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Item 3. Legal Proceedings

2026-04-15 compared with 2025-04-15 · 138 added, 57 removed, 17 unchanged (92% of the section changed)

Item 3 - Legal Proceedings

Vivakor, Inc., et al., Case No.

2023CUB014131 (Sup.

Ventura Cty., Cal.—Sept.

18, 2023)— Plaintiff asserts claims for breach of contract for Defendant’s failure to pay Plaintiff for financial technology services.

Plaintiff seeks $28,000 in damages, and 173,972 shares of the Company’s common stock for liquidated damages through the date of the Complaint, with further liquidated damages continuing to accrue.

Defendant disputes Plaintiff’s claims on grounds that the services were not rendered in accordance with the contract, and that Plaintiff terminated the contract.

The Defendant did not timely file an Answer and the Plaintiff moved for a default judgment.

Defendant intends to vigorously defend Plaintiff’s claims.

Defendant has not reserved anything for this dispute.

Julie Ridenhour Tonroy, as the Personal Representative of the Estate of John Ridenhour, Deceased, v.

Vivakor, Inc.

Al-Dali International General Trading and Contracting Company, et al ., Case No.

JDFC603 251052410 (Kuwait Court of First Instance, Mar.

25, 2025)—Plaintiff has asserted claims for breach of contract, unjust enrichment, and injunctive relief against Defendants Al-Dali Global Trading and Contracting Company, Al-Sayer Construction General Trading and Contracting Company, and Kuwait Oil Company relating to the placement and operation of oilfield remediation processing equipment in Kuwait.

Plaintiff seeks total damages in excess of $15,000,000.00.

Vivakor, Inc., et al., v.

Unique Funding Solutions, LLC et al.

DC-25-05926 (95th Dist.

Ct., Dallas Cty., Tex.—April 15, 2025)—Plaintiffs allege fraud, fraudulent liens, fraudulent inducement, conversion, money had and received, and seek a declaratory judgment relating to claims of Defendants for payment on a receivables factoring contract claiming damages in excess of $5 million.

The case is in initial pleadings.

Plaintiffs intend to vigorously pursue the case.

AE Systems, LLC v.

VivaVentures Remediation Corporation , ( In re AE Systems, LLC) Ch.

25-30186, Adv.

460285 (Bankr.

Tex., filed Aug.

8, 2025)—Debtor claims breach of contract and damages of $156,356.00 for goods provided and services performed at Defendant’s site in Harris County, Texas.

Defendant has contested the amount due on grounds that Debtor materially breached with their contract.

Defendant has contested Debtor’s claims.

No amount has been reserved in connection with the dispute.

Espri L’Heureux v.

Vivakor, Inc., et al.

30-2022-01284070-CU-WT-CJC (Sup.

Orange Cty., Cal.—Sept.

29, 2022)—Plaintiff asserted claims for misclassification as an exempt employee, failure to provide meal and rest periods, pregnancy/sex discrimination under the Fair Employment and Housing Act, discrimination under the California Fair Employment and Housing Act (“ CFRA ”), retaliation under the CFRA, wrongful termination, an unfair business practices under the California Business and Professions Code §§ 17200 et seq ., among other derivative claims.

Plaintiff seeks more than $1,000,000.00 in damages.

Defendants dispute liability on the grounds Plaintiff was properly classified as an independent contractor, was not discriminated against, and was not terminated at all, much less for a discriminatory or retaliatory reason.

Defendants filed their answer on November 21, 2022, and removed the action to federal district court on July 22, 2023.

Great Lakes Petroleum Co.

Vivakor, Inc., as successor in interest of Equipment Transport, LLC, et al.

25-CVS-011392-590 (Sup.

Ct., Mecklenburg Cty.

5, 2025)—Plaintiff alleged breach of contract, quantum meruit, and unjust enrichment for fuel sold and tank services provided.

A default judgment for $183,808.77, plus post-judgment interest at a rate of eight percent (8%) per annum, was entered on May 23, 2025.

Vivakor is in the process of attempting to settle this matter outside of the litigation.

James Samuelson v.

Vivakor, Inc., James Ballengee, et al.

30-2025-01496877-CU-OE-CJC (Sup.

Orange Cty., Cal.—July 14, 2025)—Plaintiff asserted claims for failure to pay wages, employment misclassification, breach of contract, promissory estoppel, unjust enrichment, constructive discharge, and tortious interference with contract seeking damages of $1,277,499.95 plus pre- and post-judgment interest, attorneys fees, and costs of court.

On October 17, 2025, the Company entered into a Settlement Agreement (the “Samuelson Settlement Agreement”) with James Samuelson (“Samuelson”), in order to settle claims made by Samuelson in this lawsuit (the “Samuelson Lawsuit”).

Under the terms of the Samuelson Settlement Agreement the Company was obligated to pay Samuelson $100,000 on or before January 30, 2026, and issue Samuelson shares of its common stock as follows:

(i) $400,000 worth of shares on October 24, 2025, (ii) $400,000 worth of stock on November 3, 2025, (iii) $400,000 worth of stock on November 13, 2025, and (iv) $350,000 worth of stock on November 24, 2025 (together, the “Samuelson Shares”).

The Samuelson Shares were issued timely and unrestricted under the Company’s 2023 Equity Incentive Plan and registered on a Form S-8 Registration Statement and valued with an issuance price equal to a 20 percent discount of the average of the lowest 5 VWAPs over the prior 15 trading days prior to each issuance date.

The sale of the Samuelson Shares by Samuelson is subject to a Leak-Out Agreement, under which Samuelson cannot, in any 24-hour period, sell the Samuelson Shares in an amount representing more than the greater of (i) the total aggregate daily net proceeds from the sale of shares equaling $25,000;

(ii) 10% of the 90-day average trading volume;

or (iii) 10% of any given days’ trading volume as reported by Bloomberg, LP on the applicable day.

As a result of the Samuelson Settlement Agreement, all dates and deadlines related to the Samuelson Lawsuit have been taken off calendar by the Court and the case has been dismissed with prejudice.

Ridenhour Tonroy, as Personal Representative of the Estate of John Ridenhour, Deceased, v.

Endeavor Crude, LLC, et al.

CJ-2024-40 (Dist.

Ct., Blaine Cty., Okla.—March 21, 2024)—Plaintiff asserted claims of negligence, respondeat

superior , and wrongful death of decedent related to a motor vehicle accident involving a driver for Endeavor Crude, LLC while operating

motor vehicle equipment owned or leased by Meridian Equipment Leasing, LLC, and sought damages in excess of $1,000,000.

This lawsuit was settled in August 2025.

Kellie Yates v.

Endeavor Crude, LLC et al.

656,058 (1st Jud.

Ct., Caddo Parish, La.—Mar.

14, 2025)—Plaintiff asserts claims of negligence, lost wages, quantum meruit, and unjust enrichment relating to a May 28, 2024 motor vehicle accident, and seeks damages of $50,000 to $1,000,000.

Kush Properties, LLC d/b/a Motel 6 – Floresville d/b/a Eagle Ford Inn, et al., v.

Endeavor Crude, LLC, et al Case No.

CJ-2024-40, Blaine Cty.

Ct., Okla.—Sept.

24, 2024)— Plaintiff asserts claims of negligence, respondent superior, and wrongful death of decedent related to a motor vehicle accident involving a driver for Endeavor Crude, LLC while operating motor vehicle equipment owned or leased by Meridian Equipment Leasing, LLC, both subsidiaries of the Company, and presently seeks damages in excess of $1,000,000.

The case is set for trial in September 2025.

Defendants have not reserved anything for this dispute.

Miguel Angel Munoz, et al., v.

CVW2505285 (81st Dist .

Wilson Cty., Tex.—May 8, 2025) —Plaintiff alleges breach of contract, unjust enrichment, suit on sworn account, fraud, fraudulent inducement, and negligent misrepresentation relating to lodging charges for truck drivers, seeking $256,070.00, plus attorneys fees, costs of court, and pre- and post-judgment interest.

Defendants’ are vigorously contesting the claims.

Mikasa McKnight v.

Endeavor Crude, LLC, et al.

D-101-CV-2023-02491 (1st Dist.

Ct., Santa Fe Cty., New Mex.—Oct.

11, 2023)—Plaintiff suffered injuries in connection with a motor vehicle accident involving Plaintiff and an Endeavor Crude, LLC (“ EC ”) driver and tractor-trailer.

Plaintiff alleges negligence, respondeat superior , negligent entrustment, hiring, retention, supervision and training, and is presently seeking damages in excess of $2,000,000.

Defendant is vigorously contesting the case and has not reserved anything for this dispute.

Defendant believes certain costs for the defense and prospective liability are covered by applicable insurance policies.

202422195 (190th Dist.

Ct., Harris Cty., Tex.—Jul.

2, 2024)—Plaintiff alleged negligence, negligent hiring, negligent entrustment, and respondeat superior relating to a motor vehicle accident involving a tractor-trailer operated under the motor carrier authority of Defendant Endeavor Crude, LLC, and sought damages in excess of $1,000,000.

The Court entered an Order of Nonsuit, dismissed the lawsuit with prejudice, prohibiting the Plaintiff from refiling the lawsuit.

Misty Kitson, Blaine County Assessor v.

3 unchanged sentences

2, 2023)—Plaintiff governmental taxing authority seeks appeal of Defendant’s fair cash value valuation of certain personal property in Blaine County, Oklahoma.

Plaintiff seeks a property tax valuation far in excess of Defendant’s valuation, and seeks overdue taxes in excess of $1,126,005.22, plus statutory interest, penalties, and fees.

Plaintiff seeks a property tax valuation of $27,463,542.00 in contrast to Defendant’s valuation of $4,000,000.00, and overdue taxes in excess of $1,126,005.22, plus statutory interest, penalties, and fees.

The case is in discovery.

Defendant is vigorously contesting the case based on the property’s sale valuation as established by written agreement.

MV Purchasing, LLC et al., v.

Endeavor Crude, LLC, et al., v.

Unique Funding Solutions, LLC, et al.

3:25-cv-01112-K (U.S.

Tex.)—Plaintiffs Endeavor Crude, LLC, et al ., assert claims for fraud, fraudulent misrepresentation, unjust enrichment, and declaratory relief for more than $1.5 million relating to an accounts receivable factoring contract.

Cross-plaintiffs MV Purchasing, LLC and Echo Canyon Energy Products Supply, LLC assert claims for declaratory relief.

Cross-plaintiffs and Defendants Unique Funding Solutions, LLC, Rocket Capital NY LLC, and Regain Group LLC assert claims of breach of contract against Defendants Endeavor Crude, LLC, et al ., seek declaratory relief against Cross-plaintiffs MV Purchasing, LLC and Echo Canyon Energy Products Supply, LLC, and collectively seek damages in excess of $3,000,000.

Defendants Endeavor Crude, LLC, et al ., are vigorously defending the case.

Novella Strmiska v.

2 unchanged sentences

Ct., Karnes Cty., Tex.—Jan.

27, 2025)—Plaintiff alleges breach of contract, trespass to land, trespass to chattels, negligence, and unjust enrichment, seeking damages, interest, attorneys’ fees, and costs of court, in relation to a commercial truck yard lease.

Defendants intend to vigorously contest the case based on false invoices.

Mikasa McKnight v.

Endeavor Crude, LLC, et al.

202422195 (190th Dist.

Ct., Harris Cty., Tex.—Jul.

2, 2024)—Plaintiff alleges negligence, negligent hiring, negligent entrustment, and respondeat superior relating to a motor vehicle accident involving a tractor-trailer operated under the motor carrier authority of Defendant EC, and seeks damages in excess of $1,000,000.

Defendant EC is contesting the case.

The case is set for trial on August 4, 2025.

Defendant is vigorously contesting the case, and Defendant’s defense and prospective liability are covered by applicable insurance policies.

Echo Contracting, LLC v.

CPE Gathering Midcon, LLC, et al.

CJ-2025-73 (Dist.

Ct., Blaine Cty., Okla.—Feb.

14, 2025)—Plaintiff Echo Contracting asserted claims of breach of contract, quantum meriut, and foreclosure of mechanics and materialmen’s lien filed in Blaine County against properties of Defendants.

Defendants CPE Gathering Midcon, LLC and Vivakor, Inc.

settled such claims pursuant to confidential agreement March 28, 2025, and such claims are pending dismissal and such liens are pending release.

Co-Defendant Validus Energy II Midcon, LLC prevailed upon a motion to consolidate Case No.

CJ-2025-73 with the proceeding.

Defendant Validus Energy II Midcon, LLC has levied claims for declaratory judgment, indemnification, contribution, and unjust enrichment against Defendants CPE Gathering Midcon, LLC and Vivakor, Inc.

and seeks damages of $431,652.42, plus attorney’s fees.

Gudeil Gonzales, et al.

Equipment Transport, LLC, et al.

27, 2025)—Plaintiff obtained a default judgment for breach of contract, trespass to land, trespass to chattels, negligence, and unjust enrichment, for $256,717.00 USD, plus post-judgment interest, attorneys fees, and costs of court.

Rocket Capital NY LLC v.

Silver Fuels Processing, LLC, et al.

E2025013794 (Sup.

of N.Y., Monroe County, N.Y.—Jun.

23, 2025)—Plaintiff has obtained a default judgment for $1,514,619.08 for breach of contract jointly and severally against affiliates Meridian Equipment Leasing, LLC, Silver Fuels Processing, LLC, Silver Fuels Delhi, LLC, White Claw Colorado City, LLC, Vivakor, Inc., Equipment Transport, LLC, and James Ballengee, among others.

Vivakor is in the process of attempting to settle this matter outside of the litigation.

Texas Premier Resources, LLC et al., v.

Vivakor, Inc., et al ., Cause No.

2025-39438 (190th Dist.

Ct., Harris Cty., Tex.—Feb.

7, 2025)—Lead Plaintiff, a former field employee of ET EmployeeCo, LLC f/k/a PWS EmployeeCo, LLC, asserts claims for negligence, gross negligence, and premises liability in connection with a jobsite injury, and seek damages in excess of $1,000,000, plus interest, fees, and costs.

Defendant intends to vigorously contest the suit.

Defendant ET has not reserved anything for the dispute.

Ct., Harris Cty., Tex.—Jun.

16, 2025)—Plaintiffs have asserted claims for breach of contract, fraud, fraudulent misrepresentation, and alter ego, and seek damages in excess of $5,000,000.00, plus attorneys fees and costs of court, and injunctive relief to compel the purchase of Plaintiff’s business and property.

Defendants are vigorously contesting the case.

Vincent Smith, et al., v.

Meridian Transport, LLC, et al ., Cause No.

25-CV-0664 (122d Dist.

Ct., Galveston Cty., Tex.—Apr.

23, 2025)—Plaintiffs alleges gross negligence relating to a motor vehicle accident, and seek damages of up to $1,000,000, plus attorneys fees and costs of court.

Defendants intend to vigorously contest the case.

Viva Wealth Fund I, LLC v.

Vivakor, Inc., et al ., Case No.

30-2025-01469418-CU-FR-WJC (Sup.

Ct., Orange Cty., Cal.—Mar.

21, 2025)—Plaintiff alleges fraud, conversion, unfair competition, tortious interference in contractual relations, interference with prospective economic advantage, money had and received, breach of contract, constructive fraudulent transfer, among other counts, and seeks declaratory relief and damages in excess of $50 million relating to equipment purchased by Plaintiff and leased to Defendant VivaVentures Remediation Corporation.

Defendants intend to vigorously contest the case.

Remediation Corp.

Viva Wealth Fund I, LLC , Case No.

250907053 (Dist.

Ct., Salt Lake City, Utah—August 27, 2025)—Plaintiff

alleges breach of contract, breach of the covenant of good faith and fair dealing, quantum meruit, and unjust enrichment against Defendants,

seeking damages exceeding $5.3 million, plus attorney’s fees and costs of court, relating to a lease for RPC equipment.

has not yet responded.

Tyler Nelson v.

Vivakor, Inc., et al ., Case No.

30-2025-01503021-CU-OE-CJC (Sup.

Orange Cty., Cal.—Aug.

11, 2025)—Plaintiff, former Chief Financial Officer of the Company, its subsidiary, and certain unnamed defendants for claims of breach of contract, breach of implied covenant in contract, and claims related to failure to pay wages, alleging total damages of $2,154,158.47, plus interest, attorneys fees, and costs of court.

On November 5, 2025, the Company entered into a Settlement Agreement (the “Nelson Settlement Agreement”) with Tyler Nelson (“Nelson”), in order to settle claims made by Nelson that he was not paid for work performed for the Company, which claims formed the basis of a lawsuit entitled Tyler Nelson v.

Vivakor, Inc., et al., Case No.

30-2025-01503021-CU-OE-CJC (Sup.

Orange Cty., Cal.—Aug.

11, 2025) (the “Nelson Lawsuit”).

Under the terms of the Nelson Settlement Agreement the Company was obligated to pay Nelson as full satisfaction of all alleged wage losses and alleged non-wage damages:

(i) $250,000 on or before November 5, 2026, (ii) $100,000 within 30 days from the date of the Nelson Settlement Agreement, (iii) $100,000 within 60 days from the date of the Nelson Settlement Agreement, and (iv) $1,550,000 within 90 days from the date of the Nelson Settlement Agreement.

The Company paid Nelson the initial $250,000 payment.

Nelson was formerly the Company’s Chief Financial Officer and a Director.

As a result of the Nelson Settlement Agreement, all dates and deadlines related to the Nelson Lawsuit have been taken off calendar by the Court, which will retain jurisdiction of the Nelson Lawsuit through the final payment of the Nelson Settlement Agreement consideration.

The Company made the first three payments under the Nelson Settlement Agreement but did not make the final $1,550,000 payment.

As a result, the Plaintiff entered the stipulated judgment against the Company and is attempting to collect the remaining amount owed from the Company, its subsidiaries and certain of its executive officers.

Vivakor, Inc., et al.

2023CUB014131 (Sup.

Ventura Cty., Cal.—Sept.

18, 2023)—Plaintiff asserts claims for breach of contract for Defendant’s failure to pay Plaintiff for financial technology services.

Plaintiff obtained a default judgment.

Defendant has filed a motion to set aside the default judgment, which is pending before the court.

Vivakor, Inc.

Al-Dali International General Trading and Contracting Company, et al.

JDFC603 251052410 (Kuwait Court of First Instance, Mar.

From time to time, we may become involved in various legal actions that arise in the normal course of business.

We intend to defend vigorously against any future claims and litigation.

We are not currently involved in any material disputes and do not have any material litigation matters pending.

A-25-921524-F (8th Jud.

Ct., Clark Cty., Nev.—Aug.

18, 2025)—Plaintiff filed an emergency ex parte application for an order immediately requiring transfer of 536,666 shares of Defendant’s common stock.

Defendant intends to interplead in the proceeding on grounds that the predicate judgment obtained in Ventura County, California Superior Court was never properly served upon Defendant.

In the ordinary course of business, we are from time to time involved in various pending or threatened legal actions.

The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations.

However, in the opinion of our management, other than as set forth herein, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operation.

Item 4 - Mine Safety Disclosures

1 unchanged sentence

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-K

Item 3. Legal Proceedings