What changed in this filing

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Item 1. Financial Statements

2025-08-19 compared with 2025-05-20 · 349 added, 195 removed, 375 unchanged (59% of the section changed)

5 unchanged sentences

Cash- restricted

Accounts receivable

Accounts receivable, net of allowance for credit losses of $ 0 at June 30, 2025 and December 31, 2024, respectively

Accounts receivable- related party

7 unchanged sentences

Customer relationships, net

LIABILITIES AND STOCKHOLDERS’ EQUITY

AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities:

13 unchanged sentences

Total liabilities

Stockholders’ equity:

Preferred stock, $ 0.001 par value;

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;

Stockholders’ equity (deficit):

Preferred stock, $ 0.001

shares authorized, 107,789 outstanding as of June 30, 2025 and December 31, 2024

Common stock, $ 0.001

shares authorized;

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

and 41,709,190

were issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

1 unchanged sentence

Accumulated deficit

( 112,060,095

Total Vivakor, Inc.

stockholders’ equity

stockholders’ equity (deficit)

Noncontrolling interest

Total stockholders’ equity

Total liabilities and stockholders’ equity

See accompanying notes to consolidated financial statements

stockholders’ equity (deficit)

liabilities and stockholders’ equity (deficit)

accompanying notes are an integral part of these consolidated financial statements

VIVAKOR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Six months ended

Three months ended

Terminaling and storage

11 unchanged sentences

Other income (expense):

Unrealized gain (loss) on marketable securities

Loss on disposition of asset

Unrealized loss on marketable securities

Gain (loss) on disposition of assets

Gain on deconsolidation of subsidiary

12 unchanged sentences

Basic weighted average common shares outstanding

See accompanying notes to consolidated financial statements

The accompanying notes are an integral part of these consolidated financial statements

VIVAKOR, INC.

3 unchanged sentences

Stockholders’

December 31, 2024

Issuance of common stock for a reduction of liabilities

Stock based compensation

Stock based compensation- Consultant

Common stock distributable- Series A Preferred Stock Dividends

March 31, 2025 (unaudited)

Preferred Stock

Non-controlling

Stockholders’

December 31, 2023

Issuance of common stock for a reduction of liabilities

Stock based compensation

March 31, 2024 (unaudited)

See accompanying notes to consolidated financial statements

$ ( 65,908,406 )

of common stock for services

of common stock for cash

of common stock for a reduction of liabilities

of common stock on conversion of debt

of warrants for services

based compensation

based compensation- Consultant

A Preferred Stock issued as part consideration for the purchase of the Endeavor Entities

stock issued as part consideration for the purchase of the Endeavor Entities

stock distributable- Series A Preferred Stock Dividends

( 22,189,820 )

( 4,161,105 )

( 26,350,925 )

of common stock for a reduction of liabilities

based compensation

based compensation- consultant

stock distributable- Series A Preferred Stock Dividends

issued with debt

( 112,060,095

The accompanying notes are an integral part of these consolidated financial statements

VIVAKOR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

OPERATING ACTIVITIES:

Consolidated net loss

Adjustments to reconcile net income to net cash used in operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

4 unchanged sentences

Gain on deconsolidation of subsidiary

Deferred income taxes

Changes in operating assets and liabilities:

1 unchanged sentence

Prepaid expenses

Right of use assets- finance

Right of use assets- operating leases

5 unchanged sentences

INVESTING ACTIVITIES:

Proceeds from the sale of vehicles and trailers

Proceeds from sale of property and equipment

Purchase of equipment

Net cash provided (used) in investing activities

provided by (used in) investing activities

FINANCING ACTIVITIES:

4 unchanged sentences

Payment of notes payable- related party

provided (used) by financing activities

Net increase in cash and cash equivalents

provided by financing activities

Net decrease in cash and cash equivalents

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

7 unchanged sentences

Common stock issued for a reduction in liabilities

Series A preferred shareholder stock dividend

See accompanying notes to consolidated financial statements

Series A preferred shareholder stock dividends

Common stock issued for services

Stock warrants issued for services

Common stock issued on conversion of debt

The accompanying notes are an integral part of these consolidated financial statements

VIVAKOR, INC.

2 unchanged sentences

Interim Financial Information

The accompanying unaudited condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

The accompanying unaudited condensed consolidated

financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

Certain information and disclosures normally included in consolidated financial statements prepared in accordance with U.S.

GAAP have been condensed or omitted.

Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes for the year ended December 31, 2024 that were filed with our Form 10-K.

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

been condensed or omitted.

Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited

consolidated financial statements and the related notes for the year ended December 31, 2024 that were filed with our Form 10-K.

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 six months ended June

30, 2025 are not necessarily indicative of the results expected for the full year ending December 31, 2025.

Vivakor, Inc.

5 unchanged sentences

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.

Our terminaling and storage product and services 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.

28 unchanged sentences

Long Lived Assets

The Company reviews the carrying values of its long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

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

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.

The Company reviews the carrying values of its

long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

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

an impairment loss is recognized and measured using the fair value of the related asset.

For the six months ended June 30, 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.

Intangible Assets and Goodwill

We account for intangible assets and goodwill in accordance with ASC 350 “Intangibles-Goodwill and Other” (“ASC 350”).

We assess our intangible assets in accordance with ASC 360 “ Property, Plant, and Equipment ” (“ASC 360”).

Impairment testing is required when events occur that indicate an asset group may not be recoverable (“triggering events”).

As detailed in ASC 360-10-35-21, the following are examples of such events or changes in circumstances (sometimes referred to as impairment indicators or triggers):

(a) A significant decrease in the market price of a long-lived asset (asset group) (b) A significant adverse change in the extent or manner in which a long-lived asset (asset group) is being used or in its physical condition.

(c) A significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (asset group), including an adverse action or assessment by a regulator (d) An accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset (asset group) (e) A current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset (asset group) (f) A current expectation that, more likely than not, a long-lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its previously estimated useful life.

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 three months ended March 31, 2025.

We account for intangible assets and goodwill

in accordance with ASC 350 “Intangibles-Goodwill and Other” (“ASC 350”).

We assess our intangible assets

in accordance with ASC 360 “ Property, Plant, and Equipment ” (“ASC 360”).

Impairment testing is required

when events occur that indicate an asset group may not be recoverable (“triggering events”).

As detailed in ASC 360-10-35-21,

the following are examples of such events or changes in circumstances (sometimes referred to as impairment indicators or triggers):

A significant decrease in the market price of a long-lived asset (asset group) (b) A significant adverse change in the extent or manner

in which a long-lived asset (asset group) is being used or in its physical condition.

or in the business climate that could affect the value of a long-lived asset (asset group), including an adverse action or assessment

by a regulator (d) An accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction

of a long-lived asset (asset group) (e) A current-period operating or cash flow loss combined with a history of operating or cash flow

losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset (asset group) (f)

A current expectation that, more likely than not, a long-lived asset (asset group) will be sold or otherwise disposed of significantly

before the end of its previously estimated useful life.

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

We performed an analysis and assessed no triggering event has occurred, and no impairment for the six months ended June 30,

Revenue Recognition

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.

For the six months ended June 30, 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 June 30, 2025 and 2024, disaggregated revenue by customer type was as follows:

and $ 16,181,122 in terminating and storage and $ 10,456,273 and $ 0 in transportation logistics.

For the six months ended June 30, 2025

and 2024, disaggregated revenue by customer type was as follows:

and $ 32,202,513 in terminating and storage and $ 23,932,528 and $ 0 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.

The Company realized sales of $ 17,087,317 and $ 30,357,126

from these contracts for the three months and six months ended June 30, 2025, respectively.

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 .

Our revenue from related parties for the three months and six months ended June 30, 2025 was $ 8,101,023 and $ 12,652,798 respectively.

Our revenue from related parties for the three months and six months ended June 30, 2024 was $ 2,870,607 and $ 5,978,833 , respectively.

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

5 unchanged sentences

Major Customers and Concentration of Credit Risk

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.

For the three months ended June 30, 2025 and 2024, the Company had one major customer (related party) which accounted for approximately 12 % and 99 % of the Company’s revenues, respectively.

For the six months ended June 30, 2025 and 2024, the Company has one major customer, which

accounts for approximately 9 %

and 100 % of the Company’s revenues, respectively.

Advertising Expense

Advertising costs are expensed as incurred.

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

The Company did not incur advertising expense for the three and six months ended June 30,

2025 and 2024.

Net Income/Loss Per Share

Basic net income (loss) per share is calculated by subtracting any preferred interest distributions from net income (loss), all divided by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents.

Diluted net income (loss) per common share is computed by dividing the net income (loss) by the weighted-average number of common share equivalents outstanding for the period determined using the treasury stock method if their effect is dilutive.

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 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, 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.

Basic net income (loss) per share is calculated by subtracting any preferred interest distributions from net income (loss), all divided

by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents.

net income (loss) per common share is computed by dividing the net income (loss) by the weighted-average number of common share equivalents

outstanding for the period determined using the treasury stock method if their effect is dilutive.

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 six months ended June 30, 2025 and 2024 our potential dilutive instruments were excluded from the weighted-average calculation

as they were antidilutive.

Potential dilutive instruments as of June 30, 2025 and 2024 include the following:

convertible notes payable,

which are convertible into approximately 17,492,129 and 234,560 shares of common stock, stock options and vesting or unissued stock awards granted to previous and current employees of 2,420,081 and 2,617,320 shares of common stock, stock options and vesting or unissued stock awards granted to board members or consultants of 491,940 and 395,139 shares of common stock.

2024 for a reduction in debt.

The Company also had warrants outstanding to purchase 80,000 and 399,040 shares of common stock as of June 30, 2025 and 2024, respectively.

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 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 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.

We have historically suffered net losses and

cumulative negative cash flows from operations, and as of June 30, 2025, we had an accumulated deficit of approximately $112.1

112,060,095 million.

As of June 30, 2025 and December 31, 2024, we had a working capital deficit of approximately $ 105.8

million and $ 101.5 million, respectively.

As of June 30, 2025, we had cash of approximately $ 3.7 million, of which $ 3.2 million

is restricted cash.

In addition, we have obligations to pay approximately $74 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

During the six months ended June 30, 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.

4 unchanged sentences

Property and Equipment

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

Property, plant and equipment consisted of the following:

Schedule of property and equipment, net

3 unchanged sentences

Pipeline and related facilities

Finance lease- Right of use assets

Equipment under finance lease

Construction in process:

3 unchanged sentences

WCCC tank expansion

Total fixed assets

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

Accumulated Depreciation

Property, plant and equipment, net

For the six months ended June 30, 2025 and 2024, the Company recorded depreciation $ 4,322,728

and $ 73,694 .

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.

respectively.

Equipment 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.

11 unchanged sentences

Accrued compensation

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.

As of June 30, 2025 and December 31, 2024, our accounts payable are primarily made up of trade payables.

Additionally, as of June 30, 2025, and December 31, 2024, accounts payable for consulting services rendered totaled $ 0 and $ 252,777 , respectively, with a vendor in which our CEO is a beneficiary.

As of June 30, 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.

14 unchanged sentences

Curve Capital, LLC

Think Capital (b)

Agile Capital Funding, LLC

Short term note (c)

Total notes payable

3 unchanged sentences

Schedule of loans and notes payable related parties

Jorgan Development, LLC (l)

Ballengee Holdings, LLC (m)

Tyler Nelson (n)

Jorgan Development, LLC

Ballengee Holdings, LLC

James Ballengee

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 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.

(a) 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, net of closing fees totaling $1,625,000.

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.

The Company agreed to issue the Lender 250,000 shares of its common stock as additional consideration for the loan with a value of $235,000

which has been recorded as a debt discount.

(b) The Company entered multiple twelve-month convertible promissory

notes in the second quarter 2025 for a total principal amount of $5,911,765, in connection with a Loan and Security Agreement entered

into by and between the Company, its subsidiaries, and the Lender.

The Company received $5,025,000, net of closing fees totaling $416,500.

The notes mature twelve months from the date of issuance, have a 15% original issuance discount, have a one-time ten percent interest

charge applied at the issuance date.

In addition, the Company agreed to issue the holders 753,750 shares of common stock as additional

consideration for the notes with a value of $595,963 which has been recorded as a debt discount.

The loan originally matured in June 2025 but it was extended to July 2025.

The annual interest rate was eighteen percent per annum.

Commitments and Contingencies

54 unchanged sentences

We also have quarterly stock issuances to independent board members as part of their compensation, which included 62,410 shares

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

to be issued for the six months ended June 30, 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 .

months ended June 30, 2025, stock-based compensation was $ 690,350 .

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

7 unchanged sentences

Consulting stock-based compensation was $ 462,735 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:

the six months ended June 30, 2025.

There were no other options or awards granted during the six months ended June 30, 2025.

The following table summarizes all stock option activity of the Company for the six months ended June 30, 2025 and 2024:

Schedule of option activity

Outstanding, December 31, 2024

Outstanding, March 31, 2025

Outstanding, December 31, 2023

Outstanding, March 31, 2024

Exercisable, December 31, 2024

Exercisable, March 31, 2025

Outstanding, June 30, 2025

Exercisable, December 31, 2024

Exercisable, March 31, 2024

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

Exercisable, June 30, 2025

As of June 30, 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.

4 unchanged sentences

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.

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.

Company recorded a provision for income taxes of $ 0 and $ 33,983 for

the three and six months ended June 30, 2025 and 2024, respectively.

The Company recorded a provision for income taxes of $ 0 and $ 33,183 for the three months ended June 30, 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 the change in the naked credit deferred tax liability, increase in the valuation allowance and permanent adjustments.

Related Party Transactions

2 unchanged sentences

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 .

For the six months ended June 30, 2025 and 2024, we have made cash payments of $ 902,868 and $ 700,478 .

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.

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

We have received tank storage revenue of approximately $ 900,000 for the six months ended June 30, 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 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.

For the three months ended June 30, 2025 and 2024, we made crude oil purchases from WC Crude of $ 0 and $ 11,523,041 and received deficiency payments of $ 637,000 and

For the six months ended June 30, 2025 and 2024, we made crude oil purchases from WC Crude of $ 3,594,162 and $ 23,143,488 and received deficiency payments of $ 1,115,918 and $ 92,650 .

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 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 produced and sold crude

and natural gas liquids to WC Crude in the amount of $ 0 and $ 2,420,576 for the three months ended June 30, 2025 and 2024.

We produced and sold crude and natural gas liquids to WC Crude in the amount of $ 1,585,303 and $ 5,078,482 for

the six months ended June 30, 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 had the right, but not the obligation to use Endeavor for consulting

Since acquiring Endeavor this contract was eliminated upon consolidation.

For the six months ended June 30, 2025 and

2024, Endeavor rendered services in the amount of $ 0

and $ 183,344 .

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

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 .

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 June 30, 2025 and 2024, the balance owed was $ 76,352 and $ 387,354 .

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.

1 unchanged sentence

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

For the six months ended June 30, 2025, the Company realized related party trucking revenue related to this agreement of $ 4,269,256 .

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 basis.

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 .

For the three and six months ended June

30, 2025, the Company realized revenue related to this agreement of $ 177,900 and $ 379,500 .

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

The agreement expires on December 31, 2034.

For the three and six months ending June 30, 2025, the Company realized

revenue related to this agreement of $ 428,670 and $ 807,205 .

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.

12 unchanged sentences

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

before income tax for the three and six months ended June 30, 2025 are as follows:

Three Months Ended June 30, 2025

Schedule of segments

19 unchanged sentences

Net loss attributable to Vivakor, Inc.

Six Months Ended June 30, 2025

Transportation

related party

and administrative

and depreciation

operating expenses

from operations

income (expense):

gain (loss) on marketable securities

on disposition of asset

expense- related parties

other income (expense)

before provision for income taxes

Net loss attributable to noncontrolling interests

loss attributable to Vivakor, Inc.

Subsequent Events

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

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.

The Company has evaluated subsequent events through

the date the financial statements were available to issue.

July 9, 2025, we entered into a Second Amendment to Loan Agreement and Registration Rights Agreement (the “Amendment”),

and an Additional Junior Secured Convertible Note (the “Additional Note”, together with the Amendment, the “New Loan

Documents”), under which we agreed to issue the Lender the Note in the principal amount of $ 5,940,000 .

Under the New Loan Documents,

we will receive net proceeds of $ 971,026 , with the remainder of the principal amount going to (a) a $ 176,000 origination fee, (b) an

aggregate of $3,232,975 (the “Holdback Amounts”) representing (i) a $891,000 holdback amount to be applied to pay the first

six Weekly Installment Payments when due under the Additional Note (hereinafter defined), (ii) $1,395,540 to be applied to pay the seven

past due Weekly Installment Payments under the Initial Note, plus accrued interest thereon, and (iii) $946,434 to secure and cover the

payment of the next six Weekly Installment Payments due under the Initial Note, (c) $20,000 to pay Lender’s legal fees, and (d)

and original issuance discount of $1,540,000.

The Note is payable over forty equal weekly installments of $148,500, which may be paid

in cash or, at the option of the Company once an applicable registration statement is effective, 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 in default and

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.

In the event we default on the terms of the Initial Note or the Additional Note, the conversion

price under the notes is a 50% discount to 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 lender is secured by a junior lien in all assets

of the Company, subject to exceptions for existing debt covenants of the Company.

The Company reserved 15,000,000 shares of its common

stock for issuance in connection with a conversion under the Additional Note and the Company agreed to issue the Lender 150,000 shares

of its common stock as additional consideration for the loan (the “Commitment Shares”).

We received the funds under the New

Loan Documents on July 15, 2025.

July 9, 2025, we entered into a Forbearance and Amendment to Loan Agreement and Note, which amended the terms of the Loan Agreement,

Initial Note and RRA (the “Forbearance Agreement”).

Under the terms of the Forbearance Agreement:

(i) the Lender agreed to

loan us an additional amount up to $4,400,000 under similar terms as the Initial Note (funds from which we received on July 15,

2025, as set forth below), (ii) the Lender agreed to permit us to raise an additional $3,000,000 under terms set forth on Exhibit I of

the Loan Agreement, (iii) the filing date for the resale registration statement under the RRA was extended to July 18, 2025, (iv)

the Outstanding Principal Amount of the Initial Note was $6,151,783 on the Forbearance Agreement Effective Date, (v) the principal amount

under the Initial Note was increased to $6,766,961 (the “Amended Principal Amount”), representing 110% of the Outstanding

Principal Amount of the Note as of the Forbearance Agreement Effective Date, (vi) the Weekly Installment Payments under the Initial Note

stayed the same, (vii) the fee of $615,178 was added to the Amended Principal Amount of the Initial Note and shall be due and payable

by the Company on or before January 7, 2026, (viii) past due interest totaling $291,367, that has accrued between the Forbearance

Agreement Effective Date and the Effective Date, shall also be paid on or before January 7, 2026, and (ix) both the $615,178 fee

and the $291,367 of past due interest shall be paid in full in cash on or before January 7, 2026.

July 30, 2025, Vivakor Transportation, LLC, as Seller, executed and entered into a Membership Interest Purchase Agreement (the “Purchase

Agreement”) with Jorgan Development, LLC (“Jorgan”) to sell all of the issued and outstanding limited liability company

membership interests in and to Meridian Equipment Leasing, LLC, and Equipment Transport, LLC (the “Targets”), two indirectly

wholly-owned subsidiaries of Vivakor, Inc.

(“Vivakor”, and the “Transaction”, respectively).

The purchase price

paid to the Seller thereunder consisted of $11,058,235 USD to be remitted in Series A Convertible Preferred Stock of Vivakor, which shares

will no longer be considered outstanding or be entitled to the relevant annual dividend.

The purchase price is subject to upward or downward

adjustment based on any difference in net equity of the Targets as reflected by the Targets’ final financial results for the period

ending June 30, 2025.

The Targets were principally engaged in the truck transportation of oilfield produced water and associated

equipment leasing operations.

In connection with the Transaction, and among other agreements as further set forth in the Purchase Agreement,

(i) affiliates of Vivakor, and certain related parties controlled directly or indirectly by James H.

Ballengee, Vivakor’s Chairman,

President, and Chief Executive Officer (the “Ballengee Family Office Affiliates”) will amend and restate that certain Transition

Services Agreement dated October 1, 2024, to account for new and additional services to be provided by various parties thereto,

(ii) the parties will amend and restate that certain Secured Promissory Note dated August 15, 2022, by and between Vivakor, as Borrower,

and Jorgan Development, LLC, as Lender, reducing the payments to Lender thereunder by almost one-half (1/2), from ninety-nine percent

(99%) of certain free cash flow from certain of Vivakor’s terminal operations to fifty percent (50%) of free cash flow from such

operations, and (iii) Mr.

Ballengee and certain Ballengee Family Office Affiliates will voluntarily suspend the right to receive

dividends and distributions upon Series A Convertible Preferred Stock of Vivakor, held by them for the period from August 1, 2025

to January 1, 2026.

July 30, 2025, Silver Fuels Delhi, LLC, White Claw Colorado City, LLC, Silver Fuels Processing, LLC, CPE Gathering Midcon, LLC,

Vivakor, and Vivakor Transportation, LLC (collectively, the “Vivakor Obligors”), James H.

Ballengee, Vivakor’s Chairman,

President, and Chief Executive Officer, and certain related parties controlled directly or indirectly by Mr.

Ballengee (collectively,

the “Ballengee Obligors”), executed and entered into a Forbearance Agreement with Maxus Capital Group, LLC (“Maxus”

and the “Forbearance Agreement”, respectively).

Pursuant to the terms of the Forbearance Agreement, the Vivakor Obligors

and the Ballengee Obligors agreed that (A) various events of default have occurred and are continuing to occur with respect to (i) Master

Agreement No.

1450 dated March 17, 2020, by and between Maxus Capital Group, LLC, as Lessor, Silver Fuels Delhi, LLC, as Lessee,

and Jorgan Development, LLC, as Co-Lessee, and all Schedules and Leases made subject thereto (collectively, the “1450 Lease”),

(ii) Master Agreement No.

1452 dated December 28, 2021, by and between Maxus Capital Group, LLC, as Lessor, Meridian Equipment Leasing,

LLC, as Lessee, and Jorgan Development, LLC, as Co-Lessee, and all Schedules and Leases made subject thereto (collectively, the “1452

Lease”), (iii) Master Agreement No.

1462 dated December 28, 2021, by and between Maxus Capital Group, LLC, as Lessor, White

Claw Colorado City, LLC, as Lessee, and Jorgan Development, LLC, as Co-Lessee, and all Schedules and Leases made subject thereto (collectively,

the “1462 Lease”, and together with the 1450 Lease and the 1452 Lease, the “Maxus Leases”), (B) Maxus will forbear

and refrain from further action to enforce its rights under the Maxus Leases so long as no further events of default occur pursuant to

the Forbearance Agreement, and (C) pursuant to the Maxus Leases, the Vivakor Obligors and Ballengee Obligors will pay or cause to be

paid to Maxus the sum of $3,288,067 on or before September 1, 2025, the sum of $1,418,659 on or before October 1, 2025, the

sum of $1,500,000 on or before November 30, 2025, the sum of $3,000,000 on or before November 30, 2025, the sum of $41,012

per month pursuant to the 1450 Lease, the sum of $592,974 per month pursuant to the 1452 Lease, and the sum of $188,031 per month pursuant

to the 1462 Lease.

Upon the execution of the Forbearance Agreement, the Vivakor Obligors and Ballengee Obligors must remit to Maxus a

forbearance fee equal to (x) $250,000 cash and (b) restricted common shares of Vivakor in an amount equal to $250,000, priced per share

based on the average closing price for the three (3) days preceding their issuance.

On August 12, 2025, we entered into a Second

Amendment to the Employment Agreement with Les Patterson, which amended that certain Employment Agreement dated July 1, 2025, as amended.

Under the Amended Agreement, Mr.

Patterson accepted the position of Vice President and Chief Operating Officer of Vivakor, Inc.

for a base annual salary of $ 375,000 and annual equity compensation of shares of Vivakor’s common stock equal to not less than

$125,000, paid to Mr.

Patterson in four equal quarterly installments priced per share based on the volume-weighted average price for

the preceding five (5) NASDAQ trading days prior to the Effective Date or annual anniversary of the Amended Agreement, as applicable,

with the shares issued as registered common stock under a registered equity compensation plan.

Patterson will also receive a one-time

signing bonus of Two Hundred Fifty Thousand Dollars ($ 250,000 .00) of Vivakor common stock.

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