Vivakor, Inc. Files 8-K on Material Agreements and Equity Sales

TL;DR

Vivakor filed an 8-K detailing new deals and stock sales.

AI Summary

Vivakor, Inc. filed an 8-K on March 25, 2024, reporting on events that occurred on March 21, 2024. The filing indicates an entry into a material definitive agreement, unregistered sales of equity securities, and other events, along with financial statements and exhibits. The company is incorporated in Nevada and its principal executive offices are located in Dallas, TX.

Why It Matters

This 8-K filing signals significant corporate actions by Vivakor, Inc., including new agreements and equity transactions, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities, which can sometimes indicate financial distress or dilution concerns.

Key Players & Entities

• Vivakor, Inc. (company) — Registrant
• March 25, 2024 (date) — Filing Date
• March 21, 2024 (date) — Earliest Event Reported Date
• Nevada (jurisdiction) — State of Incorporation
• Dallas, TX (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $120 million — e price for the Membership Interests is $120 million (the "Purchase Price"), subject to post
• $0.001 — a combination of Company common stock, $0.001 par value per share ("Common Stock") an
• $1 — heir issuance at a price of one dollar ($1) per share of Common Stock.. The Seller
• $1.00 — ding on a post-Closing basis, valued at $1.00 per share(the "Common Stock Considerati
• $150,000.00 — red Fifty Thousand and No/100s Dollars ($150,000.00) (the "Target Working Capital Amount").
• $12,000,000.00 — ds Twelve Million and No/100s. Dollars ($12,000,000.00) (the "Earnings Target"), the positive
• $49,000,000.00 — orty-Nine Million and No/100s. Dollars ($49,000,000.00). The Seller Earn-Out Payment will be p
• $169,000,000.00 — Sixty-Nine Million and No/100s Dollars ($169,000,000.00) or can be reduced to as little as Seve
• $71,000,000.00 — venty-One Million and No/100s. Dollars ($71,000,000.00). The Company Earn-Out Payment will be
• $50,000 — ragraph exceeds fifty thousand dollars ($50,000) in the aggregate (the " Basket Amount

Filing Documents

• vivakorinc_8k.htm (8-K) — 67KB
• vivakorinc_ex2-1.htm (EX-2.1) — 366KB
• vivakorinc_ex3-1.htm (EX-3.1) — 58KB
• vivakorinc_ex10-1.htm (EX-10.1) — 25KB
• vivakorinc_ex10-2.htm (EX-10.2) — 18KB
• vivakorinc_ex10-3.htm (EX-10.3) — 68KB
• vivakorinc_ex99-1.htm (EX-99.1) — 22KB
• ex99-1_001.jpg (GRAPHIC) — 10KB
• 0001829126-24-001850.txt ( ) — 931KB
• vivk-20240321.xsd (EX-101.SCH) — 3KB
• vivk-20240321_lab.xml (EX-101.LAB) — 33KB
• vivk-20240321_pre.xml (EX-101.PRE) — 22KB
• vivakorinc_8k_htm.xml (XML) — 4KB

01 ENTRY INTO A MATERIAL AGREEMENT

ITEM 1.01 ENTRY INTO A MATERIAL AGREEMENT. Membership Interest Purchase Agreement Effective March 21, 2024 (the "Execution Date"), Vivakor, Inc., (the "Company" or "Purchaser") entered into a Membership Interest Purchase Agreement, a copy of which is filed herewith as Exhibit 2.1 (the "MIPA") and incorporated by reference herein, with Jorgan Development, LLC, a Louisiana limited liability company ("Jorgan") and JBAH Holdings, LLC, a Texas limited liability company ("JBAH" and, together with Jorgan, the "Sellers"), as the equity holders of Endeavor Crude, LLC (f/k/a Meridian Transport, LLC), a Texas limited liability company ("Endeavo r "), Equipment Transport, LLC, a Pennsylvania limited liability company ("ET"), Meridian Equipment Leasing, LLC, a Texas limited liability company ("MEL"), and Silver Fuels Processing, LLC, a Texas limited liability company ("SFP" and, together with Endeavor, ET, and MEL, the "Acquirees") whereby, at closing, subject to the conditions set forth in the MIPA, the Company will acquire all of the issued and outstanding membership interests in each of the Acquirees (the "Membership Interests") making Endeavor, ET, MEL and SFP wholly owned subsidiaries of the Company. The purchase price for the Membership Interests is $120 million (the "Purchase Price"), subject to post-closing adjustments, payable by the Company in a combination of Company common stock, $0.001 par value per share ("Common Stock") and Company Series A Preferred Stock $0.001 par value per share ("Preferred Stock"). The Preferred Stock will have the terms set forth in the Form of Series A Preferred Stock Certificate of Designations filed herewith as Exhibit 3.1 and incorporated by reference herein, including, but not limited to, the payment of a cumulative six percent (6%) annual dividend per share payable quarterly in arrears and conversion rights following the first anniversary of their issuance at a price of one dollar ($1) per share of Common Stock.. The Sellers are be

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities . 4

01. OTHER EVENTS

ITEM 8.01. OTHER EVENTS On March 25, 2024, the Company issued a press release announcing the execution of the MIPA. A copy of the press release is furnished as Exhibit 99.1 to this Current Report.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements. Statements that are not historical facts, including statements about beliefs or expectations, are forward-looking statements. These statements are based on plans, estimates, expectations and projections at the time the statements are made, and readers should not place undue reliance on them. In some cases, readers can identify forward-looking statements by the use of forward-looking terms such as "may," "will," "should," "expect," "opportunity," "intend," "plan," "anticipate," "believe," "estimate," "predict," "potential," or "continue," or the negative of these terms or other comparable terms. Forward-looking statements involve inherent risks and uncertainties and readers are cautioned that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statements. Factors that could cause actual results to differ materially from those described in this press release include, among others: uncertainties as to the completion of the MIPA and the other transactions contemplated by the MIPA, including the risk that one or more of the transactions may involve unexpected costs, liabilities or delays; the effects that the announcement, pendency or consummation of the MIPA and the other transactions contemplated by the MIPA may have on the Company and its current or future business and on the price of the Company's common stock; the possibility that various closing conditions for the MIPA and the other transactions contemplated by the MIPA may not be satisfied or waived, or any other required consents or approvals may not be obtained within the expected timeframe, on the expected terms, or at all; the effects that a termination of the MIPA may have on the Company, including the risk that the price of the Company's common stock may decline significantly if the MIPAt is not completed; uncertainties regarding th

01 FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits. In reviewing the agreements included or incorporated by reference as exhibits to this Current Report on Form 8-K, please remember that they are included to provide investors with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and: should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement; may apply standards of materiality in a way that is different from what may be viewed as material to other investors; and were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments. Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Current Report on Form 8-K and in the Company's other periodic filings which are available without charge through the SEC's website at http://www.sec.gov. Exhibit No. Exhibit 2.1* Membership Interest Purchase Agreement dated as of March 21, 2024, by and among the Registrant, Jorgan Development, LLC and JBAH Holdings LLC 3.1 Form of Certificate of Designation-Series A Preferred Stock 10.1 Form of Lock-Up Agreement 10.2 Net Working Capit

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. VIVAKOR, INC. Dated: March 25, 2024 By: /s/ Tyler Nelson Name: Tyler Nelson Title: Chief Financial Officer 7

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View this 8-K filing on SEC EDGAR