Vivakor Reports Material Agreements, Acquisitions, and Equity Sales

TL;DR

Vivakor dropped an 8-K: material agreements inked, assets acquired/sold, equity sold. Big moves happening.

AI Summary

Vivakor, Inc. filed an 8-K on October 7, 2024, reporting several key events. These include entering into a material definitive agreement, completing an acquisition or disposition of assets, and reporting unregistered sales of equity securities. The filing also details changes in directors and officers, compensatory arrangements, and includes Regulation FD disclosures and financial statements.

Why It Matters

This 8-K filing indicates significant corporate actions by Vivakor, Inc., including potential strategic acquisitions and the issuance of new equity, which could impact the company's structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements, asset transactions, and unregistered equity sales, which can introduce complexities and potential risks related to integration, financing, and shareholder dilution.

Key Players & Entities

• Vivakor, Inc. (company) — Registrant
• October 1, 2024 (date) — Earliest event reported
• October 7, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $337,000 — receive (i) base salary compensation of $337,000 USD annually (the "Base Compensation");
• $808,000 b — equity incentive compensation of up to $808,000 based upon certain performance criteria a
• $150,000 — any common stock equivalent in value to $150,000, which are priced per share based on th
• $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
• $1,000 — k at any time using the stated value of $1,000 per share of Preferred Stock and the co
• $1 — and the conversion price of one dollar ($1) per share of Common Stock. The Sellers
• $1.00 — h such shares of Common Stock valued at $1.00 per share (the "Common Stock Considerat
• $375,000 b — etween Mr. Shelton's current salary and $375,000 by January 1, 2025, should the Company no
• $100,000.00 — d (ii) a one-time special cash bonus of $100,000.00 USD upon completion of an equity capita

Filing Documents

• vivakorinc_8k.htm (8-K) — 57KB
• vivakorinc_ex2-1.htm (EX-2.1) — 367KB
• vivakorinc_ex3-1.htm (EX-3.1) — 53KB
• vivakorinc_ex10-1.htm (EX-10.1) — 88KB
• vivakorinc_ex10-2.htm (EX-10.2) — 14KB
• vivakorinc_ex10-3.htm (EX-10.3) — 25KB
• vivakorinc_ex10-4.htm (EX-10.4) — 74KB
• vivakorinc_ex10-5.htm (EX-10.5) — 43KB
• vivakorinc_ex10-6.htm (EX-10.6) — 111KB
• vivakorinc_ex10-7.htm (EX-10.7) — 16KB
• vivakorinc_ex99-1.htm (EX-99.1) — 10KB
• 0001829126-24-006683.txt ( ) — 1198KB
• vivk-20241001.xsd (EX-101.SCH) — 3KB
• vivk-20241001_lab.xml (EX-101.LAB) — 33KB
• vivk-20241001_pre.xml (EX-101.PRE) — 22KB
• vivakorinc_8k_htm.xml (XML) — 4KB

01

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. Executive Employment Agreement with COO On October 1, 2024, Vivakor, Inc. (the "Company") entered into an executive employment agreement with Russ Shelton (the "Shelton Agreement") with respect to the Company's appointment of Mr. Shelton as Executive Vice President and Chief Operating Officer of the Company. Pursuant to the Shelton Agreement, Mr. Shelton will receive (i) base salary compensation of $337,000 USD annually (the "Base Compensation"); (ii) an annual cash and equity incentive compensation of up to $808,000 based upon certain performance criteria as more particularly described therein. As an inducement to enter into the Shelton Agreement, Mr. Shelton shall receive a one-time signing grant of Company common stock equivalent in value to $150,000, which are priced per share based on the volume-weighted average price for the preceding five (5) trading days prior to the day of such grant, subject to an eighteen (18)-month lockup period, which shall be granted promptly after the Effective Date, as defined therein. Pursuant to the Shelton Agreement, Mr. Shelton's employment is at-will under Texas law, except as modified therein. Mr. Shelton's employment with Vivakor Administration, LLC, a subsidiary of the Company, began on October 1, 2024. Item 1.01 of this Current Report on Form 8-K contains only a brief description of the material terms of the Shelton Agreement and does not purport to be a complete description of the rights and obligations of the parties to the Shelton Agreement, and such description is qualified in its entirety by reference to the full text of the Shelton Agreement, a copy of which is filed herewith as Exhibit 10.1.

01

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS. On October 1, 2024, the Company, 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, a Texas limited liability company, Equipment Transport, LLC, a Pennsylvania limited liability company, Meridian Equipment Leasing, LLC, a Texas limited liability company, and Silver Fuels Processing, LLC, a Texas limited liability company (collectively, the "Endeavor Entities") closed the transactions that were the subject of the previously-disclosed Membership Interest Purchase Agreement among them dated March 21, 2024, as amended (the "MIPA") (the "Closing"). In accordance with the terms of the MIPA, at the Closing, the Company acquired all of the issued and outstanding membership interests in each of the Endeavor Entities (the "Membership Interests"), making them wholly-owned subsidiaries of the Company. The Endeavor Entities own and operate a combined fleet of more than 500 commercial tractors and trailers for the hauling of crude oil and produced water. On a daily basis, the trucking fleet hauls approximately 60,000 barrels of crude oil, tank bottoms, and petroleum wastes, and approximately 30,000 barrels of produced water. In addition, the Endeavor Entities own and operate a crude oil shuttle pipeline and exclusive connected blending and processing facility in Blaine County, Oklahoma. The purchase price for the Membership Interests is $120 million (the "Purchase Price"), subject to post-closing adjustments, including assumed debt and an earn-out adjustment, 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 C

02

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES. On October 1, 2024, the Company consummated the transactions under the MIPA including the issuance of the Common Stock and Series A Convertible Preferred Stock comprising the Purchase Price pursuant to the MIPA. The disclosure in Item 2.01 is incorporated herein by reference. The issuances of the foregoing securities will be exempt from registration pursuant to Section 4(a)(2) of the Securities Act promulgated thereunder as the Sellers are controlled by one of executive officers who is an accredited investor and familiar with the Company's operations. Pursuant to the Shelton Agreement, Mr. Shelton will receive a one-time grant of Company common stock equivalent in value to $150,000, which are priced per share based on the volume-weighted average price for the preceding five (5) trading days prior to the day of such grant, subject to an eighteen (18)-month lockup period, which shall be granted promptly after the Effective Date, as defined therein. The issuance of the foregoing securities will be exempt from registration pursuant to Section 4(a)(2) of the Securities Act promulgated thereunder as Mr. Shelton is one of our executive officers and is a sophisticated investor and familiar with the Company's operations.

02

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICER; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02. Russ Shelton, 48, Executive Vice President & Chief Operating Officer Mr. Russ Shelton is a seasoned operations executive with more than three decades of management experience with midstream trucking, terminaling, and marketing companies, including for several of the business units being acquired in the Company's purchase of the Endeavor Entities. Mr. Shelton was most recently the Chief Operating Officer for Endeavor Crude, LLC, and prior to that served as its Vice President of Transportation since 2023. Prior to Endeavor Crude, he worked as Director of Operations for Senergy Petroleum from 2021-23, and prior to that worked as Director of Transportation for Pilot Travel Centers LLC from 2018-21. The Board believes that Mr. Shelton's experience in management and operations and his extensive knowledge in the midstream petroleum industry make him ideally qualified to help lead the Company towards continued growth and success. 3 Family Relationships Mr. Shelton does not have a family relationship with any of the current officers or directors of the Company. Related Party Transactions In connection with the Shelton Agreement, Mr. Shelton and Ballengee Holdings, LLC, an affiliate of James H. Ballengee, the Company's Chairman, President, and CEO, have entered into a side letter agreement (the "Shelton Side Letter") promising Mr. Shelton (i) certain additional Base Compensation equal to the difference between Mr. Shelton's current salary and $375,000 by January 1, 2025, should the Company not increase Mr. Shelton's Base Compensation, as defined in the Shelton Agreement, to such level, and (ii) a one-time special cash bonus of $100,000.00 USD upon completion of an equity capital raise, a

01

ITEM 7.01 REGULATION FD DISCLOSURE On October 7, 2024, the Company issued a press release announcing the Company's closing of the transactions contemplated by the MIPA. A copy of the press release is furnished with this Current Report as Exhibit 99.1 . The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liability under such section, nor shall it be deemed incorporated by reference in any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

FINANCIAL STATEMENTS AND EXHIBITS

FINANCIAL STATEMENTS AND EXHIBITS. (a)

Financial Statements of Businesses Acquired

Financial Statements of Businesses Acquired. The Company intends to file the financial statements of the Endeavor Entities required by Item 9.01(a) as part of an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed. (b) Pro Forma Financial Information. The Company intends to file the pro forma financial information required by Item 9.01(b) as part of an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed. 4 (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 the

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: October 7, 2024 By: /s/ James H. Ballengee Name: James H. Ballengee Title: Chairman, President & CEO 6

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View this 8-K filing on SEC EDGAR