What changed in this filing

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Item 1. Financial Statements

2026-08-19 compared with 2026-05-20 · 154 added, 140 removed, 349 unchanged (46% of the section changed)

FINANCIAL STATEMENTS

VIVAKOR, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

2 unchanged sentences

Cash - restricted

receivable, net of allowance for credit losses of $1,507,983 and $0 at March 31, 2026 and December 31, 2025, respectively

Accounts receivable, net of allowance for credit losses of $ 1,246,467 and $ 0 at June 30, 2026 and Dec 31, 2025, respectively

Accounts receivable - related party

25 unchanged sentences

Stockholders’ equity (deficit):

Preferred stock,

shares authorized, 96,731

outstanding as of March 31, 2026 and December 31, 2025

Preferred stock, $ 0.001 par value;

15,000,000 shares authorized, 96,731 outstanding as of June 30, 2026 and December 31, 2025

Common stock, $ 0.001 par value;

500,000,000 shares authorized;

3,850,101 and 2,013,107 were issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

511,000 and 100,000 were issued and outstanding as of June 30, 2026 and Dec 31, 2025, respectively

Additional paid-in capital

4 unchanged sentences

Total Vivakor, Inc.

stockholders’ equity (deficit)

stockholders’ equity

Noncontrolling interest

Total stockholders’ equity (deficit)

Total liabilities and stockholders’ equity (deficit)

Total stockholders’ equity

Total liabilities and stockholders’ equity

See accompanying notes to condensed consolidated financial statements

2 unchanged sentences

Three Months Ended

Six Months Ended

Revenues - related party

2 unchanged sentences

Operating expenses:

Sales and marketing

General and administrative

1 unchanged sentence

Total operating expenses

Loss from operations

Income (loss) from operations

Other income (expense):

Unrealized gain (loss) on marketable securities

Unrealized gain on marketable securities

Gain (loss) on disposition of assets

Loss on conversion of debt

Gain on conversion of debt

Interest income

1 unchanged sentence

Interest expense - related parties

Other income (loss)

Total other income (expense)

6 unchanged sentences

Net loss to common shareholders

( 13,988,994 )

Basic and diluted net loss per share

7 unchanged sentences

January 1, 2025

Issuance of common stock for cash, net of offering

of common stock for cash, net of offering costs

Issuance of common stock for a reduction of liabilities

13 unchanged sentences

Impact of stock split including issuances for fractional shares

Gain on forgiveness of convertible note payable to CEO

Stock based compensation

based compensation - consultant

Common stock issued - Series A Preferred Stock Dividends

Common stock distributable - Series A Preferred Stock Dividends

1 unchanged sentence

Shares issued with debt conversion

March 31, 2026

June 30, 2026

( 215,320,318

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

OPERATING ACTIVITIES:

6 unchanged sentences

Loss on disposition of assets

Loss on conversion of debt

Gain on conversion of debt

Noncash interest charges

3 unchanged sentences

Prepaid expenses

Other liabilities

Right of use assets - operating leases

Accounts payable and accrued expenses

Accrued compensation

Operating lease liabilities

2 unchanged sentences

Proceeds from sale of property and equipment

Investment in joint venture

Net cash provided by (used in) investing activities

10 unchanged sentences

SUPPLEMENTAL CASHFLOW INFORMATION:

Cash paid during the period for:

Cash paid during the year for:

Noncash transactions:

38 unchanged sentences

Change in Estimated Useful Lives

During the three months ended March 31, 2026, the Company reassessed the estimated useful lives of certain property and equipment based on operational experience, expected usage, and updated maintenance and replacement assumptions.

During the six months ended June 30, 2026, the Company reassessed the estimated useful lives of certain property and equipment based on operational experience, expected usage, and updated maintenance and replacement assumptions.

As a result, the Company revised the estimated useful lives of certain assets on a prospective basis effective January 1, 2026.

The change in estimate was accounted for prospectively in accordance with ASC 250, Accounting Changes and Error Corrections.

The effect of the change was to decrease depreciation expense by approximately $ 405,000 for the three months ended March 31, 2026.

The effect of the change was to decrease depreciation expense by approximately $ 0 and $ 405,000 for the three and six months ended June 30, 2026, respectively.

Revenue Recognition

6 unchanged sentences

Related Party Revenues

Revenue from related parties was $ 5,364,726 and $ 4,551,775 for the quarters ended March 2026 and 2025, respectively.

Revenue from related parties was $ 5,603,053 and $ 10,967,779 for the three and six months ended June 30, 2026, respectively.

Revenue from related parties was $ 8,101,023 and $ 12,652,798 for the three and six months ended June 30, 2025, respectively.

The Company generates revenue from related parties through the sale of crude oil and related products, as well as the provision of terminaling, storage, pipeline throughput, and transportation logistics services under long-term contracts.

These contracts were acquired as part of the Company’s acquisitions of Silver Fuels Delhi, LLC and White Claw Colorado City, LLC in August 2022, and Endeavor Crude, LLC in October 2024, and were entered into in the ordinary course of business.

The Company evaluates collectability of related party receivables in a manner consistent with other customers.

Major Customers and Concentration of Credit Risk

During the three months ended March 31, 2026, two customers, including one related party, accounted for approximately 90 % of the Company’s revenues.

As of March 31, 2026, no significant accounts receivable balances were outstanding from these customers.

During the three months ended March 31, 2025, two customers, including one related party, accounted for approximately 15 % of the Company’s revenues.

As of March 31, 2025, these customers represented approximately 31 % of the Company’s accounts receivable balance.

During the three and six months ended June 30, 2026, three customers, including one related party, accounted for approximately 94.8 and 92.4 % , respectively, of the Company’s revenues.

As of June 30, 2026, no significant accounts receivable balances were outstanding from these customers.

During the three and six months ended June 30, 2025, one customer, a related party, accounted for approximately 17 % and 6 % , respectively, of the Company’s revenues.

As of June 30, 2025, this customer represented approximately 15 % of the Company’s accounts receivable balance.

Net Income (Loss) Per Share

1 unchanged sentence

Diluted net income (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.

All share and per share amounts have been retroactively adjusted to reflect the reverse stock split effected in March 2026.

All share and per share amounts have been retroactively adjusted to reflect the reverse stock splits effected in March 2026 and July 2026.

Potentially dilutive securities are excluded from the computation of diluted net income (loss) per share when their effect would be antidilutive.

2 unchanged sentences

The Company has historically incurred

net losses and experienced negative cash flows from operations and, as of March 31, 2026, had an accumulated deficit of

approximately $211 ( 211,045,231 )

As of March 31, 2026, the Company had a working capital deficit of approximately $ 54

million and cash and cash equivalents of approximately $ 75,051 ,

of which approximately $ 70,596

net losses and experienced negative cash flows from operations and, as of June 30, 2026, had an accumulated deficit of approximately

$215 ( 215,320,318 ) million.

As of June 30, 2026, the Company had a working capital deficit of approximately $ 58 million and cash and

cash equivalents of $ 259,416 , of which $ 2,896

was restricted.

2 unchanged sentences

The Company is

further obligated under finance lease liabilities of approximately $9.3

also obligated under finance lease liabilities of approximately $9.5 9,549,265

million and has current derivative liabilities of approximately $ 6.4

2 unchanged sentences

substantial doubt about the Company’s ability to continue as a going concern.

During the three months ended

March 31, 2026, the Company continued executing its strategic plan focused on optimizing its midstream transportation,

terminaling, and environmental processing operations, including the integration and operation of the Endeavor Entities acquired in

the fourth quarter of 2024.

The Company has historically financed its operations through a combination of operating cash flows, debt

financings, and private and public equity offerings.

During the second quarter 2026, the Company also entered into a financing

arrangement with two institutional investors, with RBW Capital Partners LLC acting as placement agent, intended to support working

capital and ongoing operations.

During the six months ended June 30, 2026, the Company continued executing its strategic plan focused on optimizing its midstream transportation, terminaling, and environmental processing operations, including the integration and operation of the Endeavor Entities acquired in the fourth quarter of 2024.

The Company has historically financed its operations through a combination of operating cash flows, debt financings, and private and public equity offerings.

The Company also entered into a financing arrangement with two institutional investors, with RBW Capital Partners LLC acting as placement agent, intended to support working capital and ongoing operations.

Based on the above, we believe there is substantial doubt about the Company’s ability to continue as a going concern.

2 unchanged sentences

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.

Business Combination and Divestiture of Wholly Owned Subsidiaries

Business Combination, Divestiture of Wholly Owned Subsidiaries and Joint Venture

On October 1, 2024, the Company acquired all of the issued and outstanding membership interests of Endeavor Crude, LLC, Equipment Transport, LLC, Meridian Equipment Leasing, LLC, and Silver Fuels Processing, LLC (collectively, the “Endeavor Entities”).

On July 30, 2025, the Company completed the divestiture of Meridian Equipment Leasing, LLC and Equipment Transport, LLC (together, the “Divested Entities”), two indirectly wholly owned subsidiaries acquired as part of the Endeavor Entities, pursuant to a Membership Interest Purchase Agreement entered into with Jorgan Development, LLC, an entity controlled by James Ballengee, the Company’s Chief Executive Officer and Chairman.

Effective June 2, 2026, the Company entered into a joint venture agreement with Monarch R&P Management LLC for a 50% interest in Monarch Remediation & Processing LLC (“Monarch”) for future operations associated with operating a wash plant and remediation processing centers.

As of June 30, 2026, the Company has contributed $ 500,000 which is included in Other Assets in the accompanying consolidated balance sheet.

Accounts Receivable

2 unchanged sentences

The allowance for expected credit losses is reviewed on a periodic basis, and balances are written off when deemed uncollectible.

During the three months ended March 31, 2026, the Company recorded an allowance for expected credit losses related to certain customer receivable balances based on management’s assessment of collectability and current economic conditions.

During the six months ended June 30, 2026, the Company recorded an allowance for expected credit losses related to certain customer receivable balances based on management’s assessment of collectability and current economic conditions.

Accounts receivable consisted of the following:

of accounts receivable

Schedule of accounts receivable

Trade accounts receivable

2 unchanged sentences

Related party receivables

The balance of the related party receivable are due from entities affiliated with the Company’s Chief Executive Officer.

During the three months ended March 31, 2026, amounts due under related-party commercial agreements were offset against a related party note of approximately $ 1.1 million outstanding from Jorgan Development, LLC pursuant to existing offset arrangements between the parties.

The balance of related-party receivables is due from entities affiliated with the Company’s Chief Executive Officer.

During the three and six months ended June 30, 2026, amounts due under related-party commercial agreements were offset against amounts payable to Jorgan Development, LLC pursuant to existing offset arrangements between the parties.

As a result of such offsets and related activity, the Company’s net position with the affiliated entities transitioned from a payable position to a receivable position during the six months ended June 30, 2026.

As of June 30, 2026, related-party receivables totaled approximately $ 10.7 million, compared with approximately $ 1.4 million as of December 31, 2025.

Marketable Securities

3 unchanged sentences

The carrying value of marketable securities consisted of the following:

of marketable securities

Schedule of marketable securities

Investment in Adapti

1 unchanged sentence

Marketable Securities, net

The Company recognized unrealized gains (losses) related to marketable securities of approximately $ ( 11,378 ) and $ 1,652,754 during the three months ended March 31, 2026 and 2025, respectively.

The Company recognized unrealized gains related to marketable securities of $ 346,871 and $ 335,493 during the three and six months ended June 30, 2026, respectively.

The Company recognized unrealized losses related to marketable securities of $ 1,731,160 and $ 78,406 during the three and six months ended June 30, 2025, respectively.

Property and Equipment

7 unchanged sentences

Construction in process

Accumulated amortization

Depreciation expense for the three months ended March 31, 2026 and 2025 was approximately $ 1,156,369 and $ 3,527,645 , respectively.

The decrease in depreciation expense during the 2026 period was primarily attributable to the July 2025 divestiture of Meridian Equipment Leasing, LLC and Equipment Transport, LLC, as well as revisions to the estimated useful lives of certain property and equipment based on operational experience and expected usage.

Accumulated depreciation

Depreciation expense for the three and six months ended June 30, 2026 was $ 1,156,098 and $ 2,312,467 , respectively.

Depreciation expense for the three and six months ended June 30, 2025 was $ 795,083 and $ 4,322,728 , respectively.

The decrease in depreciation expense during the six-month 2026 period was primarily attributable to the July 2025 divestiture of Meridian Equipment Leasing, LLC and Equipment Transport, LLC, as well as revisions to the estimated useful lives of certain property and equipment based on operational experience and expected usage.

The change in estimate was accounted for prospectively and resulted in a decrease in depreciation expense of approximately $ 405,000 during the 2026 period.

10 unchanged sentences

Customer relationships, net

Amortization expense was approximately $ 1,395,088 and $ 2,303,957 for the three months ended March 31, 2026 and 2025, respectively.

The Company evaluates long-lived assets and intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

No impairment charges related to intangible assets were recorded during the three months ended March 31, 2026.

Amortization expense was $ 1,394,817 and $ 2,790,176 for the three and six months ended June 30, 2026, respectively.

Amortization expense was $ 6,075,867 and $ 8,379,824 for the three and six months ended June 30, 2025, respectively.

The Company evaluates long-lived assets and intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amounts of assets may not be recoverable.

No impairment charges related to intangible assets were recorded during the three and six months ended June 30, 2026.

Goodwill was fully impaired during the year ended December 31, 2025.

Accordingly, the Company had no goodwill recorded as of March 31, 2026 or December 31, 2025.

Accordingly, the Company had no goodwill recorded as of June 30, 2026 or December 31, 2025.

Accounts Payable and Accrued Expenses

12 unchanged sentences

Unearned Revenue

As of March 31, 2026 and December 31, 2025, the Company had approximately $ 9.1 million of unearned revenue related to an agreement to manufacture remediation processing centers (“RPCs”).

As of June 30, 2026 and December 31, 2025, the Company had approximately $ 9.1 million of unearned revenue related to an agreement to manufacture remediation processing centers (“RPCs”).

The balance originated in connection with the deconsolidation of Viva Wealth Fund I, LLC during 2023.

9 unchanged sentences

Curve Capital, LLC

William Tuorto

ClearThink Capital Partners, LLC

19 unchanged sentences

The note matures twelve months from issuance and includes a one-time interest charge of 15 % .

As of March 31, 2026, the outstanding balance of the note was approximately $ 289,321 , net of unamortized discount of approximately $ 32,679 .

Capital Partners, LLC/RBW Investors — During 2025, the Company entered into multiple twelve-month convertible

promissory notes with investors introduced to us by ClearThink Capital Partners, LLC and RBW totaling approximately $ 5.1

million in principal amount.

During the six months ended June 30, 2026, the lender converted an aggregate of $ 175,200 of outstanding principal under the convertible debt into 30,000 shares of the Company’s common stock, resulting in a non-cash loss on conversion of approximately $ 175,200 .

As of June 30, 2026, the outstanding balance of the note was $ 299,792 , net of unamortized discount of $ 22,208 .

ClearThink Capital Partners, LLC/RBW Investors — During 2025, the Company entered into multiple twelve-month convertible promissory notes with investors introduced to us by ClearThink Capital Partners, LLC and RBW totaling approximately $ 5.1 million in principal amount.

The notes included original issue discounts, one time interest charges, and conversion features.

2025, holders converted an aggregate of approximately $ 3.2

million of outstanding principal into shares of the Company’s common stock.

On January 30, 2026, the Company entered into

Forbearance and Note Amendment Agreements with the holders of the notes.

Pursuant to the amended agreements, the maturity dates of

the notes were extended to January 31, 2027 and certain repayment terms were revised.

In connection with the amendments, the

Company agreed to issue an aggregate of 278,449

shares of restricted common stock to the noteholders.

The amended agreements provide for installment payments through

January 31, 2027 and restrict conversions under the notes.

As of March 31, 2026, the outstanding balance of the notes was

approximately $ 1,267,632 ,

net of unamortized debt discount of approximately $ 535,471 .

William Tuorto — During the quarter ending March 31, 2026, the Company entered into a short-term funding arrangement.

The outstanding balance was $ 387,020 as of March 31, 2026.

The obligation was repaid in full May 2026.

During 2025, holders converted an aggregate of approximately $ 3.2 million of outstanding principal into shares of the Company’s common stock.

During the six months ended June 30, 2026, the lender converted an aggregate of $ 1,837,152 of outstanding principal under the convertible debt into 225,161 shares of the Company’s common stock, resulting in a non-cash loss on conversion of approximately $ 1.8 million.

On January 30, 2026, the Company entered into Forbearance and Note Amendment Agreements with the holders of the notes.

Pursuant to the amended agreements, the maturity dates of the notes were extended to January 31, 2027 and certain repayment terms were revised.

In connection with the amendments, the Company agreed to issue an aggregate of 13,922 shares of restricted common stock to the noteholders.

The amended agreements provide for installment payments through January 31, 2027 and restrict conversions under the notes.

As of June 30, 2026, the outstanding balance of the notes was $ 455,563 .

On May 8, 2026, the Company closed the initial tranche of a securities purchase agreement with certain institutional investors pursuant to which the Company issued promissory notes with aggregate gross proceeds of up to $12.0 million, to be funded in two tranches (the “May 2026 Financing Transaction”).

The initial closing provided gross proceeds of $6.0 million before placement agent fees and offering expenses.

If fully funded, the notes will have an aggregate principal amount of $ 15.0 million, inclusive of original issue discount, and are convertible into shares of the Company’s common stock subject to certain pricing terms and ownership limitations.

William Tuorto — During the six months ending June 30, 2026, the Company entered into a short-term funding arrangement totaling $ 387,020 which was repaid in May 2026.

JJ Astor & Co .

5 unchanged sentences

The Company issued an additional secured promissory note in the principal amount of $ 993,750 and received net proceeds of approximately $ 750,000 prior to fees and expenses.

As of March 31, 2026, the aggregate outstanding balance related to the J.J.

Astor financing arrangements was approximately $ 6,453,996 , net of unamortized debt discount of approximately $ 43,654 .

Jorgan Development, LLC — During the three months ended March 31, 2026, approximately $ 1.1 million outstanding under the Jorgan Development, LLC related-party note payable was offset against amounts due from affiliated entities under related-party commercial agreements pursuant to existing offset arrangements between the parties.

As a result, no balance remained outstanding under the Jorgan Development, LLC note as of March 31, 2026.

As of March 31, 2026, the Company had outstanding secured notes payable to Cedarview Opportunities Master Fund LP of approximately $ 4,112,159 .

On May 6, 2026, the Company entered into an additional forbearance and note payment amendment agreement with J.J.

related to the Company’s outstanding secured promissory notes they hold.

Pursuant to the agreement, the parties revised certain repayment terms associated with the Company’s May 2026 Financing Transaction and extended certain repayment obligations through January 2027.

During the six months ended June 30, 2026, the lender converted an aggregate of $ 50,000 of outstanding principal under the convertible debt into 2,976 shares of the Company’s common stock, resulting in a non-cash loss on conversion of approximately $ 50,000 .

In addition, pursuant to the agreement, the Company made a $ 1.5 million principal payment in May 2026.

As of June 30, 2026, the aggregate outstanding balance related to the J.J.

Astor financing arrangements was $ 5,757,365 .

Jorgan Development, LLC — During the three and six months ended June 30, 2026, $- 0 - and $ 1.1 million, respectively, outstanding under the Jorgan Development, LLC related-party note payable was offset against amounts due from affiliated entities under related-party commercial agreements pursuant to existing offset arrangements between the parties.

As a result, no balance remained outstanding under the Jorgan Development, LLC note as of June 30, 2026.

As of June 30, 2026, the Company had outstanding secured notes payable to Cedarview Opportunities Master Fund LP of $ 5,025,679 .

The Company entered into a forbearance arrangement with Cedarview related to existing payment defaults and ongoing repayment discussions.

Subsequent to March 31, 2026, the parties entered into an additional forbearance agreement extending the forbearance period through October 31, 2026, subject to certain repayment and financing conditions.

During the three months ended June 30, 2026, the parties entered into an additional forbearance agreement extending the forbearance period through October 31, 2026, subject to certain repayment and financing conditions.

Other Current Liabilities

Certain conversion features embedded within the Company’s convertible debt instruments contain variable settlement provisions and are accounted for as derivative liabilities in accordance with ASC 815, Derivatives and Hedging.

As of March 31, 2026 and December 31, 2025, the Company had outstanding balances of approximately $ 9.1 million, respectively, related to derivative liabilities.

As of March 31, 2026 and December 31, 2025, the Company had outstanding balances of approximately $ 5.3 and $ 7.1 million, respectively, under a line of credit arrangement with B1 Bank related to accounts receivable factoring.

During the three months ended March 31, 2026, B1 Bank applied approximately $ 1.8 million of restricted cash maintained by the Company against the outstanding balance under the facility.

The facility remained matured as of March 31, 2026.

As of June 30, 2026 and December 31, 2025, the Company had outstanding balances of $ 6.4 million and $ 9.1 million, respectively, related to derivative liabilities.

During the six months ended June 30, 2026, changes in the derivative liabilities, including amounts associated with conversions of the underlying convertible debt, resulted in a net gain on conversion of debt of approximately $ 0.6 million, which is included in other income (expense) in the accompanying condensed consolidated statements of operations.

As of June 30, 2026 and December 31, 2025, the Company had outstanding balances of $ 5.2 and $ 7.1 million, respectively, under a line of credit arrangement with B1 Bank related to accounts receivable factoring.

During the six months ended June 30, 2026, B1 Bank applied approximately $ 1.8 million of restricted cash maintained by the Company against the outstanding balance under the facility.

The facility remained matured as of June 30, 2026.

Commitments and Contingencies

2 unchanged sentences

Certain finance lease obligations are subject to forbearance arrangements and revised payment terms.

As of March 31, 2026 and December 31, 2025, respectively, finance lease liabilities consisted of the following:

As of June 30, 2026 and December 31, 2025, respectively, finance lease liabilities consisted of the following:

Schedule of financing lease liability

3 unchanged sentences

Operating Leases

The Company leases office space, land, trucking yards, and equipment under non-cancelable operating lease agreements with remaining lease terms ranging from less than one year to approximately three years.

The right-of-use assets for operating leases as of March 31, 2026 and December 31, 2025 were $ 406,308 and $ 494,755 , respectively.

Rent expense for the period ended March 31, 2026 and December 31, 2025 were $ 98,129 and $ 494,755 , respectively.

The right-of-use assets for operating leases as of June 30, 2026 and December 31, 2025 were $ 191,769 and $ 494,755 , respectively.

Lease expense for the three and six months ended June 30, 2026 totaled $ 98,129 and $ 190,259 , respectively.

Lease expense for the three and six months ended June 30, 2025 totaled $ 78,876 and $ 157,672 , respectively.

Operating lease liabilities consisted of the following:

11 unchanged sentences

The Company’s Series A Preferred Stock has a stated value of $ 1,000 per share, carries a cumulative dividend of 6 % per annum based on the stated value, is convertible into shares of the Company’s common stock at the Company’s request, and votes on an “as-converted” basis, subject to the terms of the Certificate of Designation.

As of March 31, 2026 and December 31, 2025, there were 96,731 shares of Series A Preferred Stock issued and outstanding, respectively.

As of June 30, 2026 and December 31, 2025, 96,731 shares of Series A Preferred Stock were issued and outstanding.

Pursuant to the Debt Satisfaction and Preferred Stock Amendment Agreement dated November 25, 2025, dividends on the Company’s Series A Convertible Preferred Stock were suspended from April 30, 2026 through April 29, 2027 in connection with amendments to the preferred stock terms and the satisfaction of certain outstanding convertible indebtedness.

Subsequent to June 30, 2026, on July 7, 2026, the Company amended the agreement to reinstate the 6% Series A Preferred Stock dividend through April 29, 2027 in exchange for the extinguishment of $ 500,000 of indebtedness owed to Ballengee Holdings, LLC.

The Company has authorized 500,000,000 shares of common stock, par value $ 0.001 per share.

All share and per share amounts presented in the accompanying condensed consolidated financial statements have been retroactively adjusted to reflect the Company’s 1-for-200 reverse stock split effected during 2026.

Share-Based Compensation and Warrants

The Company maintains the 2023 Equity and Incentive Plan (the “2023 Plan”), pursuant to which the Company may grant stock options, restricted stock awards, restricted stock units, and other equity-based awards to employees, directors, consultants, and service providers.

During the three months ended March 31, 2026 and 2025, the Company issued an aggregate of 36,515 and 1,000,833 , respectively, shares of common stock as stock-based compensation to employees, directors and consultants.

For the three months ended March 31, 2026 and 2025, the Company recognized stock-based compensation expense of approximately $ 337,500 and $ 501,423 , respectively.

For the three months ended March 31, 2026 and 2025, the Company recognized consulting stock-based compensation expense of approximately $ 0 and $ 300,000 , respectively.

There were no other options or awards granted during the three months ended March 31, 2026.

The following table summarizes all stock option activity of the Company for the three months ended March 31, 2026 and March 31, 2025:

During the three and six months ended June 30, 2026, the Company issued an aggregate of 34,990 and 36,816 , respectively, shares of common stock as stock-based compensation to employees, directors and consultants.

During the three and six months ended June 30, 2025, the Company issued an aggregate of 95 and 345 , respectively, shares of common stock as stock-based compensation to employees, directors and consultants.

For the three and six months ended June 30, 2026, the Company recognized stock-based compensation expense of $ 337,500 and $ 675,000 , respectively.

For the three and six months ended June 30, 2026, the Company recognized consulting stock-based compensation expense of $ 702,515 and $ 702,515 , respectively.

For the three and six months ended June 30, 2025, the Company recognized stock-based compensation expense of $ 188,927 and $ 690,350 , respectively.

For the three and six months ended June 30, 2025, the Company recognized consulting stock-based compensation expense of $ 162,735 and $ 462,735 , respectively.

There were no other options or awards granted during the three and six months ended June 30, 2026.

The following table summarizes all stock option activity of the Company for the six months ended June 30, 2026 and 2025:

Schedule of warrant assumptions

Outstanding, December 31, 2025

Outstanding, March 31, 2026

Outstanding, June 30, 2026

Outstanding, December 31, 2024

Outstanding, March 31, 2025

Outstanding, June 30, 2025

The Company maintains the 2025 Equity and Incentive Plan (the “2025 Plan”), pursuant to which the Company may grant stock options, restricted stock awards, restricted stock units, and other equity-based awards to employees, directors, consultants, and service providers.

No awards have been granted under the 2025 Plan.

The Company operates through three reportable operating segments:

The Company conducts its operations through three reportable segments:

(i) transportation and logistics services, (ii) terminaling and storage services, and (iii) supply and trading.

The Company’s Chief Executive Officer, who is the chief operating decision maker (“CODM”), evaluates segment performance based on gross profit.

Three Months Ended March 31, 2026:

The Company’s Chief Executive Officer, who serves as chief operating decision maker (“CODM”), evaluates segment performance based on gross profit.

Three Months Ended June 30, 2026:

Schedule of segment reporting information, by segment

4 unchanged sentences

Cost of revenues

Three Months Ended March 31, 2025:

Six Months Ended June 30, 2026:

Transportation

and Logistics

related party

Total revenues

Cost of revenues

Three Months Ended June 30, 2025:

Transportation

and Logistics

Revenues - related party

1 unchanged sentence

Cost of revenues

Six Months Ended June 30, 2025:

Transportation

and Logistics

related party

Total revenues

Cost of revenues

The Company calculates its quarterly tax provision pursuant to the guidelines in ASC 740 Income Taxes.

3 unchanged sentences

The estimated annual effective tax rate is then applied to year-to-date ordinary income or loss to calculate the year-to-date interim tax provision.

The Company recorded a provision for income taxes of $ 0 for the three months ended March 31, 2026 and 2025, respectively.

The Company is projecting a (-0.10%) effective tax rate for the year ending December 31, 2025, which is primarily the result of permanent book to tax differences, increase in the valuation allowance, and the change in the naked credit deferred tax liability.

The Company’s effective tax rate for the year ending December 31, 2025 was ( - 0.57 % ), which was primarily the result of the change in the naked credit deferred tax liability, increase in the valuation allowance and permanent adjustments.

The Company recorded a provision for income

for the three and six months ended June 30, 2026 and 2025, respectively.

The Company is projecting a (-0.10%) effective tax rate

for the year ending December 31, 2025, which is primarily the result of permanent book to tax differences, increase in the valuation

allowance, and the change in the naked credit deferred tax liability.

Related Party Transactions

The Company engages in transactions with entities affiliated with James Ballengee, the Company’s Chief Executive Officer and principal shareholder, in the ordinary course of business.

The Company is party to various commercial agreements with White Claw Crude, LLC (“WC Crude”), Jorgan Development, LLC (“Jorgan”), and other affiliated entities, including storage, throughput, transportation, and supply agreements.

The Company also leases certain yard and transportation equipment from related parties affiliated with the Company’s Chief Executive Officer.

Certain lease arrangements are accounted for as operating leases, with related amounts included in operating lease right-of-use assets and liabilities, while short-term lease payments are expensed as incurred.

As of March 31, 2026 and

December 31, 2025, accounts receivable – related party included a balance of approximately $ 1,439,228 , primarily related to amounts due from the buyer of the Company’s previously divested wholly owned subsidiaries.

The balances are non-interest bearing and due on demand.

The Company engages in transactions with

entities affiliated with James Ballengee, the Company’s Chief Executive Officer and principal shareholder, in the ordinary course

The Company is party to various commercial agreements with White Claw Crude, LLC (“WC Crude”), Jorgan Development,

LLC (“Jorgan”), and other affiliated entities, including storage, throughput, transportation, and supply agreements.

Revenue from related parties was $ 5.6 million and $ 11.0 million for the three and six months ended June 30, 2026, respectively, compared with $ 8.1 million and $ 12.7 million for the three and six months ended June 30, 2025, respectively.

As of June 30, 2026 and December 31,

2025, accounts receivable from related parties were approximately $10.7 2,007,247 million and $1.4 3,525,138 million, respectively.

During the six months ended June 30, 2026, amounts due under related-party commercial agreements were offset against amounts payable

to Jorgan pursuant to existing offset arrangements between the parties.

The Company also has certain debt and lease arrangements with entities affiliated with its Chief Executive Officer, as further described elsewhere in these condensed consolidated financial statements.

Subsequent Events

The Company has evaluated subsequent events through the date the financial statements were available to issue.

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

In connection with the agreement, on May 7, 2026, 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.

On May 4, 2026, the Company entered

into a Forbearance Agreement with Cedarview Opportunities Master Fund LP related to the Company’s existing secured notes payable.

Under the agreement, Cedarview agreed to extend the forbearance period through October 31, 2026, subject to certain repayment and

financing conditions.

In connection with the agreement, the Company issued Cedarview 275,000 shares of common stock.

On May 11, 2026, the Company issued 250,000 shares

of restricted common stock to Kimberly Hawley as a discretionary bonus pursuant to the terms of her Executive Employment Agreement dated

July 24, 2025.

The shares were issued at a value of $1.71 per share and were issued with a standard Rule 144 restrictive legend.

On May 6, 2026, the Company entered

into an additional forbearance and note payment amendment agreement with J.J.

related to the Company’s

outstanding secured promissory notes they hold.

Pursuant to the agreement, the parties revised certain repayment terms associated with the

Company’s May 2026 Financing Transaction and extended certain repayment obligations through January 2027.

The initial closing provided gross proceeds of $6.0 million before placement agent fees and offering expenses.

If fully funded, the notes will have an aggregate principal amount of $15.0 million, inclusive of original issue discount, and are convertible into shares of the Company’s common stock subject to certain pricing terms and ownership limitations.

In connection with the May 2026 Financing Transaction, the Company also entered into a standby equity purchase agreement.

On July 7, 2026, the Company agreed to issue an aggregate of 3,740,586 shares of restricted common stock for dividends owed on our Series A Preferred Stock for April 30, 2026, July 31, 2026, and October 31, 2026 to the holders of the Series A Preferred Stock.

Of those shares, an aggregate of 1,445,349 shares were issued to Jorgan Development, LLC and JBAH Holdings, LLC, entities controlled by James Ballengee, our Chief Executive Officer, or their assignees.

On July 10, 2026, the Company filed an amendment to its Articles of Incorporation to effect a 1-for-20 reverse stock split of its common stock, which became effective with Nasdaq at the opening of trading on July 17, 2026.

The reverse stock split was implemented to support the Company’s continued listing on the Nasdaq Capital Market.

On July 16, 2026, the Company closed the second tranche of the May 2026 Financing Transaction, receiving $ 6,000,000 .

Having received both tranches under the May 2026 Financing Transaction the full amount of the $ 15 million convertible promissory note issued under the transaction is outstanding.

Subsequent to June 30, 2026, the investors converted $ 2,956,845 of the amount due under the promissory note into 2,027,026 shares of the Company’s common stock.

On July 21, 2026 and August 3, 2026 the Company received a Notice of Conversion from ClearThink Capital Partners converting an aggregate of $ 490,861 of the principal amount and interest due under its promissory note into 543,513 shares of the Company’s common stock.

With these conversions all amounts due under this promissory have been paid.

Between July 21, 2026 and August 10, 2026, the Company received Notices of Conversion from several of the ClearThink Capital Partners, LLC/RBW transaction investors converting $ 541,080 of the amounts due under the promissory note into 583,657 shares of the Company’s common stock.

Between July 21, 2026 and August 10, 2026, the Company received Notices of Conversion from J.J.

Astor converting an aggregate of $ 3,151,842 .24 of the Principal Amount of J.J.

Astor’s Second Note into an aggregate of 3,413,592 shares of the Company’s common stock.

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 1. Financial Statements