What changed in this filing

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Item 5. Other Information

2025-11-19 compared with 2025-08-19 · 28 added, 49 removed, 175 unchanged (31% of the section changed)

OTHER INFORMATION

March 17, 2025, the Company issued a junior secured convertible promissory note (the “Note”) due as described

below, to J.J.

(the “Lender”), in the principal amount of $6,625,000 (the “Principal

Amount”), in connection with a Loan and Security Agreement entered into by and between the Company, its subsidiaries, and the

Lender (the “Agreement”).

The Company received $5,000,000, before deduction of closing fees (the “Loan”).

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.

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 “Commitment Shares”).

On May 20, 2025, we issued an aggregate of 1,764,964 shares of our restricted common stock for three months of dividends to the holders of our Series A Preferred Stock.

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.

Between May 14, 2025 and June 9, 2025, we issued convertible promissory notes (the “Notes”), to seven non-affiliated accredited investors (the “Holders”), in the aggregate principal amount of $5,911,764.73 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 $5,025,000 prior to deducting placement agent fees of $391,500, Holders attorney’s fees of $20,000 and escrow fees of $5,000.

The Notes matures 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 is 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 issuance of the Notes, we issued the Holders 753,750 shares of our common stock as additional incentive to enter into the SPA and the Notes.

As stated above, on March 17, 2025, Vivakor, Inc.

22 unchanged sentences

The Employment Agreement may be terminated by either party for any or no reason, by providing five business days’ notice of termination, but a termination without cause will trigger certain severance provisions, including a lump sum payment equal to one (1) calendar year’s pay.

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.

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 “Divested entities”), 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.

The purchase price is subject to upward or downward adjustment based on any difference in net equity of the Divested entities as reflected by the Divested entities’ final financial results for the period ending June 30, 2025.

The Divested entities 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.

13 unchanged sentences

Shelton’s resignation is not the result of any disagreement with Vivakor or its independent auditors regarding its accounting or financial practices.

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.

the Amended Agreement, Mr.

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,

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.

On August 12, 2025, we issued a convertible promissory

note (the “Note”), to a non-affiliated accredited investor (the “Holder”), in the aggregate principal amount of

$647,500 in connection with a Securities Purchase Agreement entered into by and between Vivakor and the Holder (the “SPA”).

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.

Patterson will also receive a one-time signing bonus of Two Hundred Fifty Thousand Dollars ($250,000.00) of Vivakor common stock.

On August 12, 2025, we issued a convertible promissory note (the “Note”), to a non-affiliated accredited investor (the “Holder”), in the aggregate principal amount of $647,500 in connection with a Securities Purchase Agreement entered into by and between Vivakor and the Holder (the “SPA”).

The Note and SPA have similar terms to the Notes and SPA Vivakor entered into with 12 non-affiliated investors in May 2025.

terms of the SPA and the Note, we received $550,000, the Note matures twelve months from the date of issuance, has a 15% original issuance

discount, has a one-time ten percent (10%) interest charge applied at the issuance date, and is convertible at eighty percent (80%) of

the lower of (a) the closing price of the Vivakor’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 issuance of the Note, we will issue the Holder 82,500 shares of our common

stock as additional incentive to enter into the SPA and the Note.

The issuance of the foregoing securities was exempt from registration

pursuant to Section 4(a)(2) of the Securities Act promulgated thereunder as the Holder is accredited investor and familiar with our operations.

Under the terms of the SPA and the Note, we received $550,000, the Note matures twelve months from the date of issuance, has a 15% original issuance discount, has a one-time ten percent (10%) interest charge applied at the issuance date, and is convertible at eighty percent (80%) of the lower of (a) the closing price of the Vivakor’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 issuance of the Note, we will issue the Holder 82,500 shares of our common stock as additional incentive to enter into the SPA and the Note.

The issuance of the foregoing securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act promulgated thereunder as the Holder is accredited investor and familiar with our operations.

This summary is not a complete description of all of the terms of the related agreements and are qualified in their entirety by reference to the full text of the documents, forms of which are filed as exhibits hereto and/or incorporated by reference into this disclosure from prior filings.

12 unchanged sentences

Promissory Note issued by Meridian Equipment Leasing, LLC to B1Bank dated November 12, 2020 in the principal amount of $12,275,000

Form of Pre-Funded Warrant

Vivakor, Inc.

15 unchanged sentences

and Tyler Nelson dated June 13, 2024

Exhibit Description

Settlement Agreement by and between Vivakor, Inc.

2 unchanged sentences

Form of Stock Option Issued to Tyler Nelson dated June 13, 2024

Exhibit Description

Director Agreement, by and between Vivakor, Inc.

23 unchanged sentences

First Amended and Restated Secured Promissory Note issued by Meridian Equipment Leasing, LLC to Pilot OFS Holdings, LLC in the principal amount of $13,000,000

Exhibit Description

Amended and Restated Secured Promissory Note issued by Meridian Equipment Leasing, LLC to Pilot OFS Holdings, LLC in the principal amount of $1,500,000

1 unchanged sentence

Pledge Agreement by and between Meridian Equipment Leasing, LLC and Pilot OFS Holdings, LLC dated December 31, 2023

Exhibit Description

Master Lease Agreement by and between Maxus Capital Group, LLC and Meridian Equipment Leasing, LLC dated December 28, 2021

15 unchanged sentences

Motor Carrier Services Agreement by and between Bonanza Creek Energy Operating Company, LLC, et al and Endeavor Crude, LLC dated May 21, 2023

Exhibit Description

Lease Agreement by and between Basin Housing Ventures, LLC and Equipment Transport, LLC

5 unchanged sentences

Employment Agreement with Andre Johnson dated February 10, 2025

Exhibit Description

Loan and Security Agreement with J.J.

15 unchanged sentences

Second Amended Employment Agreement, by and between Vivakor, Inc., Vivakor Administration, LLC and Les Patterson, dated August 12, 2025

Second Forbearance Agreement with J.J.

dated October 8, 2025

Third Junior Secured Convertible Promissory Note dated October 9, 2025

Form of Securities Purchase Agreement

Form of Placement Agent Agreement

Form of Physical Commodity Intermediation Agreement dated October 22, 2025

Settlement Agreement with James Samuelson dated October 23, 2025

Settlement Agreement with Tyler Nelson

Transition Agreement with Patrick Knapp dated November 10, 2025

Exhibit Description

Subsidiaries of the Company

21 unchanged sentences

Chief Executive Officer (Principal Executive Officer)

August 19, 2025

November 19, 2025

VIVAKOR, INC.

2 unchanged sentences

Chief Financial Officer (Principal Financial and Accounting Officer)

August 19, 2025

November 19, 2025

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 5. Other Information