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Item 5. Market for Registrant’s Common Equity

2026-04-15 compared with 2025-04-15 · 187 added, 223 removed, 120 unchanged (77% of the section changed)

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Our Common Stock is listed on the Nasdaq Capital Market under the symbol “VIVK.”

As of April 14, 2025, there were 44,575,570 shares of Common Stock outstanding held by approximately 518 holders of record (not including an indeterminate number of beneficial holders of stock held in street name).

As of April 15, 2026,

there were 2,068,041 shares of Common Stock outstanding held by approximately 535 holders of record (not including an indeterminate number

of beneficial holders of stock held in street name).

There are warrants to purchase 400 shares of common stock issued and outstanding as of April 15, 2026.

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Our current Series A Preferred Stock was created on February 14, 2025 and has 150,000 shares authorized with 107,789 shares of outstanding, which shares were deemed to be issued as of October 1, 2024 for accounting purposes.

Our Series A Preferred Stock has a stated value of $1,000 per share, as an annual dividend rate equal to six percent (6%) of the stated value per share, with such dividends payable in shares of our common stock, has liquidation preference, has no voting rights, and are only convertible into shares of common stock at the decision of the company, subject to certain ownership limitations.

Our Series A Preferred Stock has a stated value of $1,000 per share, as an annual dividend rate equal to six percent (6%) of the stated value per share, with such dividends payable in shares of our common stock, has liquidation preference, has voting rights on an “as-converted” basis, and are only convertible into shares of common stock at the decision of the company, subject to certain ownership limitations.

To date, we have not paid any dividends on our common stock and do not anticipate paying any dividends in the foreseeable future.

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Except where noted, all of the securities discussed in this Item 5 were all issued in reliance on the exemption under Section 4(a)(2) of the Securities Act.

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 J.J.

(the “Lender”) the Note in the principal amount of $5,940,000.

Under the New Loan Documents, we will receive net proceeds of $971,025.65, with the remainder of the principal amount going to (a) a $176,000 origination fee, (b) an aggregate of $3,232,974.35 (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) $1,395,540.35 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 appli 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 75,000 shares of its common stock for issuance in connection with a conversion under the Additional Note and the Company agreed to issue the Lender 750 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.

Beginning in September 2025 and continuing through November 18, 2025, the Lender delivered multiple conversion notices pursuant to the terms of the Initial Note.

In aggregate, the Lender converted $4.05 million of outstanding principal into approximately 172,500 shares of the Company’s common stock at contractually discounted conversion prices.

Each issuance was made without a Rule 144 restrictive legend based on legal opinions obtained by the Company and its transfer agent.

On October 2, 2025, we issued the Lender the 1,250 shares due as Commitment Shares under the Initial Note.

These shares were issued as restricted stock with a standard Rule 144 restrictive legend.

Between June 6, 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 $5,117,647.06 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 $4,350,000 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 3,263 shares of our common stock as additional incentive to enter into the SPA and the Notes.

In the fourth quarter of 2025 through the first quarter of 2026, the Holders submitted numerous conversion notices converting $3,178,689.61 of the principal and interest due under the Notes into approximately 958,232 shares or our common stock.

On May 20, 2025, we issued an aggregate of 8,825 shares of our restricted common stock for three months of dividends to the holders of our Series A Preferred Stock.

Of those shares, 6,922 were issued to Jorgan Development, LLC and 70 were issued to JBAH Holdings, LLC, both of which are controlled by James Ballengee, our Chief Executive Officer.

Between May 14, 2025 and May 28, 2025, we issued convertible promissory notes (the “CT Notes”), to several accredited investors (the “CT Holders”), in the aggregate principal amount of $747,500 in connection with a Securities Purchase Agreement entered into by and between the Company and the Holders (the “CT SPA”).

Under the terms of the CT SPA and the CT Notes, we received $650,000, the CT Notes mature twelve months from the date of issuance, have a 15% original issuance discount, have a one-time ten percent (10%) interest charge applied at the issuance date, and are convertible at eighty percent (80%) of the lower of (a) the closing price of the Company’s common stock as traded on either the Nasdaq or the New York Stock Exchange or the NYSE Amex Exchange (as applicable) on the trading day immediately prior to the date a notice of conversion is submitted in writing to the Company under the CT Notes (each a “Notice Date”), or (b) the average of the four lowest VWAPS over the twenty (20) trading days prior to the applicable Notice Date.

In connection with the issuances of the CT Notes, we issued the Holders 438 shares of our common stock as additional incentive to enter into the SPA and the Notes.

In the fourth quarter of 2025, the CT Holders converted $869,954.48 of principal and interest due under the CT Notes into approximately 71,146 shares of our common stock.

On April 11, 2025, we issued Cedarview Capital Management LLC, and its assignees, 1,500 shares of our restricted common stock.

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Of those shares, 4,421 were issued to Jorgan Development, LLC and 45 were issued to JBAH Holdings, LLC, both of which are controlled by James Ballengee, our Chief Executive Officer.

On April 11, 2025, we issued 107,789 shares of our Series A Preferred Stock to the sellers, or their assignees, in the Endeavor Entities transaction.

These shares represented the preferred stock portion of the purchase price for the transaction, including any post-closing adjustments.

Of these shares, 84,931 shares went to Jorgan Development, LLC and 858 shares went to JBAH Holdings, LLC, both of which are controlled by James Ballengee, our Chief Executive Officer.

The Series A Preferred Stock does not have voting rights and is only convertible by the Company.

The shares do have a 6% annual dividend, based on the $1,000 stated per share value of the Series A Preferred Stock, payable in shares of our common stock.

April 11, 2025, we issued 107,789 shares of our Series A Preferred Stock to the sellers, or their assignees, in the Endeavor

Entities transaction.

These shares represented the preferred stock portion of the purchase price for the transaction, including any

post-closing adjustments.

Of these shares, 425 shares went to Jorgan Development, LLC and 5 shares went to JBAH Holdings, LLC, both

of which are controlled by James Ballengee, our Chief Executive Officer.

The Series A Preferred Stock has voting rights on an

“as converted basis” and is only convertible by the Company.

The shares do have a 6% annual dividend, based on the

$1,000 stated per share value of the Series A Preferred Stock, payable in shares of our common stock.

On February 26, 2025, we issued Tysadco Partners, LLC 698 restricted shares for payment of $180,000 in outstanding invoices.

On February 26, 2025, we issued the Sellers in the acquisition of the Endeavor Entities transaction an additional 24,291 shares of our common stock and on April 11, 2025 107,789 shares of our Series A Preferred Stock as part of the consideration, all of which are considered to have been issued as of December 31, 2024 for accounting purposes.

On February 26, 2025, we issued the Sellers in the acquisition of the Endeavor Entities transaction an additional 24,291 shares of our common stock and on April 11, 2025, 539 shares of our Series A Preferred Stock as part of the consideration, all of which were considered to have been issued as of December 31, 2024 for accounting purposes.

On February 10, 2025, we entered into an Amendment No.

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Johnson’s compensation we agreed to issue him 1,512 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.

On February 5, 2024, we, as the borrower;

Vivaventures Management Company, Inc., Vivaventures Oil Sands, Inc., Silver Fuels Delhi, LLC, White Claw Colorado City, LLC, Vivaventures Remediation Corporation and Vivaventures Energy Group, Inc., which are our subsidiaries, as guarantors (collectively, the “Guarantors” or “Subsidiaries”);

Cedarview Opportunities Master Fund LP, as the lender (the “Lender”);

and Cedarview Capital Management, LLC, as the agent (the “Agent”), entered into a Loan and Security Agreement (the “Loan and Security Agreement”).

Pursuant to the Loan and Security Agreement, we issued a secured promissory note (the “Note”) in the principal amount of $3,000,000, and the Lenders agreed to provide a $3,000,000 term loan to us (the “Term Loan”).

On February 6, 2024 (the “Closing Date”), we received the net proceeds from the Term Loan, less a 3% origination fee.

The transaction documents were signed on February 5, 2024, and became effective as of the Closing Date.

The amounts borrowed under the Loan and Security Agreement bear interest at a rate per annum of 22%.

We also paid certain fees and transaction expenses in connection with the release of the funds in connection with the Term Loan.

The principal amounts due under the Term Loan are payable as follows:

(i) for the first three (3) months, we shall make an interest only payment of $165,000, which we prepaid on the Closing Date, and (ii) for the following twelve (12) months, we shall make monthly installment payments of $250,000 plus interest, which must be made on or before May 5, 2025 (the “Maturity Date”).

We issued to the Lender 300,000 shares of our common stock, restricted in accordance with Rule 144, as additional consideration for the Term Loan.

As previously disclosed by us in a Current Report on Form 8-K filed with the SEC on February 2, 2024, we received a loan from a non-affiliated individual lender in the principal amount of $1,000,000 (the “Loan”) and, in connection therewith, we agreed to issue 100,000 restricted shares of the Company’s common stock.

The Loan bears interest at the rate of 10% per annum, matures on December 31, 2024.

We issued a promissory note dated December 5, 2023 in connection with the Loan (the “Original Note”).

On April 8, 2024, the lender returned an executed amended and restated convertible promissory note for the Loan (the “Amended Note”).

The convertible promissory note replaces the Original Note, but maintains the same interest rate and maturity date of the Original Note, and the obligation to issue 100,000 shares of our restricted stock remains in effect.

Pursuant to the terms of the Amended Note the holder had the right to convert the outstanding principal and interest due under the Amended Note into shares of our common stock at price equal to 90% of the average closing price of our common stock for the previous three (3) trading days prior to the conversion date, with a floor conversion price of $0.75 per share.

On July 1, 2024, we issued 903,095 shares of our common stock to the non-affiliated investor for the conversion of the $1 million principal amount convertible promissory note.

The investor converted the all the outstanding principal and interest due under the promissory note in the amount of $1,048,493.15 into 903,095 shares of common stock pursuant to the terms of the promissory note.

On June 3, 2024, the Company entered into a Director Agreement with Michael Thompson (the “Thompson Director Agreement”).

Pursuant to the Thompson Director Agreement, effective June 3, 2024, Mr.

Thompson agreed to serve as a member of the Company’s Board of Directors and the chair of the Audit Committee and would receive $50,000 in shares of restricted stock annually as part of his compensation, vesting quarterly and valued at the stock price on the date of grant.

Thompson will also receive a one-time grant of 50,000 shares of the Company’s common stock under the Company’s 2023 Equity and Incentive Plan.

As previously disclosed herein, on June 26, 2024 the Company entered into the Knapp Agreement.

As part of our hiring of Pat Knapp for his compensation under the Knapp Agreement, Mr.

Knapp received a one-time signing grant of Company common stock equivalent in value to $250,000, which are priced per share based on the volume-weighted average price for the preceding five (5) trading days prior to the day of such grant (calculated to be 140,190 shares based on the effective date of the Knapp Agreement), subject to an eighteen (18)-month lockup period and a conditional clawback obligation concurrent therewith, which shall be granted within thirty (30) days after the Start Date, as defined therein.

On July 8, 2024, we received a loan from a non-affiliated individual lender in the principal amount of Three Hundred Fifty Thousand Dollars ($350,000) (the “First Loan”) and, in connection therewith, we agreed to issue 15,982 restricted shares of our common stock.

The First Loan bears interest at the rate of 10% per annum, matures on December 31, 2024, with all unconverted principal due on the maturity date and interest payable monthly on the last day of the month after the month in which the interest accrued.

We issued a promissory note dated July 5, 2024 in connection with the First Loan (the “First Note”).

The First Note allows the holder to convert the outstanding principal and interest due under the First Note into shares of our common stock at price equal to 90% of the average closing price of our common stock for the previous five (5) trading days prior to the conversion date, with a floor conversion price of $1.00 per share.

The lender may not convert amounts owed under the First Note if such conversion would cause him to own more than 4.99% of our common stock after giving effect to the issuance, which limitation may be raised to 9.99% upon no less than 61 days’ notice to us regarding his desire to increase the conversion limitation percentage.

We issued the 15,982 shares on February 11, 2025.

On July 5, 2024, we received a loan from Ballengee Holdings, LLC, an entity controlled by James Ballengee, the Company’s Chairman, President, and Chief Executive Officer, in the principal amount of Five Hundred Thousand Dollars ($500,000) (the “BH Loan”) and, in connection therewith, we agreed to issue 21,552 restricted shares of the Company’s common stock.

The BH Loan bears interest at the rate of 10% per annum, matures on December 31, 2024, with all unconverted principal due on the maturity date and all unconverted interest payable monthly on the last day of the month after the month in which the interest accrued.

The Company issued a promissory note dated July 9, 2024 in connection with the BH Loan (the “BH Note”).

The BH Note allows the holder to convert the outstanding principal and interest due under the BH Note into shares of our common stock at price equal to 90% of the average closing price of our common stock for the previous five (5) trading days prior to the conversion date, with a floor conversion price of $1.00 per share.

The lender may not convert amounts owed under the BH Note if such conversion would cause him to own more than 4.99% of our common stock after giving effect to the issuance, which limitation may be raised to 9.99% upon no less than 61 days’ notice to us regarding his desire to increase the conversion limitation percentage.

We issued the 21,552 shares on February 11, 2025.

On July 5, 2024, we entered into a Consulting Agreement with 395 Group, LLC, a Nevada limited liability company (“395”), under which 395 agreed to provide us with general advisory and business development services.

Specifically, 395 agreed to advise us for the next four (4) months regarding capitalization, business development, business relationships, industry guidance, and assist with understanding what is happening in our market space.

In exchange for 395’s services, we agreed to pay total cash compensation of $340,000 and equity compensation of 50,000 shares of our restricted common stock, with one-half of the cash compensation and all the equity compensation due upon signing of the agreement and the other half of the cash compensation due in thirty (30) days.

The 50,000 shares of common stock were issued to 395 on February 11, 2025.

On July 26, 2024, we entered into that certain Securities Purchase Agreement and Strata Purchase Agreement (the “ClearThink Agreements”) with ClearThink Capital Partners, LLC.

Under the terms of the ClearThink Agreements, we agreed to issue ClearThink Capital (i) 67,568 shares of common stock in exchange for $125,000 upon the entry into the relevant term sheet (ii) 67,568 shares of common stock upon filing of the relevant S-1 Registration Statement, and (iii) 150,000 shares of common stock upon entry of the Strata Purchase Agreement.

As a result, the Company has issued 217,568 to ClearThink.

On July 26, 2024, we entered into a Securities Purchase Agreement with James K.

Granger (the “Granger SPA” and “Granger”, respectively), under which Granger, or an entity he controls, purchased 1,600,000 common shares of our stock for $800,000, at a price of $0.50 per common share.

Pursuant to the Granger SPA, the shares issued to Granger will be subject to Rule 144 restrictions.

Granger funded the purchase price in cash to the Company on July 31, 2024.

On August 22, 2024, we entered into a new executive employment agreement with our Vice President, Marketing.

Pursuant to the new employment agreement, our Vice President, Marketing will receive $200,000 annually (the “Base Salary”), which after the first annual anniversary the Base Salary may increase to $350,000 contingent upon the Company achieving net profitability of $500,000 of all commodity trades by the Vice President, Marketing.

In addition, the employment agreement provides for annual incentive cash and equity compensation of up to $440,000 based on certain performance goals as further set forth therein.

As an inducement to enter into the executive employment agreement, the Vice President, Marketing is entitled to receive a one-time signing grant of Company common stock equivalent in value to $150,000, which are priced per share based on the closing price on the day of such grant (calculated to be 71,090 shares based on the effective date of the executive employment agreement).

The signing bonus has not been issued and is due not later than thirty (30) calendar days after we file an amended Registration Statement on Form S-8 with the Securities and Exchange Commission registering shares under a Long-Term Incentive Plan (“LTIP”), and the shares will only vest as set forth in the LTIP.

On September 5, 2024, we closed on a Securities Purchase Agreement with E-Starts Money Co., a Delaware corporation (the “E-Starts SPA” and “E-Starts”, respectively) dated August 28, 2024, under which E-Starts, purchased 1,000,000 shares of our common stock for $500,000, at a price of $0.50 per common share.

Pursuant to the E-Starts SPA, the shares issued to E-Starts will be subject to standard Rule 144 restrictions.

E-Starts is controlled by William Tuorto, who was at the time a control person of Empire Diversified Energy, Inc., (“Empire”), serving as its Executive Chairman and Chairman of its Board of Directors.

As previously disclosed in our Current Report on Form 8-K filed with the Commission on March 1, 2024 (the “March 8-K”), we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Empire under which Empire will merge with and into a subsidiary of the Company and Empire will become a wholly-owned subsidiary of the Company if the parties close the transaction contemplated by the Merger Agreement.

There is no guarantee that the transactions contemplated by the Merger Agreement will close.

On September 9, 2024, Al Dali International for Gen.

Trading & Cont.

(“DIC”), exercised its stock option to purchase 1,000,000 shares of our common stock at an exercise price of $1.179 per share, which was originally issued as security to secure repayment of our June 20, 2023 secured promissory note with DIC.

Under the terms of the stock option, DIC used as consideration for the stock option, a reduction of principal and interest under its Note in the amount of $1,179,000.

We are currently analyzing the exercise of the stock option and related issuance of the shares to ensure they complied with the terms of our agreement with DIC.

If we determine the issuance is in line with our agreement with DIC, then any remaining portion of note is anticipated to be paid out of operations of the RPC per the terms of the note agreement as previously disclosed.

On October 1, 2024, we acquired all of the issued and outstanding membership interests in 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.

The purchase price is $116.3 million (the “Purchase Price”), after post-closing adjustments, including assumed debt and a performance adjustment, payable in a combination of our common stock, $0.001 par value per share (“Common Stock”) and shares of our Series A Preferred Stock $0.001 par value per share (“Series A Preferred Stock”).

The Preferred Stock has the payment of a cumulative six percent (6%) annual dividend per share payable quarterly in arrears in shares of Common Stock (so long as such issuances of Common Stock would not result in the Sellers beneficially owning great than 49.99% of the issued and outstanding Common Stock), and the Company having the right to convert the Preferred Stock at any time using the stated value of $1,000 per share of Preferred Stock and the conversion price of one dollar ($1) per share of Common Stock.

The sellers are beneficially owned by James Ballengee, our chairman, chief executive officer and principal shareholder.

To date we have issued the sellers or their assignees 6,724,291 shares of our common stock and 107,789 shares of our Series A Preferred Stock with both the amount of shares of common stock and shares of Series A Preferred Stock subject to adjustment once final purchase price accounting has been completed.

Pursuant to our Executive Employment Agreement with Russ Shelton entered into on October 1, 2024, Mr.

Shelton will receive a one-time grant of Company common stock equivalent in value to $150,000, which are priced per share based on the volume-weighted average price for the preceding five (5) trading days prior to the day of such grant, subject to an eighteen (18)-month lockup period, which shall be granted in the near future.

On October 31, 2024, we, as the borrower, and certain of our subsidiaries, being Vivaventures Management Company, Inc., Vivaventures Oil Sands, Inc., Silver Fuels Delhi, LLC, White Claw Colorado City, LLC, Vivaventures Remediation Corporation, Vivaventures Energy Group, Inc., Endeavor Crude, LLC, and Meridian Equipment Leasing, LLC, and Silver Fuels Processing, LLC, as guarantors (collectively, the “Guarantors” or “Subsidiaries”, as context requires), Cedarview Opportunities Master Fund LP, as the lender (the “Lender”);

and Cedarview Capital Management, LLC, as the agent (the “Agent”), entered into a Loan and Security Agreement (the “Loan Agreement”).

Pursuant to the Loan Agreement, we issued a secured promissory note (the “Note”) in the principal amount of $3,670,160.77, and the Lenders agreed to provide such term loan to the Company (the “Term Loan”) with maturity on October 31, 2025, and accruing interest at 22% per annum.

On November 5 and 6, 2024 (the “Closing Date”), the Company received the net proceeds from the Term Loan less (i) a 3% origination fee, and (ii) repayment of $2,000,000 in outstanding principal, $68,009 in accrued interest, and a $242,991 prepayment fee pursuant to that certain Loan and Security Agreement dated February 5, 2024, by and between the Company, as borrower thereunder, certain of its Subsidiaries, as guarantors thereunder, and Lender and Agent.

As additional consideration for the Term Loan we issued the Lender 300,000 shares of our restricted common stock.

Item 6 - [Reserved].

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The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this Annual Report on 10-K.

We have two operating business 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, which are the most active regions for oil and natural gas exploration and development in the United States.

On average, each new oil well in the Permian Basin produces approximately 1,300 barrels of crude oil or more per day.

Those same wells produce approximately 10,000 barrels or more of produced water per day, historically considered a waste product.

We utilize one of the largest combined oil and produced water trucking fleet in the United States to transport those products to a fully-integrated network of facilities where we blend various grades of crude oil, and reuse or dispose of produced water.

Access to immediate, flexible, scalable transportation is a vital component of oil and natural gas exploration and development, as is the efficient takeaway, treatment, disposal, and/or reuse of commodities associated with oil and gas production.

Transportation and terminaling of crude oil is also conducted utilizing our Omega Gathering Pipeline, which is an integrated approximately forty-five (45) mile crude oil gathering and pipeline in Blaine County, Oklahoma, in the heart of the STACK play.

The line is tied into the Cushing, Oklahoma storage hub via the Plains STACK Pipeline.

We also own and operate fifteen (15) crude oil pipeline injection truck stations, primarily centered in the Permian Basin.

Our terminaling and storage product and services primary 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, and their operations should give our marketing division a key competitive advantage in sales of resulting blends in critical markets once that business is developed.

These crude oil terminals are industrial facilities that serve as hubs for the storage, handling and distribution of crude oil and petroleum products.

In addition to our two operating business segments, 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.

Last year we moved our other full-capacity RPC to Kuwait, where we are currently in negotiations with the Kuwaiti Oil Company to potentially use the RPC to clean sands contaminated with oil, primarily from oil wells destroyed during the Persian Gulf War.

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.

Beginning in the third quarter of 2025, the Company revised its segment structure to better reflect the way management evaluates operating performance and allocates resources.

As a result, the Company now reports three operating and reportable segments, transportation and logistics, terminaling and storage services, and supply and trading, compared with two segments reported in prior periods.

The change primarily reflects the growth and increased operational significance of our supply and trading activities and enhances transparency into our operating performance.

These segments work together to support the reliable movement of crude oil from production areas to key market hubs across the Permian Basin, Eagle Ford Basin, and mid-continent regions.

Our transportation and logistics services include the trucking and pipeline transportation of crude oil and related hydrocarbon products.

Trucking operations are based in the DJ Basin, the STACK play in Central Oklahoma, and the Permian and Eagle Ford Basins in Texas, where our crude-oil trucking fleet transports volumes from production sites to our terminaling, storage, and blending facilities.

We also operate the 45-mile Omega Gathering Pipeline in Blaine County, Oklahoma, which connects to the Plains STACK Pipeline and provides direct access to the Cushing, Oklahoma storage hub.

These assets offer flexible and scalable crude-oil movement solutions that support our terminaling and supply activities across multiple producing regions.

Our terminaling and storage segment includes crude oil facilities in Colorado City, Texas, and Delhi, Louisiana, strategically located hubs at major pipeline intersections that support the receipt, handling, blending, storage, and distribution of crude oil and petroleum products.

These terminals play a critical role in our midstream network and support our supply and trading activities.

Our supply and trading segment enhances our commercial reach by purchasing, aggregating, marketing and reselling crude oil, condensate, natural gas liquids and related hydrocarbon products.

Operating as a core component of our integrated midstream platform, the segment connects production, transportation, terminaling, and end-market delivery.

The Company is also investing in future growth through the development of Remediation Processing Centers (“RPCs”), with our first facility under construction at the San Jacinto River & Rail Park in Harris County, Texas.

Once operational, the RPC is expected to process oilfield solid wastes into economically valuable byproducts such as condensate, propane, and butane and will include an adjacent truck wash facility.

The remediation segment will be reported separately and incorporated into operations upon commencement of commercial activity.

Overall, our business strategy is centered on building an integrated midstream and environmental services platform that supports operational efficiency, enhances market access for customers, and positions the Company for long-term growth.

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.

On July 30, 2025, we sold all of the issued and outstanding limited liability company membership interests in Meridian Equipment Leasing, LLC, a Texas limited liability company, and Equipment Transport, LLC, a Pennsylvania limited liability company (the “Water Trucking Sale”), pursuant to that certain Membership Interest Purchase Agreement of even date therewith by and between Vivakor Transportation, LLC, as Seller, and Jorgan Development, LLC, as Buyer (the “Water Trucking Sale Agreement”), in exchange for $11,058,235 USD paid in 11,058 shares of Series A Convertible Preferred Stock of Vivakor, Inc., which shares will no longer be considered outstanding or be entitled to the relevant annual dividend.

The Buyer of such entities is controlled by James Ballengee, our Chairman, President, and Chief Executive Officer.

The sale was subject to a one-time post-closing purchase price adjustment based on the sold subsidiaries’ financial results as reflected on Vivakor’s Form 10-Q Quarterly Report for the period ended June 30, 2025, however, no adjustment was required, and the consideration remained unchanged.

Prior to consummating the Water Trucking Sale, we transferred certain assets and liabilities between companies and certain affiliates (namely James Ballengee and entities he controls) to comply with pre-existing debt covenants, facilitate crude oil trucking operations, and minimize potential operational disruption to our crude oil-focused businesses.

In connection with the Water Trucking Sale, and among other agreements as further set forth in the Water Trucking Sale Agreement, (i) affiliates of Vivakor, and the Ballengee Family Office Affiliates, amended and restated 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 amended and restated 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 from ninety-nine percent (99%) of Monthly Free Cash Flow, as defined therein, to fifty percent (50%) of Monthly Free Cash Flow, and (iii) Mr.

Ballengee and certain Ballengee Family Office Affiliates voluntarily suspended the right to receive dividends and distributions upon Series A Convertible Preferred Stock of Vivakor, Inc.

held by them for the period from August 1, 2025 to January 1, 2026.

Our website is www.vivakor.com .

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Certain reclassifications may have been made to prior years’ amounts to conform to the 2024 presentation.

Change in Segment Reporting

Beginning in the third quarter of 2025, the Company revised its segment reporting structure to better reflect how the chief operating decision maker evaluates performance and allocates resources across the business.

Historically, the Company reported two operating segments:

crude oil transportation and terminaling and storage services.

In August 2024, the Company launched supply and trading activities, and during the third quarter of 2025, management determined that these activities had expanded sufficiently in scope and scale to meet the criteria for a reportable operating segment under ASC 280.

As a result, the Company now reports three operating segments:

transportation and logistics, terminaling and storage services, and supply and trading.

Revenue generated from supply and trading was previously reported within terminaling and storage services in 2025 and as product revenue in 2024.

Concurrent with this change, the Company no longer reports “Corporate and Other” as a separate category, as these activities do not represent an operating segment and are not separately reviewed by the chief operating decision maker.

Corporate-level expenses, including executive and shared services personnel costs, stock-based compensation, professional fees, and other overhead costs, are now allocated to operating segments or reflected in consolidated results, as appropriate.

The Company’s chief operating decision maker uses segment gross profit as the primary measure of performance for evaluating operating results and making decisions regarding the allocation of capital and resources.

Accordingly, segment results are presented through gross profit, and segment-level operating income or loss is no longer presented.

This change aligns external reporting with the manner in which management currently views and manages the business.

All segment information presented reflects the updated structure.

Prior-period segment information has been recast, where applicable, to conform to the current presentation.

The change in reportable segments did not impact the Company’s consolidated financial statements for prior periods other than reclassifications to conform prior period segment information to the current presentation.

Results of Consolidated Operations

For the years ended December 31, 2024 and 2023, we realized revenues of $89,811,240 and $59,321,752, respectively, representing an increase of $30,489,488 or 51.40%.

The increase in revenue is primarily attributed to the sales of logistics and terminaling realized through the operations of our newly acquired Endeavor Entities’ businesses, which were acquired through our business combination, which closed on October 1, 2024.

For the years ended December 31, 2025 and 2024, revenues were $104,418,809 and $89,811,240, respectively, representing an increase of $14,607,569, or 16%.

The increase in revenue was primarily attributable to a full year of operations from the transportation and logistics segment following the acquisition of the Endeavor Entities on October 1, 2024, as well as the expansion of supply and trading activities during 2025.

Cost of Revenue

For the year ended December 31, 2024 and 2023, our cost of revenues consisted primarily of costs associated with selling oil and natural gas liquid and through the operations from our newly acquired businesses in logistics, which were acquired through our business combination which closed on October 1, 2024.

For the years ended December 31, 2024 and 2023, costs of revenue were $79,592,036 and $54,300,788, respectively, representing an increase of $25,291,248 or 46.58%.

The increase in the cost of revenue is primarily attributed to the cost of goods sold for our logistics and terminaling realized through the operations from our newly acquired Endeavor Entities’ businesses, which were acquired through our business combination, which closed on October 1, 2024.

For the years ended December 31, 2025 and 2024, cost of revenues was $66,672,658 and $79,592,036, respectively, representing a decrease of $11,717,963, or 15%.

Cost of revenues consists primarily of costs associated with the purchase and sale of crude oil and natural gas liquids, as well as operating costs related to transportation and logistics and terminaling activities.

The decrease in cost of revenues was primarily driven by changes in revenue mix, including increased contributions from higher-margin transportation and logistics operations and reduced relative activity in lower-margin terminaling and related-party transactions compared to the prior year.

Gross Profit and Gross Margin

For the years ended December 31, 2024 and 2023, we realized gross profit of $10,219,204 and $5,020,964, respectively, representing an increase of $5,198,240 or 103.53%.

For the years ended December 31, 2024 and 2023, the gross profit increased in proportion to the revenue and costs of revenue related to the purchase and sale of our oil and natural gas liquid products.

Our gross margin will continue to be affected by a variety of factors that include the market prices of our oil products, the volume produced by our facilities, and our ability to raise capital to continue to fund our operations or other ancillary agreements outside of the oil gathering, transportation, and storage activities.

For the years ended December 31, 2025 and 2024, gross profit was $37,746,151 and $10,219,204, respectively, representing an increase of $26,325,532, or 258%.

The increase in gross profit was primarily driven by higher revenues and a significant improvement in gross margin within the transportation and logistics segment, which generated substantially higher margins following the acquisition of the Endeavor Entities.

Gross margin improved as a result of a shift in business mix toward higher-margin transportation and logistics activities and improved utilization of the Company’s assets.

While the supply and trading segment contributed significantly to total revenues during 2025, it generated minimal gross profit due to the nature of those activities, which are characterized by high volumes and low margins.

Gross margin may continue to be affected by a variety of factors, including commodity prices, product mix, volumes handled across the Company’s assets, and the Company’s ability to effectively manage operating costs and expand higher-margin service offerings.

Operating Expenses

Our operating expenses consist primarily of marketing, general and administrative expenses, impairment loss, and amortization and depreciation expense.

Marketing expenses include marketing fees of company representatives for marketing the business and its products and services.

General and administrative expenses include professional services, including audit, tax, and legal fees associated with the costs for services in finance, accounting, administrative activities and the formation and compliance of a public company.

Impairment loss includes the expense associated with events or changes in circumstances that indicate the carrying amount of an asset 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.

Amortization and depreciation expense uses the useful life of the asset to calculate the amortization or depreciation expense in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and management’s judgment.

For the years ended December 31, 2024 and 2023, we realized operating expenses of $32,214,497 and $11,352,624, which represents an increase of $20,861,873, or 183.76%.

Our operating expenses increased due to the operations from our newly acquired Endeavor Entities’ businesses, which were acquired through our business combination, which closed on October 1, 2024, and impairment expense of $8,632,773, which was mainly attributed to an impairment loss of $7,047,179 for related to the impairment of our Kuwait RPCs and the impairment loss on our ancillary agreements, including the exclusive license agreement for the development and use of a nanosponge technology of $1,530,496 for the year ended December 31, 2024.

Our operating expenses consist primarily of sales and marketing, general and administrative expenses, impairment expense, and amortization and depreciation expense.

For the years ended December 31, 2025 and 2024, total operating expenses were $101,574,078 and $32,214,497, respectively, representing an increase of $69,359,581, or 215%.

The increase was primarily driven by a $40,569,772 impairment charge recorded during 2025, as well as the inclusion of a full year of operating expenses from the Endeavor Entities, which were acquired on October 1, 2024.

The Company also reduced goodwill in connection with the divestiture of certain business units during the year.

General and administrative expenses increased to $43,014,172 for the year ended December 31, 2025 from $12,206,031 for the year ended December 31, 2024, primarily due to the inclusion of a full year of costs associated with the Endeavor Entities, as well as increased professional fees and other public company costs.

Amortization and depreciation expense increased to $17,981,914 from $11,360,425, primarily reflecting additional assets placed into service following the acquisition.

Loss from Operations

For the years ended December 31, 2024 and 2023, we realized a loss from operations of $21,995,293 and $6,331,660, which represents an increase of $15,663,633, or 247.39%.

The increase in loss is attributed to the net effect of the operations from our newly acquired Endeavor Entities’ businesses, which were acquired through our business combination, which closed on October 1, 2024, and the impairment loss of $7,047,179 on its Kuwait RPCs and impairment loss of $1,530,496 on the exclusive nanosponge license for the year ended December 31, 2024.

Interest expense

For the years ended December 31, 2025 and 2024, loss from operations was $63,827,927 and $21,995,293, respectively, representing an increase of $41,832,634, or 190%.

The increase in operating loss was primarily driven by a $40,569,772 goodwill impairment charge recorded during 2025.

Excluding the impact of the impairment charge, operating results reflect increased activity from a full year of operations following the acquisition of the Endeavor Entities on October 1, 2024, including higher revenues and gross profit, partially offset by increased general and administrative expenses associated with the expanded scale of the Company’s operations.

Interest Expense and Loss on Conversion of Debt

For the years ended December 31, 2025 and 2024, we realized interest expense of $26,668,529 and $4,695,234, which represents an increase of $20,304,237, or 432.44%.

The increase in interest expense is mainly attributable to the net effect of the accrued interest on newly acquired debt from the close of the acquisition of the Endeavor Entities on October 1, 2024, and the amendment of our note issued as consideration in the 2022 MIPA approved by the shareholders on November 10, 2023.

As the amendment was accounted for as a troubled debt restructuring under ASC 470 – Debt (“ASC 470”) , the note was thus written to the amount of the undiscounted future cash flows on the note to maturity, and therefore no interest expense is realized for the remainder of the note to maturity.

The increase was primarily driven by refinancing and forbearance arrangements entered into during the period, which resulted in the recognition of unamortized original issue discount and deferred financing cost write-offs, along with default-related fees.

Interest expense also increased due to finance lease and debt obligations assumed in the acquisition of the Endeavor Entities on October 1, 2024, as well as the effects of the Maxus Capital Group forbearance agreement.

In addition to higher interest expense, we recognized a loss on conversion of debt of $17,403,367.

The loss resulted from (i) the conversion of approximately $8.1 million of outstanding convertible debt into common stock at contractually discounted conversion prices significantly below market value, creating a non-cash charge for the excess fair value of shares issued, and (ii) the recognition of an estimated derivative liability associated with the remaining convertible notes due to the lender’s ability to convert the debt at discounted default-based conversion prices.

This derivative liability is reflected within Other Liabilities on the condensed consolidated balance sheet and totaled $9,062,320 as of December 31, 2025.

Unrealized Loss on Marketable Securities

For the years ended December 31, 2024 and 2023, we reported an unrealized gain of $165,275 and an unrealized loss of $1,156,928 on marketable securities, which represents an increase in the unrealized gain of $1,322,203, or 114.29%.

Our marketable securities were considered to be traded on an active market and were accounted for at a fair value based on the quoted prices in the active markets resulting in aggregate unrealized gain as noted above.

Gain on deconsolidation of variable interest entity

In accordance with ASC 810, as of October 1, 2023, we deconsolidated Viva Wealth Fund I, LLC (VWFI), recognizing a gain on deconsolidation of $438,099.

The assets ($10.2 million), liabilities ($551,950) and equity ($10.1 million) related to VWFI were removed from our financial statements (Note 3 Principles of Consolidation ), resulting in the gain on deconsolidation.

For the years ended December 31, 2025 and 2024, we reported an unrealized loss of $413,188 and an unrealized gain of $165,275 on marketable securities, which represents a decrease in the unrealized gain of $578,463, or 350.00%.

Our marketable securities were traded on an active market and were accounted for at a fair value based on the quoted prices in the active markets resulting in aggregate unrealized gain as noted above.

Provision for Income Tax

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Operating Results of our Terminaling and Storage Segment :

Revenues- related party

- related party

Total revenues

Cost of revenues

Operating expenses:

General and administrative

Amortization and depreciation

Total operating expenses

Loss from operations

Interest expense

Loss before provision for income taxes

The increase in revenue is primarily attributed to the net effect of an increase in related party volumes purchased and processed at our Silver Fuels Delhi facility of approximately $8.1 million, and additional revenues of approximately $3.6 million from our newly acquired or newly formed entities related to the Endeavor Entities acquisition, which were acquired through our business combination, which closed on October 1, 2024.

The terminaling and storage services segment consists of crude oil terminal facilities located in Colorado City, Texas and Delhi, Louisiana.

The Terminaling and Storage segment generated total revenues of $11.7 million for the year ended December 31, 2025, compared to $71.0 million for the year ended December 31, 2024, representing a decrease of $59.3 million, or 83%.

The decrease in revenue was primarily attributable to the divestiture of Meridian Equipment Leasing and Equipment Transport in July 2025, which significantly reduced related-party volumes and throughput activity compared to the prior year.

In addition, the decline in related-party revenues reflects a change in classification of certain activities to the transportation and logistics segment, as well as a reduction in related party crude sales.

Cost of Revenue

The increase in the cost of revenue is primarily attributed to the cost of goods sold related to the increase in related party volumes purchased and processed at our Silver Fuels Delhi facility, and additional costs of goods sold from our newly acquired or newly formed entities related to the Endeavor Entities acquisition, which were acquired through our business combination, which closed on October 1, 2024.

Operating Expenses

Our operating expenses increased due to the increase in amortization and depreciation from the acquired customer relationships and property and equipment from our newly acquired Endeavor Entities’ businesses, which were acquired through our business combination, which closed on October 1, 2024.

Interest Expense

The increase in interest expense is attributed to newly acquired loans and notes payable assumed from our newly acquired Endeavor Entities’ businesses, which were acquired through our business combination, which closed on October 1, 2024.

Cost of revenues was $4.2 million for the year ended December 31, 2025, compared to $65.8 million for the year ended December 31, 2024, representing a decrease of $61.6 million, or 94%.

The decrease in cost of revenues was primarily driven by the reduction in volumes associated with the divested entities and a decline in lower-margin related-party activity.

Gross profit increased to $7.6 million for the year ended December 31, 2025 from $5.2 million for the year ended December 31, 2024, representing an increase of $2.3 million, or 44%.

The increase in gross profit, despite lower revenues, reflects a shift in revenue mix toward higher-margin terminaling activities and reduced exposure to lower-margin throughput and related-party transactions.

Operating Results of our Transportation Logistics Segment :

related party

Total revenues

Cost of revenues

Operating expenses:

General and administrative

Amortization and depreciation

Total operating expenses

Loss from operations

Other income (expense), net

Loss before provision for income taxes

This operating segment in its entirety was acquired from our business combination acquisition of the Endeavor Entities’ businesses, which closed on October 1, 2024.

Operating Results of our Corporate and Other :

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.

This segment was acquired as part of the Company’s acquisition of the Endeavor Entities on October 1, 2024 and includes crude oil gathering and transportation assets, including pipeline and trucking operations in the Permian and Anadarko Basins.

The Transportation and Logistics segment generated total revenues of $35.1 million for the year ended December 31, 2025, compared to $18.8 million for the year ended December 31, 2024, representing an increase of $4.4 million, or 23.62%.

The increase in revenue was primarily attributable to a full year of operations in 2025, compared to a partial period following the acquisition in October 2024, as well as continued activity across the Company’s transportation network.

In addition, the increase reflects a realignment of certain related-party revenues that were previously reported within the terminaling and storage segment and are now included in the transportation and logistics segment, consistent with the Company’s revised segment reporting structure.

Cost of Revenue

Cost of revenues was $6.1 million for the year ended December 31, 2025, resulting in gross profit of $28.9 million, compared to gross profit of $5.0 million for the year ended December 31, 2024.

The increase in gross profit was driven by higher revenues and strong margins associated with the transportation and logistics operations.

The segment continues to benefit from a favorable cost structure, including relatively fixed operating costs and high utilization of trucking and pipeline assets, which contributes to strong gross margins.

Revenue and gross profit reflect continued trucking and pipeline transportation activity across the Permian, Eagle Ford, DJ Basin, and STACK play following the integration of the Endeavor operations.

Operating Results of our Supply and Trading Segment :

Revenues - related party

Total revenues

Operating expenses:

Sales and marketing

General and administrative

Impairment expense

Amortization and depreciation

Total operating expenses

Loss from operations

Other income (expense):

Unrealized gain (loss) on marketable securities

Gain on deconsolidation of variable interest entity

Gain on deconsolidation of subsidiary

Interest income

Interest expense

Interest expense- related parties

Total other income (expense)

Loss before provision for income taxes

Provision for income taxes

Consolidated net loss

Net loss attributable to noncontrolling interests

Net loss attributable to Vivakor, Inc.

Operating Expenses

Our operating expenses increased due to the acquisition of the workforce of the Endeavor Entities’ businesses, which were acquired through our business combination, which closed on October 1, 2024, including multiple new executives and administrative personnel, where stock based compensation increase approximately $1.3 million, and benefits, bonuses and new employee contracts increased approximately $500 thousand, and consultants and merger and acquisition expenses were approximately $900 thousand.

The increase in our impairment expense was mainly attributed to an impairment loss of $7 million related to the impairment of our Kuwait RPCs and the impairment loss on our ancillary agreements, including the exclusive license agreement for the development and use of a nanosponge technology of $1,5 million.

Unrealized loss on marketable securities

Our marketable securities are considered to be traded on an active market and were accounted for at a fair value based on the quoted prices in the active markets resulting in aggregate unrealized gains as noted above.

Interest expense

The decrease in interest expense is mainly attributable to the amendment of our note issued as consideration in the 2022 MIPA approved by the shareholders on November 10, 2023.

As the amendment was accounted for as a troubled debt restructuring under ASC 470 – Debt (“ASC 470”) , the note was thus written to the amount of the undiscounted future cash flows on the note to maturity in 2023, and therefore no interest expense is realized for the remainder of the note to maturity.

Noncontrolling interest

Noncontrolling interests represent the portion of certain consolidated subsidiaries that are owned by third-parties.

The decrease in noncontrolling interest was due primarily related to the noncontrolling’s allocation of the impairment expenses noted above.

Cost of revenues

The supply and trading segment purchases, markets, and resells crude oil, condensate, and related hydrocarbon products.

The Supply and Trading segment generated revenues of $57.6 million for the year ended December 31, 2025.

This segment had no comparable revenue in the prior year, as these activities were not reported as a separate operating segment prior to 2025.

Certain supply and trading activities were previously included within terminaling and storage services in 2025 and reported as product revenue in 2024.

Cost of Revenues

Cost of revenues was $57.5 million for the year ended December 31, 2025, resulting in gross profit of $45,388.

The segment operates on high-volume, low-margin transactions, and as a result, generated minimal gross profit relative to total revenues.

Profitability within this segment is influenced by crude oil pricing, blend economics, sourcing costs, and market demand for specific crude qualities.

While this segment contributes significantly to total revenues, it is not expected to be a primary driver of gross profit compared to the Company’s transportation and logistics operations.

The following table sets forth the primary sources and uses of cash and cash equivalents for the years ended December 31, 2025 and 2024 as presented below:

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Liquidity and Capital Resources

We have historically suffered net losses and cumulative negative cash flows from operations and, as of December 31, 2024 and 2023, we had an accumulated deficit of approximately $99 million and $65.9 million.

As of December 31, 2024 and 2023, we had a working capital deficit of approximately $101.5 million and $34.9 million, respectively.

As of December 31, 2024 and 2023, we had cash and cash equivalents of $3.7 million and $744,307, which includes $3 million and none as restricted cash, respectively.

To date we have financed our operations primarily through debt financing, private equity offerings.

The Company’s Common Stock began trading on the Nasdaq Capital Market under the symbol “VIVK”.

For the years ended December 31, 2024 and 2023, our net cash used in operating activities was mainly comprised of net effect of the consolidated net loss of $26,350,925 and $10,835,275, a $66,058 and $88,323 related to our provision for income taxes and the net effect on deferred tax liabilities, our depreciation and amortization of $11,360,425 and $3,932,744, an impairment loss of $8,632,773 and none, a gain on the deconsolidation of a variable interest entity of none and $438,099, an increase in accounts receivable of $5,116,717 and an decrease of $930,893, a decrease of $7,488,301 and increase of $366,592 in accounts payable, an increase in other assets of $2,184,691 and $417,890.

For the years ended December 31, 2024 and 2023, we were also able to issue stock for services of $19,998 and none, and stock-based compensation of $2,551,959 and $1,597,881 in lieu of using cash.

We also realized interest expense on loans and notes payable of $4,816,692 and $3,476,577 related newly acquired debt from the Endeavor Entities, which were acquired through our business combination, which closed on October 1, 2024.

For the years ended December 31, 2024 and 2023, we also realized an unrealized gain of $165,275 and an unrealized loss of $1,156,928 on marketable securities as described above.

For the years ended December 31, 2024 and 2023, our net cash used in investing activities was mainly attributed to the following:

Our purchase of equipment of $4,539,882 and $3,320,918 related to the manufacturing of our RPCs, wash plant and pipeline facilities.

The Company also reported $210,862 of notes receivable assumed and a decrease in $181,059 of cash and cash equivalents in the deconsolidation of a variable interest entity and as of December 31, 2023.

We also acquired cash of $4,842,070 from the Endeavor Entities acquisition, which we acquired through our business combination, which closed on October 1, 2024.

Our net cash provided by our financing activities was mainly attributed to the net effect of the following events:

For the years ended December 31, 2024 and 2023, we received proceeds of $7,509,701 and $2,956,197 related to the issuance of notes and other loans, which includes proceeds of $1,664,150 and $11,500 from related parties.

For the years ended December 31, 2024 and 2023, we paid down notes payable and related party notes payable by $6,111,208 and $470,160.

For the years ended December 31, 2024 and 2023, we paid down finance lease liabilities by $2,003,823 and $446,782.

For the year ended December 31, 2024 we received proceeds of $1,425,000 from the sale of our common stock.

We have historically suffered net losses and cumulative negative cash flows from operations, and as of December 31, 2024, we had an accumulated deficit of approximately $99 million.

As of December 31, 2024 and 2023, we had a working capital deficit of approximately $101.5 million and $34.9 million, respectively.

As of December 31, 2024, we had cash of approximately $3.7 million, of which $3 million is restricted cash.

In addition, we have obligations to pay approximately $61 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 year ended December 31, 2024, subject to available cash flows, the Company continued its strategy to monetize its intellectual properties and execute its business plan, including the acquisition of the Endeavor Entities.

To date we have financed our operations primarily through 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.

Our ability to continue to access capital could be affected adversely by various factors, including general market and other economic conditions, interest rates, the perception of our potential future earnings and cash distributions, any unwillingness on the part of lenders to make loans to us and any deterioration in the financial position of lenders that might make them unable to meet their obligations to us.

If we cannot raise capital through public or private debt financings, equity offerings, or other means, our ability to grow our business may be negatively affected.

In such a case, we may need to suspend site and plant construction or further acquisitions until market conditions improve.

We have historically incurred net losses and negative cash flows from operations.

As of December 31, 2025 and 2024, we had an accumulated deficit of approximately $204.0 million and $89.0 million, respectively.

We also had working capital deficits of approximately $53.2 million and $101.5 million as of December 31, 2025 and 2024, respectively.

As of December 31, 2025, we had cash and cash equivalents of $2.1 million, of which $1.8 million was restricted cash.

As of December 31, 2024, we had cash and cash equivalents of $3.7 million, including $3.0 million of restricted cash.

To date, we have financed our operations primarily through debt financings and private equity offerings.

Our common stock is listed on the Nasdaq Capital Market under the symbol “VIVK.”

Cash Flows from Operating Activities

Net cash used in operating activities was $15.8 million for the year ended December 31, 2025, compared to net cash provided by operating activities of $1.8 million for the year ended December 31, 2024.

Cash used in operating activities during 2025 was primarily driven by our net loss of $110.1 million, partially offset by non-cash items, including $18.0 million of depreciation and amortization, $40.6 million of impairment charges, $17.4 million of non-cash interest expense, and $3.4 million of stock-based compensation and stock issued for services.

Additionally, we recorded a $17.4 million loss on conversion of debt.

Changes in working capital also contributed to cash usage, including a $22.8 million increase in accounts receivable and a $13.4 million decrease in accounts payable and accrued expenses.

These uses of cash were partially offset by modest favorable changes in other operating assets and liabilities.

For the year ended December 31, 2024, operating cash flows benefited from lower net losses of $26.4 million and similar non-cash adjustments, including $11.4 million of depreciation and amortization, $8.6 million of impairment charges, $4.8 million of non-cash interest expense, and $2.6 million of stock-based compensation.

Working capital changes in 2024 included a $5.1 million increase in accounts receivable and a $7.5 million decrease in accounts payable and accrued expenses.

Non-cash investing and financing activities, including stock-based compensation and equity issued for services, reduced the need for cash outflows in both periods.

Cash Flows from Investing Activities

Net cash provided by investing activities was $1.7 million for the year ended December 31, 2025, compared to $0.3 million for the year ended December 31, 2024.

Investing activities in 2025 were primarily driven by $2.4 million in proceeds from the sale of property and equipment, partially offset by $0.7 million of cash returned in connection with the divestiture of Meridian Equipment Leasing and Equipment Transport and $25,515 in purchases of equipment.

For the year ended December 31, 2024, investing activities included $4.8 million of cash used for the acquisition of assets in connection with the Endeavor Entities transaction, as well as $4.5 million in capital expenditures related to the buildout of RPCs, wash plant, and pipeline facilities.

Overall, investing activity in both periods reflects our continued focus on infrastructure development and strategic portfolio optimization through acquisitions and divestitures.

Cash Flows from Financing Activities

Net cash provided by financing activities was $12.5 million for the year ended December 31, 2025, compared to $0.8 million for the year ended December 31, 2024.

Financing activities during 2025 were primarily driven by $21.1 million in proceeds from loans and notes payable, including $3.1 million from related parties, as well as $9.7 million in proceeds from the issuance of common stock.

These inflows were partially offset by $15.6 million in repayments of notes payable and related party debt and $2.6 million in payments on finance lease liabilities.

For the year ended December 31, 2024, financing activities included $7.5 million in proceeds from loans and notes payable, including $1.7 million from related parties, and $1.4 million in proceeds from the issuance of common stock.

These inflows were offset by $6.1 million in repayments of notes payable and related party debt and $2.0 million in payments on finance lease liabilities.

Overall, financing activities in both periods reflect our reliance on a combination of debt financing, including related party support, and equity issuances to fund operations, capital expenditures, and strategic transactions.

Liquidity Outlook and Going Concern

Based on our current cash position, projected operating cash flows, and existing obligations, we will require additional capital to fund operations and meet our debt obligations over the next twelve months.

As of December 31, 2025, we had approximately $2.1 million in cash and cash equivalents, of which $1.8 million was restricted, and approximately $11 million of debt maturing within one year.

These factors, together with our history of operating losses and negative cash flows, continue to place significant pressure on our liquidity.

Management is actively pursuing multiple initiatives to enhance liquidity, including raising capital through equity and debt financings, executing a structured financing arrangement, and advancing the potential sale of certain midstream and transportation assets.

In addition, we are focused on improving operating cash flows through the execution of our business plan, including strategic acquisitions, asset monetization, and cost management initiatives.

While we believe these actions, if successfully executed, will improve our liquidity position, there can be no assurance as to the timing or availability of such financing or the completion of planned transactions.

As a result, we may be required to delay, scale back, or eliminate certain operations or pursue additional strategic alternatives.

Contractual Obligations

Our contractual obligations as of December 31, 2024 for finance lease liabilities are for certain land, property, plant, and equipment that were acquired in the closing of our business combination, which acquired the Endeavor Entities on October 1, 2024, which leases end in 2025 and 2026.

Finance lease obligations as of December 31, 2024 are as follows:

Our contractual obligations as of December 31, 2024 for operating lease liabilities are for office warehouse space, land, and truck yards, which leases end in 2026 through 2027, except for a land lease which ends in 2042.

Regarding the Company’s finance lease liabilities during 2025, the Company entered into a forbearance agreement with Maxus Capital Group, LLC related to certain lease obligations, which provided for revised payment terms.

The Company did not comply with certain terms of the agreement and is currently working with the lender to address the outstanding obligations.

As a result, the related finance lease liabilities have been classified as current as of December 31, 2025.

Principal portion of finance lease obligations

Accrued interest

Total finance lease liabilities (current)

Our contractual obligations as of December 31, 2025 for operating lease liabilities are for office warehouse space, land, and truck yards, which leases end in 2026 through 2027.

Operating lease obligations as of December 31, 2025 are as follows:

Total Remaining

Interest Rate and Market Risk

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What changed 10-K

Item 5. Market for Registrant’s Common Equity