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

TL;DR

Vivakor filed an 8-K detailing new deals, equity sales, and charter changes.

AI Summary

Vivakor, Inc. filed an 8-K on February 14, 2025, reporting several key events. These include entering into a material definitive agreement, unregistered sales of equity securities, and amendments to its articles of incorporation or bylaws. The company also reported other events and filed financial statements and exhibits.

Why It Matters

This filing indicates significant corporate actions by Vivakor, Inc., including potential new agreements and the issuance of equity, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities and amendments to corporate documents, which can introduce complexities and potential risks for investors.

Key Players & Entities

• Vivakor, Inc. (company) — Registrant
• February 10, 2025 (date) — Earliest event reported
• February 14, 2025 (date) — Date of report
• Nevada (jurisdiction) — State of incorporation
• 001-41286 (commission_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

• $1.3M — ement, we will pay the consultant up to $1.3M per year, payable in registered shares
• $180,000 — to pay Mr. Johnson an annual salary of $180,000 from October 1, 2024 to December 31, 20
• $200,000 — to December 31, 2024, and increasing to $200,000 effective January 1, 2025, (ii) to annu
• $75,000 — , (ii) to annual equity compensation of $75,000 worth of our common stock, issued in eq
• $250,000 — nd (iii) to a one-time signing bonus of $250,000 to be paid in shares of our common stoc
• $120 million — ned subsidiaries. The purchase price is $120 million (the "Purchase Price"), subject to post
• $0.001 — e in a combination of our 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
• $500,000 — ive Officer, in the principal amount of $500,000, in exchange for $500,000 and in connec
• $50,000 — n therewith, we agreed to issue 21,552 ($50,000) restricted shares of our common stock
• $350,000 — is ("Ellis") in the principal amount of $350,000, in exchange for $350,000 and in connec
• $35,000 — n therewith, we agreed to issue 15,982 ($35,000) restricted shares of our common stock
• $225,000 — ncentive bonus for December 31, 2024 of $225,000, an annual equity incentive bonus of $1
• $112,500 — 00, an annual equity incentive bonus of $112,500, and a bonus for the close of the acqui

Filing Documents

• vivakor_8k.htm (8-K) — 63KB
• vivakor_ex3-1.htm (EX-3.1) — 52KB
• vivakor_ex10-1.htm (EX-10.1) — 59KB
• vivakor_ex10-2.htm (EX-10.2) — 17KB
• vivakor_ex10-3.htm (EX-10.3) — 108KB
• 0001829126-25-001020.txt ( ) — 537KB
• vivk-20240210.xsd (EX-101.SCH) — 3KB
• vivk-20240210_lab.xml (EX-101.LAB) — 33KB
• vivk-20240210_pre.xml (EX-101.PRE) — 22KB
• vivakor_8k_htm.xml (XML) — 4KB

01 of this Current

Item 1.01 of this Current Report on Form 8-K contains only a brief description of the material terms of, and does not purport to be a complete description of, the rights and obligations of the parties to the agreements in connection with the agreements, and such description is qualified in its entirety by reference to the full text of the agreements and its exhibits, which attached hereto as Exhibits 10.1, 10.2, and 10.3. Item 3.02 Unregistered Sales of Equity Securities As previously disclosed, On October 1, 2024, we acquired all of the issued and outstanding membership interests in 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 with their subsidiaries, the "Endeavor Entities"), making those entities wholly-owned subsidiaries. The purchase price is $120 million (the "Purchase Price"), subject to post-closing adjustments, including assumed debt and an earn-out adjustment, payable in a combination of our common stock, $0.001 par value per share ("Common Stock") and shares of our Series A Preferred Stock $0.001 par value per share ("Preferred Stock"). The Preferred Stock has the payment of a cumulative six percent (6%) annual dividend per share payable quarterly in arrears in shares of Common Stock (so long as such issuances of Common Stock would not result in the Sellers beneficially owning great than 49.99% of the issued and outstanding Common Stock), and the Company having the right to convert the Preferred Stock at any time using the stated value of $1,000 per share of Preferred Stock and the conversion price of one dollar ($1) per share of Common Stock. The sellers are beneficially owned by James Ballengee, our chairman, chief executive officer and principal shareholder. As a portion of the Purchase Price, we previously issued the seller

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year On February 11, 2025, we filed a Certificate of Designation for our Series A Preferred Stock (the "Certificate of Designation"), with the Secretary of State of the State of Nevada setting forth the rights and preferences of our Series A Preferred Stock. As a result, as of February 6, 2025 we had 15,000,000 shares of preferred stock authorized with no shares designated to any series and no shares of preferred stock outstanding. The above description of the Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designation, which is filed as Exhibit 3.1to this Current Report on Form 8-K and is incorporated by reference herein. Item 8.01 Other Events On February 12, 2025, we issued James Ballengee, our Chairman, Chief Executive Officer and principal shareholder, 160,266 shares of our common stock (net of tax withholdings) under the terms of the Ballengee Employment Agreement for his services rendered from October 28, 2024 to January 27, 2025. The shares were issued as unrestricted shares under our Equity Incentive Plan registered under a Registration period beginning October 28, 2024 through October 27, 2025, to be paid in three equal quarterly installments of 172,222 shares of Common Stock, and one installment of 172,225 shares (prior to tax withholdings). Under our Employment Agreement with Tyler Nelson, our Chief Financial Officer, he is due bonuses at various times and/or upon certain events happening, namely an annual cash incentive bonus for December 31, 2024 of $225,000, an annual equity incentive bonus of $112,500, and a bonus for the close of the acquisition of the Endeavor Entities of $100,000, totaling $437,500 (the "Nelson Bonuses"), The Nelson Bonuses are du

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: February 14, 2025 By: /s/ James H. Ballengee Name: James H. Ballengee Title: Chairman, President & CEO 5

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View this 8-K filing on SEC EDGAR