What changed in this filing

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Item 1. Financial Statements

2025-05-20 compared with 2024-11-19 · 314 added, 313 removed, 256 unchanged (71% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

Current assets:

Cash and cash equivalents

Cash- restricted

Accounts receivable

3 unchanged sentences

Total current assets

Other investments

Notes receivable

1 unchanged sentence

Right of use assets- operating leases

License agreements, net

Intellectual property, net

Customer relationships, net

LIABILITIES AND STOCKHOLDERS’ EQUITY

3 unchanged sentences

Accrued compensation

Unearned revenue

Operating lease liabilities, current

6 unchanged sentences

Loans and notes payable, long term

Loans and notes payable, long term- related parties

Long-term debt (working interest royalty programs)

Deferred tax liability

2 unchanged sentences

Preferred stock, $ 0.001 par value;

15,000,000 shares authorized, none outstanding

15,000,000 shares authorized, 107,789 and none outstanding as of March 31, 2025 and December 31, 2024

Common stock, $ 0.001 par value;

200,000,000 shares authorized;

33,638,273 and 26,220,508 were issued and outstanding as of September 30, 2024 and December 31, 2023, respectively

45,003,523 and 41,709,190 were issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

Additional paid-in capital

9 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended

Nine Months Ended

September 30,

Product revenue - third parties

Product revenue - related party

Terminaling and storage

Terminaling and storage- related party

Transportation logistics

Transportation logistics- related party

Total revenues

8 unchanged sentences

Unrealized gain (loss) on marketable securities

Gain deconsolidation of subsidiary

Loss on disposition of asset

Gain on deconsolidation of subsidiary

Interest income

7 unchanged sentences

Net loss attributable to Vivakor, Inc.

Series A Preferred Stockholder Dividends

Net loss to common shareholders

Basic and diluted net loss per share

6 unchanged sentences

Stockholders’

June 30, 2024 (unaudited)

Issuance of common stock for services

Issuance of common stock for cash

Issuance of common stock on conversion of debt

Stock based compensation

September 30, 2024 (unaudited)

Preferred Stock

Non-controlling

Stockholders’

December 31, 2024

Issuance of common stock for services

Issuance of common stock for cash

Issuance of common stock for a reduction of liabilities

Issuance of common stock on conversion of debt

Issuance of warrants for services

Stock based compensation

September 30, 2024 (unaudited)

Preferred Stock

Non-controlling

Stockholders’

June 30, 2023 (unaudited)

Issuance of common stock for a reduction of liabilities

Distributions to noncontrolling interest

Issuance of noncontrolling interest for a reduction of debt

Stock based compensation

September 30, 2023 (unaudited)

Stock based compensation- Consultant

Common stock distributable- Series A Preferred Stock Dividends

March 31, 2025 (unaudited)

Preferred Stock

3 unchanged sentences

Issuance of common stock for a reduction of liabilities

Distributions to noncontrolling interest

Issuance of noncontrolling interest for a reduction of debt

Non-qualified stock options issued to third party

Stock based compensation

September 30, 2023 (unaudited)

March 31, 2024 (unaudited)

See accompanying notes to consolidated financial statements

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

OPERATING ACTIVITIES:

2 unchanged sentences

Depreciation and amortization

Forgiveness of liabilities

Stock-based compensation

Stock-based compensation- consultant

Unrealized (gain) loss- marketable securities

Gain on deconsolidation of variable interest entity

Deferred income taxes

Loss on disposition of assets

Gain on deconsolidation of subsidiary

Changes in operating assets and liabilities:

1 unchanged sentence

Prepaid expenses

Right of use assets- finance leases

Right of use assets- operating leases

3 unchanged sentences

Interest on notes payable

Net cash provided (used) in operating activities

Net cash used in operating activities

INVESTING ACTIVITIES:

Proceeds from the sale of vehicles and trailers

Purchase of equipment

Net cash used in investing activities

Net cash provided (used) in investing activities

FINANCING ACTIVITIES:

2 unchanged sentences

Proceeds from loans and notes payable- related party

Proceeds from sale of common stock

Payment of notes payable

Payment of notes payable- related party

Distributions to noncontrolling interest

Net cash provided by financing activities

Net increase (decrease) in cash and cash equivalents

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

CASH AND CASH EQUIVALENTS, END OF PERIOD

provided (used) by financing activities

Net increase in cash and cash equivalents

CASH AND CASH EQUIVALENTS, and CASH RESTRICTED, BEGINNING OF PERIOD

CASH AND CASH EQUIVALENTS, and CASH RESTRICTED, END OF PERIOD

SUPPLEMENTAL CASHFLOW INFORMATION:

2 unchanged sentences

Accounts payable on purchase of equipment

Noncontrolling interest issued for a reduction in liabilities

Capitalized interest on construction in process

Common stock issued with debt

Non-qualified stock options issued with debt

Common stock issued for services

Common stock issued on conversion of debt

Common stock issued for a reduction in liabilities

Series A preferred shareholder stock dividend

See accompanying notes to consolidated financial statements

9 unchanged sentences

The unaudited condensed consolidated financial statements have been prepared on a basis consistent with that used to prepare the audited annual consolidated financial statements and include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair presentation of the condensed consolidated financial statements.

The operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results expected for the full year ending December 31, 2024.

The operating results for the three months ended March 31, 2025 are not necessarily indicative of the results expected for the full year ending December 31, 2025.

Vivakor, Inc.

(“Vivakor” or the “Company”) 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 in Delhi, Louisiana sells crude under agreements with a large energy company.

A different facility owns crude oil storage tanks near Colorado City, Texas.

The storage tank is presently connected to the Lotus pipeline system and an extension to a major pipeline system is being constructed.

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 utilizing our Remediation Processing Centers (RPCs).

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.

We are currently focusing our soil remediation efforts on our project in Kuwait and our upcoming project in the Houston, Texas area.

Currently, our efforts are primarily focused on operating two main 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.

We utilize our trucking fleet 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.

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.

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

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.

On October 1, 2024, we acquired 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, which gave us operations in several different areas of the midstream oil and gas industry.

management and Board of Directors is currently reviewing all aspects of the Endeavor Entities’ assets and operations, including

the synergies they have with our pre-acquisition operations and the debt related to certain of those assets and operations.

the event our management and Board of Directors determines some of those assets or operations do not fit organizationally with our other

assets and operations then we may seek strategic alternatives with those certain assets and/or operations.

Deconsolidation

7 unchanged sentences

Due to uncertainty of the collectability of the principal amount of the Convertible Note, we have established an allowance for the entire amount, and we have not accrued any interest receivable in connection with the Convertible Note.

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 in the fourth quarter of fiscal year 2023, and as of February 15, 2024 we deconsolidated VivaSphere, recognizing a gain of $ 177,550 for the six months ended September 30, 2024.

The assets, liabilities and equity related to VWFI and VivaSphere were removed from our financial statements on their respective deconsolidation dates, resulting in the gains on deconsolidation.

Reclassifications

Certain reclassifications have been made to prior years’ purchase price allocation of accrued interest and principal note payable amounts to conform to the 2025 presentation.

Restricted Cash

The Company acquired an accounts receivable factoring

agreement on October 1, 2024 in the acquisition of the Endeavor Entities, where the Company is required to maintain a reserve account

with the factoring institution which is included as restricted cash.

Long Lived Assets

1 unchanged sentence

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 and measured using the fair value of the related asset.

For the nine months ended September 30, 2024, the Company continued to build its wash plant for planned operations at its Houston, Texas site.

The Company evaluated, and determined that there was no trigger event, and therefore there was no impairment incurred during the nine months ended September 30, 2024.

For the three months ended March 31, 2025, the Company evaluated, and determined that there was no trigger event, and therefore no impairment incurred.

There can be no assurance that market conditions will not change or demand for the Company’s services will continue, which could result in impairment of long-lived assets in the future.

7 unchanged sentences

The term more likely than not refers to a level of likelihood that is more than 50 percent.

We performed an analysis and assessed no triggering event has occurred, and no impairment for the nine months ended September 30, 2024.

We performed an analysis and assessed no triggering event has occurred, and no impairment for the three months ended March 31, 2025.

Revenue Recognition

For the nine months ended September 30, 2024, our sales consisted of storage services and the sale of crude oil or like products.

For the nine months ended September 30, 2024, disaggregated revenue by customer type was as follows:

$ 40,132,938 in crude oil sales, and $ 7,985,998 in product related to natural gas liquids sales.

During the third quarter of 2024, the Company entered into a Crude Petroleum Sales Agreement with White Claw Crude (“WC Crude”).

Both WC Crude Crude Petroleum Sales Agreement and the existing WC Crude Crude Petroleum Supply Agreement(s) are cash net settled at market prices.

the three months ended March 31, 2025, our sales consisted of storage services and the sale of crude oil or like products and

transportation logistic services.

For the three months ended March 31, 2025 and 2024, disaggregated revenue by customer type was as

and $ 16,021,391 in

terminaling and storage and $ 13,476,255 and none

in Transportation Logistics.

During the fourth quarter of 2024, the Company entered into a Crude Petroleum Sales Agreement with

third parties for the purchase and sale of crude petroleum products in North Dakota.

The Company realized sales of $ 13,269,810

from these contracts for the three months ended March 31, 2025.

Related Party Revenues

Our revenue from related parties for the three months ended March 31, 2025 and 2024 was $ 4,551,775 and $ 3,108,226 .

We sell crude oil or like products and provide storage services to related parties under long-term contracts.

We acquired these contracts in our August 1, 2022 acquisition of Silver Fuels Delhi, LLC and White Claw Colorado City, LLC.

Our revenue from related parties for 2024 and 2023 was $ 17,119,485 and $ 9,834,095 .

During the third quarter of 2024, the Company entered into a Crude Petroleum Sales Agreement with WC Crude.

Both the WC Crude Crude Petroleum Sales Agreement and the existing WC Crude Crude Petroleum Supply Agreement(s) are cash net settled at market prices.

We acquired these contracts in our August 1, 2022 acquisition of Silver Fuels Delhi, LLC and White Claw Colorado City, LLC and our October 1, 2024 acquisition of Silver Fuels Processing, LLC.

These contracts were entered into in the normal course of our business.

We also provide pipeline throughput and trucking logistics services to related parties under long-term contracts.

We acquired these contracts in our October 1, 2024 acquisition of Endeavor Crude, LLC, Meridian Equipment Leasing, LLC.

These contracts were entered into in the normal course of our business.

Major Customers and Concentration of Credit Risk

The Company has two major customers, which account for approximately 99 % of the balance of accounts receivable as of September 30, 2024 and 2023.

Our two major customers (one of which is a related party) accounted for 99 % of the Company’s revenues for the nine months ended September 30, 2024 and 2023.

Company has two major customers, which account for approximately 30.65 % and 100 % of

the balance of accounts receivable as of March 31, 2025 and 2024.

Our two major customers (one of which is a related party) account

for approximately 15.29 %

the Company’s revenues for the three months ended March 31, 2025 and 2024.

Advertising Expense

Advertising costs are expensed as incurred.

The Company did no t incur advertising expense for the nine months ended September 30, 2024 and 2023.

The Company did not incur advertising expense for the three months ended March 31, 2025 and 2024.

Net Income/Loss Per Share

2 unchanged sentences

Potential dilutive instruments have been excluded from the calculation of the weighted-average number of common shares outstanding when the Company is in a net loss position.

For the three and nine months ended September 30, 2024 and 2023 our potential dilutive instruments were excluded from the weighted-average calculation as they were antidilutive.

Potential dilutive instruments as of September 30, 2024 and 2023 include the following:

For the three and three months ended March 31, 2025 and 2024 our potential dilutive instruments were excluded from the weighted-average calculation as they were antidilutive.

Potential dilutive instruments as of March 31, 2025 and 2024 include the following:

convertible notes payable, which are convertible into approximately 10,471,437 and 224,560 shares of common stock, stock options and vesting or unissued stock awards granted to previous and current employees of 2,420,081 and 2,281,673 shares of common stock, stock options and vesting or unissued stock awards granted to board members or consultants of 479,685 and 690,304 shares of common stock.

The Company issued free standing stock options to purchase 1,000,000 shares of our common stock to a third party in a bundled transaction with debt during 2023 (see Note 6), which such stock option was exercised in September 2024 for a reduction in debt.

The Company also has warrants outstanding to purchase 399,040 shares of common stock as of September 30, 2024 and 2023.

The Company issued free standing stock options to purchase 1,000,000 shares of our common stock to a third party in a bundled transaction with debt during 2023, which such stock option was exercised in September 2024 for a reduction in debt.

The Company also had warrants outstanding to purchase 399,040 and 80,000 shares of common stock as of March 31, 2025 and 2024.

Use of Estimates

21 unchanged sentences

Going Concern & Liquidity

We have historically suffered net losses and cumulative negative cash flows from operations, and as of September 30, 2024, we had an accumulated deficit of approximately $72.8 72,791,791 million.

As of September 30, 2024 and 2023, we had a working capital deficit of approximately $ 42.5 million and $ 19 million, respectively.

As of September 30, 2024, we had cash of approximately $ 687 thousand.

As of September 30, 2024, we have current obligations to pay approximately $24.8 million of debt.

Of the $24.8 million, $13.8 million can be satisfied through the issuance of registered common stock under the terms of the debt.

Approximately $13 million ($9.1 million of unearned revenue $3.9 million in accounts payable (Note 5)) is related to the sale leaseback of our Remediation Processing Unit A & B, wash plant facilities, and our White Claw Colorado City site pipeline extension.

Once construction is completed of these sites, of the $13 million, approximately $7.1 million will be financed over eight years and $3.9 million (Note 7) will be financed over four years.

We have historically suffered net losses and cumulative negative cash flows from operations, and as of March 31, 2025, we had an accumulated deficit of approximately $98 98,067,305 million.

As of March 31, 2025 and December 31, 2024, we had a working capital deficit of approximately $ 99 million and $ 101.5 million, respectively.

As of March 31, 2025, we had cash of approximately $ 4.8 million, of which $4 million is restricted cash.

In addition, we have obligations to pay approximately $64.2 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 nine months ended September 30, 2024, 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, $2.2 million through a sale lease back agreement.

During the nine months ended September 30, 2024, we raised an additional $4.7 million through debt financings and $1.4 million through the sale of common stock.

During the three months ended March 31, 2025, subject to available cash flows, the Company continued its strategy to monetize its intellectual properties and execute its business plan, including the operation of the Endeavor Entities which were acquired in the fourth quarter of 2024.

To date we have financed our operations primarily through our operations, 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.

3 unchanged sentences

Property and Equipment

The following table sets forth the components of the Company’s property and equipment at September 30, 2024 and December 31, 2023:

The following table sets forth the components of the Company’s property and equipment at March 31, 2025 and December 31, 2024:

Schedule of property and equipment, net

September 30, 2024

December 31, 2023

Office furniture

Vehicles and trailers

Crude & NGL terminal and related equipment

Crude Oil Transfer Stations

Pipeline and related facilities

Finance lease- Right of use assets

1 unchanged sentence

Wash Plant Facilities

Cavitation device

Remediation Processing Unit 1

Remediation Processing Unit 2

Remediation Processing Unit System A

2 unchanged sentences

Total fixed assets

For the nine months ending September 30, 2024 and 2023, depreciation expense was $ 114,765 and $ 111,452 .

Equipment that is currently being manufactured is considered construction in process and is not depreciated until the equipment is placed into service.

the three months ending March 31, 2025 and 2024, depreciation expense was $ 3,527,645

and $ 37,151 .

During the three months ended March 31, 2025, we sold vehicles and trailers which cost $ 4,319,000 and had a net book value of

$ 3,079,913 at a loss of $ 1,597,913 .

The proceeds of $1,482,000 from these sales was used to pay down our notes payable Note 5).

Equipment that is currently being manufactured is considered construction in process and is not depreciated until the equipment is

placed into service.

Equipment that is temporarily not in service is not depreciated until placed into service.

Intangible Assets, Net and Goodwill

The following table sets forth the components of the Company’s intangible assets at September 30, 2024 and December 31, 2023:

Schedule of components of intellectual property

September 30, 2024

December 31, 2023

Extraction Technology patents

Extraction Technology

Acquired crude oil contracts

Total intangible assets

The changes in the carrying amount of goodwill are as follows:

Schedule of goodwill

January 1, 2023

Business combination acquisition (1)

December 31, 2023

September 30, 2024

The measurement of assets acquired and liabilities assumed in the business combination is based on preliminary estimates made by management and subject to adjustment within twelve months.

Management hired a valuation expert who performed a valuation study to calculate the fair value of the acquired assets, assumed liabilities and goodwill within twelve months.

Based on the valuation study, we increased the fair value of goodwill and decreased the value of the acquired contracts by $2.3 million in 2023.

Accounts Payable and Accrued Expenses

1 unchanged sentence

Schedule of accounts payable and accrued expenses

September 30,

Accounts payable

Office access deposits

Unearned revenue

Accrued interest (various notes and loans payable)

Accrued interest (working interest royalty programs)

Accrued tax penalties and interest

1 unchanged sentence

Schedule of accounts payable and accrued expenses related parties

September 30,

Accounts payable- related parties

2 unchanged sentences

Accrued compensation

For the nine months ended September 30, 2024, our accounts payable and accrued expenses include unverified billings from a service provider in the amount of $ 371,075 , of which the Company is in the process of reviewing and may dispute in the near future.

As of September 30, 2024 and December 31, 2023, our accounts payable are primarily made up of trade payables for the purchase of crude oil and unearned revenue related to the construction of and intended sale leaseback of Remediation Processing Unit- System A & B.

As of September 30, 2024 and December 31, 2023, trade accounts payables in the amount of $ 109,129 and $ 1,933,817 is with a vendor who our CEO is a beneficiary of.

As of September 30, 2024 and December 31, 2023, accounts payable related to consulting services rendered of $ 596,341 and $ 178,325 , are with a vendor who our CEO is a beneficiary of.

As of September 30, 2024, accrued compensation to current employees includes $ 147,982 in accrued vacation pay due to our Chief Executive Officer, which may be payable in cash or stock if unused, and $ 315,627 due to our Chief Financial Officer, which includes $ 90,002 in accrued sick and vacation pay is payable in cash if unused and $ 168,443 in accrued bonuses.

For the three months ended March 31, 2025, our accounts payable and accrued expenses include unverified billings from a service provider in the amount of $ 371,075 , of which the Company is in the process of reviewing and may dispute in the near future.

As of March 31, 2025 and December 31, 2024, our accounts payable are primarily made up of trade payables.

As of March 31, 2025 and December 31, 2024, trade accounts payables in the amount of $ 2,321,673 and $ 3,433,706 is with a vendor who our CEO or an executive is a beneficiary of.

As of March 31, 2025 and December 31, 2024, accounts payable related to consulting services rendered of none and $ 252,777 , are with a vendor who our CEO is a beneficiary of.

As of March 31, 2025, accrued compensation to current employees includes $ 185,676 in accrued vacation pay due to our Chief Executive Officer, which may be payable in cash or stock if unused, and $ 287,105 due to our Chief Financial Officer, which includes $ 114,226 in accrued sick and vacation pay is payable in cash if unused and $ 100,000 in accrued bonuses.

Accrued compensation includes prorated year end accrued cash bonuses that are considered probable.

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 is 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.

Loans and Notes Payable

2 unchanged sentences

Schedule of loans and notes payable

September 30,

Various promissory notes and convertible notes

Novus Capital Group LLC Note

National Buick GMC

Various promissory notes for vehicle financing

Blue Ridge Bank

2 unchanged sentences

Trading & Cont.

Justin Ellis (b)

Cedarview Opportunities Master Fund LP

Business First Bank

Note payable to Pilot OFS Holdings, LLC

Maxus Capital Group, LLC

Curve Capital, LLC

Agile Capital Funding, LLC

Total notes payable

3 unchanged sentences

Schedule of loans and notes payable related parties

September 30,

Jorgan Development, LLC

Ballengee Holdings, LLC (c)

Jorgan Development, LLC (l)

Ballengee Holdings, LLC (m)

Tyler Nelson (n)

Triple T Trading Company LLC

Waskom, LLC (o)

Total notes payable- related parties

2 unchanged sentences

Schedule of maturities of loans and notes payable

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

Trading & Cont.

(DIC) submitted a Notice of Exercise directly to our transfer agent to exercise its non-qualified 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 the note payable.

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 the remaining portion of note payable is anticipated to be paid out of operations of the RPC per the terms of the note agreement as previously disclosed.

On July 8, 2024, we received a loan from a non-affiliated individual lender in the principal amount $350,000, and in connection therewith, the Company agreed to issue 15,982 ($35,000) restricted shares of the Company’s common stock.

As of September 30, 2024, these shares have not been issued and are accrued for in accounts payable until issued.

The loan bears interest at the rate of 10% per annum.

The loan originally matured on December 31, 2024 and was amended on July 19, 2024 to mature on September 30, 2025.

The note allows the holder to convert the outstanding principal and interest due under the 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 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 from the lender.

As previously disclosed, on May 23, 2024, we issued a promissory note to Ballengee Holdings, LLC, in the principal amount of up to $1,500,000, for which loan advances of $804,150 have been made to the Company.

Additionally, on July 5, 2024, the Company received a loan from Ballengee Holdings, LLC, in the principal amount of $500,000, and in connection therewith, we agreed to issue 21,552 ($50,000) restricted shares of the Company’s common stock, which is currently accrued in related party accounts payable in stock until the shares are issued.

The loan bears interest at the rate of 10% per annum.

The loan originally matured on December 31, 2024 and was amended on July 19, 2024 to mature on September 30, 2025.

As previously disclosed, on May 23, 2024, we issued a promissory note (the “Note”), to Ballengee Holdings, LLC, in the principal amount of up to $1,500,000, for which loan advances of $804,150 have been made to the Company.

The loan bears interest at the rate of 10% per annum.

The loan originally matured on December 31, 2024 and was amended on July 19, 2024 to mature on September 30, 2025.

On March 17, 2025, the Company issued a junior secured convertible promissory note due to J.J.

(the “Lender”), in the principal amount of $6,625,000, in connection with a Loan and Security Agreement entered into by and between the Company, its subsidiaries, and the Lender.

The Company received $5,000,000, before deduction of closing fees.

The note is payable to the Lender over forty-two equal weekly installments of $157,739, which may be paid in cash or, at the option of the Company once an applicable resale registration statement covering the conversion shares is declared effective by the SEC, in free trading shares of its common stock issued at a twenty percent (20%) discount to the lower of either the previous day’s closing price or the average of the four lowest volume-weighted average prices during the prior twenty (20) trading days.

The note does not bear interest unless an event of default shall occur and is continuing.

The Company agreed to issue the Lender 250,000 shares of its common stock as additional consideration for the loan.

Commitments and Contingencies

Finance Leases

On August 9, 2024, our subsidiary White Claw Colorado City, LLC (“WCCC”), entered into a supplement (“Supplement No.

4”) to an existing Master Agreement (the “Master Agreement”) with Maxus Capital Group, LLC (“Maxus”).

Under Supplement No.

4, Maxus agreed to finance approximately $2.1 million for the build-out of certain equipment and facilities related to a pipeline extension at our WCCC facility in Texas.

Once the relevant equipment is constructed Maxus will own the addition and we will lease these additions from Maxus under the terms of Supplement No.

Under the terms of the lease, we expect our lease payments to Maxus to be approximately $ 32,161 per month over four years, with an early buyout option or option at the end of the base term to purchase the wash plant equipment for approximately $ 374,702 or lease-end option to purchase the facilities for the fair market value.

We anticipate that the lease will commence in the first quarter of 2025.

On June 18, 2024, our subsidiary WCCC, entered into a supplement (“Supplement No.

3”) to an existing Master Agreement (the “Master Agreement”) with Maxus.

Under Supplement No.

3, Maxus agreed to finance approximately $1 million for the build-out of certain equipment and facilities related to the wash plant we are in the process of constructing on land leased by our subsidiary, VivaVentures Remediation Corp., in Houston, Texas.

Once the relevant equipment is constructed Maxus will own the equipment and we will lease these additions to our wash plant facility from Maxus under the terms of Supplement No.

Under the terms of the lease, we expect our lease payments to Maxus to be approximately $ 58,595 per month over four years, with an early buyout option or option at the end of the base term to purchase the wash plant equipment for approximately $ 683,000 or lease-end option to purchase the facilities for the fair market value.

We anticipate that the lease will commence in the first quarter of 2025.

As previously disclosed, on May 23, 2023 we entered into a supplement (“Supplement No.

2”) to the Master Agreement Maxus, under which Maxus funded approximately $2.2 million to finance the build-out of other Houston wash plant equipment additions, which such lease was anticipated to commence in the second quarter of 2024.

As of September 30, 2024, we anticipate that this lease will now commence in the first quarter of 2025.

Under the terms of this lease, we expect our lease payments to Maxus under the supplement to be approximately $ 57,962 per month over four years, with an early buyout option of approximately $ 685,000 or lease-end option to purchase the facilities for the fair market value.

Because we were involved in the construction of the wash plant and the Texas pipeline extension, and were responsible for paying a portion of the construction costs, we evaluated the control criteria in ‘build to suit’ lease accounting guidance under GAAP ASC 842 (Leases) where the Company was deemed, for accounting purposes, to have control of the wash plant and pipeline extension during the construction period.

Accordingly, the Company recorded project construction costs incurred during the construction period for the wash plant and pipeline extension incurred by the landlord as a construction-in-process asset and a related financing obligation on our consolidated balance sheets.

The total of the projects’ construction costs have been capitalized and recorded to construction-in-process within ‘Property and equipment, net’.

The total $3.9 million of construction costs funded by Maxus have been recorded as a component of ‘Accounts payable and accrued expenses.

Employment Agreements

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

On February 11, 2025, we entered into a Consulting Agreement with WSGS, LLC for management consulting services.

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 under our 2023 Equity Incentive Plan.

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 we entered into an Agreement and Plan of Merger 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.

On February 10, 2025, we entered into a Side Letter related to our Executive Employment Agreement with our Chief Financial Officer, and dated June 13, 2024 and the Promissory Note issued to Mr.

Nelson dated June 13, 2024, under which we amended and clarified Mr.

Nelson’s Employment Agreement and the Promissory Note to (i) clarify that effective October 1, 2024, Mr.

Nelson’s Employment Agreement is with Vivakor Administration, LLC with all material obligations guaranteed by us, (ii) confirming the Promissory Note is still our primary obligation;

(iii) confirming the payment obligations of the company are triggered but not just fund raising by the company but also fundraising by our subsidiaries, that the maturity date under the Promissory Note is extended until June 30, 2025, and that a 5% fee will be assessed on the outstanding principal and interest due under the Promissory Note as of December 31, 2024 as a result of the Promissory Note not being paid by December 31, 2024, and (iv) to clarify that no taxable event will occur related to amounts due under the Promissory Note until those amounts are actually paid by the Company to Mr.

On February 10, 2025, we entered into an

Amendment No.

1 to our Employment Agreement with Mr.

Les Patterson, our Vice President, Operations & Construction.

Employment Agreement misstated Mr.

Patterson’s annual equity compensation, which was agreed to be annual equity compensation

equal to not less than $100,000 to be paid in equal quarterly installments of $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 $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

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

Employment Agreement.

These shares were issued unrestricted under the Company’s 2023 Equity and Incentive Plan as registered on

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.

These shares are due to be issued unrestricted under the Company’s 2023 Equity and Incentive Plan as registered

Share-Based Compensation & Warrants

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The Company has granted stock-based compensation to employees, including stock options and stock awards in conjunction with our Board of Director and executive employment agreements, including stock awards and bonuses that are prorated or vest.

In 2024, we issued additional stock awards for 450,244 common shares that vested immediately or that will vest quarterly in conjunction with annual compensation for current and a new Board of Direct compensation, and three executed executive employment contracts.

In 2023, our CEO’s executive employment agreement renewed including stock awards of 1,657,016 common shares that vest quarterly, and the continued vesting of two stock incentive awards issued to our Executive Vice President, Operations quarterly of 245,536 common shares, one of which vests quarterly and second cliff vests at 12 and 18 months.

For the nine months ended September 30, 2024, stock-based compensation was $ 1,626,409 .

Non-statutory stock-based compensation was $ 92,522 for the nine months ended September 30, 2024.

There were no other options or awards granted during the nine months ended September 30, 2024.

The following table summarizes all stock option activity of the Company for the nine months ended September 30, 2024 and 2023:

In 2025, we issued additional stock awards to

our Chief Executive Officer, of 160,266 shares

of our common stock (net of tax withholdings) under the terms of his employment agreement for his services rendered from October 28,

2024 to January 27, 2025.

Based on the renewal of the CEO’s employment agreement, we owe Mr.

Ballengee 688,891 shares of

Common Stock for his employment period beginning October 28, 2024 through October 27, 2025, to be paid in three equal quarterly

installments of 172,222 shares of Common Stock, and one installment of 172,225 shares (prior to tax withholdings).

employment agreement with our Chief Financial Officer, he is due bonuses at various times and/or upon certain events happening,

namely an annual cash incentive bonus for December 31, 2024 of $ 225,000 ,

an annual equity incentive bonus of $ 112,500 ,

and a bonus for the close of the acquisition of the Endeavor Entities of $ 100,000 paid

in stock, totaling $ 437,500 ,

due in shares of common stock, which total 462,462 shares

of common stock (prior to tax withholdings) based on the employment agreement.

We issued stock for these bonuses in February 2025,

and issued 105,213 shares after tax withholdings.

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

1 to our Employment

Agreement with our Vice President, Operations & Construction, which issued 74,701 additional

shares of our common stock, which is valued at $ 75,000 .

We also have quarterly stock issuances to independent board members as part of their compensation, which included 32,421 shares

to be issued for the three months ended March 31, 2025.

In 2024, we issued additional stock awards that vest quarterly in

conjunction with annual compensation for current and a new Board of Direct compensation, and one employment contract.

For the three

months ended March 31, 2025, stock-based compensation was $ 501,423 .

On February 11, 2025, we entered into a Consulting Agreement with WSGS, LLC for management consulting services.

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

under our 2023 Equity Incentive Plan.

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

The principal of WSGS, LLC is also a former officer and director of Empire Diversified Energy, Inc., a Delaware corporation,

that we entered into an Agreement and Plan of Merger 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.

Consulting stock-based compensation was $ 300,000 for

the three months ended March 31, 2025.

There were no other options or awards granted during the three months ended March 31, 2025.

The following table summarizes all stock option activity of the Company for the three months ended March 31, 2025 and 2024:

Schedule of option activity

Outstanding, December 31, 2024

Outstanding, September 30, 2024

Outstanding, March 31, 2025

Outstanding, December 31, 2023

Outstanding, September 30, 2023

Outstanding, March 31, 2024

Exercisable, December 31, 2024

Exercisable, September 30, 2024

Exercisable, March 31, 2025

Exercisable, December 31, 2023

Exercisable, September 30, 2023

As of September 30, 2024 and 2023, the aggregate intrinsic value of the Company’s outstanding options was approximately none .

Exercisable, March 31, 2024

As of March 31, 2025 and 2024, the aggregate intrinsic value of the Company’s outstanding options was approximately none .

The aggregate intrinsic value will change based on the fair market value of the Company’s common stock.

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The estimated annual effective tax rate is then applied to year-to-date ordinary income or loss to calculate the year-to-date interim tax provision.

The Company recorded a provision for income taxes of $ 33,983 and $ 800 for the nine months ended September 30, 2024 and 2023, respectively.

The Company is projecting a ( - 0.73 % ) effective tax rate for the year ending December 31, 2024, which is primarily the result of permanent book to tax differences, increase in the valuation allowance, and the change in the naked credit deferred tax liability.

The Company’s effective tax rate for the year ending December 31, 2023 was ( - 0.87 % ), which was primarily the result of prior year true-ups and permanent adjustments.

Company recorded a provision for income taxes of none and $ 800

for the three months ended March 31, 2025 and 2024, respectively.

The Company is projecting a - 0.95 %

effective tax rate for the year ending December 31, 2025, which is primarily the result of permanent book to tax differences,

increase in the valuation allowance, and the change in the naked credit deferred tax liability.

The Company’s effective tax rate

for the year ending December 31, 2024 was - 0.57 % ,

which was primarily the result of prior year true-ups and permanent adjustments.

Related Party Transactions

In 2023 we subleased office space to Spectra Global Cuisine, LLC (Spectra), which shares officers with WealthSpace, LLC (the Fund Manager of VWFI).

For the nine months ended September 30, 2024, we realized $ 115,000 in office sublease lease revenue from Spectra.

As of September 30, 2024, the Company is carrying accounts receivable of $ 137,000 related to this sublease.

On June 15, 2022, we entered into a Membership Interest Purchase Agreement (the “MIPA”), with Jorgan Development, LLC, (“Jorgan”) and JBAH Holdings, LLC, (“JBAH” and, together with Jorgan, the “Sellers”), as the equity holders of Silver Fuels Delhi, LLC (“SFD”) and White Claw Colorado City, LLC (“WCCC”) whereby, at closing, which occurred on August 1, 2022, we acquired all of the issued and outstanding membership interests where the consideration included secured three-year promissory notes issued by us in favor of the Sellers (the “Notes”).

At the time of the closing of these transactions Jorgan, JBAH, and our newly hired CEO, James Ballengee were not considered related parties.

As James Ballengee is now our Chief Executive Officer and is the beneficiary of Jorgan and JBAH, and the Sellers are significant shareholders, certain transactions, as noted below, related to Jorgan, JBAH, and James Ballengee are now considered related party transactions.

As of September 30, 2024 and 2023, we have accrued interest of approximately none and $ 232,745 owed on the note.

For the nine months ended September 30, 2024 and 2023, we made cash payments of $ 2,077,755 and $ 2,807,032 on the note.

On June 15, 2022, we entered into a Membership Interest Purchase Agreement (the “MIPA”), with Jorgan Development, LLC, (“Jorgan”) and JBAH Holdings, LLC, (“JBAH” and, together with Jorgan, the “Sellers”), as the equity holders of Silver Fuels Delhi, LLC (“SFD”) and White Claw Colorado City, LLC (“WCCC”) whereby, the consideration for the membership interests included the notes in the amount of $ 286,643 to JBAH and $ 28,377,641 to Jorgan, which accrued interest of prime plus 3% on the outstanding balance of the notes.

The principal amount of the Notes, together with any and all accrued and unpaid interest thereon, will be paid to on a monthly basis in an amount equal to the Monthly Free Cash Flow continuing thereafter on the twentieth (20 th ) calendar day of each calendar month thereafter.

Monthly Free Cash Flow means cash proceeds received by SFD and WCCC from its operations minus any capital expenditures (including, but not limited to, maintenance capital expenditures and expenditures for personal protective equipment, additions to the land/current facilities and pipeline connections) and any payments on the lease obligations of SFD and WCCC.

For the three months ended March 31, 2025 and 2024, we have made cash payments of $ 451,082 and $ 2,493 .

In the business combination of acquiring WCCC we also acquired WCCC’s Oil Storage Agreement with White Claw Crude, LLC (“WC Crude”), who shares a beneficiary, James Ballengee, with Jorgan and JBAH.

2 unchanged sentences

The agreement expires on December 31, 2031.

For the nine months ended September 30, 2024 and 2023, we realized tank storage revenue of approximately $ 1,350,000 and $ 1,351,237 .

We have received tank storage revenue of approximately $ 450,000 for the three months ended March 31, 2025 and 2024, respectively.

In the business combination of acquiring SFD, we acquired an amended Crude Petroleum Supply Agreement with WC Crude (the “Supply Agreement”), under which WC Crude supplies volumes of Crude Petroleum to 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.

1 unchanged sentence

The Supply Agreement expires on December 31, 2031.

For the nine months ended September 30, 2024 and 2023, we made crude oil purchases from WC Crude of $ 33,236,475 and $ 26,373,647 , respectively, and received deficiency payments of $ 661,186 and $ 364,309 , respectively.

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

During the third quarter of 2024, the Company entered into a Crude Petroleum Sales Agreement with WC Crude.

Both the WC Crude Crude Petroleum Sales Agreement and the existing WC Crude Crude Petroleum Supply Agreement(s) are cash net settled at market prices.

We produced and sold crude and natural gas liquids to WC Crude in the amount of $ 17,119,485 and $ 9,599,740 , respectively, for the nine months ended September 30, 2024 and 2023.

For the three months ended March 31, 2025 and 2024, we made crude oil purchases from WC Crude of $ 3,594,162 and $ 11,620,447 and received deficiency payments of $478,918 and $547,839.

In addition, SFD has a sales agreement to sell a natural gas liquid product and crude petroleum products to WC Crude.

These sales agreements are cash net settled at market prices.

We produced and sold crude and natural gas liquids to WC Crude in the amount of $ 1,585,303 and $ 2,657,906 for the three months ended March 31, 2025 and 2024.

In the business combination of acquiring SFD and WCCC we also entered into a Shared Services Agreement with Endeavor Crude, LLC (“Endeavor”), who shares a beneficiary, James Ballengee, with Jorgan and JBAH.

Under this agreement, we have the right, but not the obligation to use Endeavor for certain consulting services.

For the nine months ended September 30, 2024 and 2023, Endeavor rendered services in the amount of $ 596,341 and $ 254,946 , respectively.

On May 14, 2024, we issued a promissory note, to James Ballengee, in the principal amount of up to $ 1,500,000 , for which loan advances will be made to the Company as requested.

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

The intent of the promissory note is to be short term in nature and be repaid in 30 days.

Any amounts that are not repaid in 30 days will bear interest thereafter at a rate of 11 % per annum.

Each advance matures after six months from the date the Company receives the funds.

On May 23, 2024, we issued a promissory note to Ballengee Holdings, LLC, of which our Chief Executive Officer is the beneficial owner, which replaced and rescinded the above referenced note with James Ballengee effective back to May 14, 2024, under the same terms such that all obligations under the notes are the responsibility of Ballengee Holdings, LLC and the prior note with James Ballengee is no longer enforceable.

As of September 30, 2024, the principal balance and accrued interest of this note was $ 804,150 and $ 21,274 .

On June 13, 2024, we owed our Chief Financial Officer $ 1,167,750 in accrued salary and bonuses, plus interest (together, the “Accrued Compensation”), for serving as the Company’s Chief Financial Officer, and executed a Settlement Agreement where the Accrued Compensation would be paid under the terms of a straight promissory note in the principal amount of the Accrued Compensation.

Under the terms of the note, the amounts due will accrue interest at 8% per annum and will be paid by paying 5% of any money received by the Company from closed future financings or acquisition/merger/sale transactions until the note has been paid in full.

In the event the note has not been paid in full by December 31, 2024, the note will mature and any amounts due thereunder will be due and payable in full on such date.

As of September 30, 2024 the balance of principal and accrued interest was $ 1,115,849 and $ 6,695 .

On July 5, 2024, the Company received a loan from Ballengee Holdings, LLC, in the principal amount of $500,000, and in connection therewith, we agreed to issue 21,552 ($50,000) restricted shares of the Company’s common stock, which is currently accrued in related party accounts payable in stock until the shares are issued.

The loan bears interest at the rate of 10 % per annum.

The loan originally matured on December 31, 2024 and was amended on July 19, 2024 to mature on September 30, 2025.

As of September 30, 2024 the balance of principal and accrued interest was $ 500,000 and $ 11,957 .

Under this agreement, we had the right, but not the obligation to use Endeavor for consulting services.

Since acquiring Endeavor this contract is eliminated upon consolidation for the three months ended March 31, 2025.

For the three months ended March 31, 2024, Endeavor rendered services in the amount of $ 36,252 .

We have an existing note payable issued to Triple T, which is owned by Dr.

Khalid Bin Jabir Al Thane, the 51% majority-owner of Vivakor Middle East LLC.

The note is interest free, has no fixed maturity date and will be repaid from revenues generated by Vivakor Middle East LLC.

As of September 30, 2024 and 2023, the balance owed was $ 395,036 and $ 365,857 , respectively.

Khalid Bin Jabor Al Thani, the 51 % majority-owner of Vivakor Middle East LLC The note is interest free, has no fixed maturity date and will be repaid from revenues generated by Vivakor Middle East LLC.

As of March 31, 2025 and 2024, the balance owed was $ 413,166 and $ 380,510 .

Upon the Closing of our acquisition of the Endeavor Entities on October 1, 2024, we acquired Trucking Transportation Agreement & Addendum with White Claw Crude, LLC (“WC Crude”), who shares a beneficiary, James Ballengee, with Jorgan and JBAH.

Under this agreement, WC Crude must, through its own operations or source for the Company, a minimum volume of 75,000 barrels of product per day for our trucking logistics services.

The agreement expires on December 31, 2034.

For the three months ended March 31, 2025, we realized related party trucking revenue related to this agreement of $ 1,934,106 .

Upon the Closing of our acquisition of the Endeavor

Entities on October 1, 2024, we acquired a Station Throughput Agreement with Posse Wasson, LLC (Posse Monroe, LLC) (“Posse”),

who shares a beneficiary, James Ballengee, with Jorgan and JBAH.

Under this agreement, Possee must source for the Company, a minimum volume

of 230,000 barrels per month through our storage facility at $0.275 per barrel, guaranteeing $759,000 of throughput revenue on an annual

The agreement expires on December 31, 2034.

For the three months ended March 31, 2025, we realized revenue related to this

agreement of $ 201,600 .

Upon the Closing of our acquisition of the Endeavor

Entities on October 1, 2024, we acquired a Station Throughput Agreement with WC Crude, who shares a beneficiary, James Ballengee, with

Jorgan and JBAH.

Under this agreement, WC Crude must source for the Company, a minimum volume of 200,000 barrels per month through our storage

Omega Gathering Pipeline at $1.00 per barrel, guaranteeing $2,400,000 of throughput revenue on an annual basis.

The agreement expires

on December 31, 2034.

For the three months ended March 31, 2025, we realized revenue related to this agreement of $ 378,535 .

The Company has two reportable operating segments, which consist of trucking logistics services and terminaling and storage product and services, and uses segment income/(loss) from operations to assess performance against forecasted results and allocate resources to its segments.

Segment income/(loss) from operations is determined on the same basis as consolidated income/(loss) from operations presented in the Company’s consolidated statements of operations.

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.

Our chief operating decision maker (CODM) is our

Chief Executive Officer, James Ballengee.

The CODM uses segment income/(loss) from operations before income taxes for purposes of allocating

resources and evaluating financial performance predominantly in the annual budget and forecasting process.

The CODM considers budget-to-actual

variances on a quarterly basis using the segment income/(loss) before taxes measure when making decisions about allocating capital and

personnel to the segments.

The CODM does not review assets in evaluating the results of the operating segments, and therefore, such information

is not presented.

Segment revenue, significant segment expenses, income/(loss) from operations, other income/(expense) and income/(loss)

before income tax for the three months ended March 31, 2025 are as follows:

Three Months Ended March 31, 2025

Schedule of segments

Transportation

Revenues- related party

Total revenues

Cost of revenues

Operating expenses:

General and administrative

Amortization and depreciation

Total operating expenses

Loss from operations

Other income (expense):

Unrealized gain (loss) on marketable securities

Loss on disposition of asset

Interest income

Interest expense

Interest expense- related parties

Total other income (expense)

Loss before provision for income taxes

Consolidated net loss

Net loss attributable to noncontrolling interests

Net loss attributable to Vivakor, Inc.

Subsequent Events

The Company has evaluated subsequent events through the date the financial statements were available to issue.

Acquisition of Endeavor Entities

On October 1, 2024, Jorgan Development, LLC, a Louisiana limited liability company (“Jorgan”) and JBAH Holdings, LLC, a Texas limited liability company (“JBAH” and, together with Jorgan, the “Sellers”), as the equity holders of 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, the “Endeavor Entities”) closed the transactions that were the subject of the previously-disclosed Membership Interest Purchase Agreement among them dated March 21, 2024, as amended (the “MIPA”) (the “Closing”).

In accordance with the terms of the MIPA, at the Closing, the Company acquired all of the issued and outstanding membership interests in each of the Endeavor Entities (the “Membership Interests”), making them wholly-owned subsidiaries of the Company.

The Endeavor Entities 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, the trucking fleet hauls approximately 60,000 barrels of crude oil, tank bottoms, and petroleum wastes, and approximately 30,000 barrels of produced water.

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

The purchase price for the Membership Interests is $ 120 million (the “Purchase Price”), subject to post-closing adjustments, including a reduction for assumed debt and a possible increase for an earn-out adjustment, payable by the Company in a combination of Company common stock, $ 0.001 par value per share (“Common Stock”) and Company Series A Preferred Stock $ 0.001 par value per share (“Preferred Stock”).

The Preferred Stock will have the terms set forth in the Series A Preferred Stock Certificate of Designations, including, but not limited to, liquidation preference over the Common Stock, 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 greater 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 ($1.00) per share of Common Stock.

The Sellers are beneficially owned by James Ballengee, the Company’s chief executive officer and principal shareholder.

The Company is currently still calculating the reduction in the Purchase Price, as a result of Endeavor Entities debt that the Company assumed at Closing.

As a result of the Closing, the Company will issue to the Sellers, (i) a number of shares of Common Stock equal to an undivided nineteen and ninety-nine hundredths percent (19.99%) of all of the Company’s issued and outstanding Common Stock immediately prior to Closing, or a lesser percentage, if such issuance would result, when taking into consideration the percentage of Common Stock owned by Sellers prior to such issuance, in Sellers owning in excess of 49.99% of the Common Stock issued and outstanding on a post-Closing basis, with such shares of Common Stock valued at $1.00 per share (the “Common Stock Consideration”), and (ii) a number of shares of Preferred Stock equal to the Purchase Price, less the value of the Common Stock Consideration (the “Preferred Stock Consideration”).

Sellers will entered into 18-month lock-up agreements at Closing, with regard to the Common Stock Consideration and any Common Stock they receive during the lock-up period in connection with conversions of Preferred Stock or the payment of dividends on the Preferred Stock.

According to our Chief Financial Officer’s previously disclosed employment contract, upon the closing (October 1, 2024) of the Endeavor Entities, he will be paid $200,000, with $100,000 to be paid in cash and the remaining $100,000 to be paid in shares of the Company’s common stock, valued at approximately $1.89 per share.

Upon the Closing of our acquisition of the Endeavor Entities, the parties of that certain Membership Interest Purchase Agreement dated June 15, 2022, and the Amendment of Transaction Documents Related to Threshold Payment dated March 31, 2024 (together, the “2022 MIPA”), agreed that Section 8.7 Unwinding of the 2022 MIPA expired and is no longer enforceable.

As a result, the selling entities in the 2022 MIPA no longer have the right to unwind our acquisitions of White Claw Colorado City and Silver Fuels Dehli.

Executive Employment Agreements

In connection with the Closing of the Endeavor Entities on October 1, 2024, the Company entered into an executive employment agreement with Russ Shelton (the “Shelton Agreement”) with respect to the Company’s appointment of Mr.

Shelton as Executive Vice President and Chief Operating Officer of the Company.

Pursuant to the Shelton Agreement, Mr.

Shelton will receive (i) base salary compensation of $337,000 USD annually (the “Base Compensation”);

(ii) an annual cash and equity incentive compensation of up to $808,000 based upon certain performance criteria as more particularly described therein.

As an inducement to enter into the Shelton Agreement, Mr.

Shelton shall receive a one-time signing 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 promptly after the Effective Date, as defined therein.

Pursuant to the Shelton Agreement, Mr.

Shelton’s employment is at-will under Texas law, except as modified therein.

Shelton’s employment with Vivakor Administration, LLC, a subsidiary of the Company, began on October 1, 2024.

On October 1, 2024 (the “Effective Date”), Vivakor Administration, LLC, a subsidiary of Vivakor, Inc, entered into an executive employment agreement with Jeremy Gamboa as the Company’s Division President, Logistics (the “Gamboa Agreement”).

The Gamboa Agreement provides for an annual base salary of $ 325,000 and provides for annual incentive cash and equity compensation of up to $780,000, based on certain performance goals as further set forth therein.

As an inducement to enter into the Gamboa Agreement, Mr.

Gamboa shall receive a one-time signing grant of Vivakor common stock equivalent in value to $150,000, which is priced per share based on the volume-weighted average price for the preceding five (5) trading days prior to the execution date of the Gamboa 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.

Pursuant to the Gamboa Agreement, Mr.

Gamboa’s employment is at-will under Texas law, except as modified therein.

Upon the Closing of our acquisition of the Endeavor Entities, a certain Subordinated Business Loan and Security Agreement by and between Agile Capital Funding, LLC and Agile Lending, LLC (the lenders and Endeavor Crude, LLC, Meridian Equipment Leasing, LLC, and Silver Fuels Processing, LLC (the borrowers) dated September 27, 2024 (the “Agile Agreement”) will be contained in our consolidated financial statements going forward.

Under the Agile Agreement, the listed borrowers received $1,420,000 in October 2024.

Loan and Security Agreement and Issuance of Secured Promissory Note

On October 31, 2024, Vivakor, Inc., as the borrower, and certain of its 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, the Company 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.

On November 5 and 6, 2024, 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 (the “Previous Cedarview Loan”).

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

As a result, the Company will be obligated to make 12 equal monthly payments of $343,506.42 beginning November 30, 2024.

In the event of any prepayment, the Company shall pay a prepayment premium in the amount of ten percent (10%) of the balance of the Term Loan outstanding prior to such prepayment.

Notwithstanding the foregoing, if and when the Company raises in the aggregate $10,000,000 or more from the sale of its equity in sales (other than in connection with any acquisition, merger, or like transaction), the Company shall immediately offer to prepay the entire outstanding balance of the Term Loan, which offer may be accepted or rejected by the Agent.

In connection with the Loan Agreement, and as additional consideration for the Lender agreeing to loan funds to the Company thereunder, the Company issued an irrevocable letter to its transfer agent (the “Transfer Agent”) to reserve 3,000,000 shares of the Company’s common stock (the “Collateral Securities”) until the Term Loan is repaid in full.

In the event the Term Loan is not paid in full by the Maturity Date, the Agent may instruct the Transfer Agent to issue the Collateral Securities to the Agent, which the Agent may then sell until such time the amounts due under the Term Loan are repaid in full, after which any shares of Collateral Securities remaining shall be returned to the Company.

As a result of the Term Loan, and the use of proceeds of the Term Loan, the Previous Cedarview Loan has been paid in full and the irrevocable letter to the transfer agent regarding the Previous Cedarview Loan has been withdrawn.

In connection with the Closing of the Endeavor Entities on October 1, 2024, a certain Secured Promissory Note dated December 31, 2023, made by Meridian Equipment Leasing, LLC, as Borrower (“Borrower”), to the order of Pilot OFS Holdings LLC, as Lender (“Lender”), in the original principal amount of $ 12,500,000 plus the sum of $500,000 (the “Note”) will be contained in our consolidated financial statements going forward.

On October 1, 2024, the parties entered into a Letter Agreement regarding the Secured Promissory Note and related Loan Documents, which stipulates and agrees the amount outstanding pursuant to a certain AR Assignment (also acquired through the close of the Endeavor Entities) is equal to $2,910,574.

Upon the full and final closing and initial funding of a revolving line of credit from a specific lender, Borrower shall cause to be paid to Lender the outstanding AR balance of $2,910,574, plus interest at a rate of one and one-half percent (1.5%) per month on all amounts outstanding from July 1, 2024 through the date of repayment, no later than the close of business two (2) business days thereafter.

Borrower shall also cause to be paid $57,750, representing all amounts currently due and owing under the Truck Yard Leases (as defined below), all of which is stipulated and agreed to in exchange for the Lender entering into two amended secured promissory notes that extends the maturity dates of the loans to December 31, 2024, and the agree that the Truck Yard Leases are considered terminated effective as of September 30, 2024, which includes (a) that certain Lease Agreement dated effective December 31, 2023, by and between Borrower, as Tenant, and Pilot Travel Centers LLC, as Landlord, covering certain real property located at 306 E.

Greene St., Carlsbad, New Mexico 88220, as amended, (b) that certain Lease Agreement dated effective December 31, 2023, by and between Borrower, as Tenant, and Pilot Travel Centers LLC, as Landlord, covering certain real property located at 2260 US 181, Hobson, Texas 78117, as amended, and (c) that certain Lease Agreement dated effective December 31, 2023, by and between Borrower, as Tenant, and Pilot Travel Centers LLC, as Landlord, covering certain real property located at 620 S CR 153, Kenedy, Texas 78119, as amended (collectively, the “Truck Yard Leases”).

In connection with the Closing of the Endeavor Entities on October 1, 2024, a certain Repair and Maintenance Subscription Plan dated October 1, 2024 was entered into between Horizon Truck and Trailer, LLC, which is a related party as our Chief Executive Officer is the beneficiary, and Meridian Equipment Leasing, LLC (“MEL”) for the maintenance and repairs of all commercial trailers and tractors owned, leased, or controlled by MEL, which includes a $100,000 monthly retainer that is credited against open monthly charges and invoices.

On October 17 2024, our newly acquired subsidiaries under the Endeavor Entities, received funding of $ 530,000 under our May 14, 2024 promissory note between Vivakor, Inc.

and Ballengee Holdings, LLC, of which our Chief Executive Officer is the beneficial owner.

The Company also made payments of $ 530,000 on this promissory note in October 2024.

See Note 6 for further information regarding the promissory note between Ballengee Holdings, LLC and Vivakor, Inc.

On October 29, 2024, our subsidiary Meridian Equipment Leasing LLC (“MEL”), which subsidiary was acquired on October 1, 2024 in the acquisition of the Endeavor Entities, entered into a supplement (“Supplement No.

21”) to an existing Master Agreement (the “Master Agreement”) with Maxus Capital Group, LLC (“Maxus”).

Under Supplement No.

21, Maxus agreed to finance approximately $1.5 million for the build-out of a pipeline at our acquired pipeline facility in Oklahoma.

Once the pipeline is constructed Maxus will own the addition and we will lease these additions from Maxus under the terms of Supplement No.

Under the terms of the lease, we expect our lease payments to Maxus to be approximately $41,522 per month over four years, with an early buyout option or option at the end of the base term to purchase the wash plant equipment for approximately $484,111 or lease-end option to purchase the facilities for the fair market value.

We anticipate that the lease will commence in the first quarter of 2025.

On April 9, 2025, a Side Letter (the “Cedarview Side Letter”) with Cedarview Capital Management LLC (“Cedarview”) went effective which amended the terms of that certain Loan and Security Agreement we issued to Cedarview dated October 31, 2024 (the “Cedarview Loan”).

Under the terms of the Side Letter, we agreed to pay the remaining amounts we owe under the Cedarview Loan as follows:

(i) $589,890.37 on or before April 9, 2025, (ii) payments of $150,000 on each of April 30, 2025 and May 31, 2025, and (iii) four monthly payments of $645,684.69 until the Cedarview Loan has been paid in full.

In exchange for Cedarview agreeing to the extended repayment terms under the Side Letter for the Cedarview Loan we agreed we would (a) pay Cedarview 30% of any net amounts we receive from drawdowns from any equity lines of credit we do in the future as payments on the Cedarview Loan, (b) pay Cedarview 30% of any net proceeds received from the sale of any assets in the future as payments on the Cedarview Loan, and (c) issue Cedarview, or its assignees, 300,000 shares of our restricted common stock.

We paid the $ 589,890 on April 9, 2025 and issued Cedarview, and its assignees, 300,000 shares of our restricted common stock on April 11, 2025.

Between May 14, 2025 and May 19, 2025, we issued convertible promissory notes (the “Notes”), to several accredited investors

(the “Holders”), in the aggregate principal amount of $575,000 in connection with a Securities Purchase Agreement entered

into by and between the Company and the Holders (the “SPA”).

Under the terms of the SPA and the Notes, we received $500,000,

the Notes mature twelve months from the date of issuance, have a 15% original issuance discount, have a one-time ten percent (10%) interest

charge applied at the issuance date, and are convertible at eighty percent (80%) of the lower of (a) the closing price of the Company’s

common stock as traded on either the Nasdaq or the New York Stock Exchange or the NYSE Amex Exchange (as applicable) on the trading day

immediately prior to the date a notice of conversion is submitted in writing to the Company under the Note (each a “Notice Date”),

or (b) the average of the four lowest VWAPS over the twenty (20) trading days prior to the applicable Notice Date.

In connection with

the issuances of the Notes, we will issue the Holders 75,000 shares of our common stock as additional incentive to enter into the SPA

and the Notes.

On May 16, 2025, our subsidiary, Meridian Equipment Leasing, extended two lending agreements with Maxus Capital Gorup, LLC, which had

an aggregate principal balance of $4.8 million and a maturity of May 2025 to November 2025.

On May 20, 2025, we

issued an aggregate of 1,764,964 shares of our restricted common stock for quarterly dividend to the holders of our Series A Preferred

Of those shares, 1,384,311 were issued to Jorgan Development, LLC and 13,983 were issued to JBAH Holdings, LLC, both of which

are controlled by James Ballengee, our Chief Executive Officer.

On May 20, 2025 we issued 211,345 shares of common

stock related to our consulting agreement with WSGS, LLC for management consulting services of $136,000 from January 2025 through April

The principal of WSGS, LLC is also a former officer and director of Empire Diversified Energy, Inc., a Delaware corporation, that

we 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.

The shares were issued as unrestricted shares under

our Equity Incentive Plan registered under a Registration Statement on Form S-8.

On May 20, 2025, we issued James Ballengee, our Chairman,

Chief Executive Officer and principal shareholder, 168,731 shares of our common stock (net of tax withholdings) under the terms of the

Ballengee employment agreement for his services rendered from January 28, 2025 to April 27, 2025.

The shares were issued as unrestricted

shares under our Equity Incentive Plan registered under a Registration Statement on Form S-8.

Based on the Ballengee Employment Agreement,

Ballengee 688,891 shares of Common Stock for his employment period beginning October 28, 2024 through October 27, 2025,

to be paid in three equal quarterly installments of 172,222 shares of Common Stock, and one installment of 172,225 shares (prior to tax

withholdings).

This summary is not a complete description of all of the terms of the SPA and the Notes and are qualified in their entirety by reference to the full text of the SPA and the Notes, forms of which are filed as Exhibits 10.1 and 10.2, respectively to our Current Report on Form 8-K filed with the Commission on May 20, 2025, which are incorporated by reference into this disclosure.

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

What changed 10-Q

Item 1. Financial Statements