false 2025 FY 0001450704 0001450704 2025-01-01 2025-12-31 0001450704 dei:BusinessContactMember 2025-01-01 2025-12-31 0001450704 2025-12-31 0001450704 2024-12-31 0001450704 2024-01-01 2024-12-31 0001450704 VIVK:RevenuesMember 2025-01-01 2025-12-31 0001450704 VIVK:RevenuesMember 2024-01-01 2024-12-31 0001450704 VIVK:RevenuesRelatedPartyMember 2025-01-01 2025-12-31 0001450704 VIVK:RevenuesRelatedPartyMember 2024-01-01 2024-12-31 0001450704 VIVK:SeriesAPreferredStocksMember 2023-12-31 0001450704 us-gaap:CommonStockMember 2023-12-31 0001450704 us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0001450704 VIVK:TreasuryStocksMember 2023-12-31 0001450704 us-gaap:RetainedEarningsMember 2023-12-31 0001450704 us-gaap:NoncontrollingInterestMember 2023-12-31 0001450704 2023-12-31 0001450704 VIVK:SeriesAPreferredStocksMember 2024-12-31 0001450704 us-gaap:CommonStockMember 2024-12-31 0001450704 us-gaap:AdditionalPaidInCapitalMember 2024-12-31 0001450704 VIVK:TreasuryStocksMember 2024-12-31 0001450704 us-gaap:RetainedEarningsMember 2024-12-31 0001450704 us-gaap:NoncontrollingInterestMember 2024-12-31 0001450704 VIVK:SeriesAPreferredStocksMember 2024-01-01 2024-12-31 0001450704 us-gaap:CommonStockMember 2024-01-01 2024-12-31 0001450704 us-gaap:AdditionalPaidInCapitalMember 2024-01-01 2024-12-31 0001450704 VIVK:TreasuryStocksMember 2024-01-01 2024-12-31 0001450704 us-gaap:RetainedEarningsMember 2024-01-01 2024-12-31 0001450704 us-gaap:NoncontrollingInterestMember 2024-01-01 2024-12-31 0001450704 VIVK:SeriesAPreferredStocksMember 2025-01-01 2025-12-31 0001450704 us-gaap:CommonStockMember 2025-01-01 2025-12-31 0001450704 us-gaap:AdditionalPaidInCapitalMember 2025-01-01 2025-12-31 0001450704 VIVK:TreasuryStocksMember 2025-01-01 2025-12-31 0001450704 us-gaap:RetainedEarningsMember 2025-01-01 2025-12-31 0001450704 us-gaap:NoncontrollingInterestMember 2025-01-01 2025-12-31 0001450704 VIVK:SeriesAPreferredStocksMember 2025-12-31 0001450704 us-gaap:CommonStockMember 2025-12-31 0001450704 us-gaap:AdditionalPaidInCapitalMember 2025-12-31 0001450704 VIVK:TreasuryStocksMember 2025-12-31 0001450704 us-gaap:RetainedEarningsMember 2025-12-31 0001450704 us-gaap:NoncontrollingInterestMember 2025-12-31 0001450704 VIVK:VivasphereMember 2024-01-01 2024-12-31 0001450704 srt:MinimumMember 2025-01-01 2025-12-31 0001450704 srt:MaximumMember 2025-01-01 2025-12-31 0001450704 VIVK:SilverFuelsProcessingLLCMember 2025-01-01 2025-12-31 0001450704 VIVK:SilverFuelsProcessingLLCMember 2024-01-01 2024-12-31 0001450704 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember VIVK:MajorCustomerMember 2025-01-01 2025-12-31 0001450704 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember VIVK:TwoCustomersMember 2025-01-01 2025-12-31 0001450704 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember VIVK:MajorCustomerMember 2024-01-01 2024-12-31 0001450704 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember VIVK:TwoCustomersMember 2024-01-01 2024-12-31 0001450704 us-gaap:ConvertibleNotesPayableMember 2025-01-01 2025-12-31 0001450704 us-gaap:ConvertibleNotesPayableMember 2024-01-01 2024-12-31 0001450704 VIVK:StockOptionsGrantedToEmployeesMember 2025-01-01 2025-12-31 0001450704 VIVK:StockOptionsGrantedToEmployeesMember 2024-01-01 2024-12-31 0001450704 VIVK:StockOptionsGrantedToBoardMembersOrConsultantsMember 2025-01-01 2025-12-31 0001450704 VIVK:StockOptionsGrantedToBoardMembersOrConsultantsMember 2024-01-01 2024-12-31 0001450704 srt:MinimumMember VIVK:ComputersSoftwareAndOfficeEquipmentMember 2025-12-31 0001450704 srt:MaximumMember VIVK:ComputersSoftwareAndOfficeEquipmentMember 2025-12-31 0001450704 srt:MinimumMember us-gaap:MachineryAndEquipmentMember 2025-12-31 0001450704 srt:MaximumMember us-gaap:MachineryAndEquipmentMember 2025-12-31 0001450704 srt:MinimumMember us-gaap:VehiclesMember 2025-12-31 0001450704 srt:MaximumMember us-gaap:VehiclesMember 2025-12-31 0001450704 srt:MinimumMember us-gaap:FurnitureAndFixturesMember 2025-12-31 0001450704 srt:MaximumMember us-gaap:FurnitureAndFixturesMember 2025-12-31 0001450704 srt:MinimumMember VIVK:CrudeOilGatheringStorageAndTransportationFacilitiesMember 2025-12-31 0001450704 srt:MaximumMember VIVK:CrudeOilGatheringStorageAndTransportationFacilitiesMember 2025-12-31 0001450704 VIVK:RemediationProcessingCentersHeavyExtractionAndRemediationEquipmentRPCMember 2025-12-31 0001450704 VIVK:PipelineAndRelatedFacilitiesMember 2025-12-31 0001450704 us-gaap:LeaseholdImprovementsMember 2025-01-01 2025-12-31 0001450704 VIVK:EndeavorCrudeLLCMember 2024-09-30 2024-10-01 0001450704 VIVK:EndeavorCrudeLLCMember us-gaap:CommonStockMember 2024-09-30 2024-10-01 0001450704 VIVK:EndeavorCrudeLLCMember us-gaap:SeriesAPreferredStockMember 2024-09-30 2024-10-01 0001450704 VIVK:EndeavorEntitiesMember 2024-10-02 2024-12-31 0001450704 VIVK:PreferredShareholderMember 2024-01-01 2024-12-31 0001450704 VIVK:ConvertiblePreferredStockSeriesAMember 2025-07-01 2025-07-30 0001450704 VIVK:EndeavorCrudeLLCMember 2022-06-15 2022-08-01 0001450704 VIVK:EndeavorCrudeLLCMember 2022-08-01 0001450704 VIVK:DivestedEntitiesMember 2025-07-01 2025-07-31 0001450704 VIVK:DivestedEntitiesMember 2025-07-31 0001450704 VIVK:AdaptiIncMember 2025-12-31 0001450704 VIVK:AdaptiIncMember 2024-12-31 0001450704 VIVK:AdaptiIncMember 2025-01-01 2025-12-31 0001450704 VIVK:AdaptiIncMember 2024-01-01 2024-12-31 0001450704 us-gaap:VehiclesMember 2025-12-31 0001450704 us-gaap:VehiclesMember 2024-12-31 0001450704 us-gaap:EquipmentMember 2025-12-31 0001450704 us-gaap:EquipmentMember 2024-12-31 0001450704 us-gaap:LandMember 2025-12-31 0001450704 us-gaap:LandMember 2024-12-31 0001450704 us-gaap:BuildingMember 2025-12-31 0001450704 us-gaap:BuildingMember 2024-12-31 0001450704 VIVK:CrudeAndNGLTerminalAndRelatedEquipmentMember 2025-12-31 0001450704 VIVK:CrudeAndNGLTerminalAndRelatedEquipmentMember 2024-12-31 0001450704 VIVK:CrudeOilTransferStationsMember 2025-12-31 0001450704 VIVK:CrudeOilTransferStationsMember 2024-12-31 0001450704 VIVK:PipelineAndRelatedFacilitiesMember 2025-12-31 0001450704 VIVK:PipelineAndRelatedFacilitiesMember 2024-12-31 0001450704 VIVK:FinanceLeaseRightOfUseAssetMember 2025-12-31 0001450704 VIVK:FinanceLeaseRightOfUseAssetMember 2024-12-31 0001450704 VIVK:WashPlantFacilitiesMember 2025-12-31 0001450704 VIVK:WashPlantFacilitiesMember 2024-12-31 0001450704 VIVK:RemediationProcessingUnitSystemAMember 2025-12-31 0001450704 VIVK:RemediationProcessingUnitSystemAMember 2024-12-31 0001450704 VIVK:RemediationProcessingUnitSystemBMember 2025-12-31 0001450704 VIVK:RemediationProcessingUnitSystemBMember 2024-12-31 0001450704 VIVK:WCCCTankExpansionMember 2025-12-31 0001450704 VIVK:WCCCTankExpansionMember 2024-12-31 0001450704 VIVK:ExtractionTechnologyPatentsMember 2025-12-31 0001450704 VIVK:ExtractionTechnologyPatentsMember 2024-12-31 0001450704 VIVK:ExtractionTechnologyMember 2025-12-31 0001450704 VIVK:ExtractionTechnologyMember 2024-12-31 0001450704 us-gaap:FiniteLivedIntangibleAssetsMember 2025-12-31 0001450704 us-gaap:FiniteLivedIntangibleAssetsMember 2024-12-31 0001450704 VIVK:OilStorageAgreementMember 2025-12-31 0001450704 VIVK:OilStorageAgreementMember 2024-12-31 0001450704 VIVK:CrudePetroleumSupplyAgreementMember 2025-12-31 0001450704 VIVK:CrudePetroleumSupplyAgreementMember 2024-12-31 0001450704 us-gaap:CustomerRelationshipsMember 2025-12-31 0001450704 us-gaap:CustomerRelationshipsMember 2024-12-31 0001450704 VIVK:TotalCustomerRelationshipsMember 2025-12-31 0001450704 VIVK:TotalCustomerRelationshipsMember 2024-12-31 0001450704 VIVK:KuwaitRPCMember 2024-01-01 2024-12-31 0001450704 VIVK:NanospongeTechnologyMember 2024-01-01 2024-12-31 0001450704 srt:ChiefExecutiveOfficerMember 2025-12-31 0001450704 srt:ChiefExecutiveOfficerMember 2024-12-31 0001450704 VIVK:VWFIMember 2023-09-29 2023-10-01 0001450704 VIVK:VariousPromissoryNotesAndConvertibleNotesMember 2025-12-31 0001450704 VIVK:VariousPromissoryNotesAndConvertibleNotesMember 2024-12-31 0001450704 VIVK:VariousPromissoryNotesForVehicleFinancingMember 2025-12-31 0001450704 VIVK:VariousPromissoryNotesForVehicleFinancingMember 2024-12-31 0001450704 VIVK:BlueRidgeBankMember 2025-12-31 0001450704 VIVK:BlueRidgeBankMember 2024-12-31 0001450704 VIVK:SmallBusinessAdministrationMember 2025-12-31 0001450704 VIVK:SmallBusinessAdministrationMember 2024-12-31 0001450704 VIVK:AlDaliInternationalForGenTradingAndContCoMember 2025-12-31 0001450704 VIVK:AlDaliInternationalForGenTradingAndContCoMember 2024-12-31 0001450704 VIVK:RSFLLCMember 2025-12-31 0001450704 VIVK:RSFLLCMember 2024-12-31 0001450704 VIVK:JustinEllisMember 2025-12-31 0001450704 VIVK:JustinEllisMember 2024-12-31 0001450704 VIVK:PilotOFSHoldingsLLCMember 2025-12-31 0001450704 VIVK:PilotOFSHoldingsLLCMember 2024-12-31 0001450704 VIVK:BusinessFirstBankMember 2025-12-31 0001450704 VIVK:BusinessFirstBankMember 2024-12-31 0001450704 VIVK:MaxusCapitalGroupLLCMember 2025-12-31 0001450704 VIVK:MaxusCapitalGroupLLCMember 2024-12-31 0001450704 VIVK:CedarviewOpportunitiesMasterFundLPMember 2025-12-31 0001450704 VIVK:CedarviewOpportunitiesMasterFundLPMember 2024-12-31 0001450704 VIVK:CurveCapitalLLCMember 2025-12-31 0001450704 VIVK:CurveCapitalLLCMember 2024-12-31 0001450704 VIVK:ClearThinkCapitalMember 2025-12-31 0001450704 VIVK:ClearThinkCapitalMember 2024-12-31 0001450704 VIVK:ClearThinkCapitalRBWMember 2025-12-31 0001450704 VIVK:ClearThinkCapitalRBWMember 2024-12-31 0001450704 VIVK:AgileCapitalFundingLLCMember 2025-12-31 0001450704 VIVK:AgileCapitalFundingLLCMember 2024-12-31 0001450704 VIVK:JJAstorMember 2025-12-31 0001450704 VIVK:JJAstorMember 2024-12-31 0001450704 VIVK:JorganDevelopmentLLCMember 2025-12-31 0001450704 VIVK:JorganDevelopmentLLCMember 2024-12-31 0001450704 VIVK:JamesBallengeeCompaniesMember 2025-12-31 0001450704 VIVK:JamesBallengeeCompaniesMember 2024-12-31 0001450704 VIVK:TylerNelsonMember 2025-12-31 0001450704 VIVK:TylerNelsonMember 2024-12-31 0001450704 VIVK:MeridianEquipmentLeasingLLCMember 2025-12-31 0001450704 VIVK:MeridianEquipmentLeasingLLCMember 2024-12-31 0001450704 VIVK:TripleTTradingCompanyLLCMember 2025-12-31 0001450704 VIVK:TripleTTradingCompanyLLCMember 2024-12-31 0001450704 VIVK:WaskomLLCMember 2025-12-31 0001450704 VIVK:WaskomLLCMember 2024-12-31 0001450704 VIVK:LoansAndNotesPayableMember 2025-12-31 0001450704 VIVK:LoansAndNotesPayableMember 2024-12-31 0001450704 VIVK:VariousPromissoryNotesForVehicleFinancingMember srt:MinimumMember 2025-10-01 0001450704 VIVK:VariousPromissoryNotesForVehicleFinancingMember srt:MaximumMember 2025-10-01 0001450704 VIVK:VariousPromissoryNotesForVehicleFinancingMember 2025-09-30 2025-10-01 0001450704 VIVK:PaycheckProtectionProgramLoanMember 2020-05-01 2021-01-31 0001450704 VIVK:SBALoanMember 2020-05-01 2020-08-31 0001450704 VIVK:EndeavorEntitiesMember VIVK:PaycheckProtectionProgramLoanMember 2024-10-01 0001450704 VIVK:EndeavorEntitiesMember VIVK:PaycheckProtectionProgramLoanMember 2024-09-30 2024-10-01 0001450704 VIVK:PaycheckProtectionProgramLoanMember 2025-12-31 0001450704 VIVK:SBALoanMember 2025-12-31 0001450704 VIVK:SBALoanMember 2024-12-31 0001450704 VIVK:RSFLLCMember VIVK:ConvertiblePromissoryNoteMember 2023-07-25 0001450704 VIVK:RSFLLCMember VIVK:ConvertiblePromissoryNoteMember 2023-07-01 2023-07-25 0001450704 VIVK:LoanAgreementMember VIVK:IndividualLenderMember VIVK:ConvertiblePromissoryNoteMember 2024-04-08 0001450704 VIVK:LoanAgreementMember VIVK:IndividualLenderMember VIVK:ConvertiblePromissoryNoteMember 2025-05-01 2025-05-31 0001450704 VIVK:PilotOFSHoldingsLLCMember VIVK:ThirdPartyNotePayablesMember 2025-07-01 2025-07-31 0001450704 VIVK:PilotOFSHoldingsLLCMember VIVK:BusinessFirstBankMember 2025-07-01 2025-07-31 0001450704 VIVK:PilotOFSHoldingsLLCMember VIVK:WaskomLLCMember 2025-07-01 2025-07-31 0001450704 VIVK:MaxusCapitalGroupLLCMember 2025-01-01 2025-12-31 0001450704 VIVK:SecuredPromissoryNoteMember VIVK:CedarviewOpportunitiesMasterFundLPMember 2024-10-31 0001450704 VIVK:SecuredPromissoryNoteMember VIVK:CedarviewOpportunitiesMasterFundLPMember 2024-10-02 2024-10-31 0001450704 VIVK:SecuredPromissoryNoteMember VIVK:CedarviewOpportunitiesMasterFundLPMember 2025-12-31 0001450704 VIVK:SecuredPromissoryNoteMember VIVK:CedarviewOpportunitiesMasterFundLPMember 2024-12-31 0001450704 VIVK:CurveCapitalLLCMember 2023-11-01 2023-11-30 0001450704 VIVK:ClearThinkCapitalMember VIVK:ConvertiblePromissoryNoteMember 2025-08-12 0001450704 VIVK:ClearThinkCapitalMember VIVK:ConvertiblePromissoryNoteMember 2025-08-01 2025-08-12 0001450704 VIVK:ClearThinkCapitalRBWMember VIVK:ConvertiblePromissoryNoteMember 2025-12-31 0001450704 VIVK:ClearThinkCapitalRBWMember VIVK:ConvertiblePromissoryNoteMember 2025-01-01 2025-12-31 0001450704 VIVK:ClearThinkCapitalMember VIVK:MultipleConvertiblePromissoryNoteMember 2025-12-31 0001450704 VIVK:ClearThinkCapitalMember VIVK:MultipleConvertiblePromissoryNoteMember 2025-01-01 2025-12-31 0001450704 VIVK:EndeavorEntitiesMember VIVK:AgileAgreementMember 2024-10-02 2024-10-31 0001450704 VIVK:EndeavorEntitiesMember VIVK:AgileAgreementMember 2025-12-31 0001450704 VIVK:EndeavorEntitiesMember VIVK:AgileAgreementMember 2024-12-31 0001450704 VIVK:J.J.AstorMember VIVK:JuniorSecuredConvertiblePromissoryNoteMember 2025-03-17 0001450704 VIVK:J.J.AstorMember VIVK:JuniorSecuredConvertiblePromissoryNoteMember 2025-03-01 2025-03-17 0001450704 VIVK:ForbearanceAndAdditionalLoanAgreementMember VIVK:JJAstorMember VIVK:JuniorSecuredConvertiblePromissoryNoteMember 2025-07-01 2025-07-09 0001450704 VIVK:ForbearanceAndAdditionalLoanAgreementMember VIVK:JJAstorMember VIVK:JuniorSecuredConvertiblePromissoryNote2Member 2025-07-09 0001450704 VIVK:ForbearanceAndAdditionalLoanAgreementMember VIVK:JJAstorMember VIVK:JuniorSecuredConvertiblePromissoryNote2Member 2025-07-01 2025-07-09 0001450704 VIVK:ForbearanceAndAdditionalLoanAgreementMember VIVK:JJAstorMember VIVK:JuniorSecuredConvertiblePromissoryNoteMember 2025-01-01 2025-12-31 0001450704 VIVK:ForbearanceAndAdditionalLoanAgreementMember VIVK:JJAstorMember 2025-01-01 2025-12-31 0001450704 VIVK:ForbearanceAndAdditionalLoanAgreementMember VIVK:JJAstorMember VIVK:JuniorSecuredConvertiblePromissoryNoteMember 2025-12-31 0001450704 VIVK:ForbearanceAndAdditionalLoanAgreementMember VIVK:JJAstorMember VIVK:JuniorSecuredConvertiblePromissoryNote2Member 2024-12-31 0001450704 VIVK:SecondForbearanceAgreementMember VIVK:JJAstorMember VIVK:JuniorSecuredConvertiblePromissoryNote2Member 2025-10-09 0001450704 VIVK:SecondForbearanceAgreementMember VIVK:JJAstorMember VIVK:JuniorSecuredConvertiblePromissoryNote2Member 2025-10-02 2025-10-09 0001450704 2025-06-30 0001450704 VIVK:MeridianEquipmentLeasingLLCMember 2025-12-31 0001450704 VIVK:MembershipInterestPurchaseAgreementMember VIVK:SecuredPromissoryNotesMember 2022-08-01 0001450704 VIVK:MembershipInterestPurchaseAgreementMember VIVK:SecuredPromissoryNotesMember 2025-12-31 0001450704 VIVK:MembershipInterestPurchaseAgreementMember VIVK:SecuredPromissoryNotesMember 2024-12-31 0001450704 VIVK:PromissoryNotesMember VIVK:JamesBallengeeMember 2024-05-14 0001450704 VIVK:PromissoryNotesMember VIVK:JamesBallengeeMember 2024-05-01 2024-05-14 0001450704 VIVK:PromissoryNotesMember VIVK:JamesBallengeeMember 2025-12-31 0001450704 VIVK:PromissoryNotesMember VIVK:JamesBallengeeMember 2024-12-31 0001450704 VIVK:VivaVenturesRemediationCorpMember 2022-12-01 2022-12-16 0001450704 2024-09-30 2024-10-01 0001450704 srt:ChiefFinancialOfficerMember 2025-06-01 2025-06-24 0001450704 srt:ChiefFinancialOfficerMember VIVK:Mr.PattersonMember 2025-08-01 2025-08-12 0001450704 srt:ChiefFinancialOfficerMember VIVK:Mr.PattersonMember 2025-08-12 0001450704 us-gaap:PreferredStockMember 2025-12-31 0001450704 us-gaap:SeriesAPreferredStockMember 2025-12-31 0001450704 us-gaap:SeriesAPreferredStockMember 2025-11-01 2025-11-26 0001450704 us-gaap:SeriesAPreferredStockMember 2024-10-01 0001450704 us-gaap:SeriesAPreferredStockMember 2024-09-30 2024-10-01 0001450704 us-gaap:SeriesAPreferredStockMember 2024-12-31 0001450704 2025-12-22 0001450704 VIVK:VivaventuresRoyaltyIILLCMember 2025-12-31 0001450704 VIVK:VivaventuresRoyaltyIILLCMember 2024-12-31 0001450704 VIVK:StockOptionsMember VIVK:EmployeesMember 2022-06-01 2022-06-30 0001450704 VIVK:StockOptionsMember 2024-01-01 2024-12-31 0001450704 VIVK:StockOptionsMember VIVK:EmployeesMember 2025-01-01 2025-12-31 0001450704 VIVK:StockOptionsMember VIVK:ConsultingServicesMember 2025-01-01 2025-12-31 0001450704 VIVK:StockOptionsMember 2025-01-01 2025-12-31 0001450704 VIVK:ConsultingMember 2025-01-01 2025-12-31 0001450704 VIVK:ConsultingMember 2024-01-01 2024-12-31 0001450704 VIVK:AlDaliInternationalForGenTradingAndContCoMember 2023-06-20 0001450704 VIVK:AlDaliInternationalForGenTradingAndContCoMember 2023-06-01 2023-06-20 0001450704 VIVK:ClearStreetLLCMember 2024-04-01 2024-04-04 0001450704 VIVK:ClearStreetLLCMember 2024-04-04 0001450704 us-gaap:StockOptionMember srt:MinimumMember 2023-01-01 2023-12-31 0001450704 us-gaap:StockOptionMember srt:MaximumMember 2023-01-01 2023-12-31 0001450704 us-gaap:StockOptionMember 2023-01-01 2023-12-31 0001450704 us-gaap:StockOptionMember 2024-12-31 0001450704 us-gaap:StockOptionMember 2024-01-01 2024-12-31 0001450704 us-gaap:StockOptionMember 2025-01-01 2025-12-31 0001450704 us-gaap:StockOptionMember 2025-12-31 0001450704 us-gaap:WarrantMember srt:MinimumMember 2025-01-01 2025-12-31 0001450704 us-gaap:WarrantMember srt:MaximumMember 2025-01-01 2025-12-31 0001450704 us-gaap:WarrantMember srt:MinimumMember 2024-01-01 2024-12-31 0001450704 us-gaap:WarrantMember srt:MaximumMember 2024-01-01 2024-12-31 0001450704 us-gaap:WarrantMember 2025-01-01 2025-12-31 0001450704 us-gaap:WarrantMember 2024-01-01 2024-12-31 0001450704 VIVK:TransportationLogisticsSegmentMember 2025-01-01 2025-12-31 0001450704 VIVK:TerminalingAndStorageSegmentMember 2025-01-01 2025-12-31 0001450704 VIVK:SupplyAndTradingSegmentMember 2025-01-01 2025-12-31 0001450704 VIVK:TransportationLogisticsSegmentMember 2024-01-01 2024-12-31 0001450704 VIVK:TerminalingAndStorageSegmentMember 2024-01-01 2024-12-31 0001450704 VIVK:SupplyAndTradingSegmentMember 2024-01-01 2024-12-31 0001450704 VIVK:SpectraMember 2024-01-01 2024-12-31 0001450704 VIVK:SpectraMember 2025-12-31 0001450704 VIVK:JorganDevelopmentLLCMember 2022-08-02 2022-08-31 0001450704 VIVK:JorganMember 2025-12-31 0001450704 VIVK:JorganMember 2024-12-31 0001450704 VIVK:WCCrudeMember 2025-01-01 2025-12-31 0001450704 VIVK:CrudeLLCMember 2025-12-31 0001450704 VIVK:CrudeLLCMember 2024-12-31 0001450704 VIVK:TankStorageMember VIVK:WCCrudeMember 2025-01-01 2025-12-31 0001450704 VIVK:WCCrudeMember 2024-01-01 2024-12-31 0001450704 VIVK:DrKhalidBinJaborAlThaniMember 2025-12-31 0001450704 VIVK:TripleTMember 2025-12-31 0001450704 VIVK:TripleTMember 2024-12-31 0001450704 VIVK:SellersMember 2024-12-01 2024-12-02 0001450704 VIVK:JorganMember 2024-12-01 2024-12-02 0001450704 VIVK:JBAHMember 2024-12-01 2024-12-02 0001450704 VIVK:TruckingTransportationAgreementMember VIVK:WCCrudeMember 2025-01-01 2025-12-31 0001450704 VIVK:TruckingTransportationAgreementMember VIVK:WCCrudeMember 2024-01-01 2024-12-31 0001450704 VIVK:StationThroughputAgreementMember VIVK:PosseWassonLLCMember 2025-01-01 2025-12-31 0001450704 VIVK:StationThroughputAgreementMember VIVK:PosseWassonLLCMember 2024-01-01 2024-12-31 0001450704 VIVK:StationThroughputAgreementMember VIVK:WCCrudeMember 2025-01-01 2025-12-31 0001450704 VIVK:StationThroughputAgreementMember VIVK:WCCrudeMember 2024-01-01 2024-12-31 0001450704 VIVK:JamesBallengeeMember 2024-05-14 0001450704 VIVK:JamesBallengeeMember 2024-05-01 2024-05-14 0001450704 VIVK:JamesBallengeeMember 2025-12-31 0001450704 VIVK:JamesBallengeeMember 2024-12-31 0001450704 srt:ChiefFinancialOfficerMember 2024-06-13 0001450704 srt:ChiefFinancialOfficerMember 2025-12-31 0001450704 VIVK:BallengeeHoldingsMember 2025-07-05 0001450704 VIVK:BallengeeHoldingsMember 2025-12-31 0001450704 VIVK:BallengeeHoldingsMember 2024-12-31 0001450704 VIVK:MeridianEquipmentLeasingLLCMember 2025-01-01 2025-12-31 0001450704 VIVK:MeridianEquipmentLeasingLLCMember 2025-12-31 0001450704 VIVK:WhollyOwnedSubsidiariesMember 2025-12-31 0001450704 VIVK:VivaventuresManagementCompanyMember 2024-01-01 2024-12-31 0001450704 VIVK:NonAffiliatedAccreditedInvestorMember VIVK:SecuritiesPurchaseAgreementMember VIVK:ConvertiblePromissoryNoteMember 2025-06-06 2025-06-09 0001450704 VIVK:LenderForbearanceAgreementsMember VIVK:LendersMember 2026-01-01 2026-01-30 0001450704 VIVK:SecondNoteMember VIVK:J.J.AstorMember 2025-07-01 2025-07-09 0001450704 VIVK:SecondNoteMember VIVK:J.J.AstorMember 2026-01-01 2026-01-12 0001450704 VIVK:SecondNoteMember VIVK:J.J.AstorMember 2026-01-12 0001450704 VIVK:NotePaymentAmendmentAgreementMember VIVK:J.J.AstorMember 2026-02-01 2026-02-05 0001450704 2026-01-01 2026-03-24 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure

As filed with the Securities and Exchange Commission on May 14, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

VIVK-Logo-NEW

Vivakor, Inc.

www.vivakor.com

(Exact name of registrant as specified in its charter)

Nevada		4789		26-2178141
(State or other jurisdiction of incorporation or organization		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

5220 Spring Valley Road, Suite 500 Dallas, TX 75254		(469) 480-7175
(Address, including zip code, of registrant’s principal executive offices)		(Telephone number, including area code)

James Ballengee, Chief Executive Officer

Kimberly Hawley, Chief Financial Officer

Vivakor, Inc.

5220 Spring Valley Road,

Suite 500

Dallas, TX 75254

(469) 480-7175

(Name, address, including zip code, and telephone number, including area code, of agent for service)

COPIES TO:

Craig V. Butler, Esq.

Law Offices of Craig V. Butler

300 Spectrum Center Drive, Suite 300

Irvine, CA 92618

(949) 484-5667

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Table of Contents

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☑
(Do not check if a smaller reporting company)		Emerging growth company	☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Table of Contents

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the SEC is effective. This prospectus is not an offer to sell and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, Dated May 14, 2026

PROSPECTUS

Up to 40,686,375 shares of common stock

VIVAKOR, INC.

This prospectus relates to the resale, from time to time of up to an aggregate of 40,686,375 shares of Vivakor, Inc., a Nevada corporation (the “Company”) common stock, $0.001 par value per share (“Common Stock”), by the selling stockholders named herein (the “Selling Stockholders”),. The Common Stock included in this prospectus consists of up to 40,540,542 shares that certain of the Selling Stockholders may receive pursuant to the conversion of certain convertible promissory notes issued in the aggregate amount of $15,000,000 held by such Selling Stockholders under the terms of the Offering, and 145,833 shares of Common Stock currently owned by another Selling Stockholder. The 40,540,542 shares of Common Stock issuable under the convertible promissory notes are calculated based upon the floor price of $0.37 per share (“Floor Price”) as set forth in the convertible promissory note. The Company is registering 40,540,542 shares of Common Stock for issuance under the convertible promissory notes, which is the maximum amount of shares of Common Stock that can be issued upon conversion of $15,000,000 of principal under the convertible promissory notes. See the section entitled, “Selling Stockholders” for additional information regarding the Selling Stockholders.

The Selling Stockholders may sell the shares of Common Stock at prevailing market or privately negotiated prices, including in one or more transactions that may take place by ordinary broker’s transactions, privately negotiated transactions or through sales to one or more dealers for resale. We will not realize any proceeds from sales by the Selling Stockholders.

All costs incurred in the registration of the shares of Common Stock are being borne by the Company.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. This prospectus complies with the requirements that apply to an issuer that is an emerging growth company.

Our common stock is listed on The Nasdaq Capital Market under the symbol “VIVK”. On May 12, 2026, the last reported sale price of our common stock was $1.60 per share.

The share and per share information in this prospectus reflects a 1-for-200 reverse stock split of the outstanding Common Stock of the Company, which went effective on March 24, 2026. The financial statements, which are included on pages F-1 through F-39, and associated Management’s Discussion and Analysis disclosure, have also been adjusted for the 1-for-200 reverse stock split.

Investing in the Common Stock involves risks. Vivakor, Inc., currently is in an unsound financial condition, and you should not invest unless you can afford to lose your entire investment. See “Risk Factors” beginning on page 13. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is __________________, 2026

Table of Contents

TABLE OF CONTENTS

MARKET AND INDUSTRY DATA		1
CERTAIN TRADEMARKS, TRADE NAMES AND SERVICE MARKS		2
ABOUT THIS PROSPECTUS		3
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		4
PROSPECTUS SUMMARY		7
SUMMARY OF THE OFFERING		12
RISK FACTORS		13
SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS		27
USE OF PROCEEDS		28
DESCRIPTION OF SECURITIES		29
BUSINESS		33
LEGAL PROCEEDINGS		41
LEGAL MATTERS		44
EXPERTS		44
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS		44
WHERE YOU CAN FIND MORE INFORMATION		44
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS		F-1
SELECTED FINANCIAL DATA		45
MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION		46
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		57
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		58
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS		59
EXECUTIVE COMPENSATION		65
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		72
SELLING STOCKHOLDERS		73
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		74
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES		80
PLAN OF DISTRIBUTION		81
AVAILABLE INFORMATION		83

Table of Contents

MARKET AND INDUSTRY DATA

This prospectus includes estimates regarding market and industry data that we prepared based on our management’s knowledge and experience in the markets in which we operate, together with information obtained from various sources, including publicly available information, industry reports and publications, surveys, our customers, distributors, suppliers, trade and business organizations and other contacts in the markets in which we operate. In some cases, we do not expressly refer to the sources from which this data is derived. Management estimates are derived from publicly available information released by independent industry analysts and third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data and our knowledge of such industry and markets which we believe to be reasonable.

In presenting this information, we have made certain assumptions that we believe to be reasonable based on such data and other similar sources and on our knowledge of, and our experience to date in, the markets for the products we distribute. Market share data is subject to change and may be limited by the availability of raw data, the voluntary nature of the data gathering process and other limitations inherent in any statistical survey of market shares. In addition, customer preferences are subject to change.

Table of Contents

CERTAIN TRADEMARKS, TRADE NAMES AND SERVICE MARKS

This prospectus includes trademarks and service marks owned by us, including, without limitation, Vivakor, and our logo, which are our property and are protected under applicable intellectual property laws. This prospectus also contains trademarks, trade names and service marks of other companies, which are the property of their respective owners. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus may appear without the ®, ™ or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, trade names and service marks. We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.

Table of Contents

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-1 that we filed with the U.S. Securities and Exchange Commission (the “SEC”). You should read this prospectus and the information and documents incorporated herein by reference carefully. Such documents contain important information you should consider when making your investment decision. See “Where You Can Find Additional Information” in this prospectus.

You should rely only on the information contained in or incorporated by reference into this prospectus. We have not authorized anyone to provide you with information different from, or in addition to, that contained in or incorporated by reference into this prospectus. This prospectus is an offer to sell only the securities offered hereby but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in or incorporated by reference into this prospectus is current only as of their respective dates or on the date or dates that are specified in those documents. Our business, financial condition, results of operations and prospects may have changed since those dates.

Unless the context otherwise requires, the terms “Vivakor,” “the Company,” “we,” “us” and “our” refer to Vivakor, Inc., a Nevada corporation.

Unless otherwise indicated, information contained in this prospectus or incorporated by reference herein concerning our industry and the markets in which we operate is based on information from independent industry and research organizations, other third-party sources (including industry publications, surveys and forecasts), and management estimates. Management estimates are derived from publicly available information released by independent industry analysts and third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data and our knowledge of such industry and markets, which we believe to be reasonable. Although we believe the data from these third-party sources is reliable, we have not independently verified any third-party information. In addition, projections, assumptions and estimates of the future performance of the industry in which we operate and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

When used in this prospectus, including the documents that we have incorporated by reference, in future filings with the SEC or in press releases or other written or oral communications, statements which are not historical in nature, including those containing words such as “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “may” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters, are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). In particular, statements pertaining to our trends, liquidity and capital resources, among others, contain forward-looking statements. You can also identify forward-looking statements by discussions of strategy, plans or intentions. Examples of forward-looking statements include, but are not limited to, statements about the following:

●

our prospects, including our future business, revenues, expenses, net income, earnings per share, gross margins, profitability, cash flows, cash position, liquidity, financial condition and results of operations, backlog of orders and revenue, our targeted growth rate, our goals for future revenues and earnings, and our expectations about realizing the revenues in our backlog and in our sales pipeline;

●

the effects on our business, financial condition and results of operations of current and future economic, business, market and regulatory conditions, including the current economic and market conditions and their effects on our customers and their capital spending and ability to finance purchases of our products, services, technologies and systems;

●

the effects of fluctuations in sales on our business, revenues, expenses, net income, earnings per share, margins, profitability, cash flows, capital expenditures, liquidity, financial condition and results of operations;

●

our products, services, technologies and systems, including their quality and performance in absolute terms and as compared to competitive alternatives, their benefits to our customers and their ability to meet our customers’ requirements, and our ability to successfully develop and market new products, services, technologies and systems;

●

our markets, including our market position and our market share;

●

our ability to successfully develop, operate, grow and diversify our operations and businesses;

●

our business plans, strategies, goals and objectives, and our ability to successfully achieve them;

●

the sufficiency of our capital resources, including our cash and cash equivalents, funds generated from operations and other capital resources, to meet our future working capital, capital expenditure and business growth needs;

●

the value of our assets and businesses, including the revenues, profits and cash flows they are capable of delivering in the future;

●

the effects on our business operations, financial results, and prospects of business acquisitions, combinations, sales, alliances, ventures and other similar business transactions and relationships;

●

industry trends and customer preferences and the demand for our products, services, technologies and systems;

●

the nature and intensity of our competition, and our ability to successfully compete in our markets;

Table of Contents

●

the capital costs required for drilling, completion and production activities, which could be significantly more than anticipated;

●

the ability to access, and cost of, capital;

●

prevailing oil and natural gas prices;

●

the availability to our customers of suitable drilling equipment, production and transportation infrastructure and qualified operating personnel;

●

the producers’ expected return on investment in wells drilled on or around our land as compared to opportunities in other areas;

●

regulatory developments;

●

the domestic and foreign supply of, and demand for, crude oil, natural gas, and other energy sources, including the impact of actions relating to oil price and production controls by OPEC+ with respect to oil production levels and announcements of potential changes to such levels;

●

Our ability to purchase, sell, and distribute crude oil, condensate, natural gas liquids, and refined or processed oil products through our marketing and trading division;

●

the risk that we may not realize the anticipated benefits and synergies from our acquisitions, including the Endeavor Entities acquisition, as previously announced;

●

actions taken by the federal or state governments, such as executive orders, tariffs on imported goods and commodities, or new or expanded regulations, that may impact future energy production in the U.S. and any acceleration of the domestic and/or international transition to a low-carbon economy as a result of the Inflation Reduction Act, Pub. L. 117-169, or otherwise;

●

changes in laws and regulations (or the interpretation thereof), including those related to hydraulic fracturing, accessing water, disposing of wastewater, transferring produced water, interstate brackish water transfer, carbon pricing, pipeline construction, taxation or emissions, leasing, permitting or drilling and various other environmental matters;

●

the severity and duration of world health events, natural disasters or inclement or hazardous weather conditions, including cold weather, freezes, hurricanes, droughts, earthquakes, flooding and tornadoes;

●

evolving cybersecurity risks, such as those involving unauthorized access, third-party provider defects and service failures, denial-of-service attacks, malicious software, data privacy breaches by employees, insider or others with authorized access, cyber or phishing-attacks, ransomware, social engineering, physical breaches or other actions;

●

our level of indebtedness and our ability to service our indebtedness;

●

uncertainty of estimates of oil, natural gas and NGL reserves and production;

●

the degree to which consolidation among our customers may affect spending on U.S. drilling and completions in the near-term; and

●

our reliance on a limited number of customers and particular regions for substantially all of our revenues.

Table of Contents

These statements are necessarily subjective, are based upon our current plans, intentions, objectives, goals, strategies, beliefs, projections and expectations, and involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from any future results, performance or achievements described in or implied by such statements. Actual results may differ materially from expected results described in our forward-looking statements, including with respect to correct measurement and identification of factors affecting our business or the extent of their likely impact, the accuracy and completeness of the publicly-available information with respect to the factors upon which our business strategy is based, or the success of our business.

Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of whether, or the times by which, our performance or results may be achieved. Forward-looking statements are based on information available at the time those statements are made and management’s belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that may cause actual results, our performance or achievements, or industry results to differ materially from those contemplated by such forward-looking statements include, without limitation, those discussed under the caption “Risk Factors” in this prospectus as well as other risks and factors identified from time to time in our SEC filings.

Table of Contents

PROSPECTUS SUMMARY

VIVAKOR, INC.

Vivakor, Inc. was originally organized in 2006 as a Nevada limited liability company and converted to a Nevada corporation in 2008. Since then, we have grown through strategic acquisitions and the development of our integrated midstream platform, which provides crude oil transportation, terminaling, and marketing services across major U.S. producing basins.

Key milestones include the 2022 acquisition of terminaling facilities in Colorado City, Texas and Delhi, Louisiana, and the 2024 acquisition of trucking, pipeline, storage, and related operating assets through the acquisition of the Endeavor Entities (hereinafter the “Endeavor Entities”). The Company has also developed proprietary Remediation Processing Centers (“RPCs”) technology designed to recover hydrocarbons from oil-contaminated materials, with prior trials in Kuwait achieving Category A approval under the United Nations-funded Kuwait Environmental Remediation Project.

Today, the Company operates through a network of wholly-owned and majority-owned subsidiaries that support the integrated management of its transportation terminaling, marketings, and remediation activities.

We currently operate across three business segments that together provide integrated midstream services related to the transfer, storage and trading of oil and constituent products, namely: (i) crude oil transportation, (ii) terminaling and storage facility services, and (iii) marketing and trading. We expect to begin operations in a fourth segment, remediation services, which remains under development and is expected to commence operations in the third quarter of 2026.

Our crude oil transportation segment includes trucking and pipeline operations serving key producing regions, including Permian Basin, Eagle Ford Basin, DJ Basin and Anadarko Basin’s STACK play. We also operate the Omega Gathering Pipeline, a 45-mile crude oil gathering and shuttle system in Blaine County, Oklahoma, connected to the Plains/P66 STACK Pipeline and the Cushing, Oklahoma storage hub.

Our terminaling and storage facilities segment owns and operates ten crude oil pipeline injection truck stations and two major terminaling facilities strategically located near key pipeline infrastructure and demand centers. These operations provide producers with transportation access, storage capacity and market connectivity.

Our marketing and trading division manages the purchase, sale, and distribution of Crude oil condensate, natural gas liquids, and related petroleum products. These activities are integrated with our transportation and terminaling operations to support asset utilization and provide broader market access for customers.

Our remediation segment is expected to include the RPC currently under development in Harris County, Texas. Once operational, the RPC is expected to process oilfield waste and recover hydrocarbons for resale, further expanding the Company’s environmental processing and recycling capabilities.

Our Opportunity

The U.S. midstream sector continues to benefit from sustained crude oil and natural gas liquids production across key domestic basins, including the Permian, Eagle Ford, and Anadarko regions, which has increased demand for transportation, storage, processing, and related infrastructure services. At the same time, evolving regulatory requirements and environmental initiatives are increasing demand for hydrocarbon recovery, recycling, and remediation solutions.

Table of Contents

Vivakor operates an integrated platform of transportation, terminaling, storage, marketing, and environmental processing assets positioned to support these industry trends. Our operations include available transportation and terminaling capacity, strategically located facilities near major pipeline systems and demand centers, and customer relationships that provide baseline throughput volumes while allowing us to pursue additional utilization opportunities.

In addition, the planned Remediation Processing Center (“RPC”), which the Company currently expects to commission in the third quarter of 2026, is intended to expand the Company’s hydrocarbon recovery and environmental processing capabilities.

We believe our integrated operating platform, geographic footprint, and focus on operational efficiency position us to pursue additional growth opportunities through increased asset utilization, organic development initiatives, and selective acquisitions.

Competitive Strengths

We believe the following competitive strengths support our integrated midstream platform and position us to pursue long-term growth opportunities:

●

Integrated Midstream Platform: Our operations span transportation, terminaling, marketing, and planned remediation services, allowing us to provide integrated solutions across crude oil value chain and enhance operational coordination across our assets.

●

Strategic Infrastructure Footprint: Our terminals, injection stations, trucking operations, and pipelines assets are strategically located near key producing regions, including the Permian, STACK, and Eagle Ford Basins, providing customers with transportation access, takeaway capacity, and connectivity to major demand centers.

●

Contracted and Recurring Revenue Base: Long-term agreements, including our Colorado City terminal agreement and our Delhi terminal-related arrangements, provide baseline throughput volumes and support operational visibility.

●

Environmental Processing Capabilities: The planned Remediation Processing Center is expected to expand our hydrocarbon recovery, recycling, and environmental processing capabilities in response to evolving regulatory and sustainability initiatives within the energy sector.

●

Proven Acquisition and Expansion Experience: We have expanded our operations through strategic acquisitions intended to enhance integration, broaden service offerings, and increase operational scale across our midstream platform.

Growth Strategies

Our growth strategy is focused on increasing utilization of existing assets, expanding operational integration across our platform, and selectively pursuing additional growth opportunities in key producing regions.

●

Increase Asset Utilization: Continue integrating transportation, terminaling, storage, and marketing activities to improve throughput volumes, operational efficiency, and asset utilization across our platform.

●

Expand Infrastructure Connectivity: Increase volumes under existing commercial agreements, pursue complementary infrastructure opportunities, and expand connectivity to key producing regions and end markets.

●

Develop Environmental Processing Operations: Complete commissioning of the Remediation Processing Center (“RPC”) in Texas and evaluate additional environmental processing and recycling opportunities in strategic operating regions.

Table of Contents

●

Pursue Selective Acquisitions: Evaluate acquisitions of complementary midstream and related infrastructure assets intended to expand operational scale and geographic reach.

●

Enhance Customer Relationships: Continue providing integrated service offerings designed to support customer retention, increase utilization opportunities, and strengthen commercial relationships.

Key Transactions

Terminals Acquisition (2022)

On August 1, 2022, Vivakor acquired all of the membership interests in Silver Fuels Delhi, LLC (“SFD”) and White Claw Colorado City, LLC (“WCCC”), making these entities wholly owned subsidiaries (the “Terminals Acquisition”). The purchase price was approximately $32.9 million, paid through a combination of 3,009,552 shares of common stock, secured three-year promissory notes, and the assumption of certain liabilities. The sellers are beneficially owned by James Ballengee, who subsequently became Vivakor’s Chairman, President, and Chief Executive Officer and principal shareholder.

The acquisition expanded the Company’s terminaling, storage, and crude oil logistics infrastructure operations and established a foundation for the Company’s broader midstream business strategy.

Endeavor Entities Acquisition (2024)

On October 1, 2024, Vivakor acquired all issued and outstanding interests in Endeavor Crude, LLC, Equipment Transport, LLC, Meridian Equipment Leasing, LLC, and Silver Fuels Processing, LLC (collectively, the “Endeavor Entities”), making them wholly owned subsidiaries (the “Endeavor Entities Acquisition”). The total purchase price was $116.3 million, including assumed debt and a performance adjustment, payable through a combination of common stock and Series A Convertible Preferred Stock. These sellers are also beneficially owned by James Ballengee.

The acquisition significantly expanded the Company’s integrated midstream transportation, logistics, environmental processing, and crude oil marketing operations.

In connection with this acquisition, Vivakor restructured its corporate operations under Vivakor Operating, LLC (“OpCo”) and Vivakor Administration, LLC (“AdminCo”), which manage operational, management, and administrative functions across the Company’s subsidiaries and consolidate financial and operational oversight.

Strategic Divestiture of Non-Core Operations (2025)

As a result of this review, on July 30, 2025, the Company sold certain non-core business units of Meridian Equipment Leasing, LLC and Equipment Transport, LLC, including produced water trucking operations previously acquired as part of the Endeavor Entities. The transaction was completed for approximately $11.1 million, through the cancellation of outstanding shares of Series A Preferred Stock.

The divestiture was undertaken to streamline operations and allow the Company to focus on its core midstream transportation, terminaling, crude oil logistics, and environmental processing activities. In connection with the transaction, certain pre-closing asset and liability transfers were completed to comply with debt covenant requirements and support continuity of the Company’s crude oil-focused operations. Following closing, amendments were made to related Transition Services Agreements and Promissory Note arrangements to reflect revised operational relationships and ongoing business activities.

Table of Contents

Kuwait RPC Operations

Vivakor’s proprietary RPC technology was developed to recover hydrocarbons from oil-contaminated waste and was initially deployed in Kuwait trial operations. The Company previously planned to deploy RPC units in Kuwait as part of the United Nations-funded Kuwait Environmental Remediation Project (“KERP”), which was designed to remediate oil-contaminated soil resulting from the Gulf Wars.

During initial trials with the Kuwait Oil Company (“KOC”), the RPC process reduced oil content in contaminated soil from levels as high as 18% to as low as 0.02%, resulting in a Category A approval by KOC, the highest remediation classification for contamination levels of that magnitude.

Subsequent subcontractor changes delayed execution, and no definitive agreement with KOC was finalized during 2024. As a result, the Company recorded impairment charges of approximately $7.0 million related to the Kuwait RPC units and $1.5 million related to an ancillary nanosponge license. Although discussions with KOC remain ongoing, there can be no assurance that a definitive agreement will be reached or that Kuwait operations will commence.

Recent Developments

March 2026 Reverse Stock Split

On March 24, 2026, the Company effected a 1-for-200 reverse stock split of its common stock pursuant to a Certificate of Amendment to the Company’s Amended and Restated Articles of Incorporation following shareholder approval obtained at the Company’s Special Meeting held on December 22, 2025.

Private Financing Transaction (the “Financing”)

Convertible Promissory Notes

The following summary of the Notes does not purport to be complete and is qualified in its entirety by reference to the forms of SPA and Notes filed as exhibits to the registration statement of which this prospectus forms a part.

On May 8, 2026, the Company entered into a Securities Purchase Agreement (the “SPA”) with certain institutional investors (collectively, the “Selling Stockholders”) providing for the issuance of convertible promissory notes (the “Notes”) with aggregate gross proceeds to the Company of up to $12.0 million, before fees and expenses, in two closings. The Notes have an aggregate principal amount of $15.0 million, reflecting a $3.0 million original issue discount of 20%.

The initial closing occurred on May 8, 2026, pursuant to which the Company received $6.0 million in gross proceeds. A second closing for an additional $6.0 million remains subject to the effectiveness of the registration statement of which this prospectus forms a part and other customary closing conditions pursuant to the terms of the SPA and the Note.

The Notes are convertible into shares of the Company’s Common Stock at a conversion price equal to the greater of $0.37 per share and 80% of the lowest daily volume weighted average price (“VWAP”) of the Company’s common stock during the five trading days immediately preceding conversion.

Conversions under the Notes are generally subject to a 4.99% beneficial ownership limitation, which may be waived upon notice by the applicable holder. In addition, absent shareholder approval, conversions are limited to the extent necessary to comply with Nasdaq’s 19.99% issuance limitation.

Table of Contents

The Notes contain customary events of default, including payment and covenant defaults, which may result in acceleration of amounts due under the notes and certain additional default-related remedies, including an increase in the outstanding principal amount upon the occurrence of certain events of default.

The Company agreed to register for resale shares issuable upon conversion of the Notes, and this prospectus forms part of the related registration statement.

The Company intends to use proceeds from the Financing for working capital, debt reduction, and general corporate purposes.

RBW Capital Partners LLC, a division of Dawson James Securities, Inc., acted as placement agent in connection with the Financing.

Standby Equity Purchase Agreement

The following summary of the Standby Equity Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the form of the Standby Equity Purchase Agreement filed as an exhibit to the registration statement of which this prospectus forms a part.

On May 8, 2026, the Company entered into a standby equity purchase agreement (the “SEPA”) with an institutional investor (the “SEPA Investor”) providing for the potential purchase by the SEPA Investor of up to $100 million of the Company’s common stock over a 36-month period, subject to the terms and conditions of the SEPA.

Under the SEPA, the Company may, at its discretion, direct the SEPA Investor to purchase shares of common stock from time to time, subject to specified volume limitations, pricing formulas, and beneficial ownership limitations set forth in the agreement. Shares issued under the SEPA will generally be purchased at a discount to prevailing market prices.

The Company controls the timing and amount of any sales under the SEPA, subject to the terms and limitations contained in the agreement. Actual sales under the SEPA will depend on a variety of factors, including market conditions, trading prices of the Company’s common stock, and the Company’s capital needs.

The Company is required to file a separate registration statement covering shares issuable under the SEPA before any sales may occur under the agreement.

Corporate Information

We were originally organized on November 1, 2006 as a Nevada limited liability company under the name Genecular Holdings, LLC and converted to a Nevada corporation on April 30, 2008, changing our name to Vivakor, Inc. Our principal executive offices are located at 5220 Spring Valley Road, Suite 415, Dallas, Texas, 75254, and our telephone number is (469) 480-7175. Our website is www.vivakor.com.

Our common stock is currently listed on the Nasdaq Capital Market under the symbol “VIVK”.

Table of Contents

SUMMARY OF THE OFFERING

Common Stock offered by Selling Stockholders		40,686,375 shares of our Common Stock consisting of up to 40,540,542 shares that the Selling Stockholders may receive pursuant to the partial conversion of principal under the Notes in the aggregate principal amount of $15,000,000 held by such Selling Stockholders, as well as 145,833 shares of Common Stock currently held by one of the Selling Stockholders. See the section entitled, “Selling Stockholders” for additional information regarding the Selling Stockholders. (1).

Selling Stockholders		All of the shares of Common Stock being registered pursuant to the Registration Statement on Form S-1, of which this prospectus forms a part, are being offered by the Selling Stockholders. See “Selling Stockholders” on page 73 of this prospectus for more information on the Selling Stockholders.

Common Stock outstanding before the offering		4,246,759 shares of our common stock as of May 14, 2026.

Common Stock to be Outstanding After Giving Effect to the Issuance of the shares of Common Stock Registered Hereunder		44,787,301 shares, based on our issued and outstanding Common Stock as of May 14, 2026.

Use of proceeds		We will not receive any proceeds from the resale of the Common Stock included in this prospectus by the Selling Stockholders. The Selling Stockholders will receive all of the net proceeds from their respective sales of the Common Stock in this offering. See “Use of Proceeds” on page 28 of this prospectus for more information.

Risk Factors		The shares of our Common Stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors”.

Voting rights		Shares of our Common Stock are entitled to one vote per share. We have one series of preferred stock outstanding, our Series A Convertible Preferred Stock, with each share having five (5) votes. There are no other classes of stock.

Trading Symbol:		Our common stock is currently quoted on The Nasdaq Capital Market under the trading symbol “VIVK”.

(1)

The 40,540,542 shares of Common Stock under the Notes is calculated based upon the floor price of $0.37 per share as set forth in the Notes. The Company is registering 40,540,542 shares of Common Stock under the Notes, which is the maximum amount of shares of Common Stock that can be issued upon conversion of $15,000,000 of aggregate principal under the Notes.

Unless we indicate otherwise, all information in this prospectus:

●

excludes approximately 8,345 shares of our common stock issuable upon exercise of outstanding stock options at a weighted average exercise price of $394 per share as of May 14, 2026;

Available Information.

The Company is currently subject to the information requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), and therefore files reports, proxy statements and other statements and information with the Commission. Such information is available through the Securities and Exchange Act’s EDGAR system or may be obtained directly from the Company.

Table of Contents

RISK FACTORS

Risks Related to Our Company

Our business is substantially dependent on oil and natural gas exploration, development, and production activity.

Our revenues are substantially dependent on ongoing oil and natural gas exploration, development, and production activity on or around our facilities and in the basins where we have established trucking and terminaling operations. If exploration and production companies do not maintain drilling, completion, and production activities near our facilities, demand for our transportation and terminaling services, as well as our marketing activities, could decline, which could have a material adverse effect on our results of operations, cash flows, and financial position.

We are not an exploration and production company and have no control over the pace or scope of development activity in the regions where our assets are located. The willingness and ability of producers to maintain drilling and production depend on numerous factors beyond our control, including:

●

supply and demand dynamics for oil and natural gas;

●

the capital costs of drilling, completion, and production activities;

●

access to, and the cost of, capital;

●

prevailing commodity prices;

●

availability of drilling equipment, infrastructure, and qualified personnel;

●

expected returns from wells drilled on or near our assets compared to other opportunities; and

●

regulatory developments.

Any reduction or delay in such development activity could reduce throughput, limit utilization of our assets, and adversely affect our revenues and results of operations.

In addition, the customer agreements we enter into and the petroleum commodities we sell are substantially dependent on drilling, completion, and production activity by producers near our facilities and transportation assets. A portion of our revenue is derived from Jorgan Development, LLC (“Jorgan”), which is controlled by our Chief Executive Officer and director, James Ballengee. Our business relationship with Jorgan has historically supported utilization of certain of our transportation, terminaling, and marketing operations; however, any reduction in drilling or production activity, deterioration in commodity market conditions, or change in Jorgan’s business operations or demand for our services could adversely affect our results of operations, cash flows, and financial position.

Our revenues are sensitive to fluctuations in oil and natural gas prices.

Our revenues and results of operations are significantly influenced by market prices for oil and natural gas, which are volatile and largely beyond our control. A sustained decline or significant fluctuation in commodity prices could reduce drilling, completion, and production activities by producers on or near our facilities, which in turn could decrease throughput, utilization of our assets, and revenues from marketing activities.

Factors that may affect oil and natural gas prices include, among others:

●

Macroeconomic conditions: including global growth trends, inflation, interest rates and monetary policy;

Table of Contents

●

Supply and demand dynamics including production levels, import and export volumes, and storage inventories;

●

Geopolitical events, including actions by OPEC+, Russia, and other producing nations, and political instability or conflict in key regions;

●

Regulatory and environmental or tax policy changes;

●

Technological and market factors, such as advances in drilling, the availability of alternative fuels, and the transition toward lower-carbon energy; and

●

Natural or external events such as weather, natural disasters, pandemics, or cybersecurity incidents.

Prolonged periods of low oil and natural gas prices may lead producers to reduce or delay drilling and production, shut-in wells, or abandon marginal assets, which could materially and adversely affect demand for our services and our financial condition, results of operations, and cash flows.

Our business is dependent on the oil industry, which is subject to numerous worldwide variables.

Our customers and prospective customers operate in the oil and gas industry. As a result, we will be subject to the success of the oil and gas industry, which is subject to substantial volatility based on numerous worldwide factors. A decline in the price of crude oil or natural gas will have a material adverse effect on our business, financial condition, results of operations and cash flows. The oil and gas industry is competitive in all its phases. Competition in the oil and gas industry is intense. Our customers could include competitors such as oil and gas companies that have substantially greater financial resources, staff and facilities than those of our customers and lessees. Competitive factors in the distribution and marketing of oil and other hydrocarbon products include price and methods and reliability of delivery.

Within the oil remediation market, demand for our services will be limited to a specific customer base and highly correlated to the oil and gas industry. The oil and gas industry’s demand for equipment is affected by a number of factors including the volatile nature of the oil industry’s business, increased use of alternative types of energy and technological developments in the oil remediation process. A significant reduction in the target market’s demand for oil and gas would reduce the demand for the equipment, which would have a material adverse effect upon our business, financial condition, results of operations and cash flows.

Low oil prices may substantially impact our ability to generate revenues.

Our business is closely tied to the oil and gas industry, which is subject to substantial volatility. Fluctuations in the price of crude oil and natural gas, as well as changes in supply, demand, and market margins, can materially and adversely affect our revenues, operations, and cash flows. Low prices or reduced demand for oil and gas could reduce customer investment in drilling and production, limit demand for our services and products, and adversely impact our financial results.

Our operations are also subject to the hazards inherent in the oil and gas industry, including equipment failures, vehicle accidents, fires, explosions, blowouts, pipeline failures, oil spills, and exposure to hazardous substances. In addition, natural disasters, such as blizzards, storms, floods, earthquakes, and other adverse weather events, could damage our assets, disrupt operations, and result in environmental or regulatory liabilities. These events could increase operating costs, affect insurability, harm our reputation, or lead customers to reduce or terminate their use of our services.

Our operations are subject to unforeseen interruptions and hazards inherent in the oil and gas industry, for which we may not be adequately insured and which could cause us to lose customers and substantial revenue.

While we maintain insurance coverage, it may be inadequate to cover all potential losses or liabilities. Certain policies may have sub-limits, exclusions, or escalating premiums, and we may be unable to obtain desired coverage at reasonable rates. If we incur significant losses that are not fully insured, or fail to meet insurance requirements, our financial condition, results of operations, and cash flows could be materially and adversely affected.

Table of Contents

A substantial portion of our operating assets are located in the Permian and Eagle Ford Basins, making us vulnerable to risks associated with geographic concentration in two geographic areas.

A substantial portion of our assets and operations are concentrated in the Permian and Eagle Ford Basins of Texas and New Mexico. This geographic concentration exposes us and our customers to regional supply and demand fluctuations, production delays, transportation or processing constraints, natural disasters, adverse weather, water shortages, and regulatory or political developments. Such concentration may magnify the impact of these risks and could adversely affect our operations, revenues, and financial performance.

Finally, the oil and gas industry is highly competitive. Our prospective customers may include companies with greater financial, operational, and technical resources than our customers and lessees. Competitive factors in the industry include price, delivery reliability, methods, and efficiency. Failure to remain competitive could reduce our customer base and materially and adversely affect our business, financial condition, results of operations, and cash flows.

Low oil prices may negatively impact our ability to operate. The demand for our products and services depend, in part, on the price of oil and the margins oil producers receive on the sale of oil. Oil prices are volatile and can fluctuate widely based upon a number of factors beyond our control. Any decline in the prices of and demand for oil could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Our primary business is impacted by the oil industry and the manufacturing industry, which are subject to uncertain economic conditions.

The global economy is subject to fluctuation, and it is unclear how stable the oil industry and the manufacturing industry will be in the future. As a result, there can be no assurance that the business will achieve anticipated cash flow levels. Further, recent world events evolving out of trade disputes, increased terrorist activities and political and military action in the Middle East and elsewhere, among other events, have created an air of uncertainty concerning the stability of the global economy. Historically, such events have resulted in disturbances in financial markets, and it is impossible to determine the likelihood of future events. Any negative change in the general economic conditions in the United States and globally could adversely affect the financial condition and operating results of the business. We plan to expand our level of operations. However, slower economic activity, concerns about inflation or deflation, decreased consumer confidence, reduced corporate profits and capital spending, adverse business conditions and liquidity concerns in the general economy and recent international conflicts and terrorist and military activity have resulted in a downturn in worldwide economic conditions, especially in the United States. Political and social turmoil related to international conflicts and terrorist acts may place further pressure on economic conditions in the United States and worldwide. These political, social and economic conditions make it extremely difficult for us to accurately forecast and plan future business activities. If such conditions continue or worsen, then our business, financial condition and results of operations could be materially and adversely affected.

We may not be successful in pursuing additional commercial opportunities for our facilities and transportation assets.

●

Market and regulatory factors: investment by customers in drilling and development in our core areas, oil and natural gas prices, and applicable legal or environmental restrictions;

●

Operational and strategic capabilities: our ability to develop existing and future projects, including petroleum transportation, processing, and terminaling facilities, and to identify and complete accretive acquisitions;

●

Human capital and commercial relationships: our ability to attract, retain, and deploy skilled personnel, and to maintain or establish relationships with customers; and

Table of Contents

●

Financial resources: access to, and cost of, capital to fund future growth or acquisitions, and limitations under existing or future debt agreements.

We may also face challenges in making attractive acquisitions or integrating acquired assets and facilities, which could limit our growth prospects.

Our construction of new facilities and infrastructure and successful execution upon our growth plans is subject to regulatory, construction, supply chain and other risks common in the development and operation of facilities and other infrastructure.

We intend to grow our business partly through revenues and contracts tied to newly constructed facilities. Construction projects involve regulatory, environmental, political, and legal uncertainties, including opposition from environmental groups, local communities, and other stakeholders. Such opposition may result in delays or denials of permits, organized protests, regulatory challenges, lawsuits, or attempts to disrupt or sabotage operations.

There can be no assurance that facilities will be developed at all, completed on schedule, or constructed at economical cost, and anticipated benefits may not materialize. Technical difficulties during construction may reduce capacity or shorten the useful life of assets. Expansion projects may fail to attract sufficient demand or new customers, potentially limiting expected returns and adversely affecting our results of operations, cash flows, and financial position.

Acts of sabotage or eco-terrorism could cause damage, injury, environmental harm, or operational interruptions. Government authorities exercise discretion in permit timing and scope, and public intervention may further delay approvals. Negative public perception could restrict our customers’ ability to operate profitably, which in turn could reduce usage of our existing transportation and facilities assets and hinder future development. Any such events, or expenditures not covered by insurance, could materially impact our revenue and financial performance.

Because we rely on a limited number of key employees who are instrumental to our ability to conduct and grow our business, the loss of any of these individuals could materially and adversely affect our ability to successfully operate and expand our business.

Our future success will depend in large part on our ability to attract and retain high-quality management, operations, and other personnel who are in high demand, are often subject to competing employment offers, and are attractive recruiting targets for our competitors. The loss of qualified executives and key employees, or our inability to attract, retain, and motivate high-quality executives and employees required for the planned expansion of our business, may harm our operating results and impair our ability to grow.

We depend on the continued services of our key personnel, including James Ballengee, our Chief Executive Officer, Kimberly Hawley, our Executive Vice President & Secretary, Chief Financial Officer & Treasurer, and Les Patterson, our Executive Vice President and Chief Operating Officer. Our work with each of these key personnel are subject to changes and/or termination, and our inability to effectively retain the services of our key management personnel, could materially and adversely affect our operating results and future prospects.

We may have difficulty raising additional capital when needed, and any such financing could result in dilution to existing stockholders or the issuance of securities with rights, preferences, or privileges that are senior to those of our common stock, which could materially and adversely affect existing stockholders.

We expect to continue to devote significant capital resources to fund the continued development of our sites and related technologies, as well as for potential acquisitions. In order to support the initiatives envisioned in our business plan, we will need to raise additional funds through the sale of public or private debt or equity financing or other arrangements. Our ability to raise additional financing depends on many factors beyond our control, including the state of capital markets, the market price of our common stock and the development or prospects for development of competitive technologies by others. Sufficient additional financing may not be available to us or may be available only on terms that would result in further dilution to the current owners of our common stock.

Table of Contents

We expect to obtain additional capital during 2026 through financing structures for our sites. Unless we can achieve and sustain profitability, we anticipate that we will need to raise additional capital to fund our operations while we implement and execute our business plan.

Any future equity financing may involve substantial dilution to our then existing shareholders. Any future debt financing could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities. There can be no assurance that such additional capital will be available, on a timely basis, or on terms acceptable to us. If we are unsuccessful in raising additional capital or the terms of raising such capital are unacceptable, then we may have to modify our business plan and/or curtail our planned activities and other operations.

If we raise additional funds through government or other third-party funding, collaborations, strategic alliances, licensing arrangements or marketing and distribution arrangements, we may have to relinquish valuable rights to our technologies, future revenue stream or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to develop and market products that we would otherwise prefer to develop and market ourselves.

Additionally, we have certain potential dilutive instruments, of which the conversion of these instruments could result in dilution to shareholders: Potential dilutive instruments as of December 31, 2025 include the following: convertible notes payable, which are convertible into approximately 9,153,859 shares of common stock, stock options and vesting or unissued stock awards granted to previous and current employees of 7,784 shares of common stock, stock options and vesting or unissued stock awards granted to board members or consultants of 3,944 shares of common stock. The Company also has warrants outstanding to purchase 400 shares of common stock as of December 31, 2025.

We are subject to the significant influence of one of our current officers and directors, and his interests may not always coincide with those of our other stockholders.

James Ballengee, one of our officers and directors, and Chairperson of the Board of Directors, beneficially owns approximately 18% of our outstanding Common Stock. As a result, Mr. Ballengee is able to significantly influence all matters requiring approval by our stockholders, including the election of directors and the approval of mergers or other business combination transactions. Because the interests of Mr. Ballengee may not always coincide with those of our other stockholders, such stockholder may influence or cause us to take actions with which our other stockholders disagree.

Failure to effectively manage our expected growth could place strains on our managerial, operational and financial resources and could adversely affect our business and operating results.

Our expected growth could place a strain on our managerial, operational and financial resources. Further, if our subsidiaries’ businesses grow, then we will be required to manage multiple relationships. Any further growth by us or our subsidiaries, or any increase in the number of our strategic relationships, will increase the strain on our managerial, operational and financial resources. This strain may inhibit our ability to achieve the rapid execution necessary to implement our business plan and could have a material adverse effect on our financial condition, business prospects and operations and the value of an investment in our company.

We have historically suffered net losses, and we may not be able to sustain profitability.

We had an accumulated deficit of approximately $205 million as of December 31, 2025, and we expect to continue to incur significant development expenses in the foreseeable future related to the completion of the development and commercialization of our sites and products. As a result, we are incurring operating and net losses, and it is possible that we may never be able to sustain the revenue levels necessary to achieve and sustain profitability. If we fail to generate sufficient revenues to operate profitably on a consistent basis, or if we are unable to fund our continuing losses, you could lose all or part of your investment.

Table of Contents

Our financial condition casts doubts about our ability to continue as a going concern.

As a result of our financial condition, there is uncertainty regarding our ability to continue as a going concern. To that end, our independent registered public accounting firm for our financial statements for the year ended December 31, 2025 has included an explanatory paragraph describing the uncertainty as to our ability to continue as a going concern. In order to continue as a going concern, we must effectively balance many factors and increase our revenues to a point where we can fund our operations from our sales and revenues. If we are not able to do this, we may not be able to continue as an operating company.

We have identified material weaknesses in our internal control over financial reporting, and any failure of these controls could prevent accurate financial reporting or fraud prevention and materially undermine investor confidence in our common stock.

Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”) requires us to maintain effective internal control over financial reporting. All internal control systems, however well designed, have inherent limitations and can provide only reasonable assurance that financial reporting objectives are met. If we fail, or are perceived to fail, in producing reliable financial reports, investors could lose confidence in our reported results, which could negatively affect the market price of our common stock.

We have identified material weaknesses in our internal controls related to segregation of duties and the financial reporting process. As of December 31, 2025, our Chief Executive Officer and Chief Financial Officer concluded that:

●

Accounting and financial reporting personnel: We lacked sufficient personnel to achieve adequate segregation of duties and review controls over technical accounting matters and specialist estimates

●

Accounting and financial reporting personnel: We had employee turnover during the year ended December 31, 2025, which impacted the consistency and effectiveness of internal controls, including technical accounting matters and the work of specialists involved in the estimation process.

These control deficiencies, which are pervasive in nature, result in a reasonable possibility that material misstatements of the financial statements will not be prevented or detected on a timely basis.

We are taking steps to address these material weaknesses, including hiring additional personnel and strengthening our financial reporting processes. However, there can be no assurance that material weaknesses will not occur in the future.

If new material weaknesses are identified, or if we fail to comply with Section 404 requirements, we may be unable to assert that our internal control over financial reporting is effective. This could result in delayed filings, loss of investor confidence, negative impacts on our stock price, regulatory investigations, or litigation, any of which could materially and adversely affect our business, financial condition, results of operations, and reputation.

Because we are required to obtain and maintain a variety of permits to operate our business, failure to successfully obtain or maintain such permits could materially and adversely affect our operations.

Our business requires a variety of permits to operate. If we are unable to obtain or maintain these permits in a timely manner, our operations could be delayed or disrupted. Additionally, our customers may not receive permits for the specific use of our equipment, and we may be unable to modify our equipment to meet their permitting requirements. Permit issuance depends on applicable government agencies and is beyond our control and that of our customers. There can be no assurance that we or our customers will obtain the necessary permits, which could have a substantial adverse effect on our operations and financial condition.

Table of Contents

Because we are required to pay permit and approval fees to operate in certain business segments and locations, failure to pay such fees could materially and adversely affect our business.

We are required to pay various permit and approval fees to governmental and quasi-governmental agencies to operate in certain business segments and locations. These fees are subject to change at the discretion of the various agencies. Our inability to pay these permit and approval fees could substantially and adversely affect our operations and financial condition.

Because we and our customers are subject to numerous domestic and international governmental regulations, our continued success depends on our ability to comply with these requirements.

Current and future government laws, regulations and other legal requirements may increase the costs of doing business or restrict business operations. Laws, regulations and other legal requirements, such as those relating to the protection of the environment and natural resources, health, business and tax have an effect on our cost of operation or those of our customers. Such governmental regulation may result in delays, cause us to incur substantial compliance and other costs and prohibit or severely restrict our business or that of our customers, which could have an adverse effect on our business, financial condition, results of operations and cash flows.

We currently depend, and are likely to continue to depend, on a limited number of customers for a significant portion of our revenues related to our operations.

For the year ended December 31, 2025, approximately 23% of our total revenues was generated from one major customer, who was a related party. In addition, we rely on a limited number of customers across our crude oil transportation, terminaling and storage, marketing and trading, and remediation segments. Many of our contracts do not include minimum volume commitments, and demand from these customers may fluctuate due to factors beyond our control. The loss of any major customer, a reduction in volumes, or the inability to renew or replace contracts due to competition, credit issues, or other factors could materially and adversely affect our revenues, results of operations, cash flows, and financial condition.

If we are unable to begin operations with our RPCs and remediation services, or if delays or other risks inherent in early-stage operations occur, we could incur substantial losses.

Our RPCs and related remediation services are at an early stage of operations, and their success is subject to the substantial risks inherent in establishing a new business venture. We may be unable to successfully commission our RPCs, secure contracts for remediation services, or begin operations as planned. Delays or difficulties in commissioning, operational interruptions, or the need to relocate facilities could result in substantial losses.

The construction and operation of the RPCs involve risks related to specialized manufacturing equipment, plant operations, and external factors beyond our control, including adverse weather, strikes, energy shortages, cost inflation, environmental conditions, and legal or regulatory matters. Damage, destruction, or malfunction of critical equipment could impair our ability to commence or continue operations, and cost overruns, changes in design, or additional compliance requirements could increase capital and operating expenses, negatively affecting our financial condition and results of operations.

We also have significant contractual obligations, including land and equipment leases, which could be adversely affected if commissioning or operations are delayed or unsuccessful. Moreover, our RPC services, including soil remediation and the extraction and sale of hydrocarbons recovered from contaminated properties, may not prove commercially successful. Any of these risks could materially and adversely impact our business, results of operations, cash flows, and financial condition.

Table of Contents

We will continue to be subject to competition in our business segments.

We face competition across each of our business lines. In crude oil transportation, terminaling, and storage, we compete with numerous midstream operators, including large integrated companies with extensive pipeline networks and tank farms, greater financial resources, and the ability to offer more favorable terms. In our marketing and trading activities, we compete with well-capitalized integrated energy companies that benefit from broader trading platforms, established market relationships, and stronger credit profiles. In our remediation segment, once the RPC becomes operational, we expect competition from established waste treatment, recycling, and environmental service providers, as well as from alternative technologies that oil producers may adopt to reduce costs and from industries seeking substitutes to oil and gas.

The markets in which we operate are highly competitive and subject to rapid change. Many of our competitors benefit from stronger brand recognition, deeper customer relationships, and greater financial and operational resources, which allow them to adapt more quickly to changing conditions, pursue opportunities more aggressively, and allocate more to marketing, sales, and pricing initiatives. These competitive pressures could limit our ability to attract and retain customers and could adversely affect our business, financial condition, and results of operations.

We carry insurance coverage against liabilities for personal injury, commercial liability, pollution, death and property damage, but there is no guarantee this coverage will be sufficient to cover us against all claims.

Although, we maintain insurance coverage against liability for personal injury, commercial liability, pollution, death and property damage, however there can be no assurance that this coverage will be sufficient to fully cover such liabilities. We do not carry business interruption insurance and we may not be insured or fully insured against the potential losses that could arise from our operations. In addition, there can be no assurance that insurance for certain risks will remain available in the future on commercially reasonable terms, from our current carriers, or at existing coverage levels. If a loss occurs that is partially covered or completely uninsured, or if coverage becomes unavailable for any reason, we could be subject to significant liability, which may adversely affect our business.

We may be unable to adequately protect our proprietary rights.

Our ability to compete partly depends on the superiority, uniqueness and value of our intellectual property. To protect our proprietary rights, we rely on a combination of patents, copyrights, trade secrets, confidentiality agreements with employees and third parties, and protective contractual provisions. Despite these efforts, our applications for patents may not be granted or, if granted, may be challenged or invalidated. Issued patents may not provide us with competitive advantages, and our protection efforts may not prevent misappropriation of our technology or the development of competing technologies. In addition, another party may obtain a blocking patent, which could force us to obtain a license or design around the patent in order to continue offering certain features or services.

We may become involved in lawsuits to protect or enforce our patents that would be expensive and time consuming.

In order to protect or enforce our intellectual property rights, we may initiate litigation or become subject to interference or opposition proceedings in patent and trademark offices. These matters are often expensive and time-consuming, and could divert our technical and management personnel from their normal responsibilities. An adverse determination could put our pending patent applications at risk of not being issued or limit our ability to protect existing rights. In addition, the discovery process in such proceedings creates a risk that some of our confidential information could be disclosed through documents, depositions, or testimony, which could materially and adversely affect our business and financial results.

Table of Contents

Our business involves litigation risk, and we are currently involved in litigation that may impact our business.

The crude oil transportation and marketing business is capital- and regulatory-intense, and involves a substantial risk of litigation. We are currently involved in material litigation. While we endeavor to vigorously defend all claims against us, there is a risk that the outcomes or any or all of our current or future litigation may have a material adverse impact on our business, financial condition, results of operations, and cash flows.

Because our operations depend on our ability to transport equipment to various locations, any increase in cost or disruption in the availability or reliability of transportation could adversely affect our business.

The availability and reliability of transportation and fluctuation in transportation costs could negatively impact our business. Transportation logistics may play an important role in the sale of our products and related services and in the oil industry generally. Delays and interruptions of transportation logistics services because of accidents, failure to complete construction of infrastructure, infrastructure damage, lack of capacity, weather-related problems, governmental regulation, terrorism, strikes, lock-outs, third-party actions or other events could impair the operations of our customers and may also directly impair our ability to commence or complete production or services, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

The lands on which we conduct our business operations must be properly zoned for our services. If they aren’t then it could impact our business.

The lands on which we conduct our business operations must comply with applicable zoning and land use regulations. Any existing and future violations, changes in zoning laws, or challenges by local authorities could limit our ability to operate, require costly modifications, or force us to relocate facilities. Such restrictions could adversely affect our business, financial condition, and cash flows.

Data security breaches are increasing worldwide. If we are the victim of such a breach it will materially impact our business.

We will collect and retain certain personal information provided by our employees and investors. We intend to implement certain protocols designed to protect the confidentiality of this information and periodically review and improve our security measures; however, these protocols may not prevent unauthorized access to this information. Technology and safeguards in this area are consistently changing and there is no assurance that we will be able to maintain sufficient protocols to protect confidential information. Any breach of our data security measures and disbursement of this information may result in legal liability and costs (including damages and penalties), as well as damage to our reputation, that could materially and adversely affect our business and financial performance.

We may indemnify our directors and officers against liability to us and holders of our securities, and such indemnification could increase our operating costs.

Our bylaws allow us to indemnify our directors and officers against claims associated with carrying out the duties of their offices. Our bylaws also allow us to reimburse them for the costs of certain legal defenses. Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Securities Act”) may be permitted to our directors, officers or control persons, we have been advised by the SEC that such indemnification is against public policy and is therefore unenforceable. If our officers and directors file a claim against us for indemnification, the associated expenses could also increase our operating costs.

Table of Contents

We may be subject to liability if our equipment, facilities, and assets do not perform as expected.

We may be exposed to liability if our equipment, facilities, or other assets fail to perform as intended. Contracts with customers typically grant rights regarding the condition and use of our products and services, and certain contractual or legal claims could arise in the event of equipment failure, defects, or accidents. Such claims could involve personal injury, death, property damage, or pollution. While we maintain insurance coverage, there can be no assurance that all risks are insured, that insurance will remain available on economically reasonable terms, or that our coverage limits will be sufficient. We may be liable for uninsured or underinsured claims, which could materially and adversely affect our business, financial condition, and results of operations.

Any accident at our facilities could subject us to substantial liability.

The manufacturing and operation of our equipment and assets involves hazards and risks which could disrupt operations, decrease production and increase costs. The occurrence of a significant accident or other event that is not fully insured could adversely affect our business, financial condition, results of operations and cash flows.

Business operations could be materially affected if key components are unavailable or supplier production is delayed.

Our ability to manufacture, maintain, and repair our facilities and transportation assets, as well as produce and market our products, depends on timely access to certain key components, some of which are available only from limited third-party suppliers. If these components become unavailable, are delayed, or cannot be acquired at competitive prices, our operations could be disrupted. The loss of a key supplier, or delays in obtaining shipments, could adversely affect our ability to meet contractual obligations, cause a loss of sales, and have a material adverse effect on our business, financial condition, and results of operations.

Any shortage of skilled labor or inability to secure qualified third-party contractors could materially disrupt our operations and adversely affect our business.

Our future growth may place demands on our financial, operational, and human resources, which could negatively affect our results of operations, cash flows, and financial position. Our ability to grow depends, in part, on our ability to attract, retain, and deploy skilled personnel. Any shortage of skilled labor could adversely impact productivity, increase costs, and limit our ability to expand production to meet demand.

We outsource certain aspects of our business to third-party contractors and rely on their ability to provide services in a timely and effective manner. If contractors fail to perform or if we are unable to secure qualified replacements, our operations could be disrupted, which may materially affect our business, financial condition, results of operations, and cash flows.

Union activities could adversely impact our business.

While none of our employees are currently unionized, future employees may seek union representation or collective bargaining agreements. Unionization could increase labor costs, reduce productivity, and raise the risk of work stoppages. Any work stoppage could disrupt operations and materially and adversely affect our business, financial condition, results of operations, and cash flows.

Future acquisitions may fail, be costly, or difficult to integrate, which could materially harm our business and stock value.

Our growth strategy includes acquiring additional companies, crude oil marketing strategies, and transportation or facility assets, but we may not be able to identify, negotiate, finance, or close acquisitions on acceptable terms, if at all. Even if acquisitions are completed, we may face challenges managing multiple businesses or integrating new operations, including differences in corporate culture, systems, personnel, or competitive environments. Acquisitions may also involve companies with limited operating histories, small market shares, reliance on key personnel, unpredictable operating results, litigation exposure, rapidly changing products, or significant capital requirements. Competition from other investors may further increase acquisition costs or limit available opportunities. Future acquisitions may fail to perform as expected, and any of these risks could materially and adversely affect our business, results of operations, financial condition, and the trading price of our common stock.

Table of Contents

Our ability to grow and execute our core business operations may be limited.

Following the sale of certain non-core assets, our primary focus is on crude oil transportation, facilities services, marketing and trading, and remediation. While we intend to expand these operations, there can be no assurance that we will be successful in doing so. If we are unable to effectively execute our strategies, compete with larger market participants, or expand into new opportunities, our business plans, financial condition, and revenue growth could be materially and adversely affected.

We may have insufficient resources to cover our operating expenses and the expenses of raising money and consummating acquisitions.

We have limited cash to cover our operating expenses and to cover the expenses incurred in connection with money raising and a business combination. It is possible that we could incur substantial costs in connection with money raising or a business combination. If we do not have sufficient proceeds available to cover our expenses, we may be forced to obtain additional financing, either from our management or third parties. We may not be able to obtain additional financing on acceptable terms, if at all, and neither our management nor any third party is obligated to provide any financing. This could have a negative impact on our company and our stock price.

The conflict in Iran, which escalated sharply in late February 2026, has caused uncertainty in the energy markets.

As of May 2026, our business is subject to significant risks arising from the ongoing armed conflict involving the United States, Israel, and Iran, which has materially disrupted regional energy markets, critical infrastructure, and the maritime supply chains, which could impact our business in unforeseen ways. The conflict, which escalated sharply beginning in late February 2026, has resulted in the effective closure of the Strait of Hormuz — the world’s single most critical energy chokepoint — to most commercial shipping, with Iran threatening to fire on vessels attempting transit and commercial operators, major oil companies, and insurers having substantially withdrawn from the corridor. The closure has been characterized as the largest disruption to global energy supply since the 1970s energy crisis. These events could have an unknown impact on our business, our ability to obtain insurance at reasonable levels, and other potential unforeseen consequences.

Table of Contents

Risks Related to our Common Stock

Although our shares of Common Stock are listed on The Nasdaq Capital Market, our shares of Common Stock are subject to potential delisting if we do not meet or continue to maintain the listing requirements of The Nasdaq Capital Market.

Our common stock is listed on Nasdaq; however, to keep our listing on Nasdaq, we are required to maintain: (i) a minimum bid price of $1.00 per share, (ii) a certain public float, (iii) a certain number of round lot shareholders and (iv) one of the following: a net income from continuing operations (in the latest fiscal year or two of the three last fiscal years) of at least $500,000, a market value of listed securities of at least $35 million or a stockholders’ equity of at least $2.5 million. Previously, we were not in compliance with Nasdaq’s $1.00 per share minimum bid price requirement, which caused us to be suspended from trading on Nasdaq. We recently regained compliance with Nasdaq’s $1.00 minimum bid price requirement and our Common Stock was re-listed on Nasdaq on April 27, 2026.

If our securities are ever delisted from Nasdaq, trading will most likely take place on the OTC Marketplace operated by OTC Markets Group Inc. An investor is likely to find it less convenient to sell, or to obtain accurate quotations in seeking to buy, our Common Stock on an over-the-counter market, and many investors may not buy or sell our Common Stock due to difficulty in accessing over-the-counter markets, or due to policies preventing them from trading in securities not listed on a national exchange or other reasons, and our ability to issue additional securities for financing or other purposes, or otherwise to arrange for any financing we may need in the future, may also be materially and adversely affected if our Common Stock is not traded on a national securities exchange. For these reasons and others, delisting would adversely affect the liquidity, trading volume and price of our Common Stock, causing the value of an investment in us to decrease and having an adverse effect on our business, financial condition and results of operations, including our ability to attract and retain qualified executives and employees and to raise capital.

Our Common Stock may be affected by limited trading volume and our share price may be volatile, which could adversely impact the value of our Common Stock.

There can be no assurance that an active trading market in our Common Stock will be maintained. Our Common Stock is likely to experience significant price and volume fluctuations in the future, which could adversely affect the market price of our Common Stock without regard to our operating performance and the market price of our common stock after this offering may drop below the price you pay. In addition, we believe that factors such as our operating results, quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets, including as the result of the domestic or global events, could cause the price of our Common Stock to fluctuate substantially. These fluctuations may also cause short sellers to periodically enter the market in the belief that we will have poor results in the future. We cannot predict the actions of market participants and, therefore, can offer no assurances that the market for our Common Stock will be stable or appreciate over time.

This Prospectus contains forward-looking statements that are based on our current expectations, estimates and projections but are not guarantees of future performance and are subject to risks and uncertainties.

This Prospectus contains forward-looking statements. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our industry, our beliefs and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” and “estimates,” and variations of these words and similar expressions, are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. These risks and uncertainties include those described in these “Risk Factors” and elsewhere in this Annual Report. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect our management’s view only as of the date of this Annual Report. Except as required by law, we undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

Table of Contents

If our shares become subject to the penny stock rules, it would become more difficult to trade our shares.

If we do not retain a listing on Nasdaq and if the price of our common stock is less than $5.00, our common stock will be deemed a penny stock. The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information. In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our common stock, and therefore shareholders may have difficulty selling their shares.

Conversion of our outstanding convertible notes could result in substantial dilution to existing stockholders and depress the market price of our common stock.

We currently have a number of outstanding convertible promissory notes with an aggregate face value of $22,325,229, plus interest, including the recent $15,000,000 Notes. In the event the holders of those notes elect to convert the amounts due under the notes into shares of our common stock, or we elect to make the payments due under the notes in shares of our common stock, such shares could be unrestricted if issued pursuant to an effective Registration Statement or if the shares underlying the conversion are eligible to issued free trading under Rule 144, and the conversion price per share could be lower than the then-current price of our common stock, which could lead to significant decreases in the price of our common stock if the holder of the notes sold such shares of common stock on the open market.

Although we do not believe that we are, or will be, an investment company covered by the Investment Company Act of 1940, if we are deemed to be an investment company, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to engage in strategic transactions.

A company that, among other things, is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, owning, trading or holding certain types of securities would be deemed an investment company under the Investment Company Act of 1940, as amended, (the “Investment Company Act”). Additionally, a company that is not and does hold itself out as being engaged primarily in the business of investing, reinvesting, owning, trading or holding certain types of securities may nevertheless be deemed an investment company under the Investment Company Act if more than 40% of such company’s assets are deemed to be “investment securities.”

We are not in the business of buying and selling securities of other companies. As our strategy had involved the Company investing in other companies, including Adapti, Inc., it is possible that we could be deemed an investment company, although, given the nature and extent of our business operations, we do not believe that we are or will be subject us to the Investment Company Act. Our investment in Adapti, Inc. arose from loan agreements that were settled in the form of equity because cash was not available for the borrowers to pay the loans in cash. The Company has not traded or sold any securities of other companies that it has acquired. For those LLCs for which the Company serves as manager, it has been disclosed in the business plan of these LLCs that their primary business is related to our administration, or our operations, or our proposed future operations. These entities do not engage in activities such as investing, reinvesting, owning, holding or trading “investment securities,” and neither the units of ownership for these entities, nor rights to royalties, have any market and are not traded, and such interests are accounted for at cost.

In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading in securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Presently, our “investment securities,” which include our holdings in Adapti, Inc., as well as certain entities described in our corporate structure, comprise approximately .22% of our total assets, which is below such 40% threshold. As our business continues to develop and production increases, the percentage of our total assets comprised of investment securities is expected to decline substantially; however, in the event that the percentage of our holdings in investment securities increases, we risk exceeding such 40% threshold and being deemed an investment company. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.

Table of Contents

If we are nevertheless deemed to be an investment company under the Investment Company Act, we may be subject to certain restrictions that may make it more difficult for us to complete a business combination, including:

	●	restrictions on the nature of our investments; and

	●	restrictions on the issuance of securities.

In addition, we may have imposed upon us certain burdensome requirements, including:

	●	registration as an investment company;

	●	adoption of a specific form of corporate structure; and

	●	reporting, record keeping, voting, proxy, compliance policies and procedures and disclosure requirements and other rules and regulations.

Compliance with these additional regulatory burdens would require additional expense for which we have not allotted.

Table of Contents

SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS

We have made forward-looking statements in this prospectus, including the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” that are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include the information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities, the effects of future regulation and the effects of competition. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions. These statements are only predictions and involve known and unknown risks and uncertainties, including the risks outlined under “Risk Factors” and elsewhere in this prospectus.

Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee future results, events, levels of activity, performance or achievement. We are not under any duty to update any of the forward-looking statements after the date of this prospectus to conform these statements to actual results, unless required by law.

Table of Contents

USE OF PROCEEDS

All of the shares of Common Stock being offered under this prospectus are being sold by or for the account of the Selling Stockholders. We will not receive any proceeds from the sale of the shares of Common Stock.

Table of Contents

DESCRIPTION OF SECURITIES

The following summary of the rights of our capital stock is not complete and is subject to and qualified in its entirety by reference to our amended and restated articles of incorporation, as amended from time to time and currently in effect (the “Articles of Incorporation”) and our bylaws, as amended from time to time and currently in effect (the “Bylaws”), copies of which are filed as exhibits to our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on April 15, 2026, which is incorporated by reference herein.

General

We are authorized to issue 515,000,000 shares of capital stock, $0.001 par value per share, of which 500,000,000 are Common Stock and 15,000,000 are preferred stock (the “Preferred Stock”).

As of May 14, 2026, there were 4,246,759 shares of Common Stock outstanding and 96,731 shares of Preferred Stock outstanding, with all preferred stock being shares of Series A Convertible Preferred Stock.

Common Stock

Holders of our Common Stock are entitled to such dividends as may be declared by our board of directors out of funds legally available for such purposes. Holders of our Common Stock are entitled to receive proportionately any dividends as may be declared by our board of directors, subject to any preferential dividend rights of any series of Preferred Stock that we may designate and issue in the future. There are no redemption or sinking fund provisions applicable to our Common Stock. The holders of our Common Stock have no conversion rights. Holders of Common Stock have no preemptive or subscription rights to purchase any of our securities. The rights, preferences and privileges of holders of our Common Stock are subject to and may be adversely affected by the rights of the holders of shares of any series of Preferred Stock that we may designate and issue in the future. Each holder of our Common Stock is entitled to one vote for each such share outstanding in the holder’s name. No holder of Common Stock is entitled to cumulative votes in voting for directors.

In the event of our liquidation, dissolution or winding up, the holders of our Common Stock are entitled to receive a pro rata share of our assets, which are legally available for distribution, after payments of all debts and other liabilities. All of the outstanding shares of our Common Stock are fully paid and non-assessable.

Exclusive Forum

Our Second Amended and Restated Articles of Incorporation, provides that, to the fullest extent permitted by law, and unless the Company consents in writing to the selection of an alternative forum, the Eighth Judicial District Court of Clark County, Nevada, shall, to the fullest extent permitted by law, be the sole and exclusive forum for state law claims with respect to: (a) any derivative action or proceeding brought in the name or right of the Company or on its behalf, (b) any action asserting a claim for breach of any fiduciary duty owed by any director, officer, employee or agent of the Company to the Company or the Company’s stockholders, (c) any action arising or asserting a claim arising pursuant to any provision of NRS Chapters 78 or 92A or any provision of these Second Amended and Restated Articles of Incorporation or the bylaws or (d) any action asserting a claim governed by the internal affairs doctrine, including, without limitation, any action to interpret, apply, enforce or determine the validity of the Second Amended and Restated Articles of Incorporation or the bylaws. The Second Amended and Restated Articles of Incorporation further provide that, for the avoidance of doubt, this exclusive forum provision shall not be applicable to any action brought under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and that, unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Company shall be deemed to have notice of and consented to the provisions of Article XV of the Second Amended and Restated Articles of Incorporation.

Table of Contents

Unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. There exists uncertainty, however, as to whether such forum selection provisions of our Second Amended and Restated Articles of Incorporation would be enforced by a court.

Anti-Takeover Effects of the Articles, the Bylaws and Nevada Law

We are a Nevada corporation and are generally governed by the Nevada Revised Statutes, or NRS. The following is a brief description of the provisions in our Articles of Incorporation, Bylaws and the NRS that could have an effect of delaying, deferring, or preventing a change in control of the Company.

The provisions of the NRS, our Articles of Incorporation, and Bylaws could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the price of our Common Stock that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.

Combinations with Interested Stockholders

Nevada’s “combinations with interested stockholders” statutes, NRS 78.411 through 78.444, inclusive, prohibit specified types of business “combinations” between certain Nevada corporations and any person deemed to be an “interested stockholder” for two years after such person first becomes an “interested stockholder” unless the corporation’s board of directors approves the combination (or the transaction by which such person becomes an “interested stockholder”) in advance, or unless the combination is approved by the board of directors and sixty percent of the corporation’s voting power not beneficially owned by the interested stockholder, its affiliates and associates. Further, in the absence of prior approval certain restrictions may apply even after such two-year period. However, these statutes do not apply to any combination of a corporation and an interested stockholder after the expiration of four years after the person first became an interested stockholder. For purposes of these statutes, an “interested stockholder” is any person who is (1) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of the corporation, or (2) an affiliate or associate of the corporation and at any time within the two previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation. The definition of the term “combination” is sufficiently broad to cover most significant transactions between a corporation and an “interested stockholder.” These statutes generally apply to Nevada corporations with 200 or more stockholders of record. However, a Nevada corporation may elect in its articles of incorporation not to be governed by these particular laws, but if such election is not made in the corporation’s original articles of incorporation, the amendment (1) must be approved by the affirmative vote of the holders of stock representing a majority of the outstanding voting power of the corporation not beneficially owned by interested stockholders or their affiliates and associates, and (2) is not effective until 18 months after the vote approving the amendment and does not apply to any combination with a person who first became an interested stockholder on or before the effective date of the amendment. Our Articles of Incorporation do not include such an election to opt-out of these provisions.

Acquisition of Controlling Interests

Nevada’s “acquisition of controlling interest” statutes (NRS 78.378 through 78.3793, inclusive) contain provisions governing the acquisition of a controlling interest in certain Nevada corporations. These “control share” laws provide generally that any person that acquires a “controlling interest” in certain Nevada corporations may be denied voting rights, unless a majority of the disinterested stockholders of the corporation elects to restore such voting rights. Our Bylaws provide that these statutes do not apply to us. Absent such provision in our Bylaws, these laws would apply to us as of a particular date if we were to have 200 or more stockholders of record (at least 100 of whom have addresses in Nevada appearing on our stock ledger at all times during the 90 days immediately preceding that date) and do business in the State of Nevada directly or through an affiliated corporation, unless our Articles of Incorporation or Bylaws in effect on the tenth day after the acquisition of a

Table of Contents

controlling interest provide otherwise. These laws provide that a person acquires a “controlling interest” whenever a person acquires shares of a subject corporation that, but for the application of these provisions of the NRS, would enable that person to exercise (1) one fifth or more, but less than one third, (2) one third or more, but less than a majority or (3) a majority or more, of all of the voting power of the corporation in the election of directors. Once an acquirer crosses one of these thresholds, shares which it acquired in the transaction taking it over the threshold and within the 90 days immediately preceding the date when the acquiring person acquired or offered to acquire a controlling interest become “control shares” to which the voting restrictions described above apply.

Articles of Incorporation and Bylaws

The provisions of our Articles of Incorporation and Bylaws, taken together with the applicable provisions of the NRS:

	●	Authorize our board of directors to issue “blank check” Preferred Stock, the terms of which may be established and shares of which may be issued without stockholder approval;

	●	Require the affirmative vote of not less than two thirds (2/3) of the voting power of all of the then outstanding shares of stock entitled to vote in the election of directors, voting as a single class, to adopt, amend alter or repeal our Bylaws; and

	●	Do not provide for cumulative voting in the election of directors.

NRS 78.139 also provides that directors may resist a change or potential change in control of the corporation if the board of directors determines that the change or potential change is opposed to or not in the best interest of the corporation upon consideration of any relevant facts, circumstances, contingencies or constituencies pursuant to NRS 78.138(4).

In addition, our authorized but unissued shares of Common Stock are available for our board of directors to issue without stockholder approval. We may use these additional shares for a variety of corporate purposes, including future public or private offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of our authorized but unissued shares of Common Stock could render more difficult or discourage an attempt to obtain control of our Company by means of a proxy contest, tender offer, merger or other transaction. Our authorized but unissued shares may be used to delay, defer or prevent a tender offer or takeover attempt that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by our stockholders. Our board of directors is also authorized to adopt, amend or repeal our Bylaws, which could delay, defer or prevent a change in control.

Preferred Stock. We are authorized to issue 15,000,000 shares of preferred stock, par value $0.001. We have established one series of preferred stock, namely Series A Convertible Preferred Stock (the “Series A Preferred Stock”), which has 150,000 shares authorized and 96,731 shares outstanding. Our Preferred Stock is “blank check preferred” whereby our Board of Directors may create a series of preferred stock and set the rights and preferences of such Preferred Stock, without further shareholder approval. The availability or issuance of preferred shares in the future could delay, defer, discourage or prevent a change in control

Series A Convertible Preferred Stock

Rank

All shares of the Series A Preferred Stock rank (i) senior to our Common Stock and any other class or series of capital stock of ours subsequently created, the terms of which shall specifically provide that such class or series shall rank junior to the Series A Preferred Stock (each of the securities in clause (i) collectively referred to as “Junior Stock”) and (ii) pari passu with any class or series of capital stock of ours hereafter created and specifically ranking, by its terms, on par with the Series A Preferred Stock (“Parity Securities”), in each case as to dividend distributions or distributions of assets upon liquidation, dissolution or winding up of the Company or a Deemed Liquidation Event, whether voluntary or involuntary.

Table of Contents

Dividend Rights

Each outstanding share of Series A Preferred Stock is entitled to receive, in preference to the Common Stock, cumulative dividends (“Preferential Dividends”), payable quarterly in arrears, at an annual rate of 6.0% of $1,000.00 per share of Series A Preferred Stock (the “Stated Value”). Preferential Dividends are be payable in shares of our Common Stock, with the first payment due on October 31, 2024. However, if any shares of Common Stock to be issued as a dividend to the holders of the Series A Preferred Stock would cause the holder to beneficially own more than 49.99% of our issued and outstanding Common Stock, such dividend will accrue and not be paid until such time as such issuance would not violate this limit, or upon a liquidation event, conversion, or redemption event.

We shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series A Preferred Stock, declare a cash dividend, redeem or repurchase any equity interests ranking junior to the Series A Preferred Stock (subject to exceptions).

Liquidation Rights

Upon any dissolution, liquidation or winding up, whether voluntary or involuntary, holders of the Series A Preferred Stock will be entitled to receive distributions out of the assets of the Company, whether capital or surplus before any distributions shall be made on any shares of the Common Stock, in an amount per share equal to the greater of (i) the then-current Stated Value, and (ii) the amount that would have been received had such Series A Preferred Stock been converted immediately prior to such liquidation at the then effective conversion price. If such event occurs, the holders will be paid their distributions in like consideration, and in pro rata percentages, of what we receive in the liquidation event.

Voting Rights

The Series A Preferred Stock votes on an “as converted” basis, meaning the Series A Preferred Holders currently have 483,655 votes on all matters properly called before the Company’s Common Stock holders for a vote.

Conversion at the Option of the Holder

The Series A Preferred Stock is not convertible into Common Stock at the option of the holders.

Forced Conversion at the Option of the Company

We have the right, subject to the conversion limitations set forth above, at any time after original issue date, and without payment of additional consideration, to convert the aggregate Series A Stated Value of such shares, as well as accrued and accumulated but unpaid declared dividends on the Series A Preferred Stock (collectively the “Conversion Amount”) into fully paid and non-assessable shares of Common Stock of the Company (“Conversion Shares”). The “Conversion Price” of the Series A Preferred shall be $200 per share of Common Stock, subject to adjustment and except as otherwise set forth below. The conversion price is subject to standard adjustments for dividends, subdivisions, reclassifications or stock combinations.

Redemption

The Series A Preferred Stock is not redeemable.

Fundamental Transaction

If, at any time while the Series A Preferred Stock is outstanding, unless such transaction was announced by the Company in its filings with the SEC before the Closing, we enter into certain transactions (defined as “Fundamental Transactions” in the Series A Certificate of Designations, Preferences, Rights, and Limitations of Series A Convertible Preferred Stock of Vivakor filed February 14, 2025 as Filing No. 20254668363 with the Office of the Secretary of State of Nevada (the “Series A Certificate of Designation”), then after receipt of notice of such Fundamental Transaction in accordance with the Series A Certificate of Designation, then the successor entity to the Company must assume all the Company’s obligations under the Series A Certificate of Designation in a new class of stock, if necessary, or the holders of the Series A Preferred Stock acquire additional rights as set forth in the Series A Certificate of Designation.

Table of Contents

BUSINESS

Business Overview

As previously disclosed in our periodic filings with the SEC, we historically reported two business segments: (i) crude oil transportation and (ii) facility services for terminaling and storage. In August 2024, we launched marketing and trading activities and began developing a remediation segment expected to commence operations in the third quarter of 2026. While marketing and trading and remediation activities were not previously presented as separate reportable segments in our prior periodic reports, this prospectus discusses our operations across four segment, crude oil transportation, terminaling and storage facility services, marketing and trading, and remediation, to reflect our evolving operational structure and anticipated future reporting.

Our transportation and terminaling and storage operations are anchored by one of the largest independent crude-oil trucking fleets in North America, the 45-mile Omega Gathering Pipeline in Oklahoma, and strategically located terminaling facilities in major producing basins. The marketing and trading division broadens market access by purchasing, blending, and reselling crude oil, condensate, and related products, while the forthcoming Remediation Processing Center in Texas will process oilfield waste and recover hydrocarbons, extending our platform into environmental solutions.

Principal Services

Crude Oil Transportation Segment

We operate a large independent crude oil trucking fleet in North America and maintain a diversified portfolio of complementary assets and facilities. This segment gathers, transports, and purchases crude oil, condensate, NGLs, and oil byproducts across the Permian Basin, Eagle Ford Shale, and the Anadarko Basin’s STACK Play. Our 45-mile Omega Gathering Pipeline forms the foundation of our integrated midstream platform, enabling efficient movement of production to downstream markets. Our 45-mile Omega Gathering Pipeline connects the Plains/P66 STACK Pipeline to the Cushing, Oklahoma storage hub, creating a scalable link between regional production and national markets.

Customers have included leading producers, marketers, and refiners such as Marathon Oil Company, ConocoPhillips, Phillips 66, BP, Civitas, and Validus.

Terminaling and Storage Facilities Segment

We operate strategically located gathering stations and terminals within the nation’s most active crude oil producing basins. Our portfolio includes ten crude oil pipeline injection truck stations, primarily in the Permian Basin, and two major terminaling facilities. These assets provide direct access to multiple demand centers and support producers with reliable takeaway capacity. Our facilities are supported by long-term commercial agreements, including minimum volume commitments and take-or-pay arrangements, which supports operational visibility into throughput and cash flows.

●

Colorado City, Texas Facility – Underpinned by a long-term “take-or-pay” agreement requiring a minimum of 100,000 barrels per month through 2031, with Jorgan Development, LLC, a related party affiliated with our Chairman, President, and Chief Executive Officer, James Ballengee.

●

Delhi, Louisiana Facility – Supported by minimum-volume and resale-margin commitments under agreements with third parties.

●

CP Omega Terminal – A 45-mile pipeline-connected terminal linked to the Plains/P66 STACK Pipeline and the Cushing hub, offering fee-based transportation and terminaling services under long-term producer contracts.

Table of Contents

Marketing and Trading Segment

Launched in August 2024, our Marketing and Trading segment manages the purchase, aggregation, marketing, and resale of crude oil, condensate, natural gas liquids (“NGLs”), and refined products such as atmospheric tank bottoms and naphtha. Operating as a core component of our integrated midstream platform, the segment connects production, transportation, terminaling, and end-market delivery through our logistics network in Texas, Oklahoma, and Louisiana.

We generally purchase hydrocarbons from producers and counterparties at market-based index prices, less transportation and marketing fees, and resell them under contract to refiners, marketers, and end users. Through active scheduling and storage management, we seek to improve system utilization and provide reliable offtake solutions for our producer customers.

Once operational, our Remediation Processing Center (“RPC”) is expected to supply additional recovered hydrocarbons—including oil, condensate, and NGLs—for resale through this segment, further enhancing efficiency and diversifying our revenue streams across the value chain.

Remediation Processing Segment

Our Remediation Processing Center (“RPC”), located at the San Jacinto River & Rail Park in Harris County, Texas, is expected to begin operations in the third quarter of 2026. We expect this facility to process up to 800 tons per day of oilfield waste, tank bottoms, and contaminated soils, recover valuable hydrocarbons for resale through our marketing division, and include a truck and container washout station to generate additional revenue. The RPC and associated equipment are financed under a Master Agreement with Maxus Capital Group, LLC, and are designed to produce saleable byproducts such as condensate, propane, and butane, which we are intended to support the Company’s hydrocarbon recovery and environmental processing operations.

Market Opportunity and Competitive Position

According to industry research published by Mordor Intelligence and Fitch Ratings, the U.S. midstream sector is expected to experience continued growth through 2030, supported by rising crude oil and natural gas liquids production in major producing basins, including the Permian, Eagle Ford, and Anadarko regions. This growth is increasing demand for transportation, storage, processing, and related infrastructure services, while evolving regulatory and sustainability initiatives are driving increased interest in hydrocarbon recovery, recycling, and remediation technologies. (Sources: Mordor Intelligence, “United States Oil and Gas Midstream Market Report 2024–2029”; Fitch Ratings, “North American Midstream Energy Outlook 2025.”)

Our integrated platform includes transportation, terminaling, storage, marketing, and environmental processing operations positioned to support these industry trends. We maintain available transportation and terminaling capacity, strategically located facilities near major pipeline systems and demand centers, and commercial agreements that provide baseline throughput volumes while allowing us to pursue additional utilization opportunities. In addition, the planned Remediation Processing Center (“RPC”) is expected to expand our hydrocarbon recovery and environmental processing capabilities. We believe our infrastructure assets, commercial relationships, and geographic footprint position us to pursue additional operational and growth opportunities as production levels and environmental processing requirements continue to evolve.

Technologies

Our transportation, terminaling, and storage operations do not rely on proprietary technologies. For remediation operations, we own and/or license:

●

Three U.S. patents and pending foreign applications for contaminated soil remediation and hydrocarbon recovery.

Table of Contents

●

Automation software enabling 24/7 remote operation of RPCs.

●

A license to upgrade hydrocarbons recovered during remediation.

These technologies position us to operate RPCs efficiently and create additional value through recovered hydrocarbons.

Competitive Strengths

We believe the following competitive strengths support our integrated midstream platform and position us to pursue long-term growth opportunities:

●

Integrated Midstream Platform: Our operations span transportation, terminaling, storage, marketing, and planned remediation services, allowing us to provide integrated solutions across the crude oil value chain and enhance operational coordination across our assets.

●

Strategic Infrastructure Footprint: Our terminals, injection stations, trucking operations, and pipeline assets are strategically located near key producing regions, including the Permian, STACK, and Eagle Ford Basins, providing customers with transportation access, takeaway capacity, and connectivity to major demand centers.

●

Contracted and Recurring Revenue Base: Long-term commercial agreements, including our Colorado City terminal agreement and our Delhi terminal-related arrangements, provide baseline throughput volumes and support operational visibility.

●

Environmental Processing Capabilities: The planned Remediation Processing Center (“RPC”) is expected to expand our hydrocarbon recovery, recycling, and environmental processing capabilities in response to evolving regulatory and sustainability initiatives within the energy sector.

●

Acquisition and Integration Experience: We have expanded our operations through strategic acquisitions intended to enhance integration, broaden service offerings, and increase operational scale across our midstream platform.

Growth Strategies

We intend to pursue the following strategic initiatives:

●

Increase Asset Utilization. Continue integrating transportation, terminaling, storage, and marketing activities to improve throughput volumes, operational efficiency, and asset utilization across our platform.

●

Expand Infrastructure Connectivity. Increase volumes under existing commercial agreements, pursue complementary infrastructure opportunities, and expand connectivity to key producing regions and end markets.

●

Develop Environmental Processing Operations. Complete commissioning of the Remediation Processing Center (“RPC”) in Texas and evaluate additional environmental processing and recycling opportunities in strategic operating regions.

●

Pursue Selective Acquisitions. Evaluate acquisitions of complementary midstream and related infrastructure assets intended to expand operational scale and geographic reach.

●

Enhance Customer Relationships. Continue providing integrated service offerings designed to support customer retention, increase utilization opportunities, and strengthen commercial relationships.

Table of Contents

Key Transactions

Terminals Acquisition (2022)

On August 1, 2022, Vivakor acquired all of the membership interests in Silver Fuels Delhi, LLC (“SFD”) and White Claw Colorado City, LLC (“WCCC”), making these entities wholly owned subsidiaries (the “Terminals Acquisition”). The purchase price was approximately $32.9 million, paid in a combination of 3,009,552 shares of common stock, secured three-year promissory notes, and the assumption of certain liabilities. The sellers are beneficially owned by James Ballengee, who subsequently became Vivakor’s Chairman, President, and Chief Executive Officer, and principal shareholder.

The acquisition expanded the Company’s terminaling, storage, and crude oil logistics infrastructure operations and established a foundation for the Company’s broader midstream business strategy.

Endeavor Entities Acquisition (2024)

The acquisition significantly expanded the Company’s integrated midstream transportation and logistics operations.

In connection with this acquisition, Vivakor restructured its corporate operations under Vivakor Operating, LLC (“OpCo”) and Vivakor Administration, LLC (“AdminCo”), which now manage all operational, management, and administrative decisions, consolidating financial results across subsidiaries.

Strategic Divestiture of Non-Core Operations (2025)

As a result of this review, on July 30, 2025, the Company sold certain non-core business units of the meridian Equipment Leasing, LLC and Equipment Transport, LLC, including produced water trucking operations previously acquired as part of the Endeavor Entities Acquisition. The transaction was completed for approximately $11,058,235, paid through the cancellation of outstanding shares of Series A Preferred Stock.

Kuwait RPC Operations

Vivakor’s proprietary Remediation Processing Center (“RPC”) technology was developed to recover hydrocarbons from oil-contaminated waste materials and was initially deployed in Kuwait trial operations. The Company previously planned to deploy RPC units in Kuwait as part of the United Nations-funded Kuwait Environmental Remediation Project (“KERP”), which was designed to remediate oil-contaminated soil resulting from the Gulf Wars.

Table of Contents

During initial trials with Kuwait Oil Company (“KOC”), the RPC process reduced oil concentrations in contaminated soil from levels as high as 18% to as low as 0.02%, resulting in a Category A approval from KOC, the highest remediation classification for contamination levels of that magnitude.

Subsequent subcontractor changes delayed project execution, and no definitive agreement with KOC was finalized during 2024. As a result, the Company recorded impairment charges of approximately $7.0 million related to the Kuwait RPC units and approximately $1.5 million related to an ancillary nanosponge license.

Although discussions with KOC remain ongoing, there can be no assurance that a definitive agreement will be reached or that Kuwait operations will commence.

Current Material Subsidiary Structure

Corporate & Administrative Operations

●

Vivakor Operating, LLC (Texas)

●

Vivakor Administration, LLC (Texas)

●

Vivakor Midstream, LLC (Texas)

●

Empire Energy Acquisition Corp. (Delaware)

Transportation Operations

●

Vivakor Transportation, LLC (Texas)

●

Endeavor Crude, LLC (Texas)

●

Gonzales Oilfield Truck & Equipment, LLC (Texas)

●

CPE Gathering Midcon, LLC (Delaware)

●

ET EmployeeCo, LLC (Delaware)

Facilities Operations

●

VM Facilities, LLC (Texas)

●

Silver Fuels Processing, LLC (Texas)

●

Silver Fuels Delhi, LLC (Louisiana)

●

White Claw Colorado City, LLC (Texas)

●

VivaVentures Remediation Corporation (Texas)

Table of Contents

Marketing Operations

●

Vivakor Supply & Trading, LLC (Texas)

Legacy Businesses

●

VivaVentures Management Company, Inc. (Nevada)

●

International Metals Exchange, LLC (Nevada)

●

VivaVentures Royalty II, LLC (Nevada)

●

VivaVentures Energy Group, Inc. (Nevada, 99.95% owned)

●

VivaVentures Oil Sands, Inc. (Utah)

●

Vivakor Company LLC (Qatar, 49% owned)

●

Vivakor Middle East, LLC (Qatar, 49% owned)

●

RPC Design and Manufacturing, LLC (Utah, non-controlling interest from VivaOpportunity Fund, LLC)

●

VivaOpportunity Fund, LLC (Utah)

Regulations Affecting our Business

Our business is subject to federal, state and local laws, regulations and policies, including laws regulating the removal of natural resources from the ground and the discharge of materials into the environment. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Exploration and production activities are also subject to federal, state and local laws and regulations which seek to maintain health and safety standards by regulating the design and use of exploration methods and equipment. Environmental and other legal standards imposed by federal, state or local authorities are constantly evolving, and typically in a manner which will require stricter standards and enforcement, and increased fines and penalties for noncompliance. Such changes may prevent us from conducting planned activities or increase our costs of doing so, which would have material adverse effects on our business. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus causing an adverse effect on us. Additionally, we may be subject to liability for pollution or other environmental damages that we may not be able to or elect not to insure against due to prohibitive premium costs and other reasons. Unknown environmental hazards may exist at our facilities, or we may acquire properties in the future that have unknown environmental issues caused by previous owners or operators, or that may have occurred naturally.

We are subject to actions taken by the federal or state governments, such as executive orders, tariffs on imported goods and commodities, or new or expanded regulations, that may impact future energy production in the U.S. Our business and revenues are also sensitive to changes in laws and regulations (or the interpretation thereof) related to hydraulic fracturing, accessing water, disposing of wastewater, carbon pricing, pipeline construction, taxation or emissions, leasing, permitting or drilling and various other environmental matters. These actions may affect the price or and demand for the transportation, facility, and marketing services we offer. Likewise, any acceleration of the domestic and/or international transition to a low-carbon economy as a result of the Inflation Reduction Act, Pub. L. 117-169, or due to other law, may impact the price of and demand for our services.

Failure to comply with applicable federal, state, local or foreign laws or regulations could subject our company to enforcement action, including product seizures, recalls, withdrawal of marketing clearances and civil and criminal penalties, any one or more of which could have a material adverse effect on our company’s businesses. We believe that our company is in substantial compliance with such governmental regulations.

Table of Contents

Intellectual Property

We own or license intellectual property related primarily to hydrocarbon recovery, remediation processing, and related environmental technologies, including issued patents and pending international patent applications associated with our Remediation Processing Center (“RPC”) operations.

Our intellectual property portfolio includes:

●

U.S. Patent No. 9,272,920 relating to ammonia production technology;

●

U.S. Patent No. 10,913,903 relating to flash evaporator systems used to separate bitumen and hydrocarbon condensate;

●

U.S. Patent No. 10,947,456 relating to systems for extraction of bitumen from oil sands materials; and

●

Pending international patent applications in Kuwait and Saudi Arabia relating to hydrocarbon recovery and condensate recycling processes.

Certain legacy patents previously held by the Company, including U.S. Patent No. 7,282,167, expired in July 2025.

We also utilize automation software designed to support remote operation of RPC systems and maintain licenses related to hydrocarbon upgrading technologies used in remediation operations.

Employees

As of the date of this prospectus, we employ approximately 20 people, including our Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, several vice presidents, and approximately 4 administrative and operational support staff, as well as independent contractors. None of our employees are represented by a labor union or covered by a collective bargaining agreement. We have never experienced a work stoppage, and management believes our relations with employees are satisfactory.

Summary of Property

Through a subsidiary, we currently lease executive office space in Dallas, Texas.

We own the following properties through various subsidiaries:

●

Approximately 9.4 acres in Richland Parish, Louisiana, underlying our Delhi, Louisiana facility.

●

Approximately 7 acres in Scurry County, Texas, underlying our Colorado City, Texas terminal facility.

●

Easements and rights of way covering approximately 45 miles related with the Omega Gathering Pipeline.

In addition, we lease land or hold access rights for the operation of ten crude oil pipeline injection truck stations in Texas, New Mexico, and North Dakota through an operating subsidiary in our facilities segment. We believe these facilities are in good condition. Another operating subsidiary leases a portion of approximately 58.8 acres of land in Frio County, Texas, used for a truck yard, office, and shop, and we also lease approximately five acres in Ward County, Texas for a truck yard and shop.

Harris County, Texas: Vivaventures Remediation Corp. (“VRC”) leased approximately 3.4 acres in Harris County, Texas for the planned installation of RPC equipment under a 126-month lease agreement with extension options. In July 2025, the landlord asserted a default under the lease and terminated VRC’s possession rights. The Company is currently negotiating with the landlord regarding reinstatement of possession and resolution of the alleged default.

Table of Contents

History

We were originally organized on November 1, 2006 as a limited liability company in the State of Nevada as Genecular Holdings, LLC. The name was changed to NGI Holdings, LLC on November 3, 2006. On April 30, 2008, we converted to a Nevada corporation and changed our name to Vivakor, Inc. pursuant to Vivakor, Inc. was originally organized on November 1, 2006 as a Nevada limited liability company under the name Genecular Holdings, LLC. On November 3, 2006, the company changed its name to NGI Holdings, LLC. On April 30, 2008, the company converted into a Nevada corporation and changed its name to Vivakor, Inc.

On August 1, 2022, the Company acquired all of the issued and outstanding membership interests in Silver Fuels Delhi, LLC (“SFD”) and White Claw Colorado City, LLC (“WCCC”), making those entities wholly owned subsidiaries (the “Terminals Acquisition”). The acquisition expanded the Company’s terminaling, storage, and crude oil logistics infrastructure operations. The purchase price was approximately $32.9 million, paid through a combination of common stock, secured promissory notes, and the assumption of certain liabilities. The sellers are beneficially owned by James Ballengee, the Company’s Chairman, President, Chief Executive Officer, and principal shareholder.

On October 1, 2024, the Company acquired all of the issued and outstanding interests in Endeavor Crude, LLC, Equipment Transport, LLC, Meridian Equipment Leasing, LLC, and Silver Fuels Processing, LLC (collectively, the “Endeavor Entities”), making those entities wholly owned subsidiaries (the “Endeavor Entities Acquisition”). The acquisition significantly expanded the Company’s integrated midstream transportation, logistics, environmental processing, and crude oil marketing operations. The total purchase price was approximately $116.3 million, including assumed debt and performance adjustments, payable through a combination of common stock and Series A Preferred Stock. The sellers are also beneficially owned by James Ballengee.

In connection with the Endeavor Entities Acquisition, the Company reorganized its operations under Vivakor Operating, LLC (“OpCo”) and Vivakor Administration, LLC (“AdminCo”), which manage operational, management, and administrative functions across the Company’s subsidiaries.

Following the Endeavor Entities Acquisition, the Company conducted a strategic review of its operations and asset portfolio to further align its business with its core midstream infrastructure and environmental services strategy. As a result of this review, on July 30, 2025, the Company sold certain non-core business units of Meridian Equipment Leasing, LLC and Equipment Transport, LLC, including produced water trucking operations previously acquired as part of the Endeavor Entities Acquisition. The transaction was completed for approximately $11.1 million through the cancellation of outstanding shares of Series A Preferred Stock.

The Company continues to develop its remediation processing operations through its proprietary Remediation Processing Center (“RPC”) technology, which is designed to recover hydrocarbons from oil-contaminated waste materials and support environmental processing and recycling activities.

Table of Contents

LEGAL PROCEEDINGS

Vivakor, Inc. v. Al-Dali International General Trading and Contracting Company, et al., Case No. JDFC603 251052410 (Kuwait Court of First Instance, Mar. 25, 2025)—Plaintiff, Vivakor, Inc., has asserted claims for breach of contract, unjust enrichment, and injunctive relief against Defendants Al-Dali Global Trading and Contracting Company, Al-Sayer Construction General Trading and Contracting Company, and Kuwait Oil Company relating to the placement and operation of oilfield remediation processing equipment in Kuwait. Plaintiff seeks total damages in excess of $15,000,000.00.

Vivakor, Inc., et al., v. Unique Funding Solutions, LLC et al., Cause No. DC-25-05926 (95th Dist. Ct., Dallas Cty., Tex.—April 15, 2025)—Plaintiffs allege fraud, fraudulent liens, fraudulent inducement, conversion, money had and received, and seek a declaratory judgment relating to claims of Defendants for payment on a receivables factoring contract claiming damages in excess of $5 million. The case is in initial pleadings. Plaintiffs intend to vigorously pursue the case. The parties are in the process of settling this litigation through mediation.

AE Systems, LLC v. VivaVentures Remediation Corporation, (In re AE Systems, LLC) Ch. 7 Case No. 25-30186, Adv. No. 460285 (Bankr. S.D. Tex., filed Aug. 8, 2025)—Debtor claims breach of contract and damages of $156,356.00 for goods provided and services performed at Defendant’s site in Harris County, Texas. Defendant has contested the amount due on grounds that Debtor materially breached with their contract. Defendant has contested Debtor’s claims. No amount has been reserved in connection with the dispute.

Echo Contracting, LLC v. CPE Gathering Midcon, LLC, et al., Case No. CJ-2025-73 (Dist. Ct., Blaine Cty., Okla.—Feb. 14, 2025)—Plaintiff Echo Contracting asserted claims of breach of contract, quantum meriut, and foreclosure of mechanics and materialmen’s lien filed in Blaine County against properties of Defendants. Defendants CPE Gathering Midcon, LLC and Vivakor, Inc. settled such claims pursuant to confidential agreement on March 28, 2025. Co-Defendant Validus Energy II Midcon, LLC prevailed upon a motion to consolidate Case No. CJ-2025-7 with the proceeding involving YellowJacket Services, LLC. Defendant and Cross-Plaintiff Validus Energy II Midcon, LLC has levied claims for breach of contract, declaratory judgment, indemnification, contribution, and unjust enrichment against Defendants CPE Gathering Midcon, LLC and Vivakor, Inc. and seeks damages of more than $500,000.00, plus attorneys fees and costs of court. Defendants CPE Gathering Midcon, LLC, Vivakor, Inc., and Validus Energy II Midcon, LLC prevailed on motions against consolidated Plaintiff YellowJacket Services, LLC to remove liens against property of Validus Energy II Midcon, LLC and to compel arbitration against Defendants CPE Gathering Midcon, LLC and Vivakor, Inc. Claims of Plaintiff YellowJacket Services, LLC against Defendants CPE Gathering Midcon, LLC and Vivakor, Inc. are stayed pending arbitration, while claims of Defendant and Cross-Plaintiff Validus Energy II Midcon, LLC are proceeding.

Kush Properties, LLC d/b/a Motel 6 – Floresville d/b/a Eagle Ford Inn, et al., v. Endeavor Crude, LLC, et al Case No. CVW2505285 (81st Dist. Ct. Wilson Cty., Tex.—May 8, 2025) —Plaintiff alleges breach of contract, unjust enrichment, suit on sworn account, fraud, fraudulent inducement, and negligent misrepresentation relating to lodging charges for truck drivers, seeking $256,070.00, plus attorneys fees, costs of court, and pre- and post-judgment interest. Defendants’ are vigorously contesting the claims. The parties are in the process of settling this litigation.

Misty Kitson, Blaine County Assessor v. Meridian Equipment Leasing, LLC, Case No. EQ-2023-57 (Ct. of Tax Review, Okla.—Aug. 2, 2023)—Plaintiff governmental taxing authority seeks appeal of Defendant’s fair cash value valuation of certain personal property in Blaine County, Oklahoma. Plaintiff seeks a property tax valuation of $27,463,542.00 in contrast to Defendant’s valuation of $4,000,000.00, and overdue taxes in excess of $1,126,005.22, plus statutory interest, penalties, and fees. The case is in discovery.

Table of Contents

MV Purchasing, LLC et al., v. Endeavor Crude, LLC, et al., v. Unique Funding Solutions, LLC, et al., No. 3:25-cv-01112-K (U.S. Dist. Ct.—N. Tex.)—Plaintiffs Endeavor Crude, LLC, et al., assert claims for fraud, fraudulent misrepresentation, unjust enrichment, and declaratory relief for more than $1.5 million relating to an accounts receivable factoring contract. Cross-plaintiffs MV Purchasing, LLC and Echo Canyon Energy Products Supply, LLC assert claims for declaratory relief. Cross-plaintiffs and Defendants Unique Funding Solutions, LLC, Rocket Capital NY LLC, and Regain Group LLC assert claims of breach of contract against Defendants Endeavor Crude, LLC, et al., seek declaratory relief against Cross-plaintiffs MV Purchasing, LLC and Echo Canyon Energy Products Supply, LLC, and collectively seek damages in excess of $3,000,000. Defendants Endeavor Crude, LLC, et al., are vigorously defending the case.

Novella Strmiska v. Endeavor Crude, LLC, et al., Case No. 25-01-00013-CVK (81st Dist. Ct., Karnes Cty., Tex.—Jan. 27, 2025)—Plaintiff obtained a default judgment for breach of contract, trespass to land, trespass to chattels, negligence, and unjust enrichment, for $256,717.00 USD, plus post-judgment interest, attorneys fees, and costs of court.

Texas Premier Resources, LLC et al., v. Vivakor, Inc., et al., Cause No. 2025-39438 (190th Dist. Ct., Harris Cty., Tex.—Jun. 16, 2025)—Plaintiffs have asserted claims for breach of contract, fraud, fraudulent misrepresentation, and alter ego, and seek damages in excess of $5,000,000.00, plus attorneys fees and costs of court, and injunctive relief to compel the purchase of Plaintiff’s business and property. Defendants are vigorously contesting the case.

Viva Wealth Fund I, LLC v. Vivakor, Inc., et al., Case No. 30-2025-01469418-CU-FR-WJC (Sup. Ct., Orange Cty., Cal.—Mar. 21, 2025)—Plaintiff alleges fraud, conversion, unfair competition, tortious interference in contractual relations, interference with prospective economic advantage, money had and received, breach of contract, constructive fraudulent transfer, among other counts, and seeks declaratory relief and damages in excess of $50 million relating to equipment purchased by Plaintiff and leased to Defendant VivaVentures Remediation Corporation. Defendants intend to vigorously contest the case.

VivaVentures Remediation Corp. v. Viva Wealth Fund I, LLC, Case No. 250907053 (Dist. Ct., Salt Lake City, Utah—August 27, 2025)—Plaintiff, a Vivakor subsidiary, alleges breach of contract, breach of the covenant of good faith and fair dealing, quantum meruit, and unjust enrichment against Defendants, seeking damages exceeding $5.3 million, plus attorney’s fees and costs of court, relating to a lease for RPC equipment. Defendant has not yet responded.

Tyler Nelson v. Vivakor, Inc., et al., Case No. 30-2025-01503021-CU-OE-CJC (Sup. Ct. Orange Cty., Cal.—Aug. 11, 2025)—Plaintiff, former Chief Financial Officer of the Company, its subsidiary, and certain unnamed defendants for claims of breach of contract, breach of implied covenant in contract, and claims related to failure to pay wages, alleging total damages of $2,154,158.47, plus interest, attorneys fees, and costs of court. On November 5, 2025, the Company entered into a Settlement Agreement (the “Nelson Settlement Agreement”) with Tyler Nelson (“Nelson”), in order to settle claims made by Nelson that he was not paid for work performed for the Company, which claims formed the basis of a lawsuit entitled Tyler Nelson v. Vivakor, Inc., et al., Case No. 30-2025-01503021-CU-OE-CJC (Sup. Ct. Orange Cty., Cal.—Aug. 11, 2025) (the “Nelson Lawsuit”). Under the terms of the Nelson Settlement Agreement the Company was obligated to pay Nelson as full satisfaction of all alleged wage losses and alleged non-wage damages: (i) $250,000 on or before November 5, 2026, (ii) $100,000 within 30 days from the date of the Nelson Settlement Agreement, (iii) $100,000 within 60 days from the date of the Nelson Settlement Agreement, and (iv) $1,550,000 within 90 days from the date of the Nelson Settlement Agreement. The Company paid Nelson the initial $250,000 payment. Nelson was formerly the Company’s Chief Financial Officer and a Director. As a result of the Nelson Settlement Agreement, all dates and deadlines related to the Nelson Lawsuit have been taken off calendar by the Court, which will retain jurisdiction of the Nelson Lawsuit through the final payment of the Nelson Settlement Agreement consideration. The Company made the first three payments under the Nelson Settlement Agreement but did not make the final $1,550,000 payment. As a result, the Plaintiff entered the stipulated judgment against the Company and is attempting to collect the remaining amount owed from the Company, its subsidiaries and certain of its executive officers.

Table of Contents

SRAX, Inc. v. Vivakor, Inc., et al., Case No. 2023CUB014131 (Sup. Ct. Ventura Cty., Cal.—Sept. 18, 2023)—Plaintiff asserts claims for breach of contract for Defendant’s failure to pay Plaintiff for financial technology services. Plaintiff obtained a default judgment. Defendant has filed a motion to set aside the default judgment, which is pending before the court.

Herminio Adriano, etal v. Vivakor, Inc. etal, Case No 8:26-cv-00485-DOC (US District Court Central District of California Southern Division)- Plaintiff asserts claims for Securities violations related to Vivakor’s role in fundraising for the construction of certain assets that were to be constructed and leased back to Vivakor. Vivakor is vigorously defending the case.

In the ordinary course of business, we are from time to time involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations. However, in the opinion of our management, other than as set forth herein, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operatio

Table of Contents

LEGAL MATTERS

The validity of the shares of Common Stock offered by the prospectus will be passed upon by Law Offices of Craig V. Butler. As of the date of this filing, Craig V. Butler does not own any shares of our common stock.

EXPERTS

The consolidated financial statements of Vivakor, Inc. as of December 31, 2025 and 2024 and for the year ended December 31, 2025 and 2024, have been audited by Urish Popeck & Co., LLC, independent registered public accounting firm, as stated in their report (which includes and explanatory paragraph as to the Company’s ability to continue as a going concern). Such consolidated financial statements of Vivakor, Inc. and subsidiaries are incorporated in this prospectus in reliance on the report of such firm given upon their authority as experts in accounting and auditing.

MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND

RELATED STOCKHOLDER MATTERS

Our Common Stock is listed on the Nasdaq Capital Market under the symbol “VIVK.”

Transfer Agent

The transfer agent and registrar for our Common Stock is Empire Stock Transfer, Inc. The transfer agent’s address and phone number is: 1859 Whitney Mesa Dr., Henderson, NV 89014, telephone number: (702) 818-5898.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of Common Stock offered by this prospectus. This prospectus, which is part of the Registration Statement, omits certain information, exhibits, schedules and undertakings set forth in the Registration Statement. For further information pertaining to us and our securities, reference is made to our SEC filings and the Registration Statement and the exhibits and schedules to the Registration Statement. Statements contained in this prospectus as to the contents or provisions of any documents referred to in this prospectus are not necessarily complete, and in each instance where a copy of the document has been filed as an exhibit to the Registration Statement, reference is made to the exhibit for a more complete description of the matters involved.

In addition, registration statements and certain other filings made with the SEC electronically are publicly available through the SEC’s web site at www.sec.gov. The Registration Statement, including all exhibits and amendments to the Registration Statement, has been filed electronically with the SEC.

We are subject to the information and periodic reporting requirements of the Exchange Act, and, in accordance with such requirements, will file periodic reports, proxy statements, and other information with the SEC. These periodic reports, proxy statements, and other information will be available for inspection and copying at the web site of the SEC referred to above. We also maintain a website at www.vivakor.com, where you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The information contained in, or that can be accessed through, our website is not part of, and is not incorporated into, this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.

Table of Contents

VIVAKOR, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

		Page
Report of Independent Registered Public Accounting Firm (PCAOB Firm ID 1013)		F-2
Consolidated Balance Sheets as of December 31, 2025 and 2024		F-3
Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024		F-4
Consolidated Statement of Changes in Stockholders’ Equity for the Years Ended December 31, 2025 and 2024		F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024		F-6
Notes to the Consolidated Financial Statements		F-7

F-1

Table of Contents

Report of Independent Registered Public Accounting Firm

Shareholders and Board of Directors

Vivakor, Inc.

Dallas, Texas

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Vivakor, Inc. (the “Company”) as of December 31, 2025 and December 31, 2024, the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and December 31, 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Uncertainty

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has a significant working capital deficiency, suffered significant recurring losses from operations, and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provides a reasonable basis for our opinion.

/s/ Urish Popeck & Co., LLC

We have served as the Company’s auditor since 2024.

Pittsburgh, PA

April 15, 2026

F-2

Table of Contents

VIVAKOR, INC.

CONSOLIDATED BALANCE SHEETS


	December 31,			December 31,
	2025			2024
ASSETS
Current assets:
Cash and cash equivalents	$	265,019		$	651,022
Cash - restricted		1,830,877			3,025,970
Accounts receivable, net of allowance for credit losses of $0 at December 31, 2025 and December 31, 2024, respectively		3,525,138			1,626,994
Accounts receivable - related party		1,439,228			4,599,094
Prepaid expenses		832,766			1,204,790
Marketable securities		247,913			661,101
Inventories		82,425			205,529
Total current assets		8,223,366			11,974,500

Other assets		491,221			3,608,067
Notes receivable		279,560			242,714
Property and equipment, net		58,297,200			100,039,371
Right of use assets - operating leases		494,755			4,920,454
Intellectual property, net		7,522,772			8,348,703
Customer relationships, net		38,184,057			43,021,022
Goodwill		-			68,885,853
Total assets	$	113,492,931		$	241,040,684

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses	$	13,976,431		$	34,339,161
Accounts payable and accrued expenses - related parties		1,832,625			831,984
Accrued compensation		41			1,249,099
Unearned revenue		9,107,297			9,107,297
Operating lease liabilities, current		272,469			2,636,151
Finance lease liabilities, current		9,101,852			4,267,396
Loans and notes payable, current		7,443,434			38,963,796
Loans and notes payable, current - related parties		3,616,401			22,108,339
Derivative liabilities		9,062,320			-
Other liabilities		7,103,109			-
Total current liabilities		61,515,979			113,503,223

Operating lease liabilities, long term		222,285			2,190,351
Finance lease liabilities, long term		-			5,135,601
Loans and notes payable, long term		7,864,226			4,938,484
Loans and notes payable, long term - related parties		6,701,887			-
Deferred tax liability		-			154,381
Total liabilities		76,304,377			125,922,040

Stockholders’ equity (deficit):
Preferred stock, $0.001 par value; 15,000,000 shares authorized, 96,731 and 107,789 outstanding as of December 31, 2025 and December 31, 2024		97			108
Common stock, $0.001 par value; 500,000,000 shares authorized; 2,013,106 and 208,546 were issued and outstanding as of December 31, 2025 and December 31, 2024, respectively		402,625			41,709
Additional paid-in capital		245,199,730			208,167,537
Treasury stock, at cost		(20,000	)		(20,000	)
Accumulated deficit		(204,269,519	)		(88,951,426	)
Total Vivakor, Inc. stockholders’ equity (deficit)		41,312,933			119,237,928
Noncontrolling interest		(4,124,379	)		(4,119,284	)
Total stockholders’ equity (deficit)		37,188,554			115,118,644
Total liabilities and stockholders’ equity (deficit)	$	113,492,931		$	241,040,684

See accompanying notes to consolidated financial statements

F-3

Table of Contents

VIVAKOR, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS


	For the year ended December 31,
	2025			2024
Revenues
Revenues	$	84,193,403		$	58,612,151
Revenues - related party		20,225,406			31,199,089
Total revenues		104,418,809			89,811,240
Cost of revenues		66,672,658			79,592,036
Gross profit		37,746,151			10,219,204
Operating expenses:
Sales and marketing		8,220			15,268
General and administrative		43,014,172			12,206,031
Impairment expense		40,569,772			8,632,773
Amortization and depreciation		17,981,914			11,360,425
Total operating expenses		101,574,078			32,214,497
Gain (loss) from operations		(63,827,927	)		(21,995,293	)

Other income (expense):
Unrealized gain (loss) on marketable securities		(413,188	)		165,275
Gain (loss) on disposition of assets		(1,219,913	)		57,200
Gain on deconsolidation of subsidiary		-			177,550
Loss on conversion of debt		(17,403,367	)		-
Interest income		73,474			60,364
Interest expense		(26,668,529	)		(4,695,234	)
Interest expense - related parties		(444,333	)		(121,458	)
Other income (loss)		(216,151	)		127,540
Total other income (expense)		(46,292,007	)		(4,228,763	)
Loss before provision for income taxes		(110,119,934	)		(26,224,056	)
Provision for income taxes		(117,004	)		(126,869	)
Consolidated net loss		(110,236,938	)		(26,350,925	)
Less: Net loss attributable to noncontrolling interests		(5,095	)		(4,161,105	)
Net loss attributable to Vivakor, Inc.	$	(110,231,843	)	$	(22,189,820	)

Series A Preferred Stockholder Dividends		5,086,250			853,200
Net loss to common shareholders	$	(115,318,093	)	$	(23,043,020	)

Basic and diluted net loss per share	$	(318.01	)	$	(151.32	)

Basic and diluted weighted average common shares outstanding		362,628			152,285

See accompanying notes to consolidated financial statements

F-4

Table of Contents

VIVAKOR, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY


	Series A Preferred Stock						Common Stock				Additional Paid-in			Treasury			Accumulated			Non-controlling			Total Stockholders’
	Shares			Amount			Shares		Amount		Capital			Stock			Deficit			Interest			Equity
January 1, 2024		-		$	-			26,220,508	$	26,221	$	83,097,553		$	(20,000	)	$	(65,908,406	)	$	41,821		$	17,237,189
Issuance of common stock for services		-			-			633,292		633		735,017			-			-			-			735,650
Issuance of common stock for cash		-			-			2,667,568		2,667		1,422,333			-			-			-			1,425,000
Issuance of common stock for a reduction of liabilities		-			-			700,000		700		858,590			-			-			-			859,290
Issuance of common stock on conversion of debt		-			-			1,903,095		1,903		2,225,590			-			-			-			2,227,493
Issuance of warrants for services		-			-			-		-		92,522			-			-			-			92,522
Stock based compensation		-			-			2,203,299		2,203		2,549,756			-			-			-			2,551,959
Stock based compensation - Consultant		-			-			13,157		13		19,985			-			-			-			19,998
Series A Preferred Stock issued as part consideration for the purchase of the Endeavor Entities		107,789			108			-		-		105,897,709			-			-			-			105,897,709
Common stock issued as part consideration for the purchase of the Endeavor Entities		-			-			6,724,291		6,724		10,415,927			-			-			-			10,422,651
Common stock distributable - Series A Preferred Stock Dividends		-			-			643,980		645		852,555			-			(853,200	)		-			-
Net loss		-			-			-		-		-			-			(22,189,820	)		(4,161,105	)		(26,350,925	)
January 1, 2025		107,789		$	108			208,546	$	41,709	$	208,167,537		$	(20,000	)	$	(88,951,426	)	$	(4,119,284	)	$	115,118,644
Issuance of common stock for cash, net of offering costs		-			-			266,329		53,266		9,603,719			-			-			-			9,656,985
Issuance of common stock for a reduction of liabilities								2,999		600		719,042						-						719,642
Issuance of common stock for legal settlement								57,057		11,412		1,975,649												1,987,061
Stock based compensation								11,728		2,346		1,507,659						-						1,510,005
Stock based compensation - consultant								49,115		9,824		1,898,177						-						1,908,001
Common stock issued - Series A Preferred Stock Dividends								30,179		6,036		4,860,214						(4,866,250	)					-
Common stock distributable - Series A Preferred Stock Dividends		-			-			157,143		31,429		188,571			-			(220,000	)		-			-
Shares issued with debt		-			-			8,750		1,751		1,447,473			-			-			-			1,449,224
Shares issued with debt conversion								1,221,261		244,252		16,319,397						-						16,563,649
Consideration received for divestiture		(11,058	)		(11	)		-		-		(10,814,449	)		-						-			(10,814,460	)
Excess of consideration for divestiture over net assets transferred		-			-			-		-		9,326,741			-						-			9,326,741
Net loss		-			-			-		-		-			-			(110,231,843	)		(5,095	)		(110,236,938	)
December 31, 2025		96,731		$	97			2,013,106	$	402,624	$	245,199,730		$	(20,000	)	$	(204,269,519	)	$	(4,124,379	)	$	37,188,554

See accompanying notes to consolidated financial statements

F-5

Table of Contents

VIVAKOR, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Year Ended December 31,
	2025			2024
OPERATING ACTIVITIES:
Consolidated net loss	$	(110,236,938	)	$	(26,350,925	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization and depreciation		17,971,693			11,360,425
Impairment loss		40,569,772			8,632,773
Stock-based compensation		1,510,005			2,551,959
Stock-based compensation - consultant		1,908,001			19,998
Unrealized gain (loss) on marketable securities		413,188			(165,275	)
Gain (loss) on disposition of assets		1,219,913			-
Loss on conversion of debt		17,403,367			-
Gain on forgiveness of debt		(1,967,532	)		-
Gain on deconsolidation of subsidiary		-			(177,550	)
Noncash interest charges		17,413,920			4,816,692
Deferred tax liability		117,004			66,058
Adjustments from operating leases		(243,804	)		39,440
Interest on notes receivable		(36,846	)		(25,546	)
Changes in operating assets and liabilities, net of impact from divestiture:
Accounts receivable		(22,841,340	)		(5,116,717	)
Prepaid expenses		351,852			970,237
Inventories		101,557			(114,352	)
Other assets		24,951			(2,184,691	)
Accounts payable and accrued expenses		13,437,834			7,488,301
Operating lease liabilities		7,103,109			0
Net cash provided by (used in) operating activities		(15,780,294	)		1,810,827

INVESTING ACTIVITIES:
Return of cash for divestiture		(746,059	)		-
Acquisition of assets		-			4,842,070
Proceeds from sale of property and equipment		2,443,500			-
Purchase of equipment		(25,515	)		(4,539,882	)
Net cash provided by (used in) investing activities		1,671,926			302,188

FINANCING ACTIVITIES:
Payment on financing lease liabilities		(2,634,039	)		(2,003,823	)
Proceeds from loans and notes payable		17,982,214			5,845,551
Proceeds from loans and notes payable - related party		3,136,290			1,664,150
Payment of notes payable		(12,873,855	)		(3,339,543	)
Payment of notes payable - related party		(2,740,323	)		(2,771,665	)
Proceeds from sale of common stock		9,656,985			1,425,000
Net cash provided by (used in) financing activities		12,527,272			819,670

Net increase (decrease) in cash and cash equivalents		(1,581,096	)		2,932,685
CASH AND CASH EQUIVALENTS, and CASH RESTRICTED, BEGINNING OF PERIOD		3,676,992			744,307
CASH AND CASH EQUIVALENTS, and CASH RESTRICTED, END OF PERIOD	$	2,095,896		$	3,676,992

SUPPLEMENTAL CASHFLOW INFORMATION:
Cash paid during the year for:
Interest	$	1,074,700		$	1,000,729

Noncash transactions:
Return of preferred stock as consideration for divestiture, net	$	1,487,708		$	-
Common stock and Series A preferred stock issued for acquisition	$	-		$	116,320,468
Accounts payable on purchase of equipment	$	-		$	2,751,661
Issuance of related party notes payable for purchase of equipment	$	2,302,696		$	-
Notes payable settled against working capital items for netting arrangement	$	19,232,134		$	-
Security deposits and reserves applied to finance lease liabilities	$	2,972,168		$	-
Series A preferred shareholder stock dividends	$	5,086,250		$	853,200
Common stock issued with debt	$	1,449,224		$	944,290
Common stock issued for a reduction in liabilities	$	719,642		$	859,290
Common stock issued for legal settlement	$	1,987,061		$	-
Common stock issued for services	$	-		$	735,650
Common stock issued on conversion of debt	$	16,563,649		$	2,227,493

See accompanying notes to consolidated financial statements

F-6

Table of Contents

VIVAKOR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Description of Business

Vivakor, Inc. (collectively “we”, “us,” “our,” “Vivakor” or the “Company”) is an integrated provider of midstream services and environmental solutions within the oil and gas industry. The Company owns and operates a diversified portfolio of midstream infrastructure assets located in several of the nation’s oil-producing basins, complemented by related environmental service offerings.

The Company was originally organized on November 1, 2006, as Genecular Holdings, LLC, a Nevada limited liability company. On November 3, 2006, the entity changed its name to NGI Holdings, LLC. On April 30, 2008, the Company converted to a Nevada C corporation and adopted its current name, Vivakor, Inc.

The Company conducts its operations through three primary business segments: transportation and logistics, terminaling and storage services, and supply and trading.

The transportation and logistics segment includes crude oil gathering and transportation assets, including pipeline and trucking operations in the Permian and Anadarko Basins. The terminaling and storage services segment consists of crude oil terminal facilities located in Colorado City, Texas and Delhi, Louisiana. The supply and trading segment purchases and markets crude oil, condensate, and related hydrocarbon products.

The Company is also developing an environmental services business through the planned deployment of Remediation Processing Centers (“RPCs”), which are designed to recover hydrocarbons from contaminated soils and related waste streams. The first RPC is under construction in Harris County, Texas.

On October 1, 2024, the Company acquired certain entities (the “Endeavor Entities”), expanding its midstream operations. During 2025, the Company completed the sale of certain non-core assets acquired in this transaction as part of a strategic review. See Note 4 - Business Combination and Divestiture of Wholly Owned Subsidiaries additional information.

As a result of this strategic review, on July 30, 2025, we sold certain non-core business units of Meridian Equipment Leasing, LLC and Equipment Transport, LLC, both of which were subsidiaries included with the Endeavor Entities. These divestitures were made to streamline operations and allow the Company to focus on its core midstream transportation, terminaling, and environmental processing activities. See Note 4 - Business Combination and Divestiture of Wholly Owned Subsidiaries additional information.

During 2024, the Company completed the sale of 100% of the equity interests of VivaSphere, Inc. (“VivaSphere”), which closed on February 15, 2024. In connection with the transaction, the Company deconsolidated VivaSphere and recognized a gain of $177,550 for the year ended December 31, 2024.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and Securities and Exchange Commission (“SEC”) regulations. The consolidated financial statements include the accounts of the Company and its wholly owned and majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

All figures are in U.S. dollars unless indicated otherwise.

Principles of Consolidation

The Company consolidates entities in which it has a controlling financial interest. The Company also evaluates its relationships with entities to determine whether they qualify as variable interest entities (“VIEs”) under Accounting Standards Codification (“ASC”) 810, Consolidation.

F-7

Table of Contents

A VIE is an entity that either lacks sufficient equity to finance its activities without additional financial support or whose equity holders lack the characteristics of a controlling financial interest. The Company consolidates a VIE when it is determined to be the primary beneficiary, which occurs when the Company has both (i) the power to direct the activities that most significantly impact the entity’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits that could potentially be significant. The Company continuously reassesses whether it is the primary beneficiary of a VIE as facts and circumstances change.

Business Combinations

The Company accounts for business combinations in accordance with ASC 805, Business Combinations. The Company evaluates whether an acquisition represents a business or an asset acquisition. For business combinations, the Company recognizes identifiable assets acquired and liabilities assumed at their acquisition-date fair values, with any excess of consideration transferred over the net assets acquired recorded as goodwill.

The Company uses estimates and assumptions in determining the fair values of assets acquired and liabilities assumed. Measurement period adjustments may be recorded within one year of the acquisition date, with a corresponding adjustment to goodwill. Subsequent adjustments are recognized in the consolidated statements of operations.

The Company also evaluates uncertain tax positions and valuation allowances assumed in a business combination and adjusts such estimates during the measurement period as appropriate.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. As of December 31, 2025 and 2024, the Company did not hold any cash equivalents.

The Company maintains cash balances with high-credit-quality financial institutions. Deposits are insured by the FDIC up to applicable limits; however, balances may exceed those limits. The Company periodically evaluates the financial condition of its banking institutions.

Accounts Receivable

Accounts receivable are recorded at the invoiced amount and presented net of an allowance for expected credit losses.

The Company evaluates collectability on a periodic basis based on specific customer risk, historical experience, and aging of receivables. Accounts are written off when deemed uncollectible.

Investments

Investments in equity securities are measured at fair value in accordance with ASC 321, Investments in Equity Securities. Changes in fair value are recognized in earnings. Fair value is based on quoted market prices when available.

Convertible Instruments

The Company evaluates convertible debt and preferred stock to determine whether embedded conversion features require bifurcation and separate accounting as derivative instruments under applicable accounting guidance.

When bifurcation is required, the embedded derivative is recorded at fair value at issuance, with the residual proceeds allocated to the host instrument. Any resulting discount is accreted to interest expense (or dividends, for preferred stock) over the term of the instrument using the effective interest method.

Convertible instruments that do not require derivative accounting are evaluated under applicable accounting guidance, and any associated discounts are accreted over the term of the instrument. Upon conversion or extinguishment of convertible instruments, the Company evaluates the transaction under applicable accounting guidance. Any difference between the carrying value of the instrument (including unamortized discounts and derivative liabilities, if applicable) and the fair value of the consideration transferred is recognized as a gain or loss on extinguishment of debt in the consolidated statements of operations.

F-8

Table of Contents

Derivative Financial Instruments

The Company does not use derivative financial instruments to hedge risks. However, certain financial instruments, including warrants and embedded features in debt or preferred stock, may be classified as derivative liabilities if they are not indexed to the Company’s own stock or if settlement is not within the Company’s control. These instruments are initially recorded at fair value and subsequently remeasured at fair value at each reporting date, with changes in fair value recognized in earnings.

Leases

The Company accounts for leases in accordance with ASC 842, Leases. The Company determines whether an arrangement contains a lease at inception based on whether it has the right to control the use of an identified asset.

Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term.

The Company determines the lease term by including renewal options that are reasonably certain to be exercised. As most leases do not provide an implicit rate, the Company uses its incremental borrowing rate at the commencement date to determine the present value of lease payments. Leases with an initial term of 12 months or less are not recorded on the balance sheet and are recognized as expense on a straight-line basis over the lease term.

Property and Equipment and Long Lived Assets

Property and equipment are stated at cost or fair value when acquired. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are depreciated over the shorter of the lease term or the estimated useful life of the asset.

The estimated useful lives of property and equipment are as follows:


Computers, software, and office equipment		1-5 years
Machinery and equipment		3-5 years
Vehicles		5-7 years
Furniture and fixtures		5-10 years
Crude oil gathering, storage, and transportation facilities		7-10 years
Remediation Processing Centers (heavy extraction and remediation equipment) (“RPC”)		20 years
Pipeline and related facilities		20 years
Leasehold improvements		Lesser of the lease term or estimated useful life

Equipment under construction is recorded as construction in process and is not depreciated until placed into service. The Company evaluates long-lived assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. If the carrying amount exceeds estimated undiscounted future cash flows, an impairment loss is recognized for the excess over fair value. Interest incurred during construction is capitalized until the assets are placed into service. Maintenance and repairs are expensed as incurred, and gains or losses on disposals are recognized in the period incurred.

Intangible Assets and Goodwill:

The Company accounts for intangible assets and goodwill in accordance with ASC 350, Intangibles, Goodwill and Other. Intangible assets acquired in business combinations are recorded at fair value at the acquisition date. Definite-lived intangible assets are amortized over their estimated useful lives, which generally range from 7 to 20 years.

F-9

Table of Contents

The Company evaluates definite-lived intangible assets for impairment in accordance with ASC 360, Property, Plant, and Equipment, whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If such indicators are present, recoverability is assessed by comparing the carrying amount of the asset group to the estimated undiscounted future cash flows. If the carrying amount exceeds those cash flows, an impairment loss is recognized based on the excess of the carrying amount over fair value.

Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination. The Company evaluates goodwill for impairment at least annually in the fourth quarter, or more frequently if events or changes in circumstances indicate that impairment may exist.

Share-Based Compensation

Share-based compensation is accounted for based on the requirements of ASC 718, “Compensation-Stock Compensation’ (“ASC 718”) which requires recognition in the financial statements of the cost of employee, consultant, or director services received in exchange for an award of equity instruments over the period the employee, consultant, or director is required to perform the services in exchange for the award (presumptively, the vesting period). ASC 718 also requires measurement of the cost of employee, consultant, or director services received in exchange for an award based on the grant-date fair value of the award.

Income tax

Deferred income taxes are provided on the asset and liability method whereby deferred income tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred income tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred income tax assets will not be realized. Deferred income tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Our annual effective tax rate is based on our income and the tax laws in the various jurisdictions in which we operate. Judgment is required in determining our annual tax expense and in evaluating our tax positions. We establish reserves to remove some or all of the tax benefit of any of our tax positions at the time we determine that the position becomes uncertain based upon one of the following conditions: (1) the tax position is not “more likely than not” to be sustained; (2) the tax position is “more likely than not” to be sustained, but for a lesser amount; or (3) the tax position is “more likely than not” to be sustained, but not in the financial period in which the tax position was originally taken. For purposes of evaluating whether or not a tax position is uncertain, (1) we presume the tax position will be examined by the relevant taxing authority that has full knowledge of all relevant information; (2) the technical merits of a tax position are derived from authorities such as legislation and statutes, legislative intent, regulations, rulings and case law and their applicability to the facts and circumstances of the tax position; and (3) each tax position is evaluated without considerations of the possibility of offset or aggregation with other tax positions taken. We adjust these reserves, including any impact on the related interest and penalties, in light of changing facts and circumstances, such as the progress of a tax audit. See Note 17 for further information on income tax.

Change in Segment Reporting

Beginning in the third quarter of 2025, the Company revised its reportable segment structure to align with the manner in which the chief operating decision maker evaluates performance and allocates resources. Previously, the Company reported operations under two segments: Transportation Logistics Services and Terminaling and Storage Facility Products and Services. Consistent with the restructuring, the Company now reports results across three (3) reportable segments that provide integrated midstream services related to the transfer, storage, and trading of crude oil and related products: (i) Transportation and Logistics, (ii) Terminaling and Storage, and (iii) Supply and Trading.

The Transportation and Logistics segment includes crude oil trucking and pipeline operations. The Terminaling and Storage segment consists of revenues from the operation of crude oil terminals in Colorado City, Texas, and Delhi, Louisiana. The Supply and Trading segment includes the purchase and sale of crude oil and related petroleum products, including activities under crude petroleum sales agreements initiated in late 2024.

The restructuring of the reportable business segments did not impact the Company’s consolidated financial statements for prior periods, other than reclassifications made to conform prior period segment information to the current presentation.

F-10

Table of Contents

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized when control of the promised goods or services is transferred to customers in an amount that reflects the consideration the Company expects to receive.

The Company generates revenue from three reportable segments: (i) Transportation and Logistics, (ii) Terminaling and Storage, and (iii) Supply and Trading. Revenue from the sale of crude oil and related petroleum products (Supply and Trading) is recognized at a point in time when control transfers to the customer, which generally occurs upon delivery and when pricing and quantity are fixed. Revenue from terminaling, storage, and transportation services is recognized over time as the services are performed, as customers simultaneously receive and consume the benefits of the services. See Note 16 for a breakdown of revenue recognized over time (Transportation and Logistics and Terminaling and Storage) and revenue recognized at a point in time (Supply and Trading).

The Company’s contracts generally do not include significant financing components, and payment terms are typically less than three months. The Company does not accept returns due to the nature of its products.

The Company reviews contracts to ensure revenue is recognized in the appropriate period based on contractual terms, delivery conditions, and applicable legal requirements.

Related Party Revenues

Revenue from related parties was $20,225,406 and $31,199,089 for the years ended December 31, 2025 and 2024, respectively.

The Company generates revenue from related parties through the sale of crude oil and related products, as well as the provision of terminaling, storage, pipeline throughput, and transportation logistics services under long-term contracts. These contracts were acquired as part of the Company’s acquisitions of Silver Fuels Delhi, LLC and White Claw Colorado City, LLC in August 2022, and Silver Fuels Processing, LLC, Endeavor Crude, LLC, and Meridian Equipment Leasing, LLC in October 2024, and were entered into in the ordinary course of business.

The Company evaluates collectability of related party receivables in a manner consistent with other customers.

Major Customers and Concentration of Credit Risk

At December 31, 2025, the Company had a major customer, who was a related party, which accounted for approximately 23.4% of the Company’s revenues and 0% of the accounts receivable balance. At December 31, 2024, the Company had two major customers, including the same related party, which accounted for approximately 75.76% of the Company’s revenues and for approximately 60% of the accounts receivable balance. Additionally, the Company operates in the crude oil industry. The industry concentration has the potential to impact the Company’s overall exposure to credit risk in that its customer may be similarly affected by changes in economic, industry or other conditions. There is risk that the Company would not be able to identify and access replacement markets at comparable margins.

Contingent Liabilities

From time to time the Company may work with success based professional service providers, including securities counsel for private offerings, which may require contingent payments to be made based on the future offering fundraising and financial performance of the offering. In the event that an offering does not perform or is never consummated, the Company may still be required to pay a portion of the success fees for the services provided in preparing the offering. The fair value of the contingent payments would be estimated using the present value of management’s projections of the financial results. Failure to correctly project the financial results of the offering or settlement of legal fees related to the offering could materially impact our results of operations and financial position.

F-11

Table of Contents

Recent Accounting Pronouncements

Under the Jumpstart Our Business Startups Act, or the JOBS Act, we meet the definition of an “emerging growth company.” We have irrevocably elected to opt-out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act. As a result, we comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires that a public entity disclose specific categories in its annual income tax rate reconciliation table and provide additional qualitative information for reconciling items representing at least 5% of pre-tax income or loss from continuing operations, using the federal statutory tax rate. The standard also requires an annual breakdown of income taxes paid by jurisdiction (i.e., federal, state, and foreign), with further disaggregation by jurisdictions representing at least 5% of total income taxes paid. State taxes in Texas represent the majority of the Company’s state tax exposure, comprising greater than 50% of the total state tax effect.

ASU 2023-09 is effective for annual periods beginning after December 15, 2024 and is applied on a prospective basis. The Company adopted this guidance prospectively during the year ended December 31, 2025, and the adoption did not have a material impact on its consolidated financial statements or related disclosures.

Net Income/Loss Per Share

All share and per share amounts have been retroactively adjusted to reflect the reverse stock split effected in March 2026.

Basic net income (loss) per share is calculated by subtracting any preferred interest distributions from net income (loss), all divided by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted net income (loss) per common share is computed by dividing the net income (loss) by the weighted-average number of common share equivalents outstanding for the period determined using the treasury stock method if their effect is dilutive. Potential dilutive instruments have been excluded from the calculation of the weighted-average number of common shares outstanding when the Company is in a net loss position. For the years ended December 31, 2025 and 2024 our potential dilutive instruments were excluded from the weighted-average calculation as they were antidilutive. Potential dilutive instruments as of December 31, 2025 and 2024 include the following: convertible notes payable convertible into approximately 9,153,859 and 5,222 shares of common stock, stock options and awards granted to previous and current employees of 11,019 and 10,193 shares of common stock, stock options and awards granted to Board members or consultants of 0 and 2,389 shares of common stock. The Company issued free standing stock options to purchase 5,000 shares of our common stock to a third party in a bundled transaction with debt during 2023, which such stock option was exercised in September 2024 for a reduction in debt. The Company also has a warrant outstanding to purchase 400 and 1,995 shares of common stock as of December 31, 2025 and 2024.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates, judgments, and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We believe our critical accounting estimates relate to the following: Recoverability of current and noncurrent assets, revenue recognition, stock-based compensation, income taxes, effective interest rates related to long-term debt, lease assets and liabilities, valuation of stock used to acquire assets, derivatives, and fair values of the intangible assets and goodwill related to business combinations.

While our estimates and assumptions are based on our knowledge of current events and actions we may undertake in the future, actual results may ultimately differ from these estimates and assumptions.

F-12

Table of Contents

Fair Value of Financial Instruments

The Company follows Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures” (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that requires the use of fair value measurements, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or operating results but did expand certain disclosures.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

Level 1: Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2: Applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3: Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board’s (“FASB”) accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The carrying amounts reported in the consolidated balance sheets for marketable securities are classified as Level 1 assets due to observable quoted prices for identical assets in active markets. The carrying amounts reported in the consolidated balance sheets for cash, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their estimated fair market values based on the short-term maturity of these instruments. The recorded values of notes payable approximate their current fair values because of their nature, rates, and respective maturity dates or durations.

Note 3. Going Concern & Liquidity

The Company has historically incurred net losses and experienced negative cash flows from operations and, as of December 31, 2025, had an accumulated deficit of approximately 204,269,519 $204 million. As of December 31, 2025 and 2024, the Company had a working capital deficit of approximately $53.2 million and $101.5 million, respectively. As of December 31, 2025, the Company had approximately $2.0 million in cash, of which $1.8 million was restricted. In addition, the Company had approximately $18.1 million of debt obligations due within one year of the issuance of these financial statements. The Company is further obligated under finance lease liabilities of approximately $9.1 million and has current derivative liabilities of approximately $9.1 million, which may require settlement in cash or equity and could place additional demands on liquidity. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans to address these conditions include pursuing additional capital through private and public equity offerings, including a structured financing arrangement that provides for potential funding, subject to customary closing conditions. The Company has also entered into a letter of intent for the potential sale of certain midstream and transportation assets, which, if completed, is expected to provide liquidity and support ongoing operations. In addition, management is focused on executing its business plan, including strategic acquisitions to enhance revenue-generating operations, monetizing certain assets, and implementing cost management initiatives to improve operating efficiency.

While management is actively pursuing these initiatives, their successful implementation is subject to various factors, including market conditions and the completion of financing and strategic transactions. Accordingly, there can be no assurance that these plans will be successfully implemented or that they will be sufficient to alleviate the conditions that raise substantial doubt about the Company’s ability to continue as a going concern.

F-13

Table of Contents

Note 4. Business Combination and Divestiture of Wholly Owned Subsidiaries

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 $116.3 million (the “Purchase Price”), after 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. The sellers were issued 33,621 shares of our common stock and 107,789 shares of our Series A Preferred Stock.

For the acquisition of the Endeavor Entities, the following table summarizes the acquisition date fair value of consideration paid, identifiable assets acquired and liabilities assumed:


Common stock	$	10,422,651
Series A preferred stock		105,897,817
Fair value of total consideration paid	$	116,320,468

Net assets acquired and liabilities assumed

Assets acquired in business combination
Current assets	$	16,269,087
Operating lease right-of-use assets		4,470,405
Property, plant and equipment, net (includes finance lease right of use assets, net)		87,706,385
Other assets		1,205,887
Contract-based intangible assets		31,304,400
Total assets acquired	$	140,956,163

Liabilities assumed in business combination
Current liabilities	$	51,370,473
Long term liabilities		27,166,307
Total liabilities acquired	$	78,536,780

Total net assets acquired	$	62,419,383

Goodwill	$	53,901,085

The value of goodwill as of the date of acquisition represented the Endeavor Entities’ ability to generate profitable operations going forward. Management engaged a valuation expert who performed a valuation study to calculate the fair value of the acquired assets and goodwill.

Business combination related costs were expensed as incurred and consisted of various advisory, legal, accounting, valuation and other professional fees of $569,431 for the year ended December 31, 2024. These costs are included in general and administrative expense in our consolidated statement of operations.

F-14

Table of Contents

From the date of acquisition on October 1, 2024 through December 31, 2024, $28,045,368 of sales in aggregate is attributed to the Endeavor Entities. The unaudited financial information in the table below summarizes the combined results of operations of the Company and the Endeavor Entities for the years ended December 31, 2024, on a pro forma basis, as though the companies had been combined as of January 1, 2023. The pro forma earnings for the years ended December 31, 2024 were adjusted to include intangible annual amortization expense on customer relationships acquired of $3,054,088, annual increased depreciation expense of $6,725,306 on the step up in appraised property, plant and equipment, respectively. Further adjustments were made for revaluation of the net effect of finance lease amortization and interest expense of $1,126,167 for the year ended December 31, 2024. The $569,431 of acquisition-related expenses were excluded from the year ended December 31, 2024, and included in the year ended December 31, 2023, as if the acquisition occurred at January 1, 2023. The pro forma results reflect finance lease amortization expense increased of $2,436,636 and finance lease interest expense decrease of $815,408 for the year ended December 31, 2024, as well as the annual 6% Series A preferred shareholder dividend of $6,353,869, respectively. All such amounts have been reflected in the corresponding unaudited financial information in the table below. The unaudited pro forma financial information does not purport to be indicative of the Company’s combined results of operations which would actually have been obtained had the acquisition taken place on January 1, 2024, nor should it be taken as indicative of future consolidated results of operations.

Schedule of proforma information
	(Unaudited)
	Years ended December 31,
	2024
Total net sales	$	161,137,826
Loss from operations		(28,649,669	)
Net loss (attributable to Vivakor, Inc.)	$	(35,571,659	)

Series A Preferred Stockholder Dividends	$	6,353,869
Net loss to common shareholders	$	(41,925,528	)

Basic and diluted loss per share		(194.79	)
Weighted average shares outstanding - Basic and diluted		215,233

On July 30, 2025, the Company completed the divestiture of Meridian Equipment Leasing, LLC and Equipment Transport, LLC (together, the “Divested Entities”), two indirectly wholly owned subsidiaries (which were acquired by the Company in October 2024), pursuant to a Membership Interest Purchase Agreement (the “Purchase Agreement”) entered into with Jorgan Development, LLC (“Jorgan”), an entity controlled by James Ballengee, one of our executive officers and directors. Under the Purchase Agreement, the Company sold all of the issued and outstanding membership interests in the Divested Entities.

The Divested Entities were considered non-core to the Company’s long-term strategic focus, as their primary operations consisted of water trucking and related equipment leasing. As part of the transaction, the Company also transferred certain associated liabilities, which resulted in a meaningful reduction of its outstanding obligations and improved its overall balance sheet position. The purchase price consisted of the Company’s Series A Convertible Preferred Stock, with a stated value of $11.1 million (net of offering costs of $243,786), and a carrying value of approximately $10.8 million which was returned to the Company, retired, and is no longer outstanding or entitled to dividends.

Because the entities are under common control, we did not record a gain on the sale. The consideration received was limited to the return of the Series A Preferred Stock.

F-15

Table of Contents

The amounts related to the transactions were as follows:

Schedule of businesses consisted
Net consideration received:
Return of 11,058 shares of the Company’s Series A Preferred Stock	$	10,814,449

Less: assets transferred
Cash		(746,059	)
Accounts receivable		(2,713,866	)
Prepaid expenses		(20,172	)
Inventories		(21,547	)
Property and equipment, net		(28,232,430	)
Right of use assets - operating leases		(1,977,356	)
Other assets		(5,160,272	)
Goodwill		(28,316,081	)
Plus: liabilities transferred
Accounts payable and accrued expenses		17,459,222
Operating lease liabilities		1,639,601
Finance lease liabilities		6,401,565
Loans and notes payable		40,199,687
Total net assets transferred		(1,669,708	)

Excess of consideration received over net assets transferred, recorded to additional paid in capital	$	9,326,741

Note 5. Accounts receivable

Accounts receivable primarily relates to trade accounts receivable for crude oil sales and reflects any differences between the amounts due from customers less an estimated allowance for doubtful accounts, if deemed necessary by management. Estimated allowances for credit losses is based on a review of all outstanding amounts on a monthly basis. Management determines the allowance for credit losses, if any, by identifying troubled accounts and by using historical experience applied to an aging of accounts. As of December 31, 2025 and 2024, an allowance for credit losses of none was deemed necessary. Trade accounts receivable are zero interest bearing. As of December 31, 2025 and 2024, trade accounts receivable of $0 and $4,462,094 are with a vendor of which our CEO is a beneficiary.

Note 6. Marketable Securities

The Company holds 200,000 shares of common stock of Adapti, Inc, an entity majority owned by the Company’s Chief Executive Officer, ticker ADTI, OTC Markets, as of December 31, 2025 and 2024. The Company accounts for these securities based on quoted market prices, with changes in fair value recognized in earnings. As a result, the Company recorded an unrealized loss of $413,188 and an unrealized gain of $165,275 for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, the fair value of the Company’s marketable securities was $247,913 and $661,101, respectively.

F-16

Table of Contents

Note 7. Property and Equipment

The following table sets forth the components of the Company’s property and equipment at December 31, 2025 and 2024:

Schedule of property and equipment, net
	December 31, 2025							December 31, 2024
	Gross Carrying Amount		Accumulated Depreciation			Net Book Value		Gross Carrying Amount		Accumulated Depreciation			Net Book Value
Vehicles and trailers	$	1,655,548	$	(47,502	)	$	1,608,046	$	30,485,730	$	(1,856,461	)	$	28,629,269
Equipment		476,756		(306,520	)		170,237		339,610		(33,069	)		306,541
Land		527,000		-			527,000		732,000		-			732,000
Building		-		-			-		1,630,000		(164,426	)		1,465,574
Crude & NGL terminal and related equipment		930,460		(703,000	)		227,460		930,460		(566,835	)		363,625
Crude Oil Transfer Stations		5,024,220		(2,756,444	)		2,267,776		6,570,080		(899,133	)		5,670,947
Pipeline and related facilities		43,462,544		(3,961,966	)		39,500,578		42,244,680		(771,544	)		41,473,136
Finance lease - Right of use assets		-		-			-		12,593,359		(4,367,820	)		8,225,539

Construction in process:
Wash Plant Facilities	$	6,584,033	$	-		$	6,584,033	$	5,997,566	$	-		$	5,997,566
Remediation Processing Unit System A		2,892,343		-			2,892,343		2,892,343		-			2,892,343
Remediation Processing Unit System B		2,892,343		-			2,892,343		2,892,343		-			2,892,343
WCCC Tank Expansion		1,627,385		-			1,627,385		1,390,488		-			1,390,488
Total fixed assets	$	66,072,632	$	(7,775,432	)	$	58,297,200	$	108,698,659	$	(8,659,288	)	$	100,039,371

For the years ended December 31, 2025 and 2024, depreciation expense was $12,308,798 and $3,427,055. The increase in depreciation expense for the year ended December 31, 2025 was primarily attributable to property and equipment acquired and placed into service during the year in connection with the Company’s acquisition activities, partially offset by the impact of assets divested during the period. Equipment that is currently being manufactured is considered construction in process and is not depreciated until the equipment is placed into service. Equipment that is temporarily not in service is not depreciated until placed into service.

Note 8. Intangible Assets and Goodwill

The following table sets forth the components of the Company’s intangible assets at December 31, 2025 and 2024:

Schedule of intangible assets
	December 31, 2025							December 31, 2024
	Gross Carrying Amount		Accumulated Amortization			Net Book Value		Gross Carrying Amount		Accumulated Amortization			Net Book Value
Extraction Technology Patents		16,385,157		(8,943,565	)		7,441,592		16,385,157		(8,124,307	)		8,260,850
Extraction Technology Patents		113,430		(32,250	)		81,180		113,430		(25,577	)		87,853
Total Intangible Assets	$	16,498,587	$	(8,975,815	)	$	7,522,772	$	16,498,587	$	(8,149,884	)	$	8,348,703

F-17

Table of Contents

The following table sets forth the components of the Company’s customer relationships at December 31, 2025 and 2024:

Schedule of customer relationships
	December 31, 2025							December 31, 2024
	Gross Carrying Amount		Accumulated Amortization			Net Book Value		Gross Carrying Amount		Accumulated Amortization			Net Book Value
Oil Storage Agreement	$	7,387,054	$	(2,680,259	)	$	4,706,795	$	7,387,054	$	(1,895,793	)	$	5,491,261
Crude Petroleum Supply Agreement		9,401,706		(3,411,234	)		5,990,472		9,401,706		(2,412,823	)		6,988,883
Customer Relationships		31,304,400		(3,817,610	)		27,486,790		31,304,400		(763,522	)		30,540,878
Total Customer Relationships	$	48,093,160	$	(9,909,103	)	$	38,184,057	$	48,093,160	$	(5,072,138	)	$	43,021,022

Amortization expense was $5,662,895 and $2,438,382 for the years ended December 31, 2025 and 2024 respectively. The table that follows summarizes estimated amortization expense for the Company’s current intangible assets:


	Estimated
Intangible Assets	2026		2027		2028		2029		2030
Amortization Expense	$	5,580,353	$	5,580,353	$	5,580,353	$	5,580,353	$	5,580,353

For the year ended December 31, 2024, the Company recorded an impairment loss of $8,632,773 related primarily to its Kuwait RPC assets and associated intangible assets, including $7,047,179 related to RPC assets and $1,530,496 related to an exclusive license agreement for nanosponge technology. No impairment of long-lived assets was recorded during the year ended December 31, 2025.

No goodwill impairment was recorded during the years ended December 31, 2024.

During the year ended December 31, 2025, the Company reduced goodwill by $28,316,081 in connection with the divestiture of certain business units. Additional information regarding the divestiture activities is included in Note 4 - Business Combination and Divestiture of Wholly Owned Subsidiaries.

In addition, the Company determined that the remaining goodwill was impaired and recorded an impairment charge of $40,569,772, resulting in a full impairment of goodwill as of December 31, 2025.

As of December 31, 2025 and 2024, the changes in the carrying amount of goodwill are as follows:

Schedule of goodwill
	Goodwill
January 1, 2024	$	14,984,768
Business combination		53,901,085
December 31, 2024	$	68,885,853
Divestiture of wholly owned subsidiaries		(28,316,081	)
Impairment		(40,569,772	)
Balance at December 31, 2025	$	-

See Note 4 - Business Combination and Divestiture of Wholly Owned Subsidiaries for additional information.

F-18

Table of Contents

Note 9. Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consist of the following:


	December 31,		December 31,
	2025		2024
Accounts payable	$	12,425,200	$	27,714,220
Accrued interest (various notes and loans payable)		713,754		5,787,464
Accrued tax penalties and interest		837,477		837,477
Accounts payable and accrued expenses	$	13,976,431	$	34,339,161


	December 31,		December 31,
	2025		2024
Accounts payable - related parties	$	1,593,994	$	715,526
Accrued interest (notes payable) - related parties		238,632		116,458
Accounts payable and accrued expenses - related parties	$	1,832,625	$	831,984
Accrued compensation	$	41	$	1,249,099

As of December 31, 2025 and 2024, accounts payable are primarily comprised of trade payables. Trade accounts payable include amounts due to a vendor of which the Company’s Chief Executive Officer is a beneficiary of $0 and $715,525, respectively. Accounts payable also include an accrued settlement expense of $1,750,000, and other routine operating accruals incurred in the normal course of business. Amounts accrued as of December 31, 2024 related to compensation and other obligations to the Company’s Chief Financial Officer were settled during the year ended December 31, 2025, as part of the settlement expense referenced, and as a result, no further amounts related to these obligations remained outstanding as of December 31, 2025. See Note 13 - Commitments and Contingencies for additional information.

Note 10. Unearned Revenue

In accordance with ASC 810, as of October 1, 2023, we deconsolidated Viva Wealth Fund I, LLC (VWFI), recognizing a gain on deconsolidation of $438,099 (Note 3 Principles of Consolidation). After deconsolidating VWFI, approximately $9,107,297 of unearned revenue (which was previously eliminated upon consolidation) is reported in our current liabilities and relates to our 2020 agreement to manufacture RPCs for VWFI. VWFI has currently funded the manufacturing of one double capacity RPC, which is expected to be completed and sold to VWFI through a sale leaseback agreement, at which time we will record a ROU asset and lease liability, and the unearned revenue will be alleviated.

F-19

Table of Contents

Note 11. Loans and Notes Payable

Loans and notes payable and their maturities consist of the following:

Third party debt:

Schedule of loans and notes payable
	December 31, 2025		December 31, 2024
Various promissory notes and convertible notes	$	50,960	$	50,960
Various promissory notes for vehicle financing		13,557		509,041
Blue Ridge Bank		410,200		410,200
Small Business Administration		358,827		2,480,718
Al Dali International for Gen. Trading & Cont. Co.		248,877		189,391
RSF, LLC		500,000		500,000
Justin Ellis		-		350,000
Pilot OFS Holdings, LLC		-		14,107,339
Business First Bank		-		10,760,805
Maxus Capital Group, LLC		-		8,367,134
Cedarview Opportunities Master Fund LP		3,701,402		2,886,307
Curve Capital, LLC		549,463		1,793,500
ClearThink Capital		588,015		-
ClearThink Capital RBW		1,619,159		-
Agile Capital Funding, LLC		1,713,300		1,496,885
JJ Astor		5,553,900		-
Total notes payable	$	15,307,660	$	43,902,280

Loans and notes payable, current	$	7,443,434	$	38,963,796
Loans and notes payable, long term	$	7,864,226	$	4,938,484

Related party debt:


	December 31, 2025		December 31, 2024
Jorgan Development, LLC	$	1,137,563	$	18,109,503
James Ballengee Companies		1,981,730		1,391,650
Tyler Nelson		-		1,020,872
Meridian Equipment Leasing, LLC		6,701,887		-
Triple T Trading Company LLC		497,109		404,121
Waskom, LLC		-		1,182,193
Total notes payable - related parties	$	10,318,288	$	22,108,339

Loans and notes payable, current - related parties	$	3,616,401	$	22,108,339
Loans and notes payable, long term - related parties	$	6,701,887	$	-

The future maturities of debt outstanding as of December 31, 2025, excluding debt issuance cost and discounts, are as follows:


2026	$	11,501,679		61,072,135
2027		9,345,236		4,534,749
2028		1,781,803		122,964
2029		3,413,285		25,788
2030		25,788		25,788
Thereafter		-		229,195
Total long-term debt		26,067,791		66,010,619
Less: unamortized OID:		(441,843	)	-
Net debt	$	25,625,948		66,010,619

F-20

Table of Contents

In connection with the closing of the Endeavor Entities on October 1, 2024, the Company assumed various vehicle financing loans with principal amounts ranging from $25,000 to $72,000, bearing interest at rates up to 6.50% per annum and maturing on various dates through 2027. During the year ended December 31, 2025, certain loans were assumed by the buyer in connection with the divestiture of the related subsidiaries. The outstanding balance of these loans was $13,557 and $509,041 as of December 31, 2025 and 2024, respectively.

In May 2020 and January 2021, the Company received Paycheck Protection Program (“PPP”) loans totaling $410,200 from Blue Ridge Bank under the Small Business Administration’s (“SBA”) Paycheck Protection Program. The loans bear interest at 1.0% per annum and were eligible for forgiveness under the CARES Act. The Company previously applied for forgiveness; however, such forgiveness was not obtained. As of December 31, 2025, the Company is not currently making payments on these loans.

From May through August 2020, the Company received loan proceeds from the Small Business Administration (“SBA”) totaling $358,827 under disaster loan programs. These loans bear interest at 3.75% per annum and have original maturities of 30 years. As of December 31, 2025, the Company is not currently making payments on these loans and continues to accrue interest in accordance with the loan terms. In connection with the acquisition of the Endeavor Entities on October 1, 2024, the Company assumed two additional SBA loans, which are Paycheck Protection Program (“PPP”) loans, with an aggregate principal balance of $2,150,455. The loans bore interest at 6.29% per annum, required combined monthly payments of approximately $65,578, and matured in February 2026.

During the year ended December 31, 2025, the Company received full forgiveness of $1,967,532 of principal and $74,658 of accrued interest related to the PPP loans. The Company recognized a gain on extinguishment of debt of $1,967,532, which is included in other income in the accompanying consolidated statement of operations. As a result, no balance remained outstanding under the PPP loans as of December 31, 2025.

The outstanding balance of SBA loans was $358,827 and $2,480,718 as of December 31, 2025 and 2024, respectively.

On July 25, 2023, the Company entered into a $500,000 convertible promissory note with RSF, LLC. The note bears interest at 10% per annum and matured two years from the date of issuance. The note was convertible into shares of the Company’s common stock at a conversion price of $500 per share, subject to a beneficial ownership limitation of 4.9%. The note remains unpaid as of December 31, 2025.

On December 5, 2023, the Company entered into a $1,000,000 loan agreement with an individual lender, which was subsequently amended on April 8, 2024 to a convertible promissory note. In May 2024, the lender converted all outstanding amounts totaling $1,048,493 into 903,095 shares of the Company’s common stock. As a result, no amounts remained outstanding as of December 31, 2025 or 2024.

As part of the divestiture of our wholly owned subsidiaries on July 30, 2025, the Company derecognized approximately $16,314,410 of third party note payables to Pilot OFS Holdings LLC, $8,938,836 to Business First Bank, and $1,079,287 of related party note payable to Waskom LLC.

At December 31, 2024, the Company had a note payable to Maxus Capital Group, LLC with an outstanding balance of $8,367,134. The balance of the note was reduced to $0 as of December 31, 2025, as part of the divestiture of wholly owned subsidiaries completed on July 30, 2025. On July 30, 2025, the Company, certain affiliated entities, and a related party entered into a Forbearance Agreement with Maxus Capital Group, LLC, which acknowledged existing events of default and provided that Maxus would forbear from exercising its remedies so long as the Company complied with a revised payment schedule. In connection with the agreement, the Company paid a cash forbearance fee of $250,000 and agreed to issue restricted common stock valued at $250,000, which was issued during the fourth quarter of 2025 and charged to interest expense. We incurred additional charges of approximately $7.8 million which were added to the principal balance and were recorded to interest expense. The Forbearance Agreement also resulted in a remeasurement of certain finance lease liabilities under ASC 842, Leases, as the revised terms affected obligations previously accounted for as part of the Maxus financing arrangement.

On October 31, 2024, the Company issued a secured promissory note in the principal amount of $3,670,160 (the “Cedarview Loan”), maturing on October 31, 2025. The Company received net proceeds in early November 2024 after deduction of a 3% origination fee and repayment of amounts outstanding under a prior loan agreement. The Cedarview Loan bears interest at 22% per annum and originally required equal monthly payments beginning November 30, 2024.

F-21

Table of Contents

On April 9, 2025, the Company entered into a side letter agreement with Cedarview that amended the repayment terms of the loan. Under the amended terms, the Company agreed to a revised payment schedule, including an initial payment of $589,890 in April 2025, followed by additional installment payments through repayment of the loan. In connection with the amendment, the Company issued 1,500 shares of restricted common stock in April 2025.

Beginning November 1, 2025, the interest rate on the Cedarview Loan increased to 24% per annum due to the Company’s noncompliance with certain payment terms. In addition, the Company incurred additional fees in connection with the revised terms and ongoing discussions with the lender. As of December 31, 2025, the Company is not current on its payment obligations under the Cedarview Loan and is working with the lender to revise the repayment terms. The outstanding balance of the Cedarview Loan was $3,701,402 and $2,886,307 as of December 31, 2025 and 2024, respectively.

The Company assumed a cash advance agreement dated November 30, 2023 with Curve Capital, LLC, under which the borrowers received $970,000 and are required to make weekly payments of $76,000. The Company did not repay the agreement as originally anticipated and is not current on its payment obligations under the agreement. The Company is working with the lender to address the outstanding balance. The outstanding balance of the agreement was $549,463 and $1,793,500 as of December 31, 2025 and 2024, respectively.

On August 12, 2025, the Company issued a convertible promissory note to ClearThink Capital in the principal amount of $647,059 and received proceeds of $550,000, reflecting an original issue discount of $97,059. The note matures twelve months from the issuance date and includes a one-time interest charge of 10% applied at issuance. The note is convertible into shares of the Company’s common stock at a discount to market prices, subject to customary beneficial ownership limitations. The original issue discount and related issuance costs are recorded as a debt discount and are being amortized to interest expense over the term of the note using the effective interest method. The balance of the note was $588,015, net of $59,044 of unamortized original issue discount at December 31, 2025.

During the year ended December 31, 2025, the Company entered into multiple twelve-month convertible promissory notes with Clear Think Capital RBW totaling $5,117,647 in principal, for which the Company received $3,933,500 in net proceeds after closing fees. The notes include an original issue discount of 15% and a one-time 10% interest charge at issuance and mature twelve months from the date of issuance. The Company also issued 3,263 shares of common stock, valued at $522,000, as additional consideration, which was recorded as a debt discount. During the year ended December 31, 2025, the Lender converted an aggregate of $3,178,690 of outstanding convertible debt into 958,231 shares of the Company’s common stock, resulting in a non-cash loss on conversion of approximately $6.36 million. The balance of the note is $1,619,159, net of unamortized original issued discount of $319,799 at December 31, 2025.

During 2025, the Company entered into multiple twelve-month convertible promissory notes with Clear Think Capital with a principal amount of $794,118 and proceeds of $675,000 under similar terms, including original issue discount and issuance-date interest charges. The Company also issued 506 shares of common stock, valued at $77,963, as additional consideration, which was recorded as a debt discount. During the year ended December 31, 2025, the Lender converted an aggregate of $872,602 of outstanding convertible debt and interest into 71,145 shares of the Company’s common stock, resulting in a non-cash loss on conversion of approximately $1.75 million. The balance of the note is $0 at December 31, 2025.

Upon the Closing of our acquisition of the Endeavor Entities, the Company assumed a certain lending agreement dated September 27, 2024. Under the Agile Agreement, the listed borrowers received $1,420,000 in October 2024, and are required to make weekly payments of $126,000. The Company did not repay the agreement as originally anticipated and is not current on its payment obligations under the agreement. The Company is working with the lender to address the outstanding balance. The outstanding balance of the agreement was $1,713,300, net of $63,000 of unamortized original issue discount and $1,496,885 as of December 31, 2025 and 2024, respectively.

On March 17, 2025, the Company issued a junior secured convertible promissory note (“Note 1”) to J.J. Astor & Co. (the “Lender”) in the principal amount of $6,625,000 in connection with a Loan and Security Agreement entered into by and between the Company, its subsidiaries, and the Lender. The Company received $5,000,000 in proceeds, net of closing fees totaling $1,625,000. The note was payable in forty-two equal weekly installments and could be settled in cash or, at the Company’s option (subject to an effective resale registration statement), in shares of common stock at a 20% discount to market prices. The note did not bear interest unless an event of default occurred. In connection with the issuance, the Company issued 1,250 shares of common stock, valued at $235,000, which were recorded as a debt discount and are amortized to interest expense over the term of the note.

F-22

Table of Contents

On July 9, 2025, the Company entered into a Forbearance and Additional Loan Agreement with the J.J. Astor & Co., which amended Note 1 and provided for the issuance of a new junior secured convertible promissory note (“Note 2”). The principal balance of Note 1 was increased by $615,178, with a corresponding charge to interest expense, and the interest rate was increased to 19% with a revised maturity date of January 7, 2026. Note 2 had a face amount of $5.94 million and net proceeds of approximately $4.4 million, a portion of which was applied to satisfy past-due and future obligations under Note 1. Note 2 requires repayment in forty (40) weekly installments of $148,500 commencing on July 14, 2025, with a final maturity date of April 21, 2026. This transaction was accounted for as a debt extinguishment under ASC 470-50, resulting in the write-off of approximately $2.8 million of unamortized original issue discount and deferred financing costs, which was recognized in interest expense. The Company also recognized approximately $1.4 million of default-related fees as interest expense during the year ended December 31, 2025.

During the year ended December 31, 2025, the Lender converted an aggregate of $4,173,693 of outstanding convertible debt into 38,376,955 shares of the Company’s common stock, resulting in a non-cash loss on conversion of approximately $8.35 million. The balances of Note 1 and Note 2 were $0 and $5,553,900, respectively, as of December 31, 2025.

In connection with the Second Forbearance Agreement, J.J. Astor & Co. agreed to provide up to $2,450,000 of additional financing. On October 9, 2025, the Company issued an additional junior secured convertible promissory note (“Note 3”) in the principal amount of $1,620,000 and received gross proceeds of $1,152,000, prior to the deduction of $53,000 in fees. The note required repayment in forty-two equal installments. As additional consideration, the Company issued 1.430 shares of common stock. On October 21, 2025, the Company repaid all outstanding amounts under Note 3, and no balance remained outstanding as of December 31, 2025.

The Company obtained a short-term loan of $475,000 in June 2025 which was paid off in November 2025. The interest rate was eighteen percent per annum.

In connection with the divestiture, the Company became directly obligated for a related-party note payable totaling $5,040,545. The liability remains outstanding as a related-party obligation and is included within notes payable. In addition, the Company assumed $2,302,696 of related-party debt owed to Meridian Equipment Leasing, LLC in connection with the Company’s purchase of assets from Meridian following the divestiture. The notes mature in August of 2028 and have a twelve percent interest rate. The balance of the notes at December 31, 2025 was $6,701,887.

The Company issued secured promissory notes in connection with its August 1, 2022 acquisition of Silver Fuels Delhi, LLC and White Claw Colorado City, LLC pursuant to a Membership Interest Purchase Agreement (the “MIPA”). The notes had an original principal balance of approximately $28.7 million and bear interest at a rate of prime plus 3% per annum. Payments are required based on the monthly free cash flow of the acquired entities, as defined in the MIPA.

During 2025, the balance decreased primarily due to payments and other reductions in accordance with the terms of the agreement. The outstanding balance of the notes was $1,137,563 and $18,109,503 as of December 31, 2025 and 2024, respectively.

On May 14, 2024, we issued a promissory note (the “Note”), to James Ballengee, in the principal amount of up to $1,500,000, for which loan advances will be made to the Company as requested. The Company will use the proceeds of the Note for general working capital purposes and to repay certain indebtedness. The intent of the Note is to be short term in nature and be repaid in 30 days. Any amounts that are not repaid in 30 days will bear interest thereafter at a rate of 11% per annum. Each advance matures after six months from the date the Company receives the funds. On May 23, 2024, we issued a promissory note to Ballengee Holdings, LLC, of which our Chief Executive Officer is the beneficial owner, which replaced and rescinded the above referenced note with James Ballengee effective back to May 14, 2024, under the same terms such that all obligations under the notes are the responsibility of Ballengee Holdings, LLC and the prior note with James Ballengee is no longer enforceable. The balance of the notes was $1,981,730 and $1,391,650 at December 31, 2025 and December 31, 2024, respectively.

During the year ended December 31, 2025, the Company entered into a settlement agreement with its former Chief Financial Officer related to previously accrued compensation and other obligations. The Company settled all amounts due under the agreement during the year, and no balance remained outstanding as of December 31, 2025.

F-23

Table of Contents

Note 12. Other Current Liabilities

The conversion features of the Company’s convertible notes contain variable pricing based on future market prices and are therefore accounted for as derivative liabilities in accordance with ASC 815-15. The Company recorded a derivative liability of $9,062,320 as of December 31, 2025, with a corresponding charge to loss on conversion of debt in the consolidated statements of operations.

As of December 31, 2025, the Company had an outstanding balance of $7,103,108 under a line of credit agreement with B1 Bank related to accounts receivable factoring. The facility has matured. In connection with this arrangement, the Company maintains restricted cash of approximately $1.8 million. See Note 13 Commitments and Contingencies for additional information.

Note 13. Commitments and Contingencies

Finance Leases

The Company has finance lease arrangements with Maxus Capital Group, LLC (“Maxus”) related to storage, terminaling, and transportation equipment acquired in prior business combinations. These leases generally require fixed monthly payments over terms ranging from four to five years and include options to purchase the underlying assets at the end of the lease term.

Certain of the Company’s finance lease agreements require monthly cash reserve payments in addition to base lease payments, which may be applied in the event of default and are refundable at the end of the lease term. The leases are secured by the underlying assets and, in certain cases, by accounts receivable.

In addition, the Company has entered into arrangements with Maxus to finance the construction and sale-leaseback of certain assets, including a wash plant facility and pipeline equipment, for which final lease terms are determined upon commencement.

During 2025, the Company entered into a forbearance agreement with Maxus related to certain financing and lease arrangements. The agreement acknowledged existing events of noncompliance and provided for revised payment terms, including an annual interest rate of 12%, under which Maxus agreed to forbear from exercising its remedies so long as the Company complied with the modified terms. In connection with the agreement, the Company paid a forbearance fee of $250,000 and issued restricted shares of common stock valued at $250,000. The Company did not comply with certain terms of the forbearance agreement and is currently working with Maxus to address the outstanding obligations. As a result, the related obligations have been classified as current lease liabilities as of December 31, 2025.

Schedule of financing lease liability
Description	Amount
Principal portion of finance lease obligations	$	8,711,784
Accrued interest		390,068
Total finance lease liabilities (current)	$	9,101,852

Operating Leases

On December 16, 2022, the Company’s subsidiary, VivaVentures Remediation Corp., entered into a land lease agreement with W&P Development Corporation for approximately 3.5 acres in Houston, Texas. The lease has an initial term of 126 months, with an option to extend for an additional 120 months. Monthly rent escalates over the term from approximately $7,000 to approximately $16,000.

On October 1, 2024, in connection with the acquisition of the Endeavor Entities, the Company assumed several operating leases, including (i) a corporate office lease in Dallas, Texas with a term through May 31, 2027 and monthly rent of approximately $15,233, and (ii) a trucking yard and shop lease in Monahans, Texas with a term through April 30, 2026 and monthly rent of approximately $10,000. The Company also assumed two short-term leases in Reeves County, Texas that expired on May 31, 2025.

F-24

Table of Contents

During the year ended December 31, 2025, the Company entered into a yard lease in Pearsall, Texas. The term of approximately three years, which is accounted for as an operating lease and included in operating lease right-of-use assets and liabilities. The Company also entered into a commercial motor vehicle sublease that is structured on a month-to-month basis; accordingly, this arrangement is accounted for as a short-term lease, and lease payments are expensed as incurred. Both leases are with a related party affiliated with the Company’s Chief Executive Officer.

The right-of-use assets for operating leases as of December 31, 2025 and 2024 was $494,755 and $4,920,454. Rent expense for the years ended December 31, 2025 and 2024 was $494,755 and $557,892. The decrease in operating lease right-of-use assets and lease expense during the year ended December 31, 2025 was primarily due to the divestiture of certain wholly owned subsidiaries and the related operating leases associated with those entities.

The following table reconciles the undiscounted cash flows for the leases as of December 31, 2025 to the operating lease liability recorded on the balance sheet:


2025	85,080
2026	305,817
2027	150,479
2028	-
2029	-
Thereafter	-
Total undiscounted lease payments	541,376
Less: Imputed interest	46,621
Present value of lease payments	494,755

Operating lease liabilities, current	272,469
Operating lease liabilities, long-term	222,285
Operating lease liability	494,755

Weighted-average remaining lease term (mo.)	9.05
Weighted-average discount rate	8.72	%

The discount rate is the Company’s incremental borrowing rate, or the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Based on an assessment of the Company’s borrowings at the time the operating leases were entered into or acquired, the incremental borrowing rate was determined to be between 6.29% and 12.5%.

Employment Agreements

On October 28, 2022, the Company entered into an executive employment agreement with James Ballengee, its Chief Executive Officer and Chairman. Pursuant to the agreement, Mr. Ballengee receives annual compensation of $1,000,000 payable in shares of the Company’s common stock issued in quarterly installments, subject to applicable Nasdaq rules and the Company’s equity incentive plan. Mr. Ballengee is also eligible for discretionary performance bonuses. The agreement may be terminated by either party upon notice.

On July 24, 2025, the Company entered into an executive employment agreement with Kimberly Hawley in connection with her appointment as Executive Vice President, Chief Financial Officer and Treasurer. Ms. Hawley receives an annual base salary of $350,000 and is eligible for performance-based bonus compensation. The agreement may be terminated by either party upon five business days’ notice; however, a termination without cause provides for severance equal to one year of base salary.

F-25

Table of Contents

On August 12, 2025, the Company entered into an amended employment agreement with Les Patterson pursuant to which he serves as Executive Vice President and Chief Operating Officer. Mr. Patterson receives an annual base salary of $375,000 and annual equity compensation with a minimum value of $125,000, payable in quarterly installments. In addition, Mr. Patterson received a one-time signing bonus in the form of restricted common stock valued at $250,000. The agreement may be terminated by either party upon notice, and provides for severance equal to six months of base salary in the event of a termination without cause.

During the year ended December 31, 2025, Tyler Nelson, Russ Shelton, and Patrick M. Knapp each resigned from their respective positions with the Company. Mr. Nelson’s employment relationship was resolved pursuant to a settlement agreement entered into in November 2025.

During the year ended December 31, 2025, the Company entered into settlement agreements with certain former employees and consultant, including its former Chief Financial Officer, related to previously accrued compensation and other obligations. In connection with these agreements, the Company recorded settlement expense of approximately $1,750,000, which is included in accounts payable and accrued expenses as of December 31, 2025.

During 2025, the Company entered into a forbearance agreement with Maxus Capital Group, LLC related to certain financing and lease arrangements. The Company did not comply with certain terms of the agreement and is currently working with the lender to address the outstanding obligations. Additional information regarding these arrangements is included in Note 11 - Loans and Notes Payable.

The Company has an outstanding obligation to B1 Bank related to a matured accounts receivable financing arrangement. B1 Bank has indicated its intent to pursue legal remedies, including seeking direct collection from certain of the Company’s customers, including customers subject to netting arrangements who were previously factored. Based on discussions with management and legal counsel, the Company has concluded that it is probable that B1 Bank will pursue such actions. The Company continues to evaluate its position and is engaged in discussions with the lender regarding resolution of this matter. See Note 12 – Other Current Liabilities for additional information.

Note 14. Stockholders’ Equity

Series A Preferred Stock

The Series A Preferred Stock has a stated value of $1,000 per share and is convertible into shares of the Company’s common stock at a conversion price of $1.00 per share, subject to customary anti-dilution adjustments. The Company has the right to convert the Preferred Stock at any time.

On November 26, 2025, the Company filed an Amended and Restated Certificate of Designation for its Series A Preferred Stock to add voting rights to the rights and preferences of the Series A Preferred Stock. As a result of the amendment, the holders of the Series A Preferred have votes equal to the stated value per share on any matters properly presented to the Company’s shareholders.

The Series A Preferred Stock carries a cumulative dividend of 6% per annum, payable quarterly in shares of common stock, subject to beneficial ownership limitations. Any unpaid dividends accrue until such time as they may be issued. The Series A Preferred Stock has a liquidation preference over common stock and any other junior securities. The Company has the right, but not the obligation, to redeem the Series A Preferred Stock.

On October 1, 2024, the Company acquired the Endeavor Entities for total consideration of approximately $116.3 million, payable in a combination of common stock and Series A Preferred Stock. In connection with this transaction, the Company issued 33,621 shares of common stock and 107,789 shares of Series A Preferred Stock to the sellers.

On July 30, 2025, the Company completed the sale of certain subsidiaries in exchange for 11,058 shares of the Company’s Series A Preferred Stock, valued at approximately $11.1 million. The shares issued in connection with this transaction are no longer considered outstanding and are not entitled to dividends. The buyer is an entity controlled by the Company’s Chief Executive Officer.

As of December 31, 2025 and 2024, there were 96,731 and 107,789 shares of Series A Preferred Stock issued and outstanding, respectively.

F-26

Table of Contents

Common Stock

On December 22, 2025, the Company’s shareholders approved an increase in the number of authorized shares of common stock from 200,000,000 to 500,000,000 shares.

Subsequent to year end, the Company effected a 1-for-200 reverse stock split of its common stock. All share and per share amounts presented herein have been retroactively adjusted to reflect the reverse stock split.

Noncontrolling Interest

Noncontrolling interests represent the portion of certain consolidated subsidiaries that are owned by third-parties. For the year ended December 31, 2024 the change in noncontrolling interest was due primarily related to the noncontrolling interest’s allocation of the impairment expenses.

The Company holds noncontrolling interests in certain entities, including Vivaopportunity Fund LLC, Vivaventures UTSI, LLC, Vivaventures Royalty II, LLC, and International Metals Exchange, LLC. As of December 31, 2025 and 2024, the Company held 1,000 Class A LLC Units in each entity, with an aggregate carrying value of $4,000, recorded at cost.

These entities are not consolidated as the Company does not have a controlling financial interest. While the Company has certain management rights, it does not have the obligation to absorb losses or the right to receive benefits that would be considered significant.

Note 15. Share-Based Compensation & Warrants

On November 10, 2023, our 2023 Equity and Incentive Plan (the Plan) became effective. The plan was approved by our Board of Directors and by the holders of a majority of our common stock.

The following is a summary of the material features of the Plan, which is qualified in its entirety by reference to the actual text of the Plan.

Eligibility. The Plan provides for the grant of equity awards to the officers, employees, directors, consultants and other key persons of the Company and our subsidiaries selected from time to time by our Compensation Committee of the Board. The Compensation Committee will determine in its sole and absolute discretion the specific individuals eligible to participate in the Plan. As of April 14, 2026, we had approximately twenty-five employees and five directors. The Company also employs consultants to supplement its operational activities.

Awards. Awards under the Plan may take the form of stock options, stock appreciation rights (“SARs”), restricted stock awards, unrestricted stock awards, restricted stock units (“RSUs”), and other share-based awards, or any combination of the foregoing (each, an “award” and collectively, “awards”).

Shares Available. Subject to the adjustment provisions discussed below under “Adjustments,” the total number of shares that may be issued under the Plan is 200,000.

Plan Administration. Our Compensation Committee of the Board will administer the Plan at the time we add additional independent directors. Until then the Board will administer the Plan. The Board and the Compensation Committee are to as the “Administrator.” The Administrator will be authorized to grant awards under the Plan, to interpret the provisions of the Plan and to prescribe, amend and rescind rules relating to the Plan or any award thereunder. It is anticipated that the Administrator (either generally or with respect to specific transactions) will be constituted so as to comply, as necessary or desirable, with the requirements of Section 162(m) of the Internal Revenue Code (the “Code”) and Rule 16b-3 promulgated under the Exchange Act.

Stock Options. The Plan permits the granting of “incentive stock options” meeting the requirements of Section 422 of the Code, and “nonqualified stock options” that do not meet such requirements. The term of each option is determined by the Compensation Committee and shall not exceed ten years after the date of grant. Options may also be subject to restrictions on exercise, such as exercise in periodic installments, as determined by the Administrator. In general, the per share exercise price for options must be at least equal to 100% of the fair market value of the underlying shares on the date of the grant, unless the option is intended to be compliant with the requirements of Section 409A of the Code. All 200,000 shares authorized for issuance under the Plan shall be available for issuance in respect of incentive stock options.

F-27

Table of Contents

Stock Appreciation Rights. The Plan permits the granting of SARs. The Administrator will determine any vesting schedules and the terms and conditions of each grant. Upon the exercise of a SAR, the recipient is entitled to receive from the Company an amount in cash or shares with a fair market value equal to the appreciation in the value of the shares subject to the SAR over a specified reference price. The reference price per share of any SAR will not be less than 100% of the fair market value per share of Company Common Stock on the date of the grant of the SAR, unless the SAR is intended to be compliant with the requirements of Section 409A of the Code.

Restricted Stock Awards. The Administrator may award restricted stock under the Plan. Restricted stock gives a participant the right to receive stock subject to a risk of forfeiture based upon certain conditions. The forfeiture restrictions on the shares may be based upon performance standards, length of service and/or other criteria as the Compensation Committee may determine. Until all restrictions are satisfied, lapsed or waived, we will maintain custody over the restricted stock, but the participant will be able to vote the shares and will be entitled to all distributions paid with respect to the shares (but see below, under the heading “No Current Dividends on Unvested Awards” with respect to the treatment of dividends while the shares remain unvested). During the period in which shares are restricted, the restricted stock may not be sold, assigned, transferred, pledged or otherwise encumbered. Upon termination of employment, the participant will forfeit the restricted stock to the extent the applicable vesting requirements have not by then been met.

Unrestricted Stock Awards. The Administrator may award unrestricted stock under the Plan. Unrestricted stock may be granted in respect of past services or other valid consideration, or in lieu of cash compensation due to such grantee.

Restricted Stock Units. The Plan provides that the Administrator may grant restricted stock units (“RSUs”), which represent the right to receive shares following the satisfaction of specified conditions. The Administrator will determine any vesting schedules and the other terms of each grant of RSUs. A participant will not have the rights of a stockholder with respect to the shares subject to an RSU award prior to the actual issuance of those shares.

Performance Awards. The Plan provides that the Administrator may grant awards that are contingent upon the achievement of specified performance criteria (“Performance Awards”). Such awards may be payable in cash, shares or other property. The Administrator will determine the terms of Performance Awards, including the performance criteria, length of the applicable performance period, and the time and form of payment.

Other Share-Based Awards. The Plan provides that the Administrator may grant other awards that are payable in, valued in whole or in part by reference to, or otherwise based on or related to shares. All the terms of such other share-based awards will be determined by the Administrator.

No Payment of Dividends Until Awards Vest. Dividends or dividend equivalents payable with respect to Plan awards will be subject to the same vesting terms as the related award.

Adjustments. In the event of any corporate transaction or event such as a stock dividend, extraordinary dividend or similar distribution (whether in the form of cash, shares, other securities, or other property), reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in the Company’s capital stock, the Plan provides that the Administrator will make equitable adjustments to (i) the maximum number of shares reserved for issuance under the Plan, (ii) the number and kind of shares or other securities subject to any then outstanding awards under the Plan, (iii) the repurchase price, if any, per phare subject to each outstanding award, and (iv) the exercise price for each Share subject to any then outstanding Stock Options under the Plan, without changing the aggregate exercise price (i.e., the exercise price multiplied by the number of Stock Options) as to which such Stock Options remain exercisable.

Transferability of Awards. Restricted Stock awards, Stock Options, SARs and, prior to exercise, the shares issuable upon exercise of such Stock Option shall not be transferred other than by will, or by the laws of descent and distribution. The Administrator, however, may allow for the assignment or transfer of an award (other than incentive stock options and restricted stock awards) to a participant’s spouse, children and/or trusts, partnerships, or limited liability companies established for the benefit of the participant’s spouse and/or children, subject in each case to certain conditions on assignment or transfer.

F-28

Table of Contents

Termination and Amendment. The Board may, at any time, amend or discontinue the Plan and the Compensation Committee may, at any time, amend or cancel any outstanding award for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall adversely affect rights under any outstanding award without the consent of the holder of the Award. The Compensation Committee may exercise its discretion to reduce the exercise price of outstanding Stock Options or effect repricing through cancellation of outstanding Stock Options and by granting such holders new awards in replacement of the cancelled Stock Options. To the extent determined by the Compensation Committee to be required either by the Code to ensure that Incentive Stock Options granted under the Plan are qualified under Section 422 of the Code or otherwise, Plan amendments shall be subject to approval by the Company stockholders entitled to vote at a meeting of stockholders. The Board has the right to amend the Plan and/or the terms of any outstanding Stock Options to the extent reasonably necessary to comply with the requirements of the exemption pursuant to Rule 12h-1 of the Exchange Act.

Treatment of Awards Upon a Sale Event. In the case of and subject to the consummation of a Sale Event (as the term is defined in the Plan), the Plan and all outstanding Stock Options and SARs issued thereunder shall become one hundred percent (100%) vested upon the effective time of any such Sale Event, all unvested Restricted Stock and unvested Restricted Stock Unit Awards issued thereunder shall become one hundred percent (100%) vested, with an equitable or proportionate adjustment as to the number and kind of shares subject to such awards as such parties shall agree, and such Restricted Stock shall be repurchased from the holder thereof at the then fair market value of such shares. In the event of the termination of the Plan, each holder of Stock Options shall be permitted, within a period of time prior to the consummation of the Sale Event as specified by the Administrator, to exercise all such Stock Options or SARs which are then exercisable or will become exercisable as of the effective time of the Sale Event.

Treatment of Termination of Service Relationship. Any portion of a Stock Option or SAR that is not vested and exercisable on the date of termination of an optionee’s service relationship, a grantee’s right in all Restricted Stock Units that have not vested upon the grantee’s cessation of service relationship with the Company and any subsidiary for any reason, shall immediately expire and be null and void, unless otherwise be provided by the Administrator. Once any portion of the Stock Option becomes vested and exercisable, the optionee’s right to exercise such portion of the Stock Option or SAR in the event of a termination of the optionee’s service relationship shall continue until the earliest of: (i) the date which is: (A) 12 months following the date on which the optionee’s Service Relationship terminates due to death or Disability (or such longer period of time as determined by the Committee and set forth in the applicable Award Agreement), or (B) three months following the date on which the optionee’s Service Relationship terminates if the termination is due to any reason other than death or Disability (or such longer period of time as determined by the Committee and set forth in the applicable Award Agreement), or (ii) the expiration date set forth in the award agreement; provided that notwithstanding the foregoing, an award agreement may provide that if the optionee’s service Relationship is terminated for cause, the Stock Option shall terminate immediately and be null and void upon the date of the optionee’s termination and shall not thereafter be exercisable.

Tax Withholding. The Company and its subsidiaries may deduct amounts from participants to satisfy withholding tax requirements arising in connection with Plan awards. The Company’s obligation to deliver stock certificates (or evidence of book entry) to any grantee is subject to and conditioned on any such tax withholding obligations being satisfied by the grantee.

Stock Options & Awards

Generally accepted accounting principles require share-based payments to employees, including grants of employee stock options, warrants, and common stock to be recognized in the income statement based on their fair values at the date of grant, net of estimated forfeitures.

The Company has granted stock-based compensation to employees, including the issuance of 7,109 employee stock options granted in June 2022 that vested over a period of two years. For the year ended December 31, 2024, the Company issued 5,380 shares in connection with the CEO’s employment agreement. In addition, during 2024, the Company issued 242 shares subject to quarterly vesting over 12 months, certain awards that cliff vest over 12 and 18 months in connection with employee contracts, and 2,698 shares in connection with new employment agreements.

F-29

Table of Contents

During the year ended December 31, 2025, the Company issued an aggregate of 7,784 shares of common stock as stock-based compensation, including 3,299 shares issued to the CEO, 2,004 shares that vested upon cliff vesting conditions, 2,356 shares issued in connection with new employment agreements, and 125 shares issued for other compensation arrangements. During the year ended December 31, 2025, the Company issued 3,944 shares of common stock to directors as stock-based compensation. The Company also issued 49,115 shares of common stock as compensation for consulting services during the period.

For the years ended December 31, 2025 and 2024, stock-based compensation was $1,510,005 and $2,930,838, respectively. In addition, the Company recognized stock-based consulting compensation expense of $1,908,001 and $19,998 for the years ended December 31, 2025 and 2024, respectively.

On June 20, 2023, we issued a 15% secured promissory note due to Al Dali International for Gen. Trading & Cont. Co., a company organized under the laws of Kuwait (“DIC”). As security to secure repayment of the Note, we issued DIC an option to purchase 5,000 shares of our common stock at an exercise price of $235.80 per share, which was recorded as a debt discount in the amount of $467,509, which is amortized to interest expense over the term of the agreement using the effective interest method.

During the year ended December 31, 2025, the Company recognized approximately $300,000 of forfeitures related to previously granted equity awards, which reduced stock-based compensation expense. There were no other options or awards granted during the years ended December 31, 2024 and 2023, respectively.

The assumptions used in the Black-Scholes option pricing model to determine the fair value of the options on the date of issuance are as follows:

Schedule of option activity
		December 31, 2023
Risk-free interest rate		0.24 – 5.23%
Expected dividend yield		None
Expected life of warrants		3.33 – 10 years
Expected volatility rate		156 – 273%

The following table summarizes all stock option activity of the Company for the years ended December 31, 2025 and 2024. All share and weighted average exercise price amounts have been retroactively adjusted to reflect the Company’s 200-for-1 reverse stock split.

Schedule of warrant assumptions
	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Outstanding, December 31, 2024		1,721,761		$	1.97		4.71

Granted		-			-		-
Exercised		-			-		-
Forfeited		(300,000	)		0.53		0.00
Outstanding, December 31, 2025		1,421,761		$	1.86		2.59

Exercisable, December 31, 2024		1,721,761		$	1.97		4.71

Exercisable, December 31, 2025		1,421,761		$	1.86		5.40

As of December 31, 2025 and 2024, the aggregate intrinsic value of the Company’s outstanding options was approximately none. The aggregate intrinsic value will change based on the fair market value of the Company’s common stock.

F-30

Table of Contents

Warrants

As of December 31, 2025 and 2024, the Company had 400 warrants outstanding.

On February 14, 2022, the Company completed an underwritten public offering and issued the underwriter, EF Hutton, a five-year warrant to purchase 400 shares of common stock at an exercise price of $1,150 per share. The warrant was valued at approximately $374,000.

On April 4, 2024, the Company issued Clear Street LLC a one-year warrant to purchase 1,595 shares of common stock at an exercise price of $180 per share, which was valued at approximately $92,522. This warrant expired unexercised during 2025.

These warrants are classified as equity instruments and were recorded as a direct cost of the related offering.

Management uses the Black-Scholes option pricing model to determine the fair value of warrants on the date of issuance. No warrants were issued during the year ended December 31, 2025; accordingly, no new assumptions were required.

All share and per share amounts have been retroactively adjusted to reflect the Company’s 200-for-1 reverse stock split.

The assumptions used in the Black-Scholes option pricing model to determine the fair value of the warrants on the date of issuance during 2023 and 2024 are as follows:

Schedule of warrant activity
Risk-free interest rate		1.92 – 5.02%
Expected dividend yield		None
Expected life of warrants		1 – 5 years
Expected volatility rate		98 – 167%

Note 16. Segments

As previously disclosed in our periodic filings with the SEC, the Company historically reported two business segments: crude oil transportation and facility services for terminaling and storage. In August 2024, the Company launched supply and trading activities, and beginning with the third quarter of 2025, management determined that these activities meet the criteria for a reportable operating segment under ASC 280. As a result, the Company now reports three reportable operating segments: transportation and logistics services, terminaling and storage services, and supply and trading.

The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer. The CODM evaluates operating performance and allocates resources using segment gross profit, which is determined on the same basis as consolidated gross profit presented in the Company’s condensed consolidated statements of operations. The CODM does not review segment asset information in assessing performance or allocating resources; therefore, segment assets are not presented. In prior periods, the Company presented segment results through net income (loss); however, beginning in 2025, the CODM evaluates segment performance based on gross profit. Accordingly, segment disclosures have been revised to reflect the current measure of segment performance.

Beginning in the third quarter of 2025, the Company no longer reports “Corporate and Other” as a separate category, as these activities do not constitute an operating segment and are not separately reviewed by the CODM. Corporate-level expenses, including executive and shared services personnel costs, stock-based compensation, legal and audit expenses, and other overhead items, are now allocated to operating segments or included in consolidated results, as appropriate.

F-31

Table of Contents

Year ended December 31, 2025


	Transportation and Logistics Segment		Terminaling and Storage Segment		Supply and Trading Segment		Total Consolidated
Revenues	$	23,218,485	$	3,389,461	$	57,585,457	$	84,193,403
Revenues - related party		11,895,108		8,330,299		-		20,225,406
Total revenues		35,113,592		11,719,760		57,585,457		104,418,809
Cost of revenues		4,970,253		4,162,336		57,540,070		66,672,658
Gross profit	$	30,143,339	$	7,557,424	$	45,388	$	37,746,151

Year ended December 31, 2024


	Transportation and Logistics Segment		Terminaling and Storage Segment		Supply and Trading Segment		Total Consolidated
Revenues	$	18,782,745	$	39,829,406	$	-	$	58,612,151
Revenues - related party		-		31,199,089				31,199,089
Total revenues		18,782,745		71,028,495				89,811,240
Cost of revenues		13,804,019		65,788,017		-		79,592,036
Gross profit	$	4,978,726	$	5,240,478	$		$	10,219,204

Note 17. Income Tax

Provision for income taxes is as follows:

Schedule of components of income tax
	December 31,
	2025			2024
Current:
State	$	271,385		$	60,810
Total current		271,385			60,810
Deferred:
Federal		(133,337	)		73,897
State		(21,045	)		(7,838	)
Total Deferred		(154,382	)		66,059

Net provision	$	117,003		$	126,869

The differences between the expected income tax provision based on the statutory Federal United States income tax rates and the Company’s effective tax rates are summarized below:

Schedule reconciliation of income tax
	December 31, 2025
Tax Computed At The Federal Statutory Rate	$	(23,524,962	)	21.00	%
State Tax, Net Of Fed Tax Benefit		201,325		-0.18	%
Nondeductible Expenses		6,138,443		-5.48	%
Valuation Allowance		17,119,044		-23.56	%
Other/Prior Year True-Up		183,153		0.29	%
Provision from income taxes	$	117,003		-0.57	%

[1]

State taxes in Texas make up the majority (greater than 50%) of the tax effect in this category.

F-32

Table of Contents


	December 31, 2024
Tax Computed At The Federal Statutory Rate	$	(4,634,170	)	21.00	%
State Tax, Net Of Fed Tax Benefit		(352,031	)	1.60	%
Nondeductible Expenses		412,439		-1.87	%
Flowthrough Entity not Subject to Tax		870,990		-3.95	%
Foreign Corporation - Minority Interest		590		0.00	%
Non-controlling Interest		(827,332	)	3.75	%
Valuation Allowance		5,199,892		-23.56	%
Stock compensation		(488,445	)	2.21	%
Rate Change		8,363		-0.04	%
Other/Prior Year True-Up		(63,427	)	0.29	%
Provision from income taxes	$	126,869		-0.57	%

Significant components of the Company’s deferred tax assets and liabilities are as follows:


	December 31, 2025
Deferred Tax Assets:
Net Operating Losses	$	11,400,601
Intangibles		6,873,705
Stock Compensation		53,210
Reserves		3,581,290
Interest Expense Carryover		3,824,177
Lease Liability		104,795
Fixed Assets		716,718
Accrued Liabilities		386,318
Other		224,860
Total Deferred Tax Assets		27,165,673
Deferred Tax Liabilities:
ROU Asset		(104,794	)
Total Deferred Tax Liabilities		(104,794	)

Less: Valuation Allowance		(27,060,879	)
Net Deferred Asset/(Liability)	$	0


	December 31, 2024
Deferred Tax Assets:
Net Operating Losses	$	7,732,475
Stock Compensation		361,778
Reserves		2,668,891
Leases Liability		1,104,044
Inventory		-
Fixed Assets		417,949
Accrued Liabilities		595,127
Other		85,575
Total Deferred Tax Assets		12,965,839

Deferred Tax Liabilities:
ROU Asset		(1,125,516	)
Intangibles		(2,068,818	)
Total Deferred Tax Liabilities		(3,194,334	)

Less: Valuation Allowance		(9,925,886	)
Net deferred tax liability:	$	(154,381	)

F-33

Table of Contents

In determining the possible future realization of deferred tax assets, the Company has considered future taxable income from the following sources: (a) reversal of taxable temporary differences; and (b) tax planning strategies that, if necessary, would be implemented to accelerate taxable income into years in which net operating losses might otherwise expire.

Deferred tax assets are recognized subject to management’s judgment that realization is more likely than not. A valuation allowance is recognized for a deferred tax asset if, based on the weight of the available evidence, it is more likely than not that some portion of the deferred tax asset will not be realized. In making such judgments, significant weight is given to evidence that can be objectively verified. Based on our review of the deferred tax assets the Company has concluded that a valuation allowance is necessary on the net operating loss balance, as realization of this asset does not meet the more likely than not threshold.

As of December 31, 2025 and 2024, the Company had estimated net operating losses for federal and state purposes of $49 million and $40 million, respectively. Federal net operating losses of $6.5 million will expire in 2037. State net operating loss carryovers of $8.5 million will start to expire in 2037. Other federal and state net operating loss carryovers do not have an expiration date.

We recognize a tax position as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination.

For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. We recognize potential interest and penalties related to unrecognized tax benefits in the general and administrative expense in the statement of operations of the Company.

The Company is in the process of filing back income tax returns from 2010 through the current year and subject to IRS examination for these years. The Company has booked a reserve for potential penalties associated with non-filing of certain foreign information reports related to its subsidiary in the Middle East. Penalties and interest have been reported in the general and administrative section of the statement of operations. The reserve balance at December 31, 2025 and 2024 was $1,029,846 and $837,477, respectively. The Company does not expect this reserve to reverse within the next 12 months, as they will apply for a penalty waiver when the tax returns are ultimately filed. Due to the non-filing of income tax returns, statutes of limitations on the potential examination of those income tax periods will continue to run until the returns are filed, at which time the statutes will begin.

Note 18. Related Party Transactions

In 2023, the Company subleased office space to Spectra Global Cuisine, LLC (“Spectra”), an entity that shares officers with WealthSpace, LLC. For the year ended December 31, 2024, the Company recognized $115,000 in sublease revenue and had accounts receivable of $137,000 related to this arrangement. During the year ended December 31, 2025, the sublease arrangement was terminated and the Company recorded a write-off of the related accounts receivable. No balance remained outstanding as of December 31, 2025.

During August 2022 the Company entered into secured promissory notes with Jorgan Development, LLC (“Jorgan”) and JBAH Holdings, LLC (“JBAH”), which are entities beneficially owned by James Ballengee, the Company’s Chief Executive Officer (“CEO”). The promissory notes, which bear interest at prime plus 3% (10% at December 31, 2025), were amended in 2025 to reduce the required monthly payments from 99% to 50% of Monthly Free Cash Flow, as defined in the agreement. As of December 31, 2025 and 2024, the aggregate outstanding principal balance of the notes issued to Jorgan was $1,137,563 and $18,109,503, respectively.

The Company is party to an Oil Storage Agreement with White Claw Crude, LLC (“WC Crude”), an entity that shares a common beneficiary, the Company’s CEO, with Jorgan and JBAH. Under this agreement, WC Crude has the right, subject to the payment of service and maintenance fees, to store crude oil and other liquid hydrocarbons at a crude oil terminal operated by the Company. WC Crude is required to pay a minimum fee of $150,000 per month, regardless of actual storage utilization. The agreement expires on December 31, 2031. The Company recognized related-party tank storage revenue of $1,802,868.07 for the year ended December 31, 2025, and $1,350,000 for the year ended December 31, 2024.

F-34

Table of Contents

The Company is also party to a Crude Petroleum Supply Agreement (“Supply Agreement”) with WC Crude. Under the Supply Agreement, WC Crude supplies the Company with a minimum of 1,000 sourced barrels per day. The agreement provides that if the Company does not realize a margin of at least $5.00 per barrel upon resale of these volumes, WC Crude will pay the Company a deficiency payment equal to the difference between the realized margin and $5.00 per barrel. Conversely, if the Company realizes a margin in excess of $5.00 per barrel, the Company is required to remit a profit-sharing payment to WC Crude equal to 10% of the excess margin, multiplied by the number of barrels sold. The Supply Agreement expires on December 31, 2031. For the twelve months ended December 31, 2025 and 2024, the Company recorded crude oil purchases from WC Crude of $1,569,149 and $14,796,564, respectively, and recognized deficiency payments of $2,403,818 and $0, respectively. In addition, the Company has an agreement to sell natural gas liquids and crude petroleum products to WC Crude, which are cash-net-settled at market prices. The Company recognized related-party sales to WC Crude totaling $61,158 and $9,886,435 the years ended December 31, 2025 and 2024, respectively.

We have an existing note payable issued to Triple T, which is owned by Dr. Khalid Bin Jabor Al Thani, the 51% majority-owner of Vivakor Middle East LLC The note is interest free, has no fixed maturity date and will be repaid from revenues generated by Vivakor Middle East LLC. As of December 31, 2025 and 2024, the balance owed was $479,109 and $404,120.

On October 1, 2024, Jorgan and JBAH (collectively, 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 and also own and operate a crude oil pipeline and exclusive connected blending and processing facility in Blaine County, Oklahoma.

The purchase price for the Membership Interests was $116.3 million (the “Purchase Price”), after post-closing adjustments, including a reduction for assumed debt and a possible increase for 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 has the terms set forth in the Series A Preferred Stock Certificate of Designations, including, but not limited to, liquidation preference over the Common Stock, 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 greater than 49.99% of the issued and ou

Vivakor, Inc. S-1