Vivakor Reports Material Agreements and Equity Sales

TL;DR

Vivakor signed new deals and sold stock on July 5th.

AI Summary

Vivakor, Inc. filed an 8-K on July 11, 2024, reporting on several key events that occurred on July 5, 2024. These include entering into a material definitive agreement, creating a direct financial obligation, and unregistered sales of equity securities. The filing also lists financial statements and exhibits.

Why It Matters

This filing indicates Vivakor has entered into new financial obligations and has issued equity, which could impact its financial structure and shareholder dilution.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Vivakor, Inc. (company) — Registrant
• July 5, 2024 (date) — Date of earliest event reported
• July 11, 2024 (date) — Date of report
• Nevada (jurisdiction) — State of incorporation
• 5220 Spring Valley Road, Suite 500 Dallas, TX 75254 (address) — Principal executive offices

FAQ

Key Financial Figures

• $350,000 — f Three Hundred Fifty Thousand Dollars ($350,000) (the "First Loan") and, in connection
• $1.00 — date, with a floor conversion price of $1.00 per share. The lender may not convert a
• $500,000 — mount of Five Hundred Thousand Dollars ($500,000) (the "BH Loan") and, in connection the
• $340,000 — greed to pay total cash compensation of $340,000 and equity compensation of 50,000 share

Filing Documents

• vivakorinc_8k.htm (8-K) — 41KB
• vivakorinc_ex4-1.htm (EX-4.1) — 82KB
• vivakorinc_ex10-1.htm (EX-10.1) — 42KB
• 0001829126-24-004737.txt ( ) — 374KB
• vivk-20240705.xsd (EX-101.SCH) — 3KB
• vivk-20240705_lab.xml (EX-101.LAB) — 33KB
• vivk-20240705_pre.xml (EX-101.PRE) — 22KB
• vivakorinc_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. Issuance of Convertible Promissory Note to Non-Affiliate On July 8, 2024, Vivakor, Inc. (the "Company") 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, the Company agreed to issue 15,982 restricted shares of the Company's 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. The Company 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. The Company will issue the 15,982 shares in the near future. Issuance of a Convertible Promissory Note to Related Party On July 5, 2024, the Company 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, the Company agreed to issue 21,552 restricted shares of the Company's common stock. The BH Loan bears interest at the rate of 10% per annu

03

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. To the extent required by this Item 2.03, the information contained in Item 1.01 is incorporated herein by reference.

02

Item 3.02. Unregistered Sales of Equity Securities. To the extent required by this Item 3.02, the information contained in Item 1.01 is incorporated herein by reference. The Company relied on the exemption provided for under Section 4(a)(2) for the issuance of the First Note and the BH Note and the upfront shares of restricted shares of its common stock issued thereunder as the lenders are accredited investors and familiar with the Company's operations. To the extent required by this Item 3.02, the information contained in Item 1.01 is incorporated herein by reference. The Company relied on the exemption provided for under Section 4(a)(2) for the issuance of the 50,000 shares of restricted shares of its common stock issued to 395 as 395 is a sophisticated investor and familiar with the Company's operations.

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 4.1 Form of Convertible Promissory Note Issued by Vivakor, Inc. 10.1 Consulting Agreement with 395 Group, LLC 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2

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: July 11, 2024 By: /s/ James Ballengee Name: James Ballengee Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR