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Item 5. Other Information

2026-05-20 compared with 2025-11-19 · 116 added, 57 removed, 146 unchanged (54% of the section changed)

OTHER INFORMATION

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

(the “Company”), issued a junior secured convertible promissory note (the “Initial Note”) to J.J.

Astor Forbearance Agreement

On March 17, 2025, the Company issued a junior secured convertible promissory note (the “Initial Note”) to J.J.

(the “Lender”), in the principal amount of $6,625,000 (the “Principal Amount”), in relation to a Loan and Security Agreement by and between the Company, its subsidiaries, and the Lender (the “Loan Agreement”).

2 unchanged sentences

In relation to the Loan Agreement, the Company also entered into a Registration Rights Agreement with the Lender (the “RRA”), under which the Company was obligated to file a resale registration statement with the SEC registering any shares of its common stock issuable under the Note no later than sixty (60) days after closing.

On July 9, 2025, we entered into a Second Amendment to Loan Agreement and Registration Rights Agreement (the “Amendment”), and an Additional Junior Secured Convertible Note (the “Additional Note”, together with the Amendment, the “New Loan Documents”), under which we agreed to issue the Lender the Note in the principal amount of $5,940,000.

Under the New Loan Documents, we will receive net proceeds of $971,025.65, 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 applicable registration statement is effective, in free trading shares of its common stock issued at a twenty percent (20%) discount to the lower of either the previous day’s closing price or the average of the four lowest volume-weighted average prices during the prior twenty (20) trading days.

The Note does not bear interest unless in default and is subject to mandatory prepayment upon the receipt of proceeds from identified sales of equity interests in the Company and/or the receipt of certain extraordinary cash payments.

In the event we default on the terms of the Initial Note or the Additional Note, the conversion price under the notes is a 50% discount to discount to the lower of either the previous day’s closing price or the average of the four lowest volume-weighted average prices during the prior twenty (20) trading days.

The lender is secured by a junior lien in all assets of the Company, subject to exceptions for existing debt covenants of the Company.

The Company reserved 15,000,000 shares of its common stock for issuance in connection with a conversion under the Additional Note and the Company agreed to issue the Lender 150,000 shares of its common stock as additional consideration for the loan (the “Commitment Shares”).

We received the funds under the New Loan Documents on July 15, 2025.

On July 9, 2025, we entered into a Forbearance and Amendment to Loan Agreement and Note, which amended the terms of the Loan Agreement, Initial Note and RRA (the “Forbearance Agreement”).

Under the terms of the Forbearance Agreement:

(i) the Lender agreed to loan us an additional amount up to $4,400,000 under similar terms as the Initial Note (funds from which we received on July 15, 2025, as set forth below), (ii) the Lender agreed to permit us to raise an additional $3,000,000 under terms set forth on Exhibit I of the Loan Agreement, (iii) the filing date for the resale registration statement under the RRA was extended to July 18, 2025, (iv) the Outstanding Principal Amount of the Initial Note was $6,151,783 on the Forbearance Agreement Effective Date, (v) the principal amount under the Initial Note was increased to $6,766,961.30 (the “Amended Principal Amount”), representing 110% of the Outstanding Principal Amount of the Note as of the Forbearance Agreement Effective Date, (vi) the Weekly Installment Payments under the Initial Note stayed the same, (vii) the fee of $615,178.30 was added to the Amended Principal Amount of the Initial Note and shall be due and payable by the Company on or before January 7, 2026, (viii) past due interest totaling $291,367.35, that has accrued between the Forbearance Agreement Effective Date and the Effective Date, shall also be paid on or before January 7, 2026, and (ix) both the $615,178.30 fee and the $291,367.35 of past due interest shall be paid in full in cash on or before January 7, 2026.

On July 19, 2025, the Board of Directors of Vivakor received notice from Tyler Nelson, Vivakor’s Chief Financial Officer and Member of the Board of Directors of his resignation from such positions effective immediately.

On July 24, 2025, Vivakor Administration, LLC (the “Company”) entered into an executive employment agreement with Kimberly Hawley (the “Employment Agreement”) with respect to the her appointment as Executive Vice President, Chief Financial Officer, and Treasurer of the Company and Vivakor, Inc.

Pursuant to the Employment Agreement, Ms.

Hawley will receive annual compensation of $350,000.

Additionally, Ms.

Hawley shall be eligible for performance bonus compensation as further set forth therein.

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

On July 30, 2025, Vivakor Transportation, LLC, as Seller, executed and entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Jorgan Development, LLC (“Jorgan”) to sell all of the issued and outstanding limited liability company membership interests in and to Meridian Equipment Leasing, LLC, and Equipment Transport, LLC (the “Divested entities”), two indirectly wholly-owned subsidiaries of Vivakor, Inc.

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

The purchase price paid to the Seller thereunder consisted of $11,058,235 USD to be remitted in Series A Convertible Preferred Stock of Vivakor, which shares will no longer be considered outstanding or be entitled to the relevant annual dividend.

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

The Divested entities were principally engaged in the truck transportation of oilfield produced water and associated equipment leasing operations.

In connection with the Transaction, and among other agreements as further set forth in the Purchase Agreement, (i) affiliates of Vivakor, and certain related parties controlled directly or indirectly by James H.

Ballengee, Vivakor’s Chairman, President, and Chief Executive Officer (the “Ballengee Family Office Affiliates”) will amend and restate that certain Transition Services Agreement dated October 1, 2024, to account for new and additional services to be provided by various parties thereto, (ii) the parties will amend and restate that certain Secured Promissory Note dated August 15, 2022, by and between Vivakor, as Borrower, and Jorgan Development, LLC, as Lender, reducing the payments to Lender thereunder by almost one-half (1/2), from ninety-nine percent (99%) of certain free cash flow from certain of Vivakor’s terminal operations to fifty percent (50%) of free cash flow from such operations, and (iii) Mr.

Ballengee and certain Ballengee Family Office Affiliates will voluntarily suspend the right to receive dividends and distributions upon Series A Convertible Preferred Stock of Vivakor, held by them for the period from August 1, 2025 to January 1, 2026.

On July 30, 2025, Silver Fuels Delhi, LLC, White Claw Colorado City, LLC, Silver Fuels Processing, LLC, CPE Gathering Midcon, LLC, Vivakor, and Vivakor Transportation, LLC (collectively, the “Vivakor Obligors”), James H.

Ballengee, Vivakor’s Chairman, President, and Chief Executive Officer, and certain related parties controlled directly or indirectly by Mr.

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

Pursuant to the terms of the Forbearance Agreement, the Vivakor Obligors and the Ballengee Obligors agreed that (A) various events of default have occurred and are continuing to occur with respect to (i) Master Agreement No.

1450 dated March 17, 2020, by and between Maxus Capital Group, LLC, as Lessor, Silver Fuels Delhi, LLC, as Lessee, and Jorgan Development, LLC, as Co-Lessee, and all Schedules and Leases made subject thereto (collectively, the “1450 Lease”), (ii) Master Agreement No.

1452 dated December 28, 2021, by and between Maxus Capital Group, LLC, as Lessor, Meridian Equipment Leasing, LLC, as Lessee, and Jorgan Development, LLC, as Co-Lessee, and all Schedules and Leases made subject thereto (collectively, the “1452 Lease”), (iii) Master Agreement No.

1462 dated December 28, 2021, by and between Maxus Capital Group, LLC, as Lessor, White Claw Colorado City, LLC, as Lessee, and Jorgan Development, LLC, as Co-Lessee, and all Schedules and Leases made subject thereto (collectively, the “1462 Lease”, and together with the 1450 Lease and the 1452 Lease, the “Maxus Leases”), (B) Maxus will forbear and refrain from further action to enforce its rights under the Maxus Leases so long as no further events of default occur pursuant to the Forbearance Agreement, and (C) pursuant to the Maxus Leases, the Vivakor Obligors and Ballengee Obligors will pay or cause to be paid to Maxus the sum of $3,288,067.12 on or before September 1, 2025, the sum of $1,418,659.76 on or before October 1, 2025, the sum of $1,500,000 on or before November 30, 2025, the sum of $3,000,000 on or before November 30, 2025, the sum of $41,012.06 per month pursuant to the 1450 Lease, the sum of $592,973.77 per month pursuant to the 1452 Lease, and the sum of $188,030.95 per month pursuant to the 1462 Lease.

Upon the execution of the Forbearance Agreement, the Vivakor Obligors and Ballengee Obligors must remit to Maxus a forbearance fee equal to (x) $250,000.00 cash and (b) restricted common shares of Vivakor in an amount equal to $250,000.00, priced per share based on the average closing price for the three (3) days preceding their issuance.

Pursuant to a Transition Agreement dated August 12, 2025, by and between Vivakor and Vivakor Administration, LLC, as Company, and Russ M.

Shelton (the “Transition Agreement), Mr.

Shelton, resigned his position as Executive Vice President and Chief Operating Officer of the Company, concurrent therewith and agreed to assist in transitioning his responsibilities to his replacement.

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

On August 12, 2025, we entered into a Second Amendment to the Employment Agreement with Les Patterson, which amended that certain Employment Agreement dated July 1, 2025, as amended.

Under the Amended Agreement, Mr.

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

in exchange for a base annual salary of $375,000 and annual equity compensation of shares of Vivakor’s common stock equal to not less than $125,000, paid to Mr.

Patterson in four equal quarterly installments priced per share based on the volume-weighted average price for the preceding five (5) NASDAQ trading days prior to the Effective Date or annual anniversary of the Amended Agreement, as applicable, with the shares issued as registered common stock under a registered equity compensation plan.

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

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

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

Under the terms of the SPA and the Note, we received $550,000, the Note matures twelve months from the date of issuance, has a 15% original issuance discount, has a one-time ten percent (10%) interest charge applied at the issuance date, and is convertible at eighty percent (80%) of the lower of (a) the closing price of the Vivakor’s common stock as traded on either the Nasdaq or the New York Stock Exchange or the NYSE Amex Exchange (as applicable) on the trading day immediately prior to the date a notice of conversion is submitted in writing to the Company under the Note (each a “Notice Date”), or (b) the average of the four lowest VWAPS over the twenty (20) trading days prior to the applicable Notice Date.

In connection with the issuance of the Note, we will issue the Holder 82,500 shares of our common stock as additional incentive to enter into the SPA and the Note.

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

The information regarding this transaction was filed in a Current Report on Form 8-K filed with the Commission on March 21, 2025.

As previously reported, on July 9, 2025, the Company entered into a Forbearance and Amendment to Loan Agreement and Note, which amended the terms of the Loan Agreement, Initial Note and RRA (the “First Forbearance Agreement”).

Under the terms of the First Forbearance Agreement, the Lender agreed to loan us additional funds under a Second Junior Secured Promissory Note (the “Second Note”) and agreed to forbear any default under the Initial Note in exchange for certain consideration.

The information regarding this transaction was filed in a Current Report on Form 8-K filed with the Commission on July 21, 2025.

On October 8, 2025, the Company entered into a Second Forbearance and Amendment to Loan Agreement and Notes, which amended the terms of the Loan Agreement, Initial Note, the RRA, the Second Note and the First Forbearance Agreement (the “Second Forbearance Agreement”).

Under the terms of the Second Forbearance Agreement:

(i) the Lender agreed to loan us an additional amount up to $2,450,000, (ii) the Outstanding Principal Amount of the Initial Note was $2,259,319.89 and the Outstanding Principal Balance on the Second Note was $5,685,805.13 on the Forbearance Agreement Effective Date, (iii) the Lender provided notice of default to the Company under the Second Note, thereby accelerating all amounts due thereunder, (iv) the Lender agreed the Company was not in default of the Initial Note, Second Note or other Transaction Documents effective September 30, 2025 and to forbear declaring an Event of Default going forward and accelerating all amounts due under the Initial Note and the Second Note, subject to the Company complying with the terms of the Second Forbearance Agreement, (v) all amounts due under the Initial Note and the Second Note, with any accrued interest, will be due on or before November 30, 2025, (vi) interest under the Initial Note and Second Note will continue at the default interest rate of 19%, (vii) the conversion terms under the Initial Note and Second Note will remain on the Default Conversion Price under those instruments, and (viii) the Lender agreed to a standstill period until November 30, 2025, during which time the Lender will not declare an event of default or accelerate any payment obligations under the Initial Note or the Second Note, so long as the Company (a) pays interest at the Default Interest Rate on the Initial Note and the Second Note, (b) issues the Third Note to the Lender, and (c) pays in full all past due payments on the Initial Note and the Second Note on or before November 30, 2025.

In connection with the Second Forbearance Agreement the Lender agreed to loan the Company up to an additional $2,450,000.

On October 9, 2025, the Company and Lender entered into an Additional Junior Secured Convertible Note (the “Third Note”), under which the Company agreed to issue the Lender the Third Note in the principal amount of $1,620,000, with the Company receiving proceeds of $1,152,000 before subtracting $53,000 for legal fees and origination fees.

The Company received the first funds from the Third Note on October 9, 2025 with the remainder received on October 10, 2025.

As additional consideration for the Second Forbearance Agreement and the Third Note, the Company agreed to issue the Lender 286,000 shares of its common stock for $286 (the “Commitment Shares”).

The information regarding this transaction was filed in a Current Report on Form 8-K filed with the Commission on October 14, 2025.

The Initial Note was satisfied in full on November 20, 2025 and the Third Note was satisfied in full on or about October 27, 2025, which left only the Second Note outstanding.

As previously reported, on February 5, 2026, the Company and the Lender entered into a fourth Forbearance, Note Payment and Registration Rights Amendment Agreement (the “Fourth Forbearance Agreement”), pursuant to which (a) the parties agreed that $5,995,722.21 was then outstanding, due and payable under the Second Note and (b) the Maturity Date of the Second Note was extended to as late as January 1, 2027, and (c) the Company agreed to pay the outstanding balance of the Second Note in the following installments, with payments, payable, at the option of the Company, either in cash or under certain conditions in Conversion Shares issued at the Default Conversion Price that are immediately salable by the Lender under Rule 144, as follows:

(i) $50,000 per week commencing Monday, April 6, 2026, (ii) $100,000 per week commencing Monday, July 6, 2026, (iii) $150,000 per week commencing Monday, October 5, 2026, and (iv) $250,000 per week commencing Monday, December 7, 2026, with the outstanding balance to be paid in full by January 1, 2027 (the “Amended Repayment Terms”).

The information regarding this transaction was filed in a Current Report on Form 8-K filed with the Commission on February 5, 2026.

As previously reported, on February 27, 2026, the Company and the Lender entered into a Third Amendment to Loan Agreement Fourth Forbearance Agreement and Registration Rights Agreement (the “Loan Agreement Amendment No.

3”) and $993,750 Original Principal Amount Junior Secured Promissory Note (the “Fourth Note”).

Under the terms of the Fourth Note the Lender agreed to loan us an additional $750,000, which matures on April 6, 2026.

In the event we default on the Fourth Note, the note begins accruing interest at 19% per annum, the principal amount due under the note is increased to 110% of the principal amount owed at the time of default, and the amounts due under the note become convertible with the Lender allowed to convert 200% of the amount due under the note at a conversion price equal to an 80% discount to the lesser of (a) the closing price of the Company’s common stock on (x) the Funding Date of the Initial Note and (y) the Funding Date of the Second Note (whichever closing price is lower), or (b) 20% of the closing price of the Company Common Stock on such applicable Funding Date.

Under the terms of the Loan Agreement Amendment No.

3, the Lender and Company agreed the date by which the Company has to relist on Nasdaq under the Fourth Forbearance Agreement was extended to April 6, 2026, and the Second Note default terms were amended in certain respects to the default terms in the Fourth Note.

The Company received the funds from the Fourth Note on February 27, 2026, minus $40,000 for legal and transaction fees.

The Company and the Lender also entered into a Subsidiary Guarantee, under which the Company’s subsidiaries are guaranteeing the amounts due under the Fourth Note (the “Subsidiary Guarantee”) and a Pledge and Security Agreement, under which the Company and its subsidiaries secured the repayment of the amounts due under the Second Note and the Fourth Note with their assets as collateral (the “Pledge and Security Agreement”).

Additionally, the Company conveyed certain real property and improvements it owns in Blaine County, Oklahoma to the Lender to secure the repayment of the Fourth Note.

In the event the Fourth Note is paid in full by the maturity date, the Oklahoma property will be reconveyed to the Company.

On May 6, 2026, the Company entered into a Forbearance and Note Payment Amendment Agreement (“May 2026 Forbearance Agreement”), under which the Lender agreed to forbear their rights under the Loan Agreement, as amended, if the Company agrees and complies with the following terms:

(i) the Company acknowledges that $6,815,805.71 adjusted outstanding balance is due and payable as of the Effective Date of the May 2026 Forbearance Agreement under the Second Note and $1,111,151.74 is outstanding, due and payable as of the Effective Date of this May 2026 Forbearance Agreement under the Fourth Note, (ii) the Company will pay Lender One Million Five Hundred Thousand Dollars ($1,500,000) upon the closing of the first funding of that certain financing transaction being conducted for the Company by RBW Capital Partners LLC, a division of Dawson James Securities, Inc.

(the “RBW Financing”), to occur on or before May 7, 2026, to be applied to the outstanding balance of the Second Note, (iii) the Company will pay Lender Two Million Five Hundred Thousand Dollars ($2,500,000) upon the second closing of the RBW Financing, to be applied to the outstanding balance of the Second Note, to occur upon the effectiveness of an S-1 Registration Statement, to be filed on or before May 13, 2026 and be effective on or before July 15, 2026, (iv) the remaining balance of the Second Note upon the earlier to occur of (a) closing of the transaction by and between the Company and Olenox Industries, Inc.

that is the subject of a Term Sheet dated January 27, 2026 (the “Olenox Transaction”) or (b) receipt by the Company of any proceeds from an Advance under the Standby Equity Purchase Agreement (the SEPA”) that is a component of the RBW Financing, with the first Advance to be on or before August 15, 2026, in which fifty percent (50%) of the net proceeds of each Advance shall be paid directly to the Lender until the Second Note is paid in full;

and (v) the outstanding balance of the Fourth Note upon the earlier to occur of (a) closing of the Olenox Transaction, (b) fifty percent (50%) of the net proceeds from an Advance under the SEPA that is a component of the RBW Financing, with the first Advance to occur on or before August 15, 2026 and so long as the Second Note has been repaid in full, on or before November 5, 2026.

Cedarview Forbearance Agreement

On May 6, 2026, the Company entered into a Forbearance Agreement (the “Cedarview Forbearance Agreement”) with Cedarview Opportunities Master Fund, LP (the “Investor”), under which the Investor agreed to forbear its rights under that certain Loan and Security Agreement (the “Cedarview Agreement”), dated February 5, 2024, the senior secured note to the Investor in an aggregate principal amount of $3,000,000 (the “Initial Note”), that certain Loan and Security Agreement, dated October 31, 2024, and a senior secured note to the Investor in an aggregate principal amount of $3,670,160.77 (the “Investor Second Note”, together with the Initial Note, the “Investor Notes”), as those documents have previously been amended, and the Investor agreed to extend the maturity date of the Initial Note and the Second Note to October 31, 2026, so long as the Company (i) make certain prepayments under the Existing Notes from the RBW SEPA or other financings, (ii) pays the Investor $250,000 from the second tranche of the RBW Financing, as a mandatory required prepayment of the Existing Notes, (iii) that if the Company closes the contemplated Olenox Transaction, by no later than the second (2nd) Business Day after such closing, the Company will pledge 2,000,000 shares of Olenox common stock the Company receives in the Olenox Transaction as additional collateral securing the Company’s payment obligations under the Existing Notes, in form and substance satisfactory to the Investor, in its sole discretion, and (iv) the Company issues the Investor 275,000 shares of its common stock, restricted in accordance with Rule 144 (the “Investor Shares”).

March 2026 Reverse Stock Split

On March 24, 2026, the Company effected a 1-for-200 reverse stock split of its common stock pursuant to a Certificate of Amendment to the Company’s Amended and Restated Articles of Incorporation following shareholder approval obtained at the Company’s Special Meeting held on December 22, 2025.

Relisting On Nasdaq

On April 23, 2026, the Company received a letter (the “April Letter”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Nasdaq Hearing Panel (the “Panel”) determined that the Company is in compliance with the Minimum Bid Price Requirement and that trading in the Company’s securities will resume trading on the Exchange effective April 27, 2026.

Pursuant to Listing Rule 5815(d)(4)(B), the Company will be subject to a Mandatory Panel Monitor for a period of one year from the date of the April Letter.

In the event that the Company becomes deficient with the Minimum Bid Price Requirement, the Company will not be afforded the opportunity to submit a compliance plan for the Staff’s consideration and the Staff will issue a Delisting Determination Letter, following which the Company may request review by the Panel, at which the Company may present a compliance plan for the Panel’s consideration.

Consulting Agreement

In May 2026, the Company entered into an Independent

Contractor Agreement with William Tuorto for consulting services he is performing for the Company dating back to April 1, 2026.

In connection

with the agreement, the Company issued 69,083 shares of common stock under the 2023 Plan, which shares were issued without a restrictive

legend pursuant to a Form S-8 registration statement.

Under the terms of the agreement, the consultant is Consultant responsible for assisting

in the management and operations related to the Company being a public company;

providing advice regarding the strategy of the Company

and its subsidiaries;

general advice regarding dispositions and/or acquisitions and negotiation assistance, which the Company believes

will be beneficial to it;

and any other consulting and project management services the Company may stand in need of as communicated in

writing (the “Services”).

In exchange for the Services, the Company agreed to pay the consultant $50,000 per month, with additional

fees due if the Company achieves certain EBITDA thresholds for the quarters ending June 30, 2026, September 30, 2026 and December 31,

The Company also agreed to pay the Consultant a $300,000 contract signing fee.

All fees owed to the Consultant are payable in shares

of the Company’s common stock, priced at the 52-week low closing price preceding the applicable calendar quarter, with such price

not subject to adjustment for stock splits, and payable out of any applicable equity incentive plan the Company has in place that has

been registered under Form S-8 so the shares may be issued without a restrictive legend.

Private Financing Transaction (the “Financing”)

Convertible Promissory Notes

The following summary of the Notes does not purport to be complete and is qualified in its entirety by reference to the forms of SPA and Notes filed as exhibits to the registration statement of which this prospectus forms a part.

On May 8, 2026, the

Company entered into a Securities Purchase Agreement (the “SPA”) with certain institutional investors (collectively, the

“Selling Stockholders”) providing for the issuance of convertible promissory notes (the “Notes”) with

aggregate gross proceeds to the Company of up to $12.0 million, before fees and expenses, in two closings.

The Notes have an

aggregate principal amount of $15.0 million, reflecting a $3.0 million original issue discount of 20%.

The initial closing occurred on May 8, 2026, pursuant to which the Company received $6.0 million in gross proceeds.

A second closing for an additional $6.0 million remains subject to the effectiveness of the registration statement of which this prospectus forms a part and other customary closing conditions pursuant to the terms of the SPA and the Note.

The Notes are convertible into shares of the Company’s Common Stock at a conversion price equal to the greater of $0.37 per share and 80% of the lowest daily volume weighted average price (“VWAP”) of the Company’s common stock during the five trading days immediately preceding conversion.

Conversions under the Notes are generally subject to a 4.99% beneficial ownership limitation, which may be waived upon notice by the applicable holder.

In addition, absent shareholder approval, conversions are limited to the extent necessary to comply with Nasdaq’s 19.99% issuance limitation.

The Notes contain customary events of default, including payment and covenant defaults, which may result in acceleration of amounts due under the notes and certain additional default-related remedies, including an increase in the outstanding principal amount upon the occurrence of certain events of default.

The Company agreed to register for resale shares issuable upon conversion of the Notes, and this prospectus forms part of the related registration statement.

The Company intends to use proceeds from the Financing for working capital, debt reduction, and general corporate purposes.

RBW Capital Partners LLC, a division of Dawson James Securities, Inc., acted as placement agent in connection with the Financing.

Standby Equity Purchase Agreement

The following summary of the Standby Equity Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the form of the Standby Equity Purchase Agreement filed as an exhibit to the registration statement of which this prospectus forms a part.

On May 8, 2026, the Company entered into a standby equity purchase agreement (the “SEPA”) with an institutional investor (the “SEPA Investor”) providing for the potential purchase by the SEPA Investor of up to $100 million of the Company’s common stock over a 36-month period, subject to the terms and conditions of the SEPA.

Under the SEPA, the Company may, at its discretion, direct the SEPA Investor to purchase shares of common stock from time to time, subject to specified volume limitations, pricing formulas, and beneficial ownership limitations set forth in the agreement.

Shares issued under the SEPA will generally be purchased at a discount to prevailing market prices.

The Company controls the timing and amount of any sales under the SEPA, subject to the terms and limitations contained in the agreement.

Actual sales under the SEPA will depend on a variety of factors, including market conditions, trading prices of the Company’s common stock, and the Company’s capital needs.

The Company is required to file a separate registration statement covering shares issuable under the SEPA before any sales may occur under the agreement.

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

6 unchanged sentences

Form of Certificate of Designation-Series A Preferred Stock

Amended and Restated Series A Convertible Preferred Stock Certificate of Designations

Certificate of Amendment to Amended and Restated Articles of Incorporation, filed with the Secretary of State of the State of Nevada to Increase Authorized Common Stock

Certificate of Amendment to Amended and Restated Articles of Incorporation to Effect 1-for-200 Reverse Stock Split

Vivakor, Inc.

5 unchanged sentences

Form of Pre-Funded Warrant

Description Securities

Vivakor, Inc.

12 unchanged sentences

Form of First Amended and Restated Master Netting Agreement re Endeavor MIPA

Exhibit Description

Convertible Promissory Note dated March 29, 2024 with Keke Mingo

1 unchanged sentence

and Tyler Nelson dated June 13, 2024

Exhibit Description

Settlement Agreement by and between Vivakor, Inc.

25 unchanged sentences

Purchase and Sale Agreement by and between Pilot OFS Holdings, LLC and Meridian Equipment Leasing, LLC dated December 22, 2023

Exhibit Description

Letter Agreement regarding Secured Promissory Note and related Loan Documents by and between Pilot OFS and Meridian Equipment Leasing, LLC dated October 1, 2024

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

Exhibit Description

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

15 unchanged sentences

Trucking Transport Agreement Addendum by and between Endeavor Crude, LLC and White Claw Crude, LLC dated January 1, 2024

Exhibit Description

First Amendment to Crude Oil Gathering and Dedication Agreement by and between CPE Midcon Gathering, LLC and Continental Resources, Inc.

1 unchanged sentence

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

Exhibit Description

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

28 unchanged sentences

Form of Physical Commodity Intermediation Agreement dated October 22, 2025

Exhibit Description

Settlement Agreement with James Samuelson dated October 23, 2025

1 unchanged sentence

Transition Agreement with Patrick Knapp dated November 10, 2025

Exhibit Description

Debt Satisfaction and Preferred Stock Amendment Agreement

Interim Forbearance Agreement with Cedarview dated December 31, 2025

Form of Forbearance and Note Amendment Agreement with Lenders entered into on January 30, 2026

Forbearance and Note Payment Amendment Agreement with J.J.

entered into on February 5, 2026

Third Amendment to Loan Agreement Fourth Forbearance Agreement and Registration Rights Agreement with J.J.

Astor dated February 27, 2026

Fourth Junior Secured Convertible Promissory Note to J.J.

Astor dated February 27, 2026

Subsidiary Guarantee with J.J.

Astor dated February 27, 2026

Pledge and Security Agreement with J.J.

Astor dated February 27, 2026

Form of Securities Purchase Agreement for Selling Stockholders Financing

Form of Convertible Promissory Note for Selling Stockholders Financing

Form of Standby Equity Purchase Agreement for Selling Stockholders Financing

2025 Equity and Incentive Plan

Consulting Agreement with William Tuorto dated May 2026

Subsidiaries of the Company

Vivakor, Inc.

Compensation Recovery Policy

Certification of Principal Executive Officer, pursuant to 18 U.S.C.

20 unchanged sentences

Chief Executive Officer (Principal Executive Officer)

November 19, 2025

VIVAKOR, INC.

2 unchanged sentences

Chief Financial Officer (Principal Financial and Accounting Officer)

November 19, 2025

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information