 shares went to JBAH Holdings, LLC, both of which are controlled by James Ballengee, our Chief Executive Officer.

The Series A Preferred Stock does not have voting rights and is only convertible by the Company.

The shares do have a 6% annual dividend, based on the $1,000 stated per share value of the Series A Preferred Stock, payable in shares of our common stock.

On February 26, 2025, we issued Tysadco Partners, LLC 139,535 restricted shares for payment of $180,000 in outstanding invoices.

On February 26, 2025, we issued the Sellers in the acquisition of the Endeavor Entities transaction an additional 24,291 shares of our common stock and on April 11, 2025 107,789 shares of our Series A Preferred Stock as part of the consideration, all of which are considered to have been issued as of December 31, 2024 for accounting purposes.

On February 10, 2025, we entered into an Amendment No.

1 to our Employment Agreement with Mr.

Les Patterson, our Vice President, Operations & Construction.

Patterson’s Employment Agreement misstated Mr.

Patterson’s annual equity compensation, which was agreed to be annual equity compensation equal to not less than One Hundred Thousand and No/100s U.S.

Dollars ($100,000) to be paid in equal quarterly installments of Twenty Five Thousand and No/100s U.S.

Dollars ($25,000) based on a valuation formula set forth in the Employment Agreement, but was mistakenly drafted as annual equity compensation equal to not less than Twenty Five Thousand and No/100s U.S.

Dollars ($25,000) to be paid in equal quarterly installments based on a valuation formula set forth in the Employment Agreement.

As a result of the Amendment No.

1 to the Employment Agreement we are obligated to issued Mr.

Patterson 74,701 additional shares of our common stock, which is valued at $75,000 based on the valuation formula in Mr.

Patterson’s Employment Agreement.

On February 10, 2025, we entered into an Employment Agreement with Andre Johnson to be our Vice President, Human Resources As part of Mr.

Johnson’s compensation we agreed to issue him 302,297 shares of our common stock as a signing bonus, as well as $75,000 worth of our common stock annually, paid in equal quarterly installments.

On February 5, 2024, we, as the borrower;

Vivaventures Management Company, Inc., Vivaventures Oil Sands, Inc., Silver Fuels Delhi, LLC, White Claw Colorado City, LLC, Vivaventures Remediation Corporation and Vivaventures Energy Group, Inc., which are our subsidiaries, as guarantors (collectively, the “Guarantors” or “Subsidiaries”);

Cedarview Opportunities Master Fund LP, as the lender (the “Lender”);

and Cedarview Capital Management, LLC, as the agent (the “Agent”), entered into a Loan and Security Agreement (the “Loan and Security Agreement”).

Pursuant to the Loan and Security Agreement, we issued a secured promissory note (the “Note”) in the principal amount of $3,000,000, and the Lenders agreed to provide a $3,000,000 term loan to us (the “Term Loan”).

On February 6, 2024 (the “Closing Date”), we received the net proceeds from the Term Loan, less a 3% origination fee.

The transaction documents were signed on February 5, 2024, and became effective as of the Closing Date.

The amounts borrowed under the Loan and Security Agreement bear interest at a rate per annum of 22%.

We also paid certain fees and transaction expenses in connection with the release of the funds in connection with the Term Loan.

The principal amounts due under the Term Loan are payable as follows:

(i) for the first three (3) months, we shall make an interest only payment of $165,000, which we prepaid on the Closing Date, and (ii) for the following twelve (12) months, we shall make monthly installment payments of $250,000 plus interest, which must be made on or before May 5, 2025 (the “Maturity Date”).

We issued to the Lender 300,000 shares of our common stock, restricted in accordance with Rule 144, as additional consideration for the Term Loan.

As previously disclosed by us in a Current Report on Form 8-K filed with the SEC on February 2, 2024, we received a loan from a non-affiliated individual lender in the principal amount of $1,000,000 (the “Loan”) and, in connection therewith, we 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.

We issued a promissory note dated December 5, 2023 in connection with the Loan (the “Original Note”).

On April 8, 2024, the lender returned an executed amended and restated convertible promissory note for the Loan (the “Amended Note”).

The convertible promissory note replaces the Original Note, but maintains the same interest rate and maturity date of the Original Note, and the obligation to issue 100,000 shares of our restricted stock remains in effect.

Pursuant to the terms of the Amended Note the holder had the right to convert the outstanding principal and interest due under the Amended Note into shares of our common stock at price equal to 90% of the average closing price of our common stock for the previous three (3) trading days prior to the conversion date, with a floor conversion price of $0.75 per share.

On July 1, 2024, we issued 903,095 shares of our common stock to the non-affiliated investor for the conversion of the $1 million principal amount convertible promissory note.

The investor converted the all the outstanding principal and interest due under the promissory note in the amount of $1,048,493.15 into 903,095 shares of common stock pursuant to the terms of the promissory note.

On June 3, 2024, the Company entered into a Director Agreement with Michael Thompson (the “Thompson Director Agreement”).

Pursuant to the Thompson Director Agreement, effective June 3, 2024, Mr.

Thompson agreed to serve as a member of the Company’s Board of Directors and the chair of the Audit Committee and would receive $50,000 in shares of restricted stock annually as part of his compensation, vesting quarterly and valued at the stock price on the date of grant.

Thompson will also receive a one-time grant of 50,000 shares of the Company’s common stock under the Company’s 2023 Equity and Incentive Plan.

As previously disclosed herein, on June 26, 2024 the Company entered into the Knapp Agreement.

As part of our hiring of Pat Knapp for his compensation under the Knapp Agreement, Mr.

Knapp received a one-time signing grant of Company common stock equivalent in value to $250,000, which are priced per share based on the volume-weighted average price for the preceding five (5) trading days prior to the day of such grant (calculated to be 140,190 shares based on the effective date of the Knapp Agreement), subject to an eighteen (18)-month lockup period and a conditional clawback obligation concurrent therewith, which shall be granted within thirty (30) days after the Start Date, as defined therein.

On July 8, 2024, we received a loan from a non-affiliated individual lender in the principal amount of Three Hundred Fifty Thousand Dollars ($350,000) (the “First Loan”) and, in connection therewith, we agreed to issue 15,982 restricted shares of our common stock.

The First Loan bears interest at the rate of 10% per annum, matures on December 31, 2024, with all unconverted principal due on the maturity date and interest payable monthly on the last day of the month after the month in which the interest accrued.

We issued a promissory note dated July 5, 2024 in connection with the First Loan (the “First Note”).

The First Note allows the holder to convert the outstanding principal and interest due under the First Note into shares of our common stock at price equal to 90% of the average closing price of our common stock for the previous five (5) trading days prior to the conversion date, with a floor conversion price of $1.00 per share.

The lender may not convert amounts owed under the First Note if such conversion would cause him to own more than 4.99% of our common stock after giving effect to the issuance, which limitation may be raised to 9.99% upon no less than 61 days’ notice to us regarding his desire to increase the conversion limitation percentage.

We issued the 15,982 shares on February 11, 2025.

On July 5, 2024, we received a loan from Ballengee Holdings, LLC, an entity controlled by James Ballengee, the Company’s Chairman, President, and Chief Executive Officer, in the principal amount of Five Hundred Thousand Dollars ($500,000) (the “BH Loan”) and, in connection therewith, we agreed to issue 21,552 restricted shares of the Company’s common stock.

The BH Loan bears interest at the rate of 10% per annum, matures on December 31, 2024, with all unconverted principal due on the maturity date and all unconverted interest payable monthly on the last day of the month after the month in which the interest accrued.

The Company issued a promissory note dated July 9, 2024 in connection with the BH Loan (the “BH Note”).

The BH Note allows the holder to convert the outstanding principal and interest due under the BH Note into shares of our common stock at price equal to 90% of the average closing price of our common stock for the previous five (5) trading days prior to the conversion date, with a floor conversion price of $1.00 per share.

The lender may not convert amounts owed under the BH Note if such conversion would cause him to own more than 4.99% of our common stock after giving effect to the issuance, which limitation may be raised to 9.99% upon no less than 61 days’ notice to us regarding his desire to increase the conversion limitation percentage.

We issued the 21,552 shares on February 11, 2025.

On July 5, 2024, we entered into a Consulting Agreement with 395 Group, LLC, a Nevada limited liability company (“395”), under which 395 agreed to provide us with general advisory and business development services.

Specifically, 395 agreed to advise us for the next four (4) months regarding capitalization, business development, business relationships, industry guidance, and assist with understanding what is happening in our market space.

In exchange for 395’s services, we agreed to pay total cash compensation of $340,000 and equity compensation of 50,000 shares of our restricted common stock, with one-half of the cash compensation and all the equity compensation due upon signing of the agreement and the other half of the cash compensation due in thirty (30) days.

The 50,000 shares of common stock were issued to 395 on February 11, 2025.

On July 26, 2024, we entered into that certain Securities Purchase Agreement and Strata Purchase Agreement (the “ClearThink Agreements”) with ClearThink Capital Partners, LLC.

Under the terms of the ClearThink Agreements, we agreed to issue ClearThink Capital (i) 67,568 shares of common stock in exchange for $125,000 upon the entry into the relevant term sheet (ii) 67,568 shares of common stock upon filing of the relevant S-1 Registration Statement, and (iii) 150,000 shares of common stock upon entry of the Strata Purchase Agreement.

As a result, the Company has issued 217,568 to ClearThink.

On July 26, 2024, we entered into a Securities Purchase Agreement with James K.

Granger (the “Granger SPA” and “Granger”, respectively), under which Granger, or an entity he controls, purchased 1,600,000 common shares of our stock for $800,000, at a price of $0.50 per common share.

Pursuant to the Granger SPA, the shares issued to Granger will be subject to Rule 144 restrictions.

Granger funded the purchase price in cash to the Company on July 31, 2024.

On August 22, 2024, we entered into a new executive employment agreement with our Vice President, Marketing.

Pursuant to the new employment agreement, our Vice President, Marketing will receive $200,000 annually (the “Base Salary”), which after the first annual anniversary the Base Salary may increase to $350,000 contingent upon the Company achieving net profitability of $500,000 of all commodity trades by the Vice President, Marketing.

In addition, the employment agreement provides for annual incentive cash and equity compensation of up to $440,000 based on certain performance goals as further set forth therein.

As an inducement to enter into the executive employment agreement, the Vice President, Marketing is entitled to receive a one-time signing grant of Company common stock equivalent in value to $150,000, which are priced per share based on the closing price on the day of such grant (calculated to be 71,090 shares based on the effective date of the executive employment agreement).

The signing bonus has not been issued and is due not later than thirty (30) calendar days after we file an amended Registration Statement on Form S-8 with the Securities and Exchange Commission registering shares under a Long-Term Incentive Plan (“LTIP”), and the shares will only vest as set forth in the LTIP.

On September 5, 2024, we closed on a Securities Purchase Agreement with E-Starts Money Co., a Delaware corporation (the “E-Starts SPA” and “E-Starts”, respectively) dated August 28, 2024, under which E-Starts, purchased 1,000,000 shares of our common stock for $500,000, at a price of $0.50 per common share.

Pursuant to the E-Starts SPA, the shares issued to E-Starts will be subject to standard Rule 144 restrictions.

E-Starts is controlled by William Tuorto, who was at the time a control person of Empire Diversified Energy, Inc., (“Empire”), serving as its Executive Chairman and Chairman of its Board of Directors.

As previously disclosed in our Current Report on Form 8-K filed with the Commission on March 1, 2024 (the “March 8-K”), we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Empire under which Empire will merge with and into a subsidiary of the Company and Empire will become a wholly-owned subsidiary of the Company if the parties close the transaction contemplated by the Merger Agreement.

There is no guarantee that the transactions contemplated by the Merger Agreement will close.

On September 9, 2024, Al Dali International for Gen.

Trading & Cont.

(“DIC”), exercised its stock option to purchase 1,000,000 shares of our common stock at an exercise price of $1.179 per share, which was originally issued as security to secure repayment of our June 20, 2023 secured promissory note with DIC.

Under the terms of the stock option, DIC used as consideration for the stock option, a reduction of principal and interest under its Note in the amount of $1,179,000.

We are currently analyzing the exercise of the stock option and related issuance of the shares to ensure they complied with the terms of our agreement with DIC.

If we determine the issuance is in line with our agreement with DIC, then any remaining portion of note is anticipated to be paid out of operations of the RPC per the terms of the note agreement as previously disclosed.

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 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 (“Series A 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 or their assignees 6,724,291 shares of our common stock and 107,789 shares of our Series A Preferred Stock with both the amount of shares of common stock and shares of Series A Preferred Stock subject to adjustment once final purchase price accounting has been completed.

Pursuant to our Executive Employment Agreement with Russ Shelton entered into on October 1, 2024, Mr.

Shelton will receive a one-time grant of Company common stock equivalent in value to $150,000, which are priced per share based on the volume-weighted average price for the preceding five (5) trading days prior to the day of such grant, subject to an eighteen (18)-month lockup period, which shall be granted in the near future.

On October 31, 2024, we, as the borrower, and certain of our subsidiaries, being Vivaventures Management Company, Inc., Vivaventures Oil Sands, Inc., Silver Fuels Delhi, LLC, White Claw Colorado City, LLC, Vivaventures Remediation Corporation, Vivaventures Energy Group, Inc., Endeavor Crude, LLC, and Meridian Equipment Leasing, LLC, and Silver Fuels Processing, LLC, as guarantors (collectively, the “Guarantors” or “Subsidiaries”, as context requires), Cedarview Opportunities Master Fund LP, as the lender (the “Lender”);

and Cedarview Capital Management, LLC, as the agent (the “Agent”), entered into a Loan and Security Agreement (the “Loan Agreement”).

Pursuant to the Loan Agreement, we issued a secured promissory note (the “Note”) in the principal amount of $3,670,160.77, and the Lenders agreed to provide such term loan to the Company (the “Term Loan”) with maturity on October 31, 2025, and accruing interest at 22% per annum.

On November 5 and 6, 2024 (the “Closing Date”), the Company received the net proceeds from the Term Loan less (i) a 3% origination fee, and (ii) repayment of $2,000,000 in outstanding principal, $68,009 in accrued interest, and a $242,991 prepayment fee pursuant to that certain Loan and Security Agreement dated February 5, 2024, by and between the Company, as borrower thereunder, certain of its Subsidiaries, as guarantors thereunder, and Lender and Agent.

As additional consideration for the Term Loan we issued the Lender 300,000 shares of our restricted common stock.

Item 6 – [Reserved].

Item 7 - Management ’ s Discussion and Analysis of Financial Condition and Results of Operations

RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this Annual Report on 10-K.

We have two operating business segments:

(i) transportation logistics services and (ii) terminaling and storage facility product 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.

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

Those same wells produce approximately 10,000 barrels or more of produced water per day, 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, 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, disposal, and/or reuse 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 integrated approximately forty-five (45) mile 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 .

Reclassifications

reclassifications may have been made to prior years’ amounts to conform to the 2023 presentation.

the years ended December 31, 2023 and 2022, we realized revenues of $59,321,752 and $28,107,223, respectively, representing

an increase of $31,214,529 or 111.06%.

The increase in revenue is primarily attributed to our oil and natural gas liquid sales

which have been realized through the operations from our newly acquired businesses in SFD and WCCC, which were acquired through

our business combination, which closed on August 1, 2022.

the year ended December 31, 2023 and 2022, our cost of revenues consisted primarily of costs associated with selling oil and

natural gas liquid through the operations from our newly acquired businesses in SFD and WCCC, which were acquired through our business

combination which closed on August 1, 2022.

the years ended December 31, 2023 and 2022, costs of revenue were $54,300,788 and $25,239,962, respectively, representing an

increase of $29,060,826 or 115.14%.

The increase in the cost of revenue is primarily attributed to the cost of goods sold for our

oil and natural gas liquid products realized through the operations from our newly acquired businesses in SFD and WCCC, which were

acquired through our business combination, which closed on August 1, 2022.

Profit and Gross Margin

the years ended December 31, 2023 and 2022, we realized gross profit of $5,020,964 and $2,867,261, respectively, representing

an increase of $2,153,703 or 75.11%.

For the year ended December 31, 2023 and 2022, the gross profit increased in proportion

to the revenue and costs of revenue related to the purchase and sale of our oil and natural gas liquid products.

gross margin will continue to be affected by a variety of factors that include the market prices of our oil products, the volume

produced by our facilities, and our ability to raise capital to continue to fund our operations or other ancillary agreements outside

of the oil gathering, transportation, and storage activities.

operating expenses consist primarily of marketing, general and administrative expenses, bad debt expense, impairment loss, and

amortization and depreciation expense.

Marketing expenses include marketing fees of company representatives for marketing the business

and its products and services as well as investor customer service.

General and administrative expenses include professional services,

including audit, tax, and legal fees associated with the costs for services in finance, accounting, administrative activities and

the formation and compliance of a public company.

Bad debt expense includes the expense associated with assets that management

analyses and estimates may be uncollectible.

Impairment loss includes the expense associated with events or changes in circumstances

that indicate the carrying amount of an asset may not be recoverable.

If the expected future cash flow from the use of the asset

and its eventual disposition is less than the carrying amount of the asset, an impairment loss is recognized.

Amortization and

depreciation expense uses the useful life of the asset to calculate the amortization or depreciation expense in accordance with

accounting principles generally accepted in the United States of America (“GAAP”) and management’s judgment.

For the years ended December 31, 2023

and 2022, we realized operating expenses of $11,352,624 and $25,611,216, which represents a decrease of $14,258,592, or 55.67%.

Our operating

expenses decreased due to multiple substantial events and their associated expenses throughout 2022, including approximately $12,300,837

in impairment loss and bad debt expense, as discussed below.

For the years ended December 31, 2023

and 2022, we realized an impairment loss of none and $11,138,830, which represents a decrease of $11,138,830 or 100%.

Our impairment

loss directly related to multiple events throughout 2022, including disruptions at our Vernal, Utah plant due to supply and

personnel limitations, in which we realized an impairment loss of $447,124 on a license agreement with TBT Group and the

possibilities of embedding self-powered sensors directly into the asphaltic cement we may generate from the Vernal, Utah RPC;

taking into consideration new information in 2022 related to the costs of building our own test facility or using new partners to

test our ammonia synthesis catalyst, we realized an impairment loss of $3,254,999 to our ammonia synthesis assets;

The operations

surrounding our precious metals extraction services were suspended until 2022, although due to these suspended activities and a

shift in 2022 of the Company’s focus to the oil and gas industry, we have realized an impairment loss $6,269,998 surrounding

the extraction machinery, and we reserved further against our work-in-process precious metal concentrate in the amount of $1,166,709

as it had not been sold as anticipated in its concentrate form during 2022.

In 2023 we agreed with TBT Group, Inc.

to cancel the

license agreement and both parties agreed to fully release and discharge any and all known and unknown claims they may have against

the other party, with neither party owing the other party any money and TBT retaining the ownership of the piezo electric and energy

harvesting technology that was the subject of the license agreement.

For the years ended December 31, 2023

and 2022, we realized bad debt expense of none and $1,162,007, which represents a decrease of $1,162,007 or 100%.

The decrease in bad

debt expense is directly related to two note receivables.

The first note receivable relates to the sale of 3,309,578 shares of marketable

securities in December 2021 in a private transaction for a purchase price of $860,491, reflecting the market price as of such time.

Such purchase price was paid in the form of $10,000 cash delivered at signing and a note issued in favor of Vivakor in the amount of

$850,491 with payments due quarterly over a five-year term.

The purchaser made their initial payment in the first quarter of 2022 but

has not made further payments.

The second note receivable is a $333,744 note receivable with TMC Capital, LLC, an affiliate of MCW Energy

Group Limited.

The parties amended their agreement in December 2021 to have the note paid on or before October 1, 2022, but

we have not received payment.

In 2022 we reserved against these notes in the amount of $828,263 and $333,744.

2022 we recognized increased professional services and compensation expenses, which relate to our registration statement, its amendments,

preparing for and completing an underwritten public offering of our common stock, including our preparations and completion of

an uplist of our common stock to a senior stock exchange, and two substantial acquisitions of SFD and WCCC.

For example, for the

years ended December 31, 2023 and 2022, we realized stock option expense of $2,064,466 and $4,079,591, which

represents an decrease of $2,015,125, or 49.40% decrease.

the years ended December 31, 2023 and 2022, we realized amortization and depreciation expense of $3,932,744 and $2,953,629,

which represents an increase of $979,115 or 33.15%.

The increase in amortization and depreciation expense is primarily attributed

to the amortization of our newly acquired contracts (see Note 13) and depreciation from our newly acquired property, plant and

equipment held by SFD and WCCC, which were acquired through our business combination, which closed on August 1, 2022.

from Operations

For the years ended December 31, 2023

and 2022, we realized a loss from operations of $6,331,660 and $22,743,955, which represents a decrease of $16,412,295, or 72.16%.

decrease in loss is attributed to the net effect of the increase in gross profit and decrease in operating expenses discussed above.

For the years ended December 31, 2023

and 2022, we realized interest expense of $4,025,077 and $1,519,281, which represents an increase of $2,505,796, or 164.93%.

in interest expense is mainly attributable to the $28,664,284 in notes payable issued as consideration for our newly acquired entities,

SFD and WCCC, which were acquired through our business combination, which closed on August 1, 2022.

The notes accrue interest of

prime plus 3% on the outstanding balance of the notes.

For the years ended December 31, 2023 and 2022, the Company accrued $2,993,121

and $1,126,429 in interest on these notes payable.

loss on marketable securities

the years ended December 31, 2023 and 2022, we reported an unrealized loss of $1,156,928 and $578,464 on marketable securities,

which represents an increase in the unrealized loss of $578,464, or 100%.

Our marketable securities were considered to be traded

on an active market and were accounted for at a fair value based on the quoted prices in the active markets resulting in aggregate

unrealized losses as noted above.

on deconsolidation of variable interest entity

accordance with ASC 810, as of October 1, 2023, we deconsolidated Viva Wealth Fund I, LLC (VWFI), recognizing a gain on deconsolidation

The assets ($10.2 million), liabilities ($551,950) and equity ($10.1 million) related to VWFI were removed from our

financial statements (Note 3 Principles of Consolidation ), resulting in the gain on deconsolidation.

for income tax

The Company recorded an income tax benefit

(provision) of (92,703) and $4,436,691 for the years ended December 31, 2023 and 2022, respectively.

The Company’s effective

tax rate for 2023 and 2022 was -0.88% and 18.69%, which was the result of the (provision) or benefit of book income/losses offset by

an additional valuation allowance on the net operating losses.

following table sets forth the primary sources and uses of cash and cash equivalents for the years ended December 31, 2023

and 2022 as presented below:

cash used in operating activities

$ (4,143,297 )

cash used in investing activities

cash provided by financing activities

and Capital Resources

We have historically suffered net losses

and cumulative negative cash flows from operations and, as of December 31, 2023 and 2022, we had an accumulated deficit of approximately

$65.9 million and $55.2 million.

As of December 31, 2023 and 2022, we had a working capital deficit of approximately $34.9 million

and $3.77 million, respectively.

of December 31, 2023 and 2022, we had cash and cash equivalents of $744,307 and $3,182,793, with none and $81,607 attributed

to variable interest entities, respectively.

date we have financed our operations primarily through debt financing, private equity offerings and our working interest agreements,

although on February 14, 2022, the Company closed an underwritten public offering of 1,600,000 shares of common stock, at

a public offering price of $5.00 per share, for aggregate net proceeds of $6.2 million, after deducting underwriting discounts,

commissions, and other offering expenses.

The Company’s Common Stock began trading on the Nasdaq Capital Market under the

symbol “VIVK”.

For the years ended December 31, 2023

and 2022, our net cash used in operating activities was mainly comprised of net effect of the consolidated net loss of $10,835,275 and

$20,247,621, a $88,323 and $(4,437,492) related to our provision for income taxes and the net effect on deferred tax liabilities (deferred

tax assets), our depreciation and amortization of $3,932,744 and $2,953,629, an impairment loss of none and $11,138,830, a bad debt expense

of none and $1,162,007, a gain on the deconsolidation of a variable interest entity of $438,099 and none, a decrease in accounts receivable

of $930,893 and $2,613,278, a decrease in accounts payable of $366,592 and $3,408,157, an increase in other assets of $417,890 and $80,220.

For the years ended December 31, 2023 and 2022, we were also able to issue stock for services of none and $1,472,888, and stock-based

compensation of $1,597,881 and $2,606,703 in lieu of using cash.

We also realized interest expense on loans and notes payable of $3,476,577

and $1,454,752 related to the original $28,664,284 in notes payable issued as consideration for our newly acquired entities, SFD and

WCCC, which were acquired through our business combination, which closed on August 1, 2022.

For the years ended December 31,

2023 and 2022, we also realized an unrealized loss of $1,156,928 and $578,464 on marketable securities as described above.

For the years ended December 31, 2023

and 2022, our net cash used in investing activities was mainly attributed to our purchase of equipment of $3,320,918 and $2,491,175 related

to the manufacturing of our RPCs and wash plant facilities.

The Company also reported $210, 862 of notes receivable assumed and a decrease

in $181,509 of cash and cash equivalents in the deconsolidation of a variable interest entity and as of December 31, 2023.

net cash provided by our financing activities was mainly attributed to the net effect of the following events:

the years ended December 31, 2023 and 2022, we received proceeds of $2,944,697 and $3,640,046 related to the issuance of notes

and other loans.

We also received proceeds of $6,240,000 from our February 14, 2022 underwritten public offering of 1,600,000

shares of common stock.

For the years ended December 31, 2023 and 2022, we paid down notes payable and related party notes

payable by $470,160 and $853,230 and made distributions to Viva Wealth Fund I, LLC unit holders of none and $861,691.

For the years

ended December 31, 2023 and 2022, we paid down finance lease liabilities by $446,782 and $429,578.

are no further existing firm obligations;

however, we anticipate construction for each Nanosponge costs approximately $200,000,

and we intend to manufacture and add a Nanosponge to our current RPCs.

We have historically suffered net losses and cumulative

negative cash flows from operations, and as of December 31, 2023, we had an accumulated deficit of approximately $65.9 million.

of December 31, 2023 and 2022, we had a working capital deficit of approximately $34.9 million and $3.77 million, respectively.

of December 31, 2023, we had cash of approximately $744,000.

In addition, we have obligations to pay approximately $18.1 million

of debt within one year of the issuance of these financial statements.

Of the $18.1 million, $15.3 million can be satisfied through

the issuance of registered common stock under the terms of the debt.

These conditions raise substantial doubt about the Company’s

ability to continue as a going concern.

During the year ended December 31, 2023, subject

to available cash flows, the Company continued to develop its technologies, its strategy to monetize its intellectual properties and

execute its business plan.

To date we have financed our operations primarily through debt financing, private and public equity

offerings and our working interest agreements.

For the fiscal year 2023 we raised approximately $3 million through debt financings

with individual investors, $2.2M through a sale lease back agreement, and subsequent to year end we raised an additional $3 million

through additional debt financing (Note 22).

The Company entered into merger and acquisition agreements with anticipated closing

dates in 2024 (Note 22).

Even though these merger and acquisition transactions are projected to close in 2024 and yield substantial

cash flow that may provide adequate working capital to finance its day-to-day operations and current obligations, these events were

not considered probable as of December 31, 2023 because they have not closed as of the date of our filing.

Based on the above, we believe there is substantial doubt about the

Company’s ability to continue as a going concern.

The Company has prepared the consolidated financial statements on a going concern

If the Company encounters unforeseen circumstances that place constraints on its capital resources, management will be required

to take various measures to conserve liquidity.

Management cannot provide any assurance that the Company will be able to execute its plans

to raise additional capital, close its merger and acquisitions, or that its operations or business plan will be profitable.

Our ability to continue to access capital

could be affected adversely by various factors, including general market and other economic conditions, interest rates, the perception

of our potential future earnings and cash distributions, any unwillingness on the part of lenders to make loans to us and any deterioration

in the financial position of lenders that might make them unable to meet their obligations to us.

If we cannot raise capital through

public or private debt financings, equity offerings, or other means, our ability to grow our business may be negatively affected.

such a case, we may need to suspend site and plant construction or further acquisitions until market conditions improve.

contractual obligations as of December 31, 2023 for finance lease liabilities are for the sale and leaseback of certain land,

property, plant, and equipment that were acquired in the closing of our business combination, which acquired SFD and WCCC on August 1,

2022, which leases end in 2025 and 2026.

Certain reclassifications may have been made to prior years’ amounts to conform to the 2024 presentation.

Results of Consolidated Operations

For the years ended December 31, 2024 and 2023, we realized revenues of $89,811,240 and $59,321,752, respectively, representing an increase of $30,489,488 or 51.40%.

The increase in revenue is primarily attributed to the sales of logistics and terminaling realized through the operations of our newly acquired Endeavor Entities’ businesses, which were acquired through our business combination, which closed on October 1, 2024.

Cost of Revenue

For the year ended December 31, 2024 and 2023, our cost of revenues consisted primarily of costs associated with selling oil and natural gas liquid and through the operations from our newly acquired businesses in logistics, which were acquired through our business combination which closed on October 1, 2024.

For the years ended December 31, 2024 and 2023, costs of revenue were $79,592,036 and $54,300,788, respectively, representing an increase of $25,291,248 or 46.58%.

The increase in the cost of revenue is primarily attributed to the cost of goods sold for our logistics and terminaling realized through the operations from our newly acquired Endeavor Entities’ businesses, which were acquired through our business combination, which closed on October 1, 2024.

Gross Profit and Gross Margin

For the years ended December 31, 2024 and 2023, we realized gross profit of $10,219,204 and $5,020,964, respectively, representing an increase of $5,198,240 or 103.53%.

For the years ended December 31, 2024 and 2023, the gross profit increased in proportion to the revenue and costs of revenue related to the purchase and sale of our oil and natural gas liquid products.

Our gross margin will continue to be affected by a variety of factors that include the market prices of our oil products, the volume produced by our facilities, and our ability to raise capital to continue to fund our operations or other ancillary agreements outside of the oil gathering, transportation, and storage activities.

Operating Expenses

Our operating expenses consist primarily of marketing, general and administrative expenses, impairment loss, and amortization and depreciation expense.

Marketing expenses include marketing fees of company representatives for marketing the business and its products and services.

General and administrative expenses include professional services, including audit, tax, and legal fees associated with the costs for services in finance, accounting, administrative activities and the formation and compliance of a public company.

Impairment loss includes the expense associated with events or changes in circumstances that indicate the carrying amount of an asset may not be recoverable.

If the expected future cash flow from the use of the asset and its eventual disposition is less than the carrying amount of the asset, an impairment loss is recognized.

Amortization and depreciation expense uses the useful life of the asset to calculate the amortization or depreciation expense in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and management’s judgment.

For the years ended December 31, 2024 and 2023, we realized operating expenses of $32,214,497 and $11,352,624, which represents an increase of $20,861,873, or 183.76%.

Our operating expenses increased due to the operations from our newly acquired Endeavor Entities’ businesses, which were acquired through our business combination, which closed on October 1, 2024, and impairment expense of $8,632,773, which was mainly attributed to an impairment loss of $7,047,179 for related to the impairment of our Kuwait RPCs and the impairment loss on our ancillary agreements, including the exclusive license agreement for the development and use of a nanosponge technology of $1,530,496 for the year ended December 31, 2024.

Loss from Operations

For the years ended December 31, 2024 and 2023, we realized a loss from operations of $21,995,293 and $6,331,660, which represents an increase of $15,663,633, or 247.39%.

The increase in loss is attributed to the net effect of the operations from our newly acquired Endeavor Entities’ businesses, which were acquired through our business combination, which closed on October 1, 2024, and the impairment loss of $7,047,179 on its Kuwait RPCs and impairment loss of $1,530,496 on the exclusive nanosponge license for the year ended December 31, 2024.

Interest expense

For the years ended December 31, 2024 and 2023, we realized interest expense of $4,816,692 and $4,025,077, which represents an increase of $791,615, or 19.67%.

The increase in interest expense is mainly attributable to the net effect of the accrued interest on newly acquired debt from the close of the acquisition of the Endeavor Entities on October 1, 2024, and the amendment of our note issued as consideration in the 2022 MIPA approved by the shareholders on November 10, 2023.

As the amendment was accounted for as a troubled debt restructuring under ASC 470 – Debt (“ASC 470”) , the note was thus written to the amount of the undiscounted future cash flows on the note to maturity, and therefore no interest expense is realized for the remainder of the note to maturity.

Unrealized loss on marketable securities

For the years ended December 31, 2024 and 2023, we reported an unrealized gain of $165,275 and an unrealized loss of $1,156,928 on marketable securities, which represents an increase in the unrealized gain of $1,322,203, or 114.29%.

Our marketable securities were considered to be traded on an active market and were accounted for at a fair value based on the quoted prices in the active markets resulting in aggregate unrealized gain as noted above.

Gain on deconsolidation of variable interest entity

In accordance with ASC 810, as of October 1, 2023, we deconsolidated Viva Wealth Fund I, LLC (VWFI), recognizing a gain on deconsolidation of $438,099.

The assets ($10.2 million), liabilities ($551,950) and equity ($10.1 million) related to VWFI were removed from our financial statements (Note 3 Principles of Consolidation ), resulting in the gain on deconsolidation.

Provision for income tax

The Company recorded an income tax provision of $126,869 and 92,703 for the years ended December 31, 2024 and 2023, respectively.

The Company’s effective tax rate for 2024 and 2023 was -0.57% and -0.88%, which was the result of the (provision) or benefit of book income/losses offset by an additional valuation allowance on the net operating losses.

Noncontrolling interest

Noncontrolling interests represent the portion of certain consolidated subsidiaries that are owned by third-parties.

The decrease in noncontrolling interest was due primarily related to the noncontrolling interest’s allocation of the impairment expenses noted above.

Segment Operating Results for the Years Ended December 31, 2024 and 2023

Operating Results of our Terminaling and Storage Segment :

Revenues- related party

Total revenues

Cost of revenues

Operating expenses:

General and administrative

Amortization and depreciation

Total operating expenses

Loss from operations

Interest expense

Loss before provision for income taxes

The increase in revenue is primarily attributed to the net effect of an increase in related party volumes purchased and processed at our Silver Fuels Delhi facility of approximately $8.1 million, and additional revenues of approximately $3.6 million from our newly acquired or newly formed entities related to the Endeavor Entities acquisition, which were acquired through our business combination, which closed on October 1, 2024.

Cost of Revenue

The increase in the cost of revenue is primarily attributed to the cost of goods sold related to the increase in related party volumes purchased and processed at our Silver Fuels Delhi facility, and additional costs of goods sold from our newly acquired or newly formed entities related to the Endeavor Entities acquisition, which were acquired through our business combination, which closed on October 1, 2024.

Operating Expenses

Our operating expenses increased due to the increase in amortization and depreciation from the acquired customer relationships and property and equipment from our newly acquired Endeavor Entities’ businesses, which were acquired through our business combination, which closed on October 1, 2024.

Interest Expense

The increase in interest expense is attributed to newly acquired loans and notes payable assumed from our newly acquired Endeavor Entities’ businesses, which were acquired through our business combination, which closed on October 1, 2024.

Operating Results of our Transportation Logistics Segment :

Cost of revenues

Operating expenses:

General and administrative

Amortization and depreciation

Total operating expenses

Loss from operations

Other income (expense), net

Loss before provision for income taxes

This operating segment in its entirety was acquired from our business combination acquisition of the Endeavor Entities’ businesses, which closed on October 1, 2024.

Operating Results of our Corporate and Other :

For information purposes, we have reported separately “Corporate and Other”, which is not determined to be an operating segment, but allows for analysis of non-operating entities and shared services and personnel that support both of the operating segments.

Corporate and Other contains expenses for the corporate entity and non-operating entities, such as corporate overhead payroll expenses, stock-based compensation, corporate legal and audit expenses, impairment expense not related to operating segments, interest expense from loans at the corporate level, and amortization of intangible assets held at corporate and non-operating entities.

Total revenues

Operating expenses:

Sales and marketing

General and administrative

Impairment expense

Amortization and depreciation

Total operating expenses

Loss from operations

Other income (expense):

Unrealized gain (loss) on marketable securities

Gain on deconsolidation of variable interest entity

Gain on deconsolidation of subsidiary

Interest income

Interest expense

Interest expense- related parties

Total other income (expense)

Loss before provision for income taxes

Provision for income taxes

Consolidated net loss

Net loss attributable to noncontrolling interests

Net loss attributable to Vivakor, Inc.

Operating Expenses

Our operating expenses increased due to the acquisition of the workforce of the Endeavor Entities’ businesses, which were acquired through our business combination, which closed on October 1, 2024, including multiple new executives and administrative personnel, where stock based compensation increase approximately $1.3 million, and benefits, bonuses and new employee contracts increased approximately $500 thousand, and consultants and merger and acquisition expenses were approximately $900 thousand.

The increase in our impairment expense was mainly attributed to an impairment loss of $7 million related to the impairment of our Kuwait RPCs and the impairment loss on our ancillary agreements, including the exclusive license agreement for the development and use of a nanosponge technology of $1,5 million.

Unrealized loss on marketable securities

Our marketable securities are considered to be traded on an active market and were accounted for at a fair value based on the quoted prices in the active markets resulting in aggregate unrealized gains as noted above.

Interest expense

The decrease in interest expense is mainly attributable to the amendment of our note issued as consideration in the 2022 MIPA approved by the shareholders on November 10, 2023.

As the amendment was accounted for as a troubled debt restructuring under ASC 470 – Debt (“ASC 470”) , the note was thus written to the amount of the undiscounted future cash flows on the note to maturity in 2023, and therefore no interest expense is realized for the remainder of the note to maturity.

Noncontrolling interest

Noncontrolling interests represent the portion of certain consolidated subsidiaries that are owned by third-parties.

The decrease in noncontrolling interest was due primarily related to the noncontrolling’s allocation of the impairment expenses noted above.

The following table sets forth the primary sources and uses of cash and cash equivalents for the years ended December 31, 2024 and 2023 as presented below:

Net cash provided by (used) in operating activities

Net cash provided by (used) in investing activities

Net cash provided by financing activities

Liquidity and Capital Resources

We have historically suffered net losses and cumulative negative cash flows from operations and, as of December 31, 2024 and 2023, we had an accumulated deficit of approximately $99 million and $65.9 million.

As of December 31, 2024 and 2023, we had a working capital deficit of approximately $101.5 million and $34.9 million, respectively.

As of December 31, 2024 and 2023, we had cash and cash equivalents of $3.7 million and $744,307, which includes $3 million and none as restricted cash, respectively.

To date we have financed our operations primarily through debt financing, private equity offerings.

The Company’s Common Stock began trading on the Nasdaq Capital Market under the symbol “VIVK”.

For the years ended December 31, 2024 and 2023, our net cash used in operating activities was mainly comprised of net effect of the consolidated net loss of $26,350,925 and $10,835,275, a $66,058 and $88,323 related to our provision for income taxes and the net effect on deferred tax liabilities, our depreciation and amortization of $11,360,425 and $3,932,744, an impairment loss of $8,632,773 and none, a gain on the deconsolidation of a variable interest entity of none and $438,099, an increase in accounts receivable of $5,116,717 and an decrease of $930,893, a decrease of $7,488,301 and increase of $366,592 in accounts payable, an increase in other assets of $2,184,691 and $417,890.

For the years ended December 31, 2024 and 2023, we were also able to issue stock for services of $19,998 and none, and stock-based compensation of $2,551,959 and $1,597,881 in lieu of using cash.

We also realized interest expense on loans and notes payable of $4,816,692 and $3,476,577 related newly acquired debt from the Endeavor Entities, which were acquired through our business combination, which closed on October 1, 2024.

For the years ended December 31, 2024 and 2023, we also realized an unrealized gain of $165,275 and an unrealized loss of $1,156,928 on marketable securities as described above.

For the years ended December 31, 2024 and 2023, our net cash used in investing activities was mainly attributed to the following:

Our purchase of equipment of $4,539,882 and $3,320,918 related to the manufacturing of our RPCs, wash plant and pipeline facilities.

The Company also reported $210,862 of notes receivable assumed and a decrease in $181,059 of cash and cash equivalents in the deconsolidation of a variable interest entity and as of December 31, 2023.

We also acquired cash of $4,842,070 from the Endeavor Entities acquisition, which we acquired through our business combination, which closed on October 1, 2024.

Our net cash provided by our financing activities was mainly attributed to the net effect of the following events:

For the years ended December 31, 2024 and 2023, we received proceeds of $7,509,701 and $2,956,197 related to the issuance of notes and other loans, which includes proceeds of $1,664,150 and $11,500 from related parties.

For the years ended December 31, 2024 and 2023, we paid down notes payable and related party notes payable by $6,111,208 and $470,160.

For the years ended December 31, 2024 and 2023, we paid down finance lease liabilities by $2,003,823 and $446,782.

For the year ended December 31, 2024 we received proceeds of $1,425,000 from the sale of our common stock.

We have historically suffered net losses and cumulative negative cash flows from operations, and as of December 31, 2024, we had an accumulated deficit of approximately $99 million.

As of December 31, 2024 and 2023, we had a working capital deficit of approximately $101.5 million and $34.9 million, respectively.

As of December 31, 2024, we had cash of approximately $3.7 million, of which $3 million is restricted cash.

In addition, we have obligations to pay approximately $61 million of debt within one year of the issuance of these financial statements.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

During the year ended December 31, 2024, subject to available cash flows, the Company continued its strategy to monetize its intellectual properties and execute its business plan, including the acquisition of the Endeavor Entities.

To date we have financed our operations primarily through debt financing, and private and public equity offerings.

Based on the above, we believe there is substantial doubt about the Company’s ability to continue as a going concern.

The Company has prepared the consolidated financial statements on a going concern basis.

If the Company encounters unforeseen circumstances that place constraints on its capital resources, management will be required to take various measures to conserve liquidity.

Management cannot provide any assurance that the Company will be able to execute its plans to raise additional capital, close its merger and acquisitions, or that its operations or business plan will be profitable.

Our ability to continue to access capital could be affected adversely by various factors, including general market and other economic conditions, interest rates, the perception of our potential future earnings and cash distributions, any unwillingness on the part of lenders to make loans to us and any deterioration in the financial position of lenders that might make them unable to meet their obligations to us.

If we cannot raise capital through public or private debt financings, equity offerings, or other means, our ability to grow our business may be negatively affected.

In such a case, we may need to suspend site and plant construction or further acquisitions until market conditions improve.

Contractual Obligations

Our contractual obligations as of December 31, 2024 for finance lease liabilities are for certain land, property, plant, and equipment that were acquired in the closing of our business combination, which acquired the Endeavor Entities on October 1, 2024, which leases end in 2025 and 2026.

Finance lease obligations as of December 31, 2024 are as follows:

contractual obligations as of December 31, 2023 for operating lease liabilities are for office and warehouse space, which

leases end in 2024 and 2025, and a land lease which ends in 2042.

Operating lease obligations as of December 31, 2023 are

Rate and Market Risk

Interest rate risk is the potential for

reduced net interest income and other rate-sensitive income resulting from adverse changes in the level of interest rates.

have variable interest rate-sensitive income agreements.

We do have financing arrangements that were issued on August 1, 2022 as

consideration for the business combination and acquisition of SFD and WCCC, in which the three-year notes have variable interest rates

based on the prime rate, which exposes us to further interest expense if the prime rate increases.

We believe that the LIBOR is being

phased out globally and do not have any financings with variable interest rates based on the LIBOR.

Risk — Equity Investments

risk is the potential for loss arising from adverse changes in the fair value of fixed-income securities, equity securities, other

earning assets, and derivative financial instruments as a result of changes in interest rates or other factors.

We own equity securities

that are publicly traded.

Because the fair value of these securities may fall below the cost at which we acquired them, we are

exposed to the possibility of loss.

Our contractual obligations as of December 31, 2024 for operating lease liabilities are for office warehouse space, land, and truck yards, which leases end in 2026 through 2027, except for a land lease which ends in 2042.

Operating lease obligations as of December 31, 2024 are as follows:

Interest Rate and Market Risk

Interest Rate Risk

Interest rate risk is the potential for reduced net interest income and other rate-sensitive income resulting from adverse changes in the level of interest rates.

We do not have variable interest rate-sensitive income agreements.

We do have financing arrangement, in which notes have variable interest rates based on the prime rate, which exposes us to further interest expense if the prime rate increases.

Market Risk — Equity Investments

Market risk is the potential for loss arising from adverse changes in the fair value of fixed-income securities, equity securities, other earning assets, and derivative financial instruments as a result of changes in interest rates or other factors.

We own equity securities that are publicly traded.

Because the fair value of these securities may fall below the cost at which we acquired them, we are exposed to the possibility of loss.

Equity investments are approved, monitored, and evaluated by members of management.

periods of slow growth, significant inflationary pressures, volatility and disruption in financial markets, could lead to increased

costs of doing business.

Inflation generally will cause suppliers to increase their rates, and inflation may also increase employee

salaries and benefits.

Prolonged periods of slow growth, significant inflationary pressures, volatility and disruption in financial markets, could lead to increased costs of doing business.

Inflation generally will cause suppliers to increase their rates, and inflation may also increase employee salaries and benefits.

In connection with such rate increases, we may or may not be able to increase our pricing to consumers.

Inflation could cause both our investment and cost of revenue to increase, thereby lowering our return on investment and depressing

our gross margins.

Balance Sheet Arrangements

Accounting Policies & Use of Estimates

Discussion and Analysis of Financial Condition and Results of Operations is based upon our consolidated financial statements included

in this report, which have been prepared in accordance with GAAP.

For further information on the critical accounting policies see

Note 3 of the Notes to the Consolidated Financial Statements.

The preparation of these financial statements requires management

to make estimates and judgments that affect the reported amounts of assets, liabilities, sales and expenses, and related disclosure

of contingent assets and liabilities.

Inflation could cause both our investment and cost of revenue to increase, thereby lowering our return on investment and depressing our gross margins.

Off Balance Sheet Arrangements

Critical Accounting Policies & Use of Estimates

Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon our consolidated financial statements included in this report, which have been prepared in accordance with GAAP.

For further information on the critical accounting policies see Note 3 of the Notes to the Consolidated Financial Statements.

The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, sales and expenses, and related disclosure of contingent assets and liabilities.

Estimates by their nature are based on judgments and available information.

Our estimates

are made based upon historical factors, current circumstances and the experience and judgment of management.

Assumptions and estimates

are evaluated on an ongoing basis, and we may employ outside experts to assist in evaluations.

Therefore, actual results could

materially differ from those estimates under different assumptions and conditions.

We believe our critical accounting estimates

relate to the following:

Recoverability of current and noncurrent assets, stock-based compensation, income

taxes, effective interest rates related to long-term debt, marketable securities, lease assets and liabilities, valuation of stock

used to acquire assets, and derivatives.

7A - Quantitative and Qualitative Disclosures About Market Risk

8 - Financial Statements and Supplementary Data

consolidated financial statements required by this item begin on page F-1 of this Annual Report on Form 10-K and are incorporated

herein by reference.

9 - Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

Our estimates are made based upon historical factors, current circumstances and the experience and judgment of management.

Assumptions and estimates are evaluated on an ongoing basis, and we may employ outside experts to assist in evaluations.

Therefore, actual results could materially differ from those estimates under different assumptions and conditions.

We believe our critical accounting estimates relate to the following:

Recoverability of current and noncurrent assets, stock-based compensation, income taxes, effective interest rates related to long-term debt, marketable securities, lease assets and liabilities, valuation of stock used to acquire assets, and derivatives.

Item 7A - Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 8 - Financial Statements and Supplementary Data

The consolidated financial statements required by this item begin on page F-1 of this Annual Report on Form 10-K and are incorporated herein by reference.

Item 9 - Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

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 5. Market for Registrant’s Common Equity