Vivakor, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS VIVAKOR, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) June 30, 2025 December 31, 2024 ASSETS Current assets: Cash and cash equivalents $ 413,751 $ 651,022 Cash- restricted 3,251,405 3,025,970 Accounts receivable, net of allowance for credit losses of $ 0 at June 30, 2025 and December 31, 2024, respectively 18,320,492 1,626,994 Accounts receivable- related party 5,215,320 4,599,094 Prepaid expenses 2,788,615 1,204,790 Marketable securities 516,486 661,101 Inventories 132,324 205,529 Total current assets 30,638,393 11,974,500 Other assets 3,830,260 3,608,067 Notes receivable 289,485 242,714 Property and equipment, net 88,524,047 100,039,371 Right of use assets- operating leases 3,835,328 4,920,454 Intellectual property, net 7,935,737 8,348,703 Customer relationships, net 40,600,310 43,021,022 Goodwill 68,885,853 68,885,853 Total assets $ 244,539,413 $ 241,040,684 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities: Accounts payable and accrued expenses $ 47,813,636 $ 29,601,665 Accounts payable and accrued expenses- related parties 2,290,362 831,984 Accrued compensation 1,292,147 1,249,099 Unearned revenue 9,107,297 9,107,297 Operating lease liabilities, current 1,941,178 2,636,151 Finance lease liabilities, current 3,626,851 4,267,396 Loans and notes payable, current 48,530,043 42,423,941 Loans and notes payable, current- related parties 21,828,233 21,810,164 Total current liabilities 136,429,747 111,927,697 Operating lease liabilities, long term 1,656,594 2,190,351 Finance lease liabilities, long term 4,554,101 5,135,601 Loans and notes payable, long term 3,701,406 6,514,010 Deferred tax liability 154,381 154,381 Total liabilities 146,496,229 125,922,040 Stockholders’ equity (deficit): Preferred stock, $ 0.001 par value; 15,000,000 shares authorized, 107,789 outstanding as of June 30, 2025 and December 31, 2024 108 108 Common stock, $ 0.001 par value; 200,000,000 shares authorized; 48,826,000 and 41,709,190 were issued and outstanding as of June 30, 2025 and December 31, 2024, respectively 48,826 41,709 Additional paid-in capital 214,200,147 208,167,537 Treasury stock, at cost ( 20,000 ) ( 20,000 ) Accumulated deficit ( 112,060,095 ) ( 88,951,426 ) Total Vivakor, Inc. stockholders’ equity (deficit) 102,168,986 119,237,928 Noncontrolling interest ( 4,125,802 ) ( 4,119,284 ) Total stockholders’ equity (deficit) 98,043,184 115,118,644 Total liabilities and stockholders’ equity (deficit) $ 244,539,413 $ 241,040,684 The accompanying notes are an integral part of these consolidated financial statements 1 VIVAKOR, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Six months ended June 30, Three months ended June 30, 2025 2024 2025 2024 Revenues Terminaling and storage $ 35,222,983 $ 26,223,680 $ 13,396,481 $ 13,310,515 Terminaling and storage- related party 7,284,226 5,978,833 5,246,692 2,870,607 Transportation logistics 18,563,956 - 7,601,942 - Transportation logistics- related party 5,368,572 - 2,854,331 - Total revenues 66,439,737 32,202,513 29,099,446 16,181,122 Cost of revenues 57,101,634 30,023,562 24,519,777 15,070,308 Gross profit 9,338,103 2,178,951 4,579,669 1,110,814 Operating expenses: Sales and marketing 720 11,668 720 628 General and administrative 9,854,023 4,639,146 4,484,746 2,974,180 Amortization and depreciation 12,702,552 1,997,473 6,870,950 988,420 Total operating expenses 22,557,295 6,648,287 11,356,416 3,963,228 Loss from operations ( 13,219,192 ) ( 4,469,336 ) ( 6,776,747 ) ( 2,852,414 ) Other income (expense): Unrealized loss on marketable securities ( 78,406 ) ( 82,638 ) ( 1,731,160 ) - Gain (loss) on disposition of assets ( 1,219,913 ) - 378,000 - Gain on deconsolidation of subsidiary - 177,550 - - Interest income 43,310 4,613 17,828 2,306 Interest expense ( 5,567,908 ) ( 923,987 ) ( 4,383,710 ) ( 479,947 ) Interest expense- related parties ( 53,121 ) - ( 53,121 ) - Other income 25,080 84,000 12,540 30,000 Total other income (expense) ( 6,850,958 ) ( 740,462 ) ( 5,759,623 ) ( 447,641 ) Loss before provision for income taxes ( 20,070,150 ) ( 5,209,798 ) ( 12,536,370 ) ( 3,300,055 ) Provision for income taxes - ( 33,983 ) - ( 33,183 ) Consolidated net loss ( 20,070,150 ) ( 5,243,781 ) ( 12,536,370 ) ( 3,333,238 ) Less: Net loss attributable to noncontrolling interests ( 6,518 ) ( 48,548 ) - ( 20,240 ) Net loss attributable to Vivakor, Inc. $ ( 20,063,632 ) $ ( 5,195,233 ) $ ( 12,536,370 ) $ ( 3,312,998 ) Series A Preferred Stockholder Dividends 3,045,037 - 1,452,624 - Net loss to common shareholders $ ( 23,108,669 ) $ ( 5,195,233 ) $ ( 13,988,994 ) $ ( 3,312,998 ) Basic and diluted net loss per share $ ( 0.52 ) $ ( 0.19 ) $ ( 0.30 ) $ ( 0.12 ) Basic weighted average common shares outstanding 44,571,516 27,189,918 46,049,758 27,987,899 The accompanying notes are an integral part of these consolidated financial statements 2 VIVAKOR, INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED) Series A Preferred Stock Common Stock Additional Paid-in Treasury Accumulated Non-controlling Total Stockholders’ Shares Amount Shares Amount Capital Stock Deficit Interest Equity January 1, 2024 - $ - 26,220,508 $ 26,221 $ 83,097,553 $ ( 20,000 ) $ ( 65,908,406 ) $ 41,821 $ 17,237,189 Issuance of common stock for services - - 633,292 633 735,017 - - - 735,650 Issuance of common stock for cash - - 2,667,568 2,667 1,422,333 - - - 1,425,000 Issuance of common stock for a reduction of liabilities - - 700,000 700 858,590 - - - 859,290 Issuance of common stock on conversion of debt - - 1,903,095 1,903 2,225,590 - - - 2,227,493 Issuance of warrants for services - - - - 92,522 - - - 92,522 Stock based compensation - - 2,203,299 2,203 2,549,756 - - - 2,551,959 Stock based compensation- Consultant - - 13,157 13 19,985 - - - 19,998 Series A Preferred Stock issued as part consideration for the purchase of the Endeavor Entities 107,789 108 - - 105,897,709 - - - 105,897,709 Common stock issued as part consideration for the purchase of the Endeavor Entities - - 6,724,291 6,724 10,415,927 - - - 10,422,651 Common stock distributable- Series A Preferred Stock Dividends - - 643,980 645 852,555 - ( 853,200 ) - - Net loss - - - - - - ( 22,189,820 ) ( 4,161,105 ) ( 26,350,925 ) December 31, 2024 107,789 $ 108 41,709,190 $ 41,709 $ 208,167,537 $ ( 20,000 ) $ ( 88,951,426 ) $ ( 4,119,284 ) $ 115,118,644 Issuance of common stock for a reduction of liabilities - - 600,711 601 754,041 - - - 754,642 Stock based compensation - - 721,803 721 689,629 - - - 690,350 Stock based compensation- consultant - - 659,106 659 462,076 - - - 462,735 Common stock distributable- Series A Preferred Stock Dividends - - 3,831,440 3,832 3,041,205 - ( 3,045,037 ) - - Shares issued with debt 1,303,750 1,304 1,085,659 1,086,963 Net loss - - - - - - ( 20,063,632 ) ( 6,518 ) ( 20,070,150 ) June 30, 2025 107,789 $ 108 48,826,000 $ 48,826 $ 214,200,147 $ ( 20,000 ) $ ( 112,060,095 ) $ ( 4,125,802 ) $ 98,043,184 The accompanying notes are an integral part of these consolidated financial statements 3 VIVAKOR, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Six Months Ended June 30, 2025 2024 OPERATING ACTIVITIES: Consolidated net loss $ ( 20,070,150 ) $ ( 5,243,781 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 12,702,552 1,997,473 Stock-based compensation 690,350 1,138,052 Stock-based compensation- consultant 462,735 - Unrealized (gain) loss- marketable securities 78,406 82,638 Loss on disposition of assets 1,219,913 - Gain on deconsolidation of subsidiary - ( 177,550 ) Deferred income taxes - 31,753 Changes in operating assets and liabilities: Accounts receivable ( 17,309,724 ) ( 845,872 ) Prepaid expenses ( 1,583,825 ) ( 105,509 ) Inventory 73,205 ( 30,535 ) Other assets ( 155,984 ) ( 393,066 ) Right of use assets- finance leases - 83,943 Right of use assets- operating leases 1,085,126 181,363 Operating lease liabilities ( 1,228,730 ) ( 184,348 ) Accounts payable and accrued expenses 14,297,080 2,331,635 Interest on notes receivable ( 46,771 ) ( 4,613 ) Interest on notes payable 2,805,481 313,103 Net cash used in operating activities ( 6,980,336 ) ( 825,314 ) INVESTING ACTIVITIES: Proceeds from sale of property and equipment 1,860,000 - Purchase of equipment - ( 2,176,798 ) Net cash provided by (used in) investing activities 1,860,000 ( 2,176,798 ) FINANCING ACTIVITIES: Payment on financing lease liabilities ( 1,222,045 ) ( 237,246 ) Proceeds from loans and notes payable 10,396,612 3,132,959 Proceeds from loans and notes payable- related party 1,911,432 635,150 Payment of notes payable ( 4,812,898 ) ( 477,610 ) Payment of notes payable- related party ( 1,164,601 ) ( 700,478 ) Net cash provided by financing activities 5,108,500 2,352,775 Net decrease in cash and cash equivalents ( 11,836 ) ( 649,337 ) CASH AND CASH EQUIVALENTS, and CASH RESTRICTED, BEGINNING OF PERIOD 3,676,992 744,307 CASH AND CASH EQUIVALENTS, and CASH RESTRICTED, END OF PERIOD $ 3,665,156 $ 94,970 SUPPLEMENTAL CASHFLOW INFORMATION: Cash paid during the year for: Interest $ 1,719,037 $ 222,924 Noncash transactions : Accounts payable on purchase of equipment $ 1,433,463 $ 1,069,380 Capitalized interest on construction in process $ - $ 656,492 Common stock issued with debt $ 1,086,963 $ 379,290 Common stock issued for a reduction in liabilities $ 754,642 $ - Series A preferred shareholder stock dividends $ 3,045,037 $ - Common stock issued for services $ - $ 381,800 Stock warrants issued for services $ - $ 92,522 Common stock issued on conversion of debt $ - $ 1,048,493 The accompanying notes are an integral part of these consolidated financial statements 4 VIVAKOR, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Note 1. Basis of Presentation 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. 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 and six months ended June 30, 2025 are not necessarily indicative of the results expected for the full year ending December 31, 2025. Business 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 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 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. Our 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. In 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. 5 Deconsolidation On September 7, 2023 we entered into an Acquisition Agreement (the “Agreement”) to sell 100% of the common stock of VivaSphere, Inc. (“VivaSphere”) and its assets, which were completely impaired by the Company in the fiscal year 2022, to a private buyer. The transaction closed on February 15, 2024. Under the terms of the Agreement, the purchase price of approximately $ 7.5 million consists of a promissory note payable (the “Convertible Note”) to the Company payable in full four years after the closing date. In the event the buyer does not close a transaction with a public company within one year from the close of the transaction, then the Company has the right to foreclose on and repossess the assets. The Convertible Note is convertible into common shares of a public company after the buyer closes a transaction to become a public company, which has a ceiling of 17.99% of the total number of shares outstanding of the public company. The “Conversion Price” shall equal the greater of (a) $0.75 per share or (b) the lesser of (i) 90% of the volume weighted average price for the Common Stock during the ten (10) consecutive trading days of the Common Stock immediately preceding the applicable Conversion Date on which the Company elects to convert all or part of this Note or (ii) $2.25 per share. 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. 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 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 six months ended June 30, 2025. 6 Revenue Recognition 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: $ 18,643,173 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: $ 42,507,209 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 $ 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 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. 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 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 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 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. 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 80,000 and 399,040 shares of common stock as of June 30, 2025 and 2024, respectively. 7 Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates, judgments, and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We believe our critical accounting estimates relate to the following: Recoverability of current and noncurrent assets, stock-based compensation, income taxes, effective interest rates related to long-term debt, lease assets and liabilities, valuation of stock used to acquire assets, derivatives, and fair values of the intangible assets and goodwill. While our estimates and assumptions are based on our knowledge of current events and actions we may undertake in the future, actual results may ultimately differ from these estimates and assumptions. Fair Value of Financial Instruments The Company follows Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures” (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that requires the use of fair value measurements, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or operating results but did expand certain disclosures. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2: Applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3: Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board’s (“FASB”) accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The carrying amounts reported in the consolidated balance sheets for marketable securities are classified as Level 1 assets due to observable quoted prices for identical assets in active markets. The carrying amounts reported in the consolidated balance sheets for cash, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their estimated fair market values based on the short-term maturity of these instruments. The recorded values of notes payable approximate their current fair values because of their nature, rates, and respective maturity dates or durations. 8 Note 2. Going Concern & Liquidity 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 concern. 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. Based on the above, we believe there is substantial doubt about the Company’s ability to continue as a going concern. The Company has prepared the consolidated financial statements on a going concern basis. If the Company encounters unforeseen circumstances that place constraints on its capital resources, management will be required to take various measures to conserve liquidity. Management cannot provide any assurance that the Company will be able to execute its plans to raise additional capital, close its merger and acquisitions, or that its operations or business plan will be profitable. Note 3. Property and Equipment Property, plant and equipment consisted of the following: Schedule of property and equipment, net June 30, 2025 December 31, 2024 Vehicles and trailers $ 27,405,817 $ 30,485,730 Equipment 339,610 339,610 Land 732,000 732,000 Building 1,630,000 1,630,000 Crude & NGL terminal and related equipment 930,460 930,460 Crude Oil Transfer Stations 6,570,080 6,570,080 Pipeline and related facilities 42,244,680 42,244,680 Equipment under finance lease 12,654,359 12,593,359 Construction in process: Wash plant facilities 6,541,628 5,997,566 Remediation Processing Unit System A 2,892,343 2,892,343 Remediation Processing Unit System B 2,892,343 2,892,343 WCCC tank expansion 1,526,443 1,390,488 106,359,763 108,698,659 Accumulated Depreciation ( 17,835,716 ) ( 8,659,288 ) Property, plant and equipment, net $ 88,524,047 $ 100,039,371 For the six months ended June 30, 2025 and 2024, the Company recorded depreciation $ 4,322,728 and $ 73,694 . 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. 9 Note 4. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consist of the following: Schedule of accounts payable and accrued expenses June 30, December 31, 2025 2024 Accounts payable $ 45,553,141 $ 27,793,637 Accrued interest (various notes and loans payable) 1,423,018 970,551 Accrued tax penalties and interest 837,477 837,477 Accounts payable and accrued expenses $ 47,813,636 $ 29,601,665 Schedule of accounts payable and accrued expenses related parties June 30, December 31, 2025 2024 Accounts payable- related parties $ 2,172,166 $ 715,526 Accrued interest (notes payable)- related parties 118,196 116,458 Accounts payable and accrued expenses- related parties $ 2,290,362 $ 831,984 Accrued compensation $ 1,292,147 $ 1,249,099 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. 10 Note 5. Loans and Notes Payable Loans and notes payable and their maturities consist of the following: Third party debt: Schedule of loans and notes payable June 30, 2025 December 31, 2024 Various promissory notes and convertible notes $ 50,960 $ 50,960 Various promissory notes for vehicle financing 306,815 445,917 Blue Ridge Bank 410,200 410,200 Small Business Administration 2,326,359 2,389,022 Al Dali International for Gen. Trading & Cont. Co. 221,838 189,391 RSF, LLC 500,000 500,000 Justin Ellis - 350,000 Cedarview Opportunities Master Fund LP 2,356,985 2,886,307 Business First Bank 8,938,737 10,842,312 Note payable to Pilot OFS Holdings, LLC 16,619,526 16,619,526 Maxus Capital Group, LLC 9,294,908 10,513,507 Curve Capital, LLC 747,274 2,103,954 Clear Think Capital (b) 4,021,556 - Agile Capital Funding, LLC 1,639,035 1,636,855 Short term note (c) 575,000 - JJ Astor (a) 4,222,256 - Total notes payable $ 52,231,449 $ 48,937,951 Loans and notes payable, current $ 48,530,043 $ 42,423,941 Loans and notes payable, long term $ 3,701,406 $ 6,514,010 11 Related party debt: Schedule of loans and notes payable related parties June 30, 2025 December 31, 2024 Jorgan Development, LLC $ 17,658,421 18,109,503 Ballengee Holdings, LLC 1,328,805 1,391,650 James Ballengee 492,500 Tyler Nelson 792,868 1,020,872 Triple T Trading Company LLC 476,352 404,121 Waskom, LLC 1,079,287 884,018 Total notes payable- related parties $ 21,828,233 $ 21,810,164 Loans and notes payable, current- related parties $ 21,828,233 $ 22,108,339 Loans and notes payable, long term- related parties $ - $ - Schedule of maturities of loans and notes payable Remaining 2025 $ 68,116,986 2026 5,632,581 2027 25,788 2028 25,788 2029 25,788 beyond 232,751 Total $ 74,059,682 (a) On March 17, 2025, the Company issued a junior secured convertible promissory note due to J.J. Astor & Co. (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 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. (c) The Company obtained a short-term loan of $475,000 in June 2025. The loan originally matured in June 2025 but it was extended to July 2025. The annual interest rate was eighteen percent per annum. 12 Note 6. Commitments and Contingencies 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. Nelson. 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. Note 7. Share-Based Compensation & Warrants Stock Options & Awards Generally accepted accounting principles require share-based payments to employees, including grants of employee stock options, warrants, and common stock to be recognized in the income statement based on their fair values at the date of grant, net of estimated forfeitures. 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. 13 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). Under our 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 62,410 shares 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 six 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. 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. Consulting stock-based compensation was $ 462,735 for 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 Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding, December 31, 2024 1,721,761 $ 1.97   4.71 Granted - - - Exercised - - - Forfeited - - - Outstanding, June 30, 2025 1,721,761 $ 1.97 4.07 Exercisable, December 31, 2024 1,721,761 $ 1.97 4.71 Exercisable, June 30, 2025 1,721,761 $ 1.97 4.46 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. 14 Note 8. Income Tax The Company calculates its quarterly tax provision pursuant to the guidelines in ASC 740 Income Taxes. ASC 740 requires companies to estimate the annual effective tax rate for current year ordinary income. In calculating the effective tax rate, permanent differences between financial reporting and taxable income are factored into the calculation, and temporary differences are not. The estimated annual effective tax rate represents the Company’s estimate of the tax provision in relation to the best estimate of pre-tax ordinary income or loss. 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 $ 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. Note 9. Related Party Transactions 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 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. Under this agreement, WC Crude has the right, subject to the payment of service and maintenance fees, to store volumes of crude oil and other liquid hydrocarbons at a certain crude oil terminal operated by WCCC. WC Crude is required to pay $150,000 per month even if the storage space is not used. The agreement expires on December 31, 2031. We 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. In the event that SFD makes more than $5.00 per barrel, SFD will pay WC Crude a profit-sharing payment in the amount equal to 10% of the excess price over $5.00 per barrel, which amount will be multiplied by the number of barrels associated with the sale. The Supply Agreement expires on December 31, 2031. For 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 $ 0 . 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 $ 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. 15 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 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 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. 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 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 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 basis. 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 . Note 10. Segments 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 and six months ended June 30, 2025 are as follows: 16 Three Months Ended June 30, 2025 Schedule of segments Transportation Logistics Segment Terminaling and Storage Segment Corporate and other Total Consolidated Revenues $ 7,601,942 $ 13,396,481 - $ 20,998,423 Revenues- related party 2,854,331 5,246,692 - 8,101,023 Total revenues 10,456,273 18,643,173 - 29,099,446 Cost of revenues 7,363,645 17,156,132 - 24,519,777 Gross profit 3,092,628 1,487,041 - 4,579,669 Operating expenses: General and administrative 1,520,438 643,684 $ 2,321,344 4,485,466 Amortization and depreciation 5,389,294 995,397 486,259 6,870,950 Total operating expenses 6,909,732 1,639,081 2,807,603 11,356,416 Loss from operations ( 3,817,104 ) ( 152,040 ) ( 2,807,603 ) ( 6,776,747 ) Other income (expense): Unrealized gain (loss) on marketable securities - - ( 1,731,160 ) ( 1,731,160 ) Loss on disposition of asset 378,000 - - 378,000 Interest income 15,522 - 2,306 17,828 Interest expense ( 4,188,919 ) - ( 194,791 ) ( 4,383,710 ) Interest expense- related parties - - ( 53,121 ) ( 53,121 ) Other income 12,540 - - 12,540 Total other income (expense) ( 3,782,857 ) - ( 1,976,766 ) ( 5,759,623 ) Loss before provision for income taxes ( 7,599,961 ) ( 152,040 ) ( 4,784,369 ) ( 12,536,370 ) Consolidated net loss ( 7,599,961 ) ( 152,040 ) ( 4,784,369 ) ( 12,536,370 ) Less: Net loss attributable to noncontrolling interests - - Net loss attributable to Vivakor, Inc. $ ( 7,599,961 ) $ ( 152,040 ) $ ( 4,784,369 ) $ ( 12,536,370 ) Six Months Ended June 30, 2025 Transportation Logistics Segment Terminaling and Storage Segment Corporate and other Total Consolidated Revenues $ 18,563,956 $ 35,222,983 - $ 53,786,939 Revenues- related party 5,368,572 7,284,226 - 12,652,798 Total revenues 23,932,528 42,507,209 - 66,439,737 Cost of revenues 17,130,490 39,971,144 - 57,101,634 Gross profit 6,802,038 2,536,065 - 9,338,103 Operating expenses: - General and administrative 3,876,322 878,376 $ 5,100,045 9,854,743 Amortization and depreciation 9,963,366 1,840,223 898,963 12,702,552 Total operating expenses 13,839,688 2,718,599 5,999,008 22,557,295 Loss from operations ( 7,037,650 ) ( 182,534 ) ( 5,999,008 ) ( 13,219,192 ) Other income (expense): Unrealized gain (loss) on marketable securities - - ( 78,406 ) ( 78,406 ) Loss on disposition of asset ( 1,219,913 ) - - ( 1,219,913 ) Interest income 38,697 - 4,613 43,310 Interest expense ( 5,128,348 ) - ( 439,560 ) ( 5,567,908 ) Interest expense- related parties - - ( 53,121 ) ( 53,121 ) Other income 25,080 - - 25,080 Total other income (expense) ( 6,284,484 ) - ( 566,474 ) ( 6,850,958 ) Loss before provision for income taxes ( 13,322,134 ) ( 182,534 ) ( 6,565,482 ) ( 20,070,150 ) Consolidated net loss ( 13,322,134 ) ( 182,534 ) ( 6,565,482 ) ( 20,070,150 ) Less: Net loss attributable to noncontrolling interests - - ( 6,518 ) ( 6,518 ) Net loss attributable to Vivakor, Inc. $ ( 13,322,134 ) $ ( 182,534 ) $ ( 6,558,964 ) $ ( 20,063,632 ) 17 Note 11. Subsequent Events The Company has evaluated subsequent events through the date the financial statements were available to issue. On 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. On 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. On 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. 18 On 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. in exchange for a base annual salary of $ 375,000 and annual equity compensation of shares of Vivakor’s common stock equal to not less than $125,000, paid to Mr. Patterson in four equal quarterly installments priced per share based on the volume-weighted average price for the preceding five (5) NASDAQ trading days prior to the Effective Date or annual anniversary of the Amended Agreement, as applicable, with the shares issued as registered common stock under a registered equity compensation plan. Mr. Patterson will also receive a one-time signing bonus of Two Hundred Fifty Thousand Dollars ($ 250,000 .00) of Vivakor common stock. 19