Vivakor Announces Material Agreement and Executive Changes

TL;DR

Vivakor inked a big deal and shuffled execs/board. Big changes coming.

AI Summary

Vivakor, Inc. announced on October 20, 2024, that it entered into a material definitive agreement. The company also reported the departure of directors or certain officers, the election of new directors, and the appointment of certain officers, along with updates to compensatory arrangements for these officers. Specific details regarding the agreement, individuals involved, and financial terms were not fully disclosed in this initial filing.

Why It Matters

This filing indicates significant corporate actions, including a new material agreement and changes in leadership, which could impact the company's strategic direction and operational execution.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements and executive/director changes, which can introduce uncertainty and potential risks related to strategy and governance.

Key Players & Entities

• Vivakor, Inc. (company) — Registrant
• October 20, 2024 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• 001-41286 (file_number) — SEC File Number
• 26-2178141 (irs_number) — IRS Employer Identification No.
• 5220 Spring Valley Road, Suite 500 Dallas, TX 75254 (address) — Principal executive offices
• (949) 281-2606 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $325,000 — t provides for an annual base salary of $325,000, payable in equal installments every tw
• $780,000 b — e cash and equity compensation of up to $780,000 based on certain performance goals as fur
• $150,000 — kor common stock equivalent in value to $150,000, which are priced per share based on th

Filing Documents

• vivakorinc_8k.htm (8-K) — 28KB
• vivakorinc_ex1-01.htm (EX-1.01) — 88KB
• 0001829126-24-006972.txt ( ) — 311KB
• vivk-20241020.xsd (EX-101.SCH) — 3KB
• vivk-20241020_lab.xml (EX-101.LAB) — 33KB
• vivk-20241020_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. Executive Employment Agreement On October 20, 2024 (the "Effective Date"), Vivakor Administration, LLC (the "Company"), a subsidiary of Vivakor, Inc. ("Vivakor"), pursuant to the approval of its Board of Directors (the "Board"), on the recommendation of the Compensation Committee of the Board entered into that certain Executive Employment Agreement with Jeremy Gamboa to join the Company as its Division President, Logistics (the "Gamboa Agreement"). The Gamboa Agreement provides for an annual base salary of $325,000, payable in equal installments every two weeks. In addition, the Gamboa Agreement provides for annual incentive cash and equity compensation of up to $780,000 based on certain performance goals as further set forth therein. As an inducement to enter into the Gamboa Agreement, Mr. Gamboa shall receive a one-time signing grant of Vivakor 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 execution date of the Gamboa Agreement, subject to an eighteen (18)-month lockup period and a conditional clawback obligation concurrent therewith, which shall be granted within thirty (30) days after the Start Date, as defined therein. Pursuant to the Gamboa Agreement, Mr. Gamboa's employment is at-will under Texas law, except as modified therein.

01 of this Current Report on Form 8-K contains

Item 1.01 of this Current Report on Form 8-K contains only a brief description of the material terms of the Gamboa Agreement and does not purport to be a complete description of the rights and obligations of the parties to the Gamboa Agreement, and such description is qualified in its entirety by reference to the full text of the Gamboa Agreement, a copy of which is filed herewith as Exhibit 1.01.

02. Departure of Directors or Certain

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers . To the extent required by this Item 5.02, the information contained in Item 1.01 is incorporated herein by reference. Jeremy Gamboa, 49, Division President, Logistics Jeremy Gamboa is a seasoned operations executive with more than three decades of management experience with midstream trucking, terminaling, and marketing companies, including for several business units recently acquired by Vivakor, as previously announced. Mr. Gamboa previously served as President of Endeavor Crude, LLC since 2024, prior to that as Chief Operating Officer of Ridgeback Energy Partners, LLC from 2018-21, and prior to that as Executive Vice President and Chief Operating Officer of Bridger Logistics, LLC from 2013-16. The Board believes that Mr. Gamboa's experience in management and operations and his extensive knowledge in the midstream petroleum industry make him ideally qualified to help lead Vivakor towards continued growth and success. There are no arrangements or understandings between Mr. Gamboa and any other person pursuant to which he was selected as an officer. There are no existing relationships between Mr. Gamboa or Vivakor or any of their respective subsidiaries that would require disclosure pursuant to Item 404(a) of Regulation S-K or any familial relationship that would require disclosure under Item 401(d) of Regulation S-K. Exhibit No. Title 1.01 Executive Employment Agreement dated effective October 1, 2024, by and between Vivakor Administration, LLC, as Company, and Jeremy Gamboa, as Executive 104 Cover Page Interactive Data File (formatted as Inline XBRL). 1

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 24, 2024 By: /s/ James H. Ballengee Name: James H. Ballengee Title: Chairman, President & CEO 2

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View this 8-K filing on SEC EDGAR