Vivakor, Inc. 10-Q

ITEM 5. OTHER INFORMATION Amendment to Articles of Incorporation On February 6, 2025, we filed a Certificate of Amendment (the “Amendment to Articles”) to the Company’s Amended and Restated Articles of Incorporation, as amended, with the Secretary of State of the State of Nevada in order to withdraw all previously designated series of preferred stock. As a result, as of February 6, 2025 we had 15,000,000 shares of preferred stock authorized with no shares designated to any series and no shares of preferred stock outstanding. Consulting Agreement On February 11, 2025, in order to assist our management in managing our new, combined business operations after the acquisition of the Endeavor Entities, we entered into a Consulting Agreement with WSGS, LLC, which has extensive experience in assisting public companies in the energy sector. Under the terms of the Consulting Agreement, we will pay the consultant up to $1.3M 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 (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. Side Letter On February 10, 2025, we entered into a Side Letter related to our Executive Employment Agreement with Tyler Nelson, a Director and 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. Nelson. This summary only a brief description of the material terms of, and does not purport to be a complete description of, the rights and obligations of the parties to the agreements in connection with the agreements, and such description is qualified in its entirety by reference to the full text of the agreements and its exhibits, which attached as Exhibits 10.1 and 10.2 to our Current Report on Form 8-K filed with the Commission on February 14, 2025. Loan and Security Agreement and Issuance of a Junior Secured Convertible Promissory Note On March 17, 2025, we issued a junior secured convertible promissory note (the “Jr. Note”) due as described below, to J.J. Astor & Co. (the “Lender”), in the principal amount of $6,625,000 (the “Principal Amount”), in connection with a Loan and Security Agreement entered into by and between the Company, its subsidiaries, and the Lender (the “Agreement”). The Company received $5,000,000, before deduction of closing fees (the “Loan”), and will use the net proceeds of the Loan for general working capital purposes and to repay certain indebtedness. The Company received the funds on March 18, 2025. 32 The Jr. 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 Jr. Note does not bear interest unless an event of default shall occur and is continuing. The Jr. Note is subject to mandatory prepayment upon the receipt of proceeds from identified sales of equity interests in the Company and/or the receipt of certain extraordinary cash payments. The Jr. Note is secured by a junior lien in all assets of the Company and its subsidiaries, subject to exceptions for existing debt covenants of the Company. The Company reserved 21,554,274 shares of its common stock for issuance in connection with a conversion under the Jr. Note and the Company agreed to issue the Lender 250,000 shares of its common stock as additional consideration for the loan (the “Commitment Shares”). Under the terms of a Registration Rights Agreement (the “RRA”), the Company is obligated to file a resale registration statement with the SEC registering any shares of its common stock issuable under the Note (the “Conversion Shares”) as well as the Commitment Shares by a date which shall be not later than sixty (60) days after closing. This summary is not a complete description of all of the terms of the Agreement, the Jr. Note, and the RRA and are qualified in their entirety by reference to the full text of the Agreement, the Jr. Note and the RRA, forms of which are filed as Exhibits 10.1, 10.2 and 10.3, respectively to our Current Report on Form 8-K filed with the Commission on March 21, 2025, which are incorporated by reference into this disclosure. Employment Agreements On February 10, 2025, we entered into an Amendment No. 1 to our Employment Agreement with Mr. Les Patterson, our Vice President, Operations & Construction. Mr. Patterson’s 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 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. These shares were issued unrestricted under the Company’s 2023 Equity and Incentive Plan as registered on Form S-8. 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 on Form S-8. Additional Debt Financing 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. 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. 33 ITEM 6. EXHIBITS EXHIBIT INDEX Exhibit No. Exhibit Description Form Date Number Herewith 2.1 Agreement and Plan of Merger dated February 26, 2024 by and among Vivakor, Inc., Empire Energy Acquisition Corp., and Empire Diversified Energy, Inc. 8-K 3/1/24 2.1 2.2 Membership Interest Purchase Agreement dated as of March 21, 2024, by and among the Registrant, Jorgan Development, LLC and JBAH Holdings LLC re Endeavor Entities 8-K 10/7/24 2.1 3.1 Certificate of Amendment to Amended and Restated Articles of Incorporation, filed with the Secretary of State of the State of Nevada on January 5, 2024 8-K 1/11/24 3.1 3.2 Certificate of Amendment to Amended and Restated Articles of Incorporation, filed with the Secretary of State of the State of Nevada on February 6, 2025 8-K 2/12/25 3.1 3.3 Form of Certificate of Designation-Series A Preferred Stock 8-K 10/7/24 3.1 4.1 Vivakor, Inc. Promissory Note dated February 5, 2024, in the principal amount of $3,000,000 issued to Cedarview Opportunities Master Fund LP 8-K 2/12/24 4.1 4.2 Form of Convertible Promissory Note Issued by Vivakor, Inc. in July 2024 8-K 7/11/24 4.1 4.3 Vivakor, Inc. Promissory Note dated October 31, 2024, in the principal amount of $3,670,160.77 issued to Cedarview Opportunities Master Fund LP 8-K/A 11/15/24 4.1 4.4 Promissory Note issued by Meridian Equipment Leasing, LLC to B1Bank dated November 12, 2020 in the principal amount of $12,275,000 10-Q 11/19/24 4.4 10.1* Vivakor, Inc. 2023 Equity and Incentive Plan S-8 2/9/24 99.1 10.2 Loan and Security Agreement dated February 5, 2024, by and among Vivakor, Inc., as borrower, subsidiaries of Vivakor, Inc., as guarantors, the lenders party thereto, and Cedarview Opportunities Master Fund LP, as agent for the lenders 8-K 2/12/24 10.1 10.3 Pledge Agreement dated February 5, 2024, by and among Vivakor, Inc., each of Vivakor, Inc.’s subsidiaries party thereto and Cedarview Opportunities Master Fund LP, as agent for the lenders 8-K 2/12/24 10.2 10.4 Guaranty dated February 5, 2024, by and among subsidiaries of Vivakor, Inc. and Cedarview Opportunities Master Fund LP 8-K 2/12/24 10.3 10.5 Security Agreement dated February 5, 2024, between Vivakor, Inc., and Cedarview Opportunities Master Fund LP 8-K 2/12/24 10.4 10.6 Form of Parent Voting and Support Agreement re Empire Merger Agreement 8-K 3/1/24 10.1 10.7 Form of Empire Voting and Support Agreement re Empire Merger Agreement 8-K 3/1/24 10.2 10.8 Form of Lock-Up Agreement re Empire Merger Agreement 8-K 3/1/24 10.3 10.9 Form of Escrow Agreement re Empire Merger Agreement 8-K 3/1/24 10.4 10.10 Form of Lockup Agreement re Endeavor MIPA 8-K 10/7/24 10.3 10.11 Net Working Capital Sample Calculation re Endeavor MIPA 8-K 3/25/24 10.2 10.12 Form of First Amended and Restated Master Netting Agreement re Endeavor MIPA 8-K 10/7/24 10.4 10.13 Convertible Promissory Note dated March 29, 2024 with Keke Mingo 8-K 4/12/24 4.1 10.14* Executive Employment Agreement by and between Vivakor, Inc. and Tyler Nelson dated June 13, 2024 8-K/A 6/18/24 10.1 10.15* Settlement Agreement by and between Vivakor, Inc. and Tyler Nelson dated June 13, 2024 8-K/A 6/18/24 10.2 10.16 Form of Promissory Note Issued to Tyler Nelson dated June 13, 2024 8-K/A 6/18/24 10.3 10.17 Form of Stock Option Issued to Tyler Nelson dated June 13, 2024 8-K/A 6/18/24 10.4 10.18 Director Agreement, by and between Vivakor, Inc. and Michael Thompson, dated June 3, 2024 8-K 6/7/24 10.1 10.19* Executive Employment Agreement by and between Vivakor, Inc. and Patrick Knapp dated June 26, 2024 8-K 7/2/24 10.1 34 Exhibit No. Exhibit Description Form Date Number Herewith 10.20 Consulting Agreement with 395 Group, LLC 8-K 7/11/24 10.1 10.21 Supplement No. 3 dated June 18, 2024 to Master Agreement by and between Silver Fuels Delhi, LLC, Jorgan Development, LLC and Maxus Capital Group, LLC dated March 17, 2020 10-Q 8/16/24 10.21 10.22 Securities Purchase Agreement dated July 26, 2024, by and between the Company and James K. Granger, as Buyer 8-K 8/1/24 10.4 10.23 Securities Purchase Agreement dated August 28, 2024 by and between the Company and E-Starts, as Buyer 8-K 9/11/24 10.1 10.24* Form of Executive Employment Agreement dated October 1, 2024, by and between Vivakor Administration, LLC, as Company, and Russ Shelton, as Executive 8-K 10/7/24 10.1 10.25* Form of Side Letter for Additional Compensation by and between Ballengee Holdings, LLC, and Russ Shelton 8-K 10/7/24 10.2 10.26 Form Transition Services Agreement for Endeavor MIPA 8-K 10/7/24 10.5 10.27 Form of Repair & Maintenance Subscription Agreement 8-K 10/7/24 10.6 10.28 Form of Assignment of Membership Interest 8-K 10/7/24 10.7 10.29 Form of Employment Agreement for Vice President, Marketing 8-K 11/15/24 10.1 10.30 Executive Employment Agreement dated effective October 1, 2024, by and between Vivakor Administration, LLC, as Company, and Jeremy Gamboa, as Executive 8-K/A 11/15/24 1.01 10.31 Loan and Security Agreement dated October 31, 2024, by and among Vivakor, Inc., as borrower, and Cedarview Capital Management, LLC, as agent, et al. 8-K 11/7/24 10.1 10.32 Pledge Agreement dated October 31, 2024, by and among Vivakor, Inc., each of Vivakor, Inc.’s subsidiaries party thereto and Cedarview Capital Management, LLC, as agent for the lenders 8-K/A 11/15/24 10.2 10.33 Guaranty dated October 31, 2024, by and among certain subsidiaries of Vivakor, Inc. and Cedarview Capital Management, LLC 8-K/A 11/15/24 10.3 10.34 Security Agreement dated October 31, 2024, between Vivakor, Inc., certain of its subsidiaries and Cedarview Opportunities Master Fund LP 8-K /A 11/15/24 10.4 10.35 Purchase and Sale Agreement by and between Pilot OFS Holdings, LLC and Meridian Equipment Leasing, LLC dated December 22, 2023 10-Q 11/19/24 10.35 10.36 Letter Agreement regarding Secured Promissory Note and related Loan Documents by and between Pilot OFS and Meridian Equipment Leasing, LLC dated October 1, 2024 10-Q 11/19/24 10.36 10.37 First Amended and Restated Secured Promissory Note issued by Meridian Equipment Leasing, LLC to Pilot OFS Holdings, LLC in the principal amount of $13,000,000 10-Q 11/19/24 10.37 10.38 Amended and Restated Secured Promissory Note issued by Meridian Equipment Leasing, LLC to Pilot OFS Holdings, LLC in the principal amount of $1,500,000 10-Q 11/19/24 10.38 10.39 Security Agreement, Financing Statement and Assignment of Collateral by and between Meridian Equipment Leasing, LLC and Pilot OFS Holdings, LLC dated December 31, 2023 10-Q 11/19/24 10.39 10.40 Pledge Agreement by and between Meridian Equipment Leasing, LLC and Pilot OFS Holdings, LLC dated December 31, 2023 10-Q 11/19/24 10.40 10.41 Master Lease Agreement by and between Maxus Capital Group, LLC and Meridian Equipment Leasing, LLC dated December 28, 2021 10-Q 11/19/24 10.41 10.42 Form of Schedule to Master Lease Agreement by and between Maxus Capital Group, LLC and Meridian Equipment Leasing, LLC 10-Q 11/19/24 10.42 35 Exhibit No. Exhibit Description Form Date Number Herewith 10.43 Amended Loan Authorization and Agreement by and between U.S. Small Business Association and Meridian Transport, LLC dated April 18, 2022 in the amount of $500,000 10-Q 11/19/24 10.43 10.44 Business Loan, Guaranty and Security Agreement by and between Agile Lending, LLC and Endeavor Crude, LLC and its subsidiaries dated September 27, 2024 10-Q 11/19/24 10.44 10.45 Merchant Cash Advance Agreement by and between Curve Capital LLC and Endeavor Crude, LLC dated March 14, 2024 10-Q 11/19/24 10.45 10.46 Station Throughput Agreement by and between Silver Fuels Processing, LLC, Posse Wasson, LLC, Posse Monroe, LLC and White Claw Crude, LLC dated January 1, 2024 10-Q 11/19/24 10.46 10.47 Station Throughput Agreement by and between CPE Midcon Gathering, LLC and White Claw Crude, LLC dated January 1, 2024 10-Q 11/19/24 10.47 10.48 Trucking Transport Agreement by and between Endeavor Crude, LLC and White Claw Crude, LLC dated January 1, 2023 10-Q 11/19/24 10.48 10.49 Station Throughput Agreement by and between CPE Midcon Gathering, LLC and White Claw Crude, LLC dated July 1, 2023 10-Q 11/19/24 10.49 10.50 Business Manager Agreement by and between b1Bank and Endeavor Crude, LLC dated January 6, 2023 10-Q 11/19/24 10.50 10.51 Loan and Security Agreement by and between B1Bank and Meridian Equipment Leasing, LLC, et al dated November 12, 2020 10-Q 11/19/24 10.51 10.52 Deed of Trust, Security Agreement, Assignment of Leases, Assignment of Rents and Financing Statement by and between B1Bank and Meridian Equipment Leasing, LLC, et al dated November 12, 2020 10-Q 11/19/24 10.52 10.53 Trucking Transport Agreement Addendum by and between Endeavor Crude, LLC and White Claw Crude, LLC dated January 1, 2024 10-Q 11/19/24 10.53 10.54 First Amendment to Crude Oil Gathering and Dedication Agreement by and between CPE Midcon Gathering, LLC and Continental Resources, Inc. dated July 13, 2018 10-Q 11/19/24 10.54 10.55 Motor Carrier Services Agreement by and between Bonanza Creek Energy Operating Company, LLC, et al and Endeavor Crude, LLC dated May 21, 2023 10-Q 11/19/24 10.55 10.56 Lease Agreement by and between Basin Housing Ventures, LLC and Equipment Transport, LLC 10-Q 11/19/24 10.56 10.57 Sales Agreement by and between White Claw Crude, LLC and Silver Fuels Delhi, LLC dated July 1, 2024 10-Q 11/19/24 10.57 10.58 Repair & Maintenance Subscription Plan by and between Horizon Truck & Trailer, LLC and Meridian Equipment Leasing, LLC dated October 1, 2024 10-Q 11/19/24 10.58 10.59 Schedule No. 4 dated August 9, 2024, 2024 to Master Agreement by and between White Claw Colorado City, LLC and Jorgan Development, LLC (as Co-Lessors) and Maxus Capital Group, LLC dated December 28, 2021 10-Q 11/19/24 10.59 10.60 Consulting Agreement with WSGS, LLC dated February 11, 2025 8-K 2/14/25 10.1 10.61 Side Letter with Tyler Nelson dated February 10, 2025 8-K 2/14/25 10.2 10.62 Employment Agreement with Andre Johnson dated February 10, 2025 8-K 2/14/25 10.3 10.63 Loan and Security Agreement with J.J. Astor & Co. dated March 17, 2025 8-K 3/21/25 10.1 10.64 Registration Rights Agreement with J.J. Astor & Co. dated March 17, 2025 8-K 3/21/25 10.3 10.65 Junior Secured Convertible Promissory Note Issued to J.J. Astor & Co. 8-K 3/21/25 10.2 10.66 Side Letter with Cedarview Capital Management LLC 8-K 4/15/25 10.1 36 Exhibit No. Exhibit Description Form Date Number Herewith 10.67 Form of Securities Purchase Agreement with ClearThink Capital Partners, LLC and Other Investors dated May 13, 2025 8-K 5/20/25 10.1 10.68 Form of Promissory Note Under Securities Purchase Agreement with ClearThink Capital Partners, LLC and Other Investors 8-K 5/20/25 10.2 21.1 Subsidiaries of the Company 10-K 4/15/25 21.1 31.1 Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed 31.2 Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed 32.1 Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Furnished** 32.2 Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Furnished** 101.INS Inline XBRL Instance Document Filed 101.SCH Inline XBRL Taxonomy Extension Schema Document Filed 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Filed 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Filed 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Filed 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed 104 Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101). * Management contract or compensatory plan or arrangement. ** These exhibits are being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K. 37 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. VIVAKOR, INC. By: /s/ James Ballengee James Ballengee Chief Executive Officer (Principal Executive Officer) Date: May 20, 2025 VIVAKOR, INC. By: /s/ Tyler Nelson Tyler Nelson Chief Financial Officer (Principal Financial and Accounting Officer) Date: May 20, 2025 38