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~~Table~~As offiled ~~Contents~~with the Securities and Exchange Commission on May 14, 2026

As filed with the U.S. Securities and Exchange Commission on September 15, 2022

Registration No. 333-

~~SECURITIES~~UNITED ~~AND EXCHANGE COMMISSION Washington, D.C. 20549~~STATES

~~_________________~~SECURITIES AND EXCHANGE COMMISSION

~~FORM~~Washington, ~~S-1~~D.C. 20549

~~REGISTRATION~~Form ~~STATEMENT UNDER THE SECURITIES ACT OF 1933~~S-1

~~_________________~~REGISTRATION STATEMENT

~~VIVAKOR, INC.~~UNDER

~~(Exact~~THE ~~name~~SECURITIES ofACT ~~registrant~~OF ~~as specified in charter)~~1933

VIVK-Logo-NEW

Nevada		8731		26-2178141
(State or other jurisdiction of incorporation)		(Primary Standard Classification Code Number)		(IRS Employer I.D. Number)

Vivakor, Inc.

~~4101 North Thanksgiving Way~~www.vivakor.com

~~Lehi, UT84043~~(Exact name of registrant as specified in its charter)

(949) 281-2606 (Address and telephone number of principal executive offices)

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)

~~Matthew~~James ~~Nicosia~~ Ballengee, Chief Executive Officer

~~Vivakor~~Kimberly Hawley, ~~Inc. 4101~~Chief ~~North~~Financial ~~Thanksgiving Way~~Officer

~~Lehi~~Vivakor, ~~UT 84043~~Inc.

~~(949)~~5220 ~~281-2606~~Spring Valley Road,

~~(Name,~~Suite ~~address, including zip code, and telephone number including area code, of agent for service)~~500

~~_________________~~Dallas, TX 75254

~~With~~(469) ~~copies to:~~480-7175

~~Joseph~~(Name, M.address, ~~Lucosky~~including zip code, ~~Esq.~~ and telephone number, including area code, of agent for service)

~~Scott~~COPIES ~~E. Linsky, Esq. Lucosky Brookman LLP 101 Wood Avenue South, 5th Floor Woodbridge, NJ 08830 Tel. No.~~TO: ~~(732) 395-4400 Fax No.: (732) 395-4401~~

~~_________________~~Craig V. Butler, Esq.

~~Approximate~~Law ~~date~~Offices of ~~commencement~~Craig ~~of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective~~V. Butler

If300 ~~any~~Spectrum ofCenter ~~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~~Drive, ~~check~~Suite ~~the following box. ☐~~300

~~If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act~~Irvine, ~~check~~CA ~~the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐~~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, ~~smaller reporting company,~~ or ana ~~emerging~~smaller ~~growth~~reporting company. See ~~the~~ definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company,” ~~and~~ ~~“emerging growth company”~~ in Rule 12b-2 of the Exchange Act. (Check one):

Large~~-Accelerated~~ ~~Filer~~accelerated filer ☐ Accelerated ~~Filer~~filer ☐ Non-~~Accelerated~~accelerated ~~Filer~~filer ☒☐ Smaller ~~Reporting~~reporting ~~Company~~company ☒☑ (Do not check if a smaller reporting company) Emerging ~~Growth~~growth ~~Company~~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 ~~financial~~ accounting standards provided ~~pursuant~~ to Section 7(a)(2)(B) of the Securities Act: . ☐

The registrant hereby amends this ~~Registration Statement~~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~~registration ~~Statement~~statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the ~~Registration~~registration ~~Statement~~statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

~~The~~Table ~~information~~of contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.Contents

~~PRELIMINARY~~The ~~PROSPECTUS~~information ~~SUBJECT~~in TOthis ~~COMPLETION~~prospectus ~~DATED~~is ~~September~~not ~~15,~~complete ~~2022~~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.

~~3,009,552~~Subject ~~Shares~~to ofCompletion, ~~Common~~Dated ~~Stock~~May 14, 2026

~~Vivakor, Inc.~~PROSPECTUS

~~This~~Up ~~prospectus relates~~ to ~~the offering and resale~~40, ~~from time to time~~686,375 ~~by the selling stockholders (the “Selling Stockholders”) identified herein, of up to 3,009,552~~ shares ~~(the “Shares”)~~ of common stock, par value $0.001 per share (“Common Stock”), of Vivakor, Inc. (the “Company”) that were issued to the Selling Stockholders in connection with an August 1, 2022 closing under a June 15, 2022 Membership Interest Purchase Agreement among the Company and the Selling Stockholders. We are not selling any of the Shares being offered under this prospectus and will not receive any proceeds from the sale or disposition of the Shares. The Selling Stockholders may sell or otherwise dispose of the shares of our Common Stock offered by this prospectus from time to time through the means described in this prospectus under the section titled “Plan of Distribution”. The Selling Stockholders will bear all commissions and discounts, if any, attributable to the sale or disposition of the Shares. We will bear all costs, expenses and fees in connection with the registration of the resale of the Shares. For a list of the selling stockholders, see the section titled “Selling Stockholders”.

~~Our Common Stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “VIVK.” On September 9~~VIVAKOR, ~~2022, the last reported sale price for our common stock on Nasdaq was $1~~INC.~~59.~~

WeThis prospectus ~~may~~relates ~~amend~~to orthe ~~supplement~~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 ~~from~~40,540,542 ~~time~~shares that certain of the Selling Stockholders may receive pursuant to ~~time~~the conversion of certain convertible promissory notes issued in the aggregate amount of $15,000,000 held by ~~filing~~such ~~amendments~~Selling orStockholders ~~supplements~~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 ~~required~~set forth in the convertible promissory note. ~~You~~The ~~should~~Company ~~read~~is registering 40,540,542 shares of Common Stock for issuance under the ~~entire~~convertible promissory ~~prospectus~~notes, ~~and~~which ~~any~~is ~~amendments~~the ormaximum ~~supplements~~amount of shares of Common Stock that can be issued upon conversion of $15,000,000 of ~~carefully~~principal ~~before~~under ~~you~~the ~~make~~convertible ~~your~~promissory ~~investment~~notes. ~~decision~~See the section entitled, “Selling Stockholders” for additional information regarding the Selling Stockholders.

WeThe ~~are~~Selling anStockholders ~~“emerging~~may ~~growth~~sell ~~company” and~~the ashares ~~“smaller~~of ~~reporting~~Common ~~company”~~Stock asat ~~defined~~prevailing ~~under~~market ~~the~~or ~~federal~~privately ~~securities~~negotiated ~~laws and~~prices, asincluding ~~such~~in one or more transactions that may take place by ordinary broker’s transactions, ~~are~~privately ~~eligible~~negotiated ~~for~~transactions ~~reduced~~or ~~public company~~through ~~reporting~~sales ~~requirements.~~to ~~See~~one ~~“Prospectus~~or ~~Summary — Implications~~more ofdealers ~~Being~~for anresale. ~~Emerging~~We ~~Growth~~will ~~Company~~not ~~and a~~realize ~~Smaller~~any ~~Reporting~~proceeds ~~Company”~~from sales by the Selling Stockholders.

~~Investing~~All incosts ~~our~~incurred ~~Common~~in ~~Stock~~the ~~should~~registration beof ~~considered speculative~~the ~~and~~shares ~~involves a high degree~~ of ~~risk.~~Common ~~See~~Stock ~~“Risk~~are ~~Factors”~~being ~~beginning~~borne onby ~~page 13 to read about~~ the ~~risks you should consider before buying shares of our Common Stock~~Company.

~~Neither~~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 ~~Exchange~~we ~~Commission nor~~may ~~any~~take ~~state~~advantage ~~securities~~of ~~commission~~certain ~~has~~exemptions ~~approved~~from orvarious ~~disapproved~~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 ~~these~~Section 404 ~~securities~~of orthe ~~determined~~Sarbanes-Oxley ifAct, ~~this~~reduced ~~prospectus~~disclosure isobligations ~~truthful~~regarding orexecutive ~~complete~~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. ~~Any~~ ~~representation~~This toprospectus complies with the ~~contrary~~requirements that apply to an issuer that is aan ~~criminal~~emerging ~~offense~~growth company.

Our common stock is listed on The ~~date~~Nasdaq ofCapital ~~this~~Market ~~prospectus~~under isthe symbol “VIVK”. On May 12, ~~2022~~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

		Page
MARKET AND INDUSTRY DATA		1
PROSPECTUS SUMMARY		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
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		26
SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS		27
USE OF PROCEEDS		2728
MARKET FOR OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS		28
DESCRIPTION OF SECURITIES		29
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS		29
BUSINESS		33
BUSINESS		36
LEGAL PROCEEDINGS		41
MANAGEMENT		53
LEGAL MATTERS		44
EXECUTIVE COMPENSATION		58
EXPERTS		44
PRINCIPAL SHAREHOLDERS		60
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS		44
SELLING STOCKHOLDERS		62
WHERE YOU CAN FIND MORE INFORMATION		44
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		63
DIVIDEND POLICY		64
DETERMINATION OF OFFERING PRICE		64
DESCRIPTION OF SECURITIES		65
PLAN OF DISTRIBUTION		69
LEGAL MATTERS		71
EXPERTS		71
WHERE YOU CAN FIND MORE INFORMATION		71
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

You should rely only on information contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. We have not authorized anyone to provide you with additional information or information different from that contained in this prospectus or in any free writing prospectus. Neither the delivery of this prospectus nor the sale of our Common Stock means that the information contained in this prospectus or any free writing prospectus is correct after the date of this prospectus or such free writing prospectus. This prospectus is not an offer to sell or the solicitation of an offer to buy our Common Stock in any circumstances under which the offer or solicitation is unlawful or in any state or other jurisdiction where the offer is not permitted.

No person is authorized in connection with this prospectus to give any information or to make any representations about us, the Common Stock offered hereby or any matter discussed in this prospectus, other than the information and representations contained in this prospectus. If any other information or representation is given or made, such information or representation may not be relied upon as having been authorized by us.

We also use certain trademarks, trade names, and logos that have not been registered. We claim common law rights to these unregistered trademarks, trade names and logos.

~~PROSPECTUS~~Table ~~SUMMARY~~of Contents

~~This~~MARKET ~~summary~~AND ~~highlights~~INDUSTRY selected information appearing elsewhere in this prospectus. Because this is only a summary, it does not contain all of the information you should consider before investing in our securities. You should read this prospectus carefully, especially the risks and other information set forth under the heading “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus before making an investment decision. Our fiscal year end is December 31 and our fiscal years ended December 31, 2021 and December 31, 2020 are sometimes referred to herein as fiscal years 2021 and 2020, respectively. Some of the statements made in this prospectus discuss future events and developments, including our future strategy and our ability to generate revenue, income and cash flow. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those contemplated in these forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements”. Unless otherwise indicated or the context requires otherwise, the words “we,” “us,” “our,” the “Company,” or “our Company,” and “Vivakor” refer to Vivakor, Inc., a Nevada corporation, and its wholly owned subsidiaries.DATA

OnThis ~~February~~prospectus ~~14,~~includes ~~2022,~~estimates weregarding ~~effected~~market aand ~~1-for-30~~industry ~~reverse split~~data ofthat ~~our~~we ~~authorized~~prepared ~~and~~based ~~outstanding~~on ~~shares~~our ofmanagement’s ~~common~~knowledge ~~stock~~and (experience in the ~~“Reverse~~markets ~~Stock~~in ~~Split”)~~which ~~via~~we ~~the~~operate, ~~filing~~together ofwith ainformation ~~certificate of~~obtained ~~change~~from ~~with~~various ~~the~~sources, ~~Nevada~~including ~~Secretary~~publicly ofavailable ~~State.~~information, Asindustry areports ~~result~~and ofpublications, ~~the~~surveys, ~~Reverse~~our ~~Stock~~customers, ~~Split~~distributors, ~~all~~suppliers, ~~authorized~~trade and ~~outstanding~~business ~~common~~organizations ~~stock,~~and ~~preferred stock,~~other ~~and~~contacts ~~per~~in ~~share~~the ~~amounts~~markets in ~~this~~which ~~prospectus,~~we ~~including~~operate. In some cases, ~~but~~we do not ~~limited~~expressly refer to, the ~~consolidated~~sources ~~financial~~from ~~statements~~which this data is derived. Management estimates are derived from publicly available information released by independent industry analysts and ~~footnotes~~third-party ~~included herein~~sources, ~~have~~as ~~been~~well ~~adjusted~~as todata ~~reflect~~from ~~the~~our ~~Reverse~~internal ~~Stock~~research, ~~Split~~and ~~for~~are ~~all~~based ~~periods~~on ~~presented~~assumptions made by us upon reviewing such data and our knowledge of such industry and markets which we believe to be reasonable.

~~Overview~~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.

We are a socially responsible operator, acquirer and developer of clean energy technologies and environmental solutions. Our current efforts are primarily focused on soil remediation and owning and operating crude oil gathering, storage and transportation facilities. We specialize in the remediation of soil and the extraction of hydrocarbons, such as oil, from properties contaminated by or laden with heavy crude oil and other hydrocarbon-based substances. Our patented process allows us to successfully recover the hydrocarbons which we believe could then be used to produce asphaltic cement and/or other petroleum-based products.

We are focused on the remediation of contaminated soil and water resulting from either man-made spills or naturally occurring deposits of oil. Our primary focus has been the remediation of oil spills resulting from the Iraqi invasion of Kuwait and naturally occurring oil sands deposits in the Uinta basin located in Eastern Utah. We plan to expand into other markets, both in Utah and globally, where we believe our technology and services will provide a distinct competitive advantage over our competition.

Our current focus is on the clean-up of greater than 7% hydrocarbon contaminated soil located in Kuwait as a result of the Iraqi invasion, and naturally occurring oil sands deposits in Utah. We have deployed two RPC units to date including one unit to Kuwait (for which operations were temporarily suspended due to COVID-19) and another to Vernal, Utah (which is presently operating). We expect to deploy two additional RCPs to Vernal, Utah and believe that there may be an opportunity to deploy additional RPCs in Utah as well as to Kuwait and the Middle East.

Market Opportunity

We believe that the market for remediating oil from both soil and water is significant. According to Grandview Research, the market for environmental clean-up of oil spills will reach $177 billion by 2025. We believe that a large portion of that market will originate from contamination of more than 7% hydrocarbon content and that our technology is currently the only one that can economically remediate these environmental disasters, while allowing for the capture and reuse of the crude.

In addition, we believe that the heavy crude that we have been recovering in Utah is ideal for producing asphaltic cement. The demand for asphaltic cement in the United States is presently estimated to be $93 billion this year according to Transparency Market Research. We provided our material to asphalt companies for testing to determine what modifications, if any, needed to be made to meet general asphalt specifications. We recently received notification that our asphaltic cement now meets the general classification of AC20 asphaltic cement and that it passed the specifications of several potential clients. We are expecting several orders in the near term and we believe that we will be able to offer our product at very competitive prices and in an environmentally friendly manner.

~~Revenue~~Table of Contents

~~Remediation~~CERTAIN ~~Processing~~TRADEMARKS, ~~Centers~~TRADE NAMES AND SERVICE MARKS

WeThis ~~presently~~prospectus ~~have~~includes ~~two~~trademarks ~~projects~~and ~~utilizing~~service ~~our~~marks ~~first two~~owned ~~manufactured~~by ~~RPCs~~us, -including, without limitation, Vivakor, and our ~~project~~logo, inwhich ~~Kuwait~~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 ~~was~~are ~~temporarily~~the ~~suspended~~property ~~due~~of their respective owners. Solely for convenience, trademarks, trade names and service marks referred to ~~COVID-19)~~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 ~~project~~use inor ~~Vernal~~display of other parties’ trademarks, ~~Utah~~trade ~~(which is~~names ~~currently~~or ~~operating)~~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.

In Kuwait, pursuant to an agreement with Al Dali International Co., a company organized under the laws of Kuwait (“DIC”), we will receive $50,000 for the successful remediation of the first 100 tons ($500 per ton) under its subcontractor services for the Kuwait Oil Company (“KOC”) Remediation Contract. In addition, we will receive $20 per treated ton of soil after the initial 100 tons. The treatment process using the RPC plants is anticipated to generate a bitumen sub-product. We have agreed with DIC to sell this sub-product and share the net profits equally (50% to the us and 50% to DIC), after allocating 30% of the net profits to DIC in the form of a sales and marketing payment, which will be invoiced on a monthly basis, in accordance with the Agreement. Pursuant to the Agreement, we will have a stockpile of at least 444,311 tons with at least 5% oil contamination for us to remediate.

Our RPC situated in Vernal, Utah has the capacity to process 500 tons or more of naturally occurring oil sands deposits per day. We estimate that if the extracted material is composed of at least 10% oil, we will recover approximately 250 barrels of extracted hydrocarbons each day, which could then be sold for energy or converted to asphaltic cement and sold for use in roads at higher prices.

We provide precious metal extraction services on a service fee basis for customers. We also market and sell the precious metals we have extracted from our own soils. As we continue our efforts, we anticipate increased opportunities to monetize our precious metals end product.

Kuwait Project

The United Nations (UN) had allocated up to $14.7 billion for post-Iraq war reparations in order to clean up Kuwait. Kuwait suffered extensive contamination as a result of the 1991 Persian Gulf War. At the close of the Gulf War, Saddam Hussein ordered Kuwaiti oil wells to be blown up, resulting in the destruction of approximately 600 oil wells. The damage resulting from such fires, which burned for seven months, included a layer of hardened “tarcrete,” caused by the sand and gravel on the land's surface combining with oil and soot, forming over almost 5% of the country's area.

We were engaged by a subcontractor, DIC, which is approved by KOC for the Kuwait Environmental Remediation Program (“KERP”) project.

Our technology has been successful in reducing the amount of contaminated material in Kuwait from 20% hydrocarbon contamination to just 0.2% hydrocarbon contamination, based on third party independent testing performed by ALS Arabia in March 2020. We believe we possess the only technology that has been successful at remediating such highly contaminated soil (defined as anything above 20% hydrocarbon contamination), while also returning usable hydrocarbons.

The KERP project is anticipated to involve approximately 26 million cubic meters of contaminated oil sands requiring remediation. We expect that as much as 20% of the contaminated soil will contain more than 5% hydrocarbon contamination. Our agreement with DIC is for cleanup of a portion of the KERP project.

The oil recovered from these projects in Kuwait is considered a sovereign asset, so the ability to reclaim this asset also creates a social value for the country. In order to remediate all of the contaminated sand exhibiting greater than 7% contamination in the timeframe required by the UN, the Company anticipates obtaining further agreements through KOC to expand its service contract to deploy 10 RPC units to Kuwait over the next several years.

OnTable December 14, 2021, we, together with our subsidiary, Vivaventures Energy Group, Inc., entered into a Services Agreement (the “Services Agreement”) with Al Dali International Co., a company organized under the laws of Kuwait (“DIC”). The Government of Kuwait and the United Nations, acting through the Kuwait Oil Company (“KOC”) has awarded to Enshaat Al Sayer rights to remediate contaminated soil under the Kuwait Remediation Program pursuant to the South Kuwait Excavation, Transportation and Remediation Project (“KOC Remediation Contract”). To fulfill its role, Enshaat Al Sayer has engaged the Company, through the Company’s agreement with DIC, to perform contaminated soil treatment for the KOC Remediation Contract using the Company’s patented technology for extracting hydrocarbons, through the Company’s Remediation Processing Center (“RPC”) plants. The Services Agreement is subject to DIC and Enshaat Al Sayer entering into a subcontractor agreement and the Company has received a notice letter from such parties, which confirms that such subcontractor agreement has been entered into and is in full force and effect. Such subcontractor agreement is subject to termination upon terms substantially similar to those set forth in the Services Agreement, specifically, providing for a 42-month term with termination upon (i) written consent of both parties; (ii) bankruptcy, dissolution or similar event; (iii) for material breach that is not cured within 60 days’ notice thereof (other than non-payment, which is not subject to a cure period); and (iv) non-approval of total optimized study including the bench scale study and pilot plant commissioning results by KOC.Contents

~~Pursuant~~ABOUT toTHIS the Services Agreement, the Company and DIC will work together in performing remediation treatment services as subcontractors to Enshaat Al Sayer for the KOC Remediation Contract. Under the Agreement, the Company will supply one pilot RPC plant already located in Kuwait, one 40-ton per hour RPC plant, and one technical expert to oversee the hydrocarbons contaminated soil treatment service operations pertaining to this contract.PROSPECTUS

~~The~~This ~~Company~~prospectus ~~will~~is ~~receive~~part ~~$50,000 for the successful remediation~~ of ~~the~~a ~~first~~registration ~~100~~statement ~~tons~~on ~~($500~~Form ~~per~~S-1 ~~ton)~~that ~~under~~we ~~its~~filed ~~subcontractor~~with ~~services for~~ the ~~KOC Remediation Contract~~U. ~~In addition, the Company will receive $20 per treated ton of soil after the initial 100 tons~~S. ~~The~~Securities ~~treatment~~and ~~process~~Exchange ~~using~~Commission (the ~~RPC plants is anticipated to generate a bitumen sub-product~~“SEC”). ~~The~~You ~~Company~~should ~~and~~read ~~DIC have agreed to sell~~ this ~~sub-product~~prospectus and ~~share~~ the ~~net~~information ~~profits equally (50% to the Company~~ and ~~50%~~documents toincorporated ~~DIC),~~herein ~~after~~by ~~allocating~~reference ~~30%~~carefully. ofSuch ~~the~~documents ~~net~~contain ~~profits~~important toinformation ~~DIC~~you inshould ~~the~~consider ~~form~~when ofmaking ayour ~~sales~~investment ~~and~~decision. ~~marketing~~See ~~payment,~~“Where ~~which~~You ~~will~~Can beFind ~~invoiced~~Additional ~~on a~~Information” ~~monthly basis,~~ in ~~accordance~~this ~~with the Agreement~~prospectus. ~~Pursuant to the Agreement, we will have a stockpile of at least 444,311 tons with at least 5% oil contamination for us to remediate.~~

~~Pursuant~~You toshould ~~the~~rely ~~Agreement,~~only weon ~~will~~the ~~provide~~information ~~our pilot~~contained ~~RPC~~in ~~plant~~or ~~(already~~incorporated inby ~~Kuwait)~~reference ~~within~~into ~~two~~this toprospectus. ~~four~~We ~~months~~have ~~after~~not ~~retrofitting,~~authorized ~~and~~anyone ~~within~~to ~~one~~provide ~~year~~you ofwith ~~certain~~information ~~contract~~different ~~milestones~~from, ~~including~~ ~~the~~or ~~successful~~in ~~testing~~addition ofto, ~~the~~that ~~first~~contained ~~100~~in ~~tons,~~or weincorporated ~~will~~by ~~provide~~reference ainto ~~RPC~~this ~~plant~~prospectus. ~~capable~~This ofprospectus ~~processing~~is 40an ~~tons~~offer ofto ~~soil~~sell ~~per~~only ~~hour.~~the ~~We will~~securities ~~bear~~offered ~~the~~hereby ~~cost~~but ofonly ~~the~~under ~~related~~circumstances ~~manufacturing,~~and ~~deployment,~~in ~~break-down~~jurisdictions ~~and~~where ~~spare~~it ~~parts~~is oflawful ~~the~~to ~~RPCs~~do so. The ~~RPC~~information ~~plant~~contained ~~remediation~~in ~~services must~~or ~~reduce~~incorporated ~~TPH~~by ~~contamination~~reference tointo ~~less~~this ~~than~~prospectus ~~1%.~~is ~~DIC~~current ~~will~~only ~~provide~~as ~~all~~of ~~other~~their ~~costs~~respective ~~for~~dates ~~bonds~~or on the date or dates that are specified in those documents. Our business, ~~infrastructure~~financial condition, ~~and~~results of operations ofand ~~the~~prospects ~~plant~~may have changed since those dates.

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

InUnless ~~addition~~otherwise toindicated, ~~managing~~information contained in this prospectus or incorporated by reference herein concerning our industry and the ~~projects~~markets in ~~Kuwait, the~~which UNwe operate is ~~overseeing~~based ~~the~~on ~~funds~~information ~~allocated~~from toindependent ~~the~~industry ~~remediation~~ and ~~clean~~research organizations, other third-upparty ofsources ~~the~~(including ~~Ogoni~~industry ~~Lands~~publications, insurveys ~~Africa~~and forecasts), ~~which~~and ismanagement ~~estimated~~estimates. toManagement ~~contain~~estimates ~~millions of~~are ~~tons~~derived offrom ~~both~~publicly ~~contaminated~~available ~~soil~~information released by independent industry analysts and ~~water~~third-party sources, as well as data from our internal research, and ~~has~~are ~~allocated~~based ~~significant~~on ~~funding~~assumptions ~~for~~made ~~its~~by ~~cleanup.~~us ~~Taking~~upon ~~into~~reviewing ~~consideration~~such ~~this~~data ~~particular environmental~~and ~~disaster~~our knowledge of such industry and markets, ~~plus~~which ~~other~~we ~~global~~believe ~~oil~~to ~~contamination~~be ~~projects~~reasonable. ~~involving~~Although ~~oversight~~we bybelieve the UNdata from these third-party sources is reliable, ~~together~~we ~~with~~have ~~our~~not ~~successful~~independently ~~testing on~~verified ~~the~~any UNthird-~~managed~~party ~~SEED~~information. ~~Project~~In addition, projections, assumptions and estimates of the future performance of the industry in ~~Kuwait~~which we operate and our ~~recent~~future ~~agreement~~performance ~~with~~are ~~DIC,~~necessarily wesubject ~~believe~~to weuncertainty ~~will~~and berisk due to a ~~contender~~variety ~~for~~of ~~significant~~factors, ~~additional contracts~~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.

~~Vernal,~~Table ~~Utah~~of ~~Project~~Contents

~~The~~CAUTIONARY ~~State~~NOTE ofREGARDING Utah has, according to the U.S. Geological Survey, approximately 14 billion barrels of measured oil in place with an additional estimated 23 to 28 billion barrels of oil contained in contaminated oil sands that are deposited near the ground surface. We believe that the crude from these oil sands can be turned into asphaltic cement for making roads, or upgraded for polymers or fuel. Vernal is the county seat, and largest city in Uintah County, located in northeastern Utah, approximately 175 miles east of Salt Lake City, and 20 miles west of the Colorado border. In June 2021, we entered into an agreement with the owner of such parcel of land that permitted us to continue to operate on the land on a monthFORWARD-~~to-month~~LOOKING basis. In March 2022, we entered into a land lease with the land owner for a five year term, with an optional 5 year extension, allowing us to process up to 2,000 tons per day of oil sand material, with a guarantee by the land owner to deliver material with a minimum of 10% hydrocarbon by weight, which would produce up to 200 tons of asphalt cement product per day when processed through four of our patented RPCs.STATEMENTS

~~The~~When ~~Vernal~~used ~~property~~in ~~contains~~this ~~approximately~~prospectus, ~~100 million~~including ~~cubic~~the ~~yards~~documents ofthat ~~oil~~we ~~sand~~have ~~material~~incorporated ~~available~~by ~~for~~reference, ~~processing.~~in ~~The~~future ~~property~~filings iswith ~~located~~the onSEC ~~approximately~~or ~~600~~in ~~acres.~~press Wereleases ~~believe~~or ~~that we~~other ~~could~~written ~~ultimately~~or ~~recover~~oral ascommunications, ~~much~~statements which are not historical in nature, including those containing words such as 40“believe,” ~~million~~“expect,” ~~barrels~~“anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “may” or the negative of ~~oil~~these ~~from~~words ~~this~~and ~~property~~phrases asor asimilar ~~whole~~words ifor wephrases which are ~~able~~predictions toof ~~economically~~or ~~scale~~indicate ~~our operations~~future ~~and~~events ~~obtain~~or ~~further~~trends ~~land~~and ~~leases~~which ~~from~~do ~~the~~not ~~land~~relate ~~owner.~~solely Weto ~~believe~~historical matters, ~~based~~are onintended to identify “forward-looking statements” within the ~~number~~meaning of ~~estimated~~the ~~barrels~~Private Securities Litigation Reform Act of 1995 ~~oil~~(set ~~contained~~forth in ~~oil~~ ~~sands~~Section 27A ~~deposits~~of ~~located~~the onSecurities ~~SITLA~~Act of 1933, ~~property~~as amended (the “Securities Act”), ~~that~~and ifSection 21E of the ~~State~~Securities Exchange Act of 1934, ~~Utah~~as ~~would~~amended ~~allow~~(the us“Exchange Act”)). In particular, statements pertaining to ~~process~~our ~~the~~trends, ~~oil~~liquidity ~~sand~~and ~~material~~capital onresources, ~~these~~among ~~properties over~~others, ~~the~~contain ~~next~~forward-looking ~~thirty~~statements. ~~years~~You ~~that~~can wealso ~~would~~identify ~~need~~forward-looking asstatements ~~many~~by asdiscussions ~~100~~of ~~RPCs~~strategy, toplans ~~process~~or ~~the~~intentions. ~~oil~~Examples ~~sands~~of ~~deposits~~forward-looking ~~owned~~statements byinclude, ~~the~~but ~~State~~are ofnot ~~Utah.~~limited to, statements about the following:

~~Material~~● ~~extracted from~~ our ~~Vernal~~prospects, ~~Utah~~including ~~project can~~our befuture ~~sold~~business, ~~for~~revenues, ~~energy~~expenses, ornet ~~converted~~income, ~~into~~earnings ~~asphaltic~~per ~~cement~~share, ~~which~~gross wemargins, ~~believe~~profitability, iscash ~~less~~flows, ~~affected~~cash byposition, ~~daily~~liquidity, ~~changes~~financial incondition ~~oil~~and ~~prices.~~results ~~With~~of ~~our one~~operations, ~~RPC~~backlog ~~unit,~~of ~~assuming~~orders ~~full~~and ~~utilization~~revenue, weour ~~anticipate~~targeted ~~producing~~growth ~~approximately~~rate, 50our ~~tons~~goals offor ~~asphaltic~~future ~~cement~~revenues ~~per~~and ~~day.~~earnings, Weand ~~anticipate~~our ~~that we~~expectations ~~will~~about berealizing ~~able~~the torevenues ~~sell~~in our ~~asphaltic~~backlog ~~cement~~and ~~for,~~in ~~referencing~~our ~~present~~sales ~~pricing, approximately $575 per ton.~~pipeline;

~~Crude~~● ~~Oil~~the ~~Gathering~~effects on our business, ~~Storage~~financial condition and ~~Transportation~~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;

On● ~~August~~the 1,effects ~~2022, we acquired 100%~~ of ~~the outstanding~~fluctuations ~~ownership~~in ~~interests~~sales ofon ~~Silver~~our ~~Fuels~~business, ~~Delhi~~revenues, ~~LLC~~expenses, anet ~~Louisiana~~income, ~~limited~~earnings ~~liability~~per ~~company~~share, ~~(“SFD”) and White Claw Colorado City~~margins, ~~LLC~~profitability, acash ~~Texas~~flows, ~~limited~~capital ~~liability~~expenditures, ~~company (“WCCC”)~~liquidity, ~~which~~financial ~~are~~condition ~~now~~and ~~wholly-owned~~results ~~subsidiaries~~ of ~~ours, and are generating revenue.~~operations;

~~SFD~~● ~~owns~~our ~~and operates a crude oil gathering~~products, ~~storage~~services, ~~and~~ ~~transportation~~technologies ~~facility~~and ~~located on approximately 9.3 acres near Delhi~~systems, ~~Louisiana.~~including ~~Under~~their ~~existing~~quality ~~agreements,~~and aperformance ~~subsidiary~~in ofabsolute aterms ~~large NYSE~~and ~~traded~~as ~~energy~~compared ~~company~~to ~~(the~~competitive ~~“Purchaser”)~~alternatives, istheir ~~obligated~~benefits to ~~purchase~~our ~~blended~~customers ~~crude~~and ~~oil~~their ~~from~~ability ~~SFD in amounts up~~ to ~~60,000~~meet ~~barrels per~~our ~~month.~~customers’ ~~With prior approval~~requirements, ~~SFD~~and isour ~~eligible~~ability to ~~sell~~successfully todevelop the Purchaser amounts greater than 60,000 barrels of crude oil per month. Additionally, for a period of 10 years, SFD is, under existing crude oil supply agreements with WC Crude, guaranteed a minimum gross margin of $5.00 per barrel on all quantities of blended crude oil sold thereunder. At present, SFD is blending and ~~selling~~market ~~approximately~~new 1products,~~400~~ ~~to 1~~services,~~700 barrels~~ oftechnologies blended crude oil on a daily basis. Additionally, the acquisition of SFD provides us with the infrastructure needed to place a Remediation Processing Machine (“RPC”) to clean soil which has been contaminated by hydrocarbons as well as tank bottom sludge. Management believes SFD’s location in the heart of the Smackover formation would provide the Company with access to significant amounts of tank bottom sludge and ~~contaminated soil.~~systems;

~~WCCC~~● ~~owns~~our ~~a 120~~markets,~~000~~ ~~barrel~~including ~~crude~~our ~~oil~~market ~~storage tank,~~position ~~in the heart of the Permian Basin, located near Colorado City, Texas. The storage tank is presently connected to the Lotus pipeline system~~ and ~~the~~our ~~Company~~market intends to further connect the tank to major pipeline systems. Under the terms of an existing agreement, WC Crude has agreed to lease the oil storage tank for a period of 10 years. As with SFD, WCCC would provide the Company with the infrastructure to blend and sell oil which has been recovered via a RPC machine from tank bottom sludge and contaminated soil which exists in the Permian Basin.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;

~~Competitive~~Table ~~Strengths~~of ~~and Growth Strategy~~Contents

~~Remediation~~● ~~Processing~~the ~~Centers~~capital costs required for drilling, completion and production activities, which could be significantly more than anticipated;

We● ~~are focused on~~ the ~~remediation~~ability ofto ~~contaminated soil~~access, and ~~water~~cost ~~resulting from either man-made spills or naturally occurring deposits~~ of oil. Our primary focus has been the remediation of oil spills resulting from the Iraqi invasion of Kuwait and naturally occurring oil sands deposits in the Uinta basin located in Eastern Utah. We plan to expand into other markets, ~~both in Utah and globally, where we believe our technology and services will provide a distinct competitive advantage over our competition.~~capital;

~~Crude~~● ~~Oil~~prevailing ~~Gathering,~~oil ~~Storage~~ and ~~Transportation~~natural gas prices;

~~Through~~● ~~recent acquisitions, we have entered into a synergistic segment of~~ the ~~energy~~availability ~~industry,~~to ~~which~~our ~~entails~~customers ~~a combination~~ of asuitable ~~crude~~drilling ~~oil gathering~~equipment, ~~storage,~~production and transportation. ~~In addition, these facilities feature long-term ten year take or pay contracts, which may provide Vivakor with the~~ infrastructure ~~to blend~~ and ~~sell~~ ~~oil,~~qualified ~~which~~operating ~~has been recovered via Vivakor's RPC machine from tank bottom sludge and contaminated soil which exists in the Permian Basin.~~personnel;

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

We● ~~believe~~regulatory ~~the following strengths provide us with a distinct competitive advantage and will enable us to effectively compete on a global basis:~~developments;

·● ~~Proprietary~~the ~~patented~~domestic ~~technology;~~and ·foreign ~~Environmental~~supply ~~advantages;~~of, ·and ~~Strong~~demand ~~relationships~~for, ~~with~~crude ~~customers~~oil, natural gas, and ~~regulatory~~other ~~agencies;~~energy ~~and~~sources, ·including ~~Experienced~~the impact of actions relating to oil price and ~~highly-skilled~~production ~~management,~~controls ~~Board~~by ofOPEC+ ~~Directors~~with respect to oil production levels and ~~Advisory~~announcements ~~Board.~~of potential changes to such levels;

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

In● ~~total,~~the ~~we,~~risk ~~together~~that ~~with~~we ~~our~~may ~~subsidiaries, have~~not ~~intellectual~~realize ~~property that is in~~ the ~~form~~anticipated ofbenefits ~~both proprietary knowledge~~ and ~~patents.~~synergies ~~Our~~from ~~patent~~our ~~portfolio consists of four issued U.S. patents~~acquisitions, ~~one~~including ~~pending international patent application filed through~~ the ~~Paris~~Endeavor ~~Cooperation~~Entities ~~Treaty (PCT)~~acquisition, ~~and~~as ~~one~~previously ~~pending patent application in Kuwait. In addition, we have licensed from our partners the right to use additional patented technologies.~~announced;

We● ~~presently~~actions ~~have~~taken ~~two~~by USthe ~~patent~~federal or state governments, such as executive orders, tariffs on imported goods and ~~pending~~commodities, ~~foreign applications~~or ~~related~~new toor ~~our~~expanded ~~RPCs~~regulations, that may impact future energy production in the U.S. and ~~two~~any ~~issued~~acceleration USof ~~patents~~the ~~related~~domestic and/or international transition to ~~our~~a ~~other~~low-carbon ~~remediation~~economy ~~technologies~~as a result of the Inflation Reduction Act, Pub. L. 117-169, or otherwise;

We● ~~believe,~~changes ~~based~~in onlaws ~~direct~~ and ~~ongoing~~regulations ~~conversations with~~(or ~~our~~the ~~customers~~interpretation ~~and third-party independent test results~~thereof), ~~that~~including ~~our~~those ~~technology~~related isto ~~the~~hydraulic ~~only~~fracturing, ~~commercially~~accessing ~~available~~water, ~~technology~~disposing ~~that~~of ~~can not~~wastewater, ~~only~~transferring ~~clean~~produced ~~soil~~water, ~~that~~interstate ~~contains~~brackish ~~greater~~water ~~than~~transfer, 7%carbon ~~hydrocarbon~~pricing, ~~but~~pipeline ~~also~~construction, ~~preserves~~taxation ~~the~~or ~~hydrocarbons~~emissions, ~~extracted~~leasing, ~~from~~permitting ~~such~~or ~~soil~~drilling ~~for~~and ~~future use.~~various Weother ~~believe~~environmental ~~that this provides us with a true competitive advantage.~~matters;

~~Our~~● ~~main~~the ~~technology~~severity ~~has been tested~~ and ~~validated for~~duration ~~all~~ of ~~its~~world ~~claims~~health ~~by separate~~events, ~~independent~~natural ~~expert~~disasters ~~firms~~or ~~both~~inclement inor ~~the~~hazardous ~~United~~weather ~~States~~conditions, ~~and~~including ~~the~~cold ~~Middle~~weather, ~~East~~freezes, ~~whose~~hurricanes, ~~reports confirm that we have reclamation technology~~droughts, ~~which has been tested and reviewed~~earthquakes, ~~that~~flooding ~~possesses the ability to clean soil with more than 7% hydrocarbon contamination~~ and ~~still leave the recovered hydrocarbons in a usable state.~~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.

~~Environmental~~Table ~~Advantages~~of Contents

~~Among~~These statements are necessarily subjective, are based upon our ~~key~~current ~~corporate~~plans, intentions, objectives, isgoals, tostrategies, bebeliefs, ~~at the~~projections ~~forefront~~and ofexpectations, ~~social~~and ~~responsibility~~involve ~~for~~known ~~its~~and ~~technological~~unknown ~~impact.~~risks, Weuncertainties ~~strive~~and ~~for~~other ~~all~~important offactors that could cause our ~~systems~~actual toresults, ~~ultimately~~performance ~~become~~or ~~closed~~achievements, ~~loop systems~~or industry results, to ~~minimize~~differ ~~adverse~~materially ~~impacts~~from onany ~~air~~future ~~quality~~results, ~~and~~performance ~~reduce~~or ~~the~~achievements ~~need~~described ~~for~~in ~~use~~or ofimplied ~~clean~~by ~~water~~such statements. ~~Our~~Actual ~~ability~~results tomay ~~turn~~differ ~~waste~~materially ~~into~~from ~~value~~expected ~~is in~~results ~~line~~described ~~with~~in ~~this~~our ~~core~~forward-looking ~~objective.~~statements, ~~Our~~including ~~remediation~~with ~~projects~~respect into ~~Kuwait~~correct ~~are~~measurement ~~expected~~and toidentification ~~reduce~~of ~~emissions~~factors ~~from~~affecting ~~vaporization~~our ofbusiness or the ~~oil~~extent ~~spilled in~~of ~~the~~their ~~soil.~~likely ~~The~~impact, ~~ability~~the toaccuracy ~~clean~~and ~~produced~~completeness ~~water~~of ~~from~~the ~~oil~~publicly-available ~~production~~information ~~can~~with ~~eliminate~~respect to the ~~need~~factors ~~for~~upon ~~evaporation~~which ~~ponds,~~our ~~improving~~business ~~air~~strategy ~~quality and~~is ~~saving~~based, onor the ~~use~~success of ~~clean~~our ~~water~~business.

WeForward-looking ~~believe~~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 ~~technology~~performance or results may be achieved. Forward-looking statements are based on information available at the time those statements are made and ~~service~~management’s ~~offerings will~~belief ~~position~~as usof ~~well~~that time with respect to ~~conduct~~future ~~our~~events ~~business~~and inare ~~any~~subject ~~geographical~~to ~~region~~risks and uncertainties that could cause actual performance or results to differ materially from those expressed in ~~which~~or ~~soil~~suggested by the forward-looking statements. Important factors that may cause actual results, our performance or ~~water~~achievements, ~~has~~or ~~been~~industry ~~contaminated~~results to differ materially from those contemplated by ~~hydrocarbons~~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.

Strong Relationships with Customers and Regulatory Agencies

We have developed close relationships with customers and government agencies, including SITLA and the KOC. We anticipate receiving access to additional oil sands deposits located in Utah from SITLA, based on our existing relationship with SITLA and our conversations with them. Indeed, our relationships have helped give rise to our December 2021 agreement with DIC in Kuwait, which will result in our having a stockpile of at least 444,311 tons with at least 5% oil contamination for us to remediate. We also anticipate receiving additional contracts from KOC to remediate contaminated properties in Kuwait, based on our existing relationship with KOC and conversations with them.

Experienced and Highly Skilled Management, Board of Directors and Advisory Board

Our management team has started and successfully grown numerous technology-based companies and has utilized this experience to develop a strategic vision for the Company. The implementation of this plan has resulted in the acquisition and in-house development of numerous technologies, which are currently in operation. We have demonstrated the effectiveness of our technologies in both Vernal, Utah and Kuwait, accomplishing the clean-up of contaminated areas while also recovering precious metals through our metallic separation technology.

Our Board of Directors is comprised of accomplished professionals who bring decades of experience to the Company. Our Board of Directors includes a director who has served as a member of the Executive Committee of one of the largest global accounting firms and has served on the Board of Directors of two multi-billion dollar publicly traded companies, a successful investor and entrepreneur who has founded and provided initial financing for numerous life science companies, several of which have grown to multi-billion dollar publicly traded companies, and the mayor of a city in Utah.

In addition, we have an Advisory Board comprised of former senior members of oil and gas companies, both in the United States and in the Middle East. Our Advisory Board is led by one member who is an accomplished business professional and a member of a royal family based in the Middle East and another member who is an experienced health and safety expert operating in the oil and gas industries.

We rely on our Board of Directors and Advisory Board to provide it both high level advice and guidance along with using their contacts to help open various markets. Additionally, the Advisory Board acts as a preliminary informal sounding board for the Board and management for these particular areas in which the Advisory Board members have expertise. We believe the combination of our management team, Board of Directors and Advisory Board provides us with a significant competitive advantage over our competitors due to their breadth of experiences and relationships.

~~Growth~~Table ~~Strategies~~of Contents

~~Remediation~~PROSPECTUS ~~Processing Centers~~SUMMARY

WeVIVAKOR, ~~will strive to grow our RPC business by pursuing the following strategies:~~INC.

·Vivakor, ~~Expansion~~Inc. ofwas ~~our~~originally ~~oil~~organized ~~recovery projects~~ in ~~Utah;~~2006 ·as ~~Expansion~~a ofNevada ~~our~~limited ~~remediation~~liability ~~projects~~company inand ~~Kuwait;~~converted ·to ~~Expansion~~a ~~into~~Nevada ~~new~~corporation ~~and~~in ~~complementary~~2008. ~~markets;~~Since ·then, ~~Increase~~we ofhave ~~revenue~~grown ~~via~~through ~~new~~strategic ~~service~~acquisitions and ~~product~~the ~~offerings;~~development ·of ~~Strategic~~our ~~acquisitions~~integrated ~~and~~midstream ~~licenses~~platform, ~~targeting~~which ~~complementary~~provides ~~technologies;~~crude oil transportation, terminaling, and ·marketing ~~Redeployment~~services ofacross ~~the~~major ~~metallic~~U.S. ~~separation~~producing ~~technologies~~basins.

~~Expansion~~Key milestones include the 2022 acquisition of ~~our~~terminaling ~~Oil~~facilities ~~Recovery~~in ~~Projects~~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 ~~Utah~~Kuwait achieving Category A approval under the United Nations-funded Kuwait Environmental Remediation Project.

~~The State of Utah has~~Today, ~~according to~~ the ~~U.S.~~Company ~~Geological Survey,~~operates ~~approximately~~through 14a ~~billion~~network ~~barrels~~ of ~~measured~~wholly-owned ~~oil~~and inmajority-owned ~~place~~subsidiaries ~~with an additional estimated 23 to 28 billion barrels of oil contained in contaminated oil sands~~ that ~~are~~support ~~deposited near~~ the ~~ground~~integrated ~~surface.~~management ~~The majority~~ of ~~these~~its ~~oil~~transportation ~~sands deposits are located on land owned by SITLA. While our current project in Vernal~~terminaling, ~~Utah is not located on SITLA land and we do not yet have a definitive agreement~~marketings, SITLA has expressed an interest in providing us leased access to these lands in exchange for a royalty to be paid by us in an amount equal to 8% of all revenue generated from any hydrocarbon-based products produced by us from hydrocarbons extracted from these lands. All royalty payments to SITLA would result in direct funding to the State’s school system. We will seek to acquire additional properties and ~~mineral~~ ~~rights~~remediation ~~in the vicinity of Vernal, Utah from individual land owners and the State of Utah~~activities.

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

Our ~~RPC~~crude ~~technology~~oil ~~was~~transportation ~~successfully~~segment ~~used~~includes intrucking ~~our initial~~and ~~project~~pipeline ~~for~~operations ~~KOC~~serving inkey ~~Kuwait,~~producing ~~where we removed hydrocarbons from soil with more than 7% contamination and~~regions, ~~following~~including ~~the~~Permian ~~process~~Basin, ~~the~~ ~~hydrocarbon~~Eagle ~~contamination~~Ford ~~level of the soil was reduced to less than 0.5%~~Basin, ~~which~~DJ ~~was~~Basin ~~lower~~and ~~than~~Anadarko ~~the~~Basin’s ~~level~~STACK ~~needed to meet the project specifications~~play. ~~There~~We isalso ~~still~~operate ~~approximately 26 million cubic meters of soil contaminated by oil from~~ the ~~Iraqi~~Omega ~~invasion~~Gathering ~~of Kuwait. Pursuant to our recent agreement with DIC~~Pipeline, we will receive $50,000 for the successful remediation of the first 100 tons ($500 per ton) under its subcontractor services for the KOC Remediation Contract. In addition, we will receive $20 per treated ton of soil after the initial 100 tons. The treatment process using the RPC plants is anticipated to generate a ~~bitumen sub~~45-~~product.~~mile Wecrude ~~have~~oil ~~agreed~~gathering ~~with DIC to sell this sub-product~~ and ~~share~~shuttle ~~the~~system ~~net~~in ~~profits~~Blaine ~~equally~~County, ~~(50% to us and 50% to DIC)~~Oklahoma, ~~after~~connected ~~allocating 30% of the net profits~~ to ~~DIC in~~ the ~~form~~Plains/P66 ~~of a~~STACK ~~sales~~Pipeline and ~~marketing payment, which will be invoiced on a monthly basis, in accordance with~~ the ~~Agreement. Pursuant to the Agreement~~Cushing, we ~~will~~Oklahoma ~~have~~storage ~~a stockpile of at least 444,311 tons with at least 5% oil contamination for us to remediate~~hub. ~~Other technologies may also be used for the less contaminated soils.~~

~~Expansion~~Our ~~into~~terminaling ~~New~~and storage facilities segment owns and ~~Complementary~~operates ~~Markets~~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.

WeOur ~~intend~~marketing toand ~~explore~~trading ~~expansion~~division ~~opportunities~~manages ~~on a~~the ~~global~~purchase, ~~basis~~sale, ~~including~~and indistribution ~~places with extreme contamination such as the Ogoni Lands region~~ of ~~Nigeria,~~Crude oil ~~spill lakes located in Saudi Arabia and Turkmenistan~~condensate, ~~and~~natural ~~naturally~~gas ~~occurring oil sands deposits in Kazakhstan~~liquids, ~~where we believe our technology~~ and ~~service~~related ~~offerings may~~petroleum ~~provide a distinct competitive advantage~~products. WeThese activities are ~~currently~~integrated ~~in discussions~~ with ~~several groups for deploying~~ our ~~RPCs~~transportation ~~for remediation projects (primarily for oil spills, tank bottom sludge~~ and ~~drill~~terminaling ~~cuttings)~~operations ~~in Saudi Arabia, Qatar and Texas. Saudi Arabia has the objective~~ to ~~create~~support aasset ~~circular~~utilization ~~carbon economy that will ultimately have zero wasted hydrocarbons. Our technology is able to process tank bottom sludge, drill cuttings,~~ and ~~soils~~provide ~~form~~broader ~~hydrocarbon~~market ~~spills,~~access ~~returning the sand to less than 0.5% contamination while reclaiming the oil~~ for ~~waste energy use~~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.

~~Increase~~Table of ~~Revenue via New Service and Product Offerings~~Contents

ToVivakor ~~date,~~operates wean ~~have~~integrated ~~focused~~platform ~~on the remediation~~ of ~~soil~~ ~~contaminated~~transportation, ~~by oil. We intend to target other hydrocarbon remediation businesses that focus on~~terminaling, ~~among other things~~storage, ~~the cleaning of tank bottom sludge~~marketing, and ~~the~~environmental ~~cleaning~~processing ofassets ~~the~~positioned ~~water~~to ~~used~~support ~~from~~these ~~drilling~~industry ~~oil wells~~trends. ~~Oil~~Our ~~producers~~operations ~~generally~~include ~~pay~~available totransportation ~~dispose of sludge at the bottom of storage tanks~~ and ~~contaminated~~terminaling ~~water~~capacity, ~~produced~~strategically ~~from~~located ~~the~~facilities ~~drilling~~near ofmajor ~~oil~~pipeline ~~wells.~~systems Weand ~~believe~~demand ~~that our technologies could be used to clean the contaminated water produced from drilling~~centers, ~~while~~and ~~simultaneously~~customer ~~recovering~~relationships ~~the heavy crude. We believe we will be able to offer these services at a cost~~ that isprovide ~~very~~baseline ~~competitive~~throughput ~~with~~volumes ~~current~~while ~~methods~~allowing ~~and that our ability to recover the heavy crude for resale will give~~ us ~~a competitive advantage. We are currently in early stage discussions relating~~ to ~~some~~pursue ofadditional ~~these~~utilization ~~remediation projects~~opportunities.

~~Strategic~~In ~~Acquisitions~~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 ~~Licenses~~environmental ~~Targeting Complementary~~processing ~~Technologies~~capabilities.

We ~~intend~~believe ~~to seek out opportunities to acquire or license only specific technologies that are either complementary to~~ our ~~existing~~integrated ~~product~~operating ~~offerings or that will allow us to expand into the environmental infrastructure markets. We recently entered into a worldwide~~platform, ~~exclusive~~geographic ~~license agreement with TBT Group~~footprint, ~~Inc. to license piezo electric~~ and ~~energy~~focus ~~harvesting~~on ~~technologies~~operational ~~for~~efficiency ~~creating~~position ~~self-powered~~us ~~sensors for making smart roadways, which we believe could be embedded directly into the asphaltic cement we intend~~ to ~~produce~~pursue ~~from~~additional ~~the~~growth ~~hydrocarbons we~~opportunities ~~extract,~~through ~~providing~~increased ~~the~~asset ~~basis for smart roads and infrastructure. We believe that these sensors~~utilization, ~~which~~organic ~~are~~development ~~self-powered~~initiatives, ~~could be used to provide information about traffic, road conditions~~ and ~~repair~~selective ~~needs as well as allowing the roads to communicate directly with autonomous vehicles enabling these vehicles to sense the road in all weather conditions~~acquisitions. ~~By complementing the asphaltic cement we expect to produce with integrated sensors for automated vehicles, we believe that we will be able to offer a smart road.~~

~~Redeployment~~Competitive ~~of the Metallic Separation Technology~~Strengths

~~Our~~We ~~licensed~~believe ~~metallic~~the ~~separation~~following ~~technology~~competitive ~~has successfully~~strengths ~~recovered~~support ~~precious~~our ~~metals~~integrated ~~including,~~midstream ~~but~~platform ~~not limited to, gold, palladium, platinum, rodium~~ and ~~silver.~~position Weus ~~intend~~ to ~~redeploy our~~pursue ~~metallic~~long-term ~~separation~~growth ~~technology machines to standalone locations to process mine tailings and other soils.~~opportunities:

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

~~WCCC~~● ~~owns~~Strategic aInfrastructure ~~120,000 barrel~~Footprint: ~~crude~~Our ~~oil~~terminals, ~~storage~~injection ~~tank~~stations, intrucking ~~the~~operations, ~~heart~~and ofpipelines ~~the~~assets ~~Permian~~are ~~Basin,~~strategically located near ~~Colorado~~key ~~City~~producing regions, ~~Texas.~~including ~~The Company intends to further connect~~ the ~~tank~~Permian, toSTACK, ~~major~~and ~~pipeline~~Eagle ~~systems.~~Ford ~~In doing so~~Basins, ~~WCCC~~providing ~~would~~customers ~~provide the Company~~ with ~~the~~transportation ~~infrastructure~~access, totakeaway ~~blend~~capacity, and ~~sell oil~~connectivity ~~which~~to ~~has~~major ~~been~~demand ~~recovered via a RPC from tank bottom sludge and contaminated soil which exists in the Permian Basin~~centers.

~~SFD~~● ~~owns~~Contracted and ~~operates~~Recurring aRevenue ~~crude~~Base: ~~oil~~Long-term ~~gathering~~agreements, ~~storage,~~including ~~and transportation~~our ~~facility,~~Colorado ~~which~~City isterminal ~~presently~~agreement ~~blending~~ and ~~selling~~our ~~approximately~~Delhi ~~1,400~~terminal-related ~~to 1~~arrangements,~~700~~ ~~barrels~~provide ofbaseline ~~blended~~throughput ~~crude~~volumes ~~oil on a daily basis. We plan to increase operations at the facility to ramp up to the facility daily maximum of blending~~ and ~~selling~~support ~~approximately~~operational ~~4,000 barrels of blended crude oil on a daily basis in the near future~~visibility. ~~Additionally, this facility may also provide us with the infrastructure needed to place a RPC to clean soil which has been contaminated by hydrocarbons as well as tank bottom sludge from the area.~~

~~Recent~~● ~~Developments~~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.

~~Off-Take~~● ~~Agreement~~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.

OnGrowth April 26, 2022, our subsidiary Vivaventures Energy Group, Inc., entered into a Product Off-Take Agreement (the “Off-Take Agreement”), with Hot Oil Transport, LLC, a Nevada limited liability company (“HOT”). Pursuant to the Off-Take Agreement, the Company plans to produce asphalt that meets the specifications for PG 64-22 grade, as set forth by the Nevada Department of Transportation and the American Association of State Highway and Transportation Officials (the “Product”) from a to-be-scaled processing plant to be located in Uintah County, Utah, and as may be relocated from time to time by the Company (the “Plant”). HOT will be obligated to purchase from the Company certain quantities of the Product from the Plant once the Plant begins to produce the Product, on the terms and conditions set forth in the Off-Take Agreement.Strategies

~~The~~Our ~~quantity~~growth ofstrategy ~~the~~is ~~Product to~~focused beon ~~sold~~increasing ~~and~~utilization ~~purchased~~of ~~pursuant~~existing ~~to this Agreement will be (i) 1~~assets,~~000~~ ~~tons~~expanding ofoperational ~~the~~integration ~~Product~~across ~~per~~our ~~week~~platform, orand ~~(ii)~~selectively ~~the~~pursuing ~~entirety of any lesser amount that may be produced by the Company during any given week. HOT will also have the first right of refusal to purchase all or any portion of~~ additional ~~Product~~growth ~~that~~opportunities ~~may be produced by the Company within the state of Utah upon the same terms and conditions, except that the purchase price shall be at market rate as determined~~ in ~~the~~key ~~Company’s~~producing ~~sole discretion~~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.

~~Pursuant~~Table ~~to the Off-Take Agreement, the rates for the sale and purchase~~ of up to 1,000 tons of Product per week will be determined on the basis of an average 1,000 tons per week, a price per ton using the “Argus Rockies Rail Low” price for asphalt in the Rocky Mountain region as set forth in the most recent edition of Argus Americas Asphalt report, produced by Argus Media Group, as of the date of delivery (the “Unit Price”). Once calculated, the weekly purchase price will be reduced by $1,500 in order to compensate Buyer for costs associated with testing, providing storage tanks for Buyer’s minimum quantity purchases, and certifying the quality of the Product, for so long as Buyer is providing the testing facilities for the Product. As noted above, the purchase price for any Product over 1,000 tons per week will be at market rate, as determined by the Company. In the event the Unit Price drops below $250, the Company will have the right to suspend production of the Product upon written notice to HOT.Contents

~~The~~● ~~Off-Take~~Pursue ~~Agreement provides~~Selective ~~for~~Acquisitions: anEvaluate ~~initial~~acquisitions ~~term~~ of ~~ten~~complementary ~~years.~~midstream ~~The~~and ~~Off-Take~~related ~~Agreement~~infrastructure ~~will~~assets ~~automatically~~intended ~~renew for two successive ten-year terms, subject~~ to ~~the~~expand ~~Company’s~~operational ~~right~~scale toand ~~continue~~geographic ~~operating at the current Plant site, unless either party terminates the Off-Take Agreement by written notice to the other party not less than three months prior to the expiration of the term~~reach. During a term, the Off-Take Agreement can only be terminated for (i) abandonment or termination of Project by the Company; (ii) default by the other party; or (iii) in connection with occurrence of a force majeure.

~~Acquisition~~● ofEnhance ~~Silver Fuels~~Customer ~~Delhi,~~Relationships: ~~LLC~~Continue ~~and~~providing ~~White~~integrated ~~Claw~~service ~~Colorado~~offerings ~~City~~designed to support customer retention, ~~LLC~~increase utilization opportunities, and strengthen commercial relationships.

OnKey June 15, 2022, we entered into a Membership Interest Purchase Agreement (the “MIPA”), with Jorgan Development, LLC, a Louisiana limited liability company ("Jorgan") and JBAH Holdings, LLC, a Texas limited liability company (“JBAH” and, together with Jorgan, the “Sellers”), as the equity holders of Silver Fuels Delhi, LLC, a Louisiana limited liability company (“SFD”) and White Claw Colorado City, LLC, a Texas limited liability company (“WCCC”) whereby, at closing, which occurred on August 1, 2022, the Company acquired all of the issued and outstanding membership interests in each of SFD and WCCC (the “Membership Interests”), making SFD and WCCC wholly owned subsidiaries of the Company (the “Silver Fuels and White Claw Acquisition”). The purchase price for the Membership Interests was approximately $37.4 million, subject to post-closing adjustments, and was paid by the Company to the Sellers in a combination of 3,009,552 shares of the Common Stock valued at an aggregate of $4,278,655, (the “Purchaser Stock Consideration”), secured three-year promissory notes in the aggregate principal amount of $28,664,284 (the “Notes”), and the assumption of certain liabilities of SFD and WCCC. The shares of Common Stock comprising the Purchaser Stock Consideration represented 19.99% of the number of issued and outstanding shares of the Company’s Common Stock immediately prior to issuance and were valued at the volume-weighted average price for the Company’s Common Stock on Nasdaq during the five trading days immediately preceding the closing date. In conjunction with the closing, Sellers entered into lock-up agreements for a period of up to 18 months with regard to the Purchaser Stock Consideration (the “Lock-up Agreements”).Transactions

~~The~~Terminals ~~MIPA~~Acquisition ~~contains customary representations and warranties, pre- and post-closing covenants of each party and customary closing condition.~~(2022)

~~The~~On ~~principal~~August 1, ~~amount~~ 2022, Vivakor acquired all of the ~~Notes,~~membership ~~together~~interests ~~with~~in ~~any~~Silver ~~and~~Fuels ~~all~~Delhi, ~~accrued~~LLC (“SFD”) and ~~unpaid~~White ~~interest~~Claw ~~thereon~~Colorado City, ~~will~~LLC be(“WCCC”), ~~paid~~making tothese ~~the~~entities ~~Sellers~~wholly onowned asubsidiaries ~~monthly~~(the ~~basis,~~“Terminals inAcquisition”). anThe ~~amount equal~~purchase toprice ~~the~~was ~~Monthly~~approximately ~~Free~~$32.9 ~~Cash~~million, ~~Flow~~paid ~~(as~~through ~~defined~~a incombination ~~the~~of ~~Notes)~~3,009,552 ~~beginning~~shares onof ~~September~~common 20stock, ~~2022~~secured three-year promissory notes, and ~~continuing~~the ~~thereafter~~assumption onof ~~the~~certain ~~twentieth (20th)~~liabilities. ~~calendar~~The ~~day~~sellers ofare ~~each~~beneficially ~~calendar~~owned ~~month~~by ~~thereafter~~James Ballengee, aswho ~~set~~subsequently ~~forth~~became inVivakor’s ~~the~~Chairman, ~~MIPA~~President, and Chief Executive Officer and principal shareholder.

~~Without~~The inacquisition ~~any~~expanded ~~way limiting~~ the ~~foregoing~~Company’s terminaling, ~~the then outstanding principal amount of the Notes~~storage, ~~together with any~~ and ~~all~~crude ~~accrued~~oil ~~and~~logistics ~~unpaid~~infrastructure ~~interest~~operations ~~thereon, will be due~~ and ~~payable~~established ina ~~full~~foundation infor ~~cash or unrestricted common stock of~~ the Company’s onbroader ormidstream ~~prior~~business ~~to the three-year anniversary of the date of issuance, as set forth in the MIPA~~strategy.

~~The~~Endeavor ~~obligations~~Entities ofAcquisition ~~the Company under the MIPA are secured by the membership units of SFD and WCCC.~~(2024)

~~The~~On ~~timely~~October 1, ~~and~~2024, ~~full~~Vivakor ~~payment of~~acquired ~~any and~~ all ~~principal,~~issued ~~interest~~ and ~~other~~outstanding ~~amounts~~interests ~~due~~in ~~and~~Endeavor ~~owing~~Crude, toLLC, ~~the~~Equipment ~~Sellers~~Transport, ~~pursuant~~LLC, toMeridian ~~the~~Equipment ~~Notes~~Leasing, LLC, and ~~the~~Silver ~~other~~Fuels ~~transaction~~Processing, ~~documents and~~LLC (collectively, the ~~payment~~“Endeavor ofEntities”), ~~any~~making ~~and~~them ~~all~~wholly ~~other~~owned ~~obligations~~subsidiaries ~~owed~~(the to“Endeavor ~~the~~Entities ~~Sellers~~Acquisition”). byThe ~~the~~total ~~Company~~purchase ~~under~~price ~~the~~was ~~Notes~~$116.3 ormillion, ~~thereunder~~including ~~are~~assumed ~~guaranteed~~debt ~~solely by~~and a performance adjustment, ~~and~~payable tothrough ~~the~~a ~~extent~~combination ~~set~~of ~~forth~~common ~~in,~~stock ~~the~~and ~~Guaranty~~Series ~~Agreements~~A ~~between~~Convertible ~~each~~Preferred ofStock. ~~the~~These ~~Sellers~~sellers ~~and~~are ~~SFD~~also ~~and~~beneficially ~~WCCC~~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.

~~SFD~~Table ~~owns and operates a crude oil gathering, storage, and transportation facility located on approximately 9.3 acres near Delhi, Louisiana. Under existing agreements, a subsidiary~~ of a large NYSE traded energy company (the “Purchaser”) is obligated to purchase blended crude oil from SFD in amounts up to 60,000 barrels per month. With prior approval, SFD is eligible to sell to the Purchaser amounts greater than 60,000 barrels of crude oil per month. Additionally, for a period of 10 years, SFD is, under existing crude oil supply agreements with WC Crude, guaranteed a minimum gross margin of $5.00 per barrel on all quantities of blended crude oil sold thereunder. At present, SFD is blending and selling approximately 1,400 to 1,700 barrels of blended crude oil on a daily basis. Additionally, the acquisition of SFD would provide the Company with the infrastructure needed to place a Remediation Processing Machine (“RPC”) to clean soil which has been contaminated by hydrocarbons as well as tank bottom sludge. Management believes SFD’s location in the heart of the Smackover formation would provide the Company with access to significant amounts of tank bottom sludge and contaminated soil.Contents

~~WCCC~~Kuwait owns a 120,000 barrel crude oil storage tank, in the heart of the Permian Basin, located near Colorado City, Texas. The storage tank is presently connected to the Lotus pipeline system and the Company intends to further connect the tank to major pipeline systems. Under the terms of an existing agreement, WC Crude has agreed to lease the oil storage tank for a period of 10 years. As with SFD, WCCC would provide the Company with the infrastructure to blend and sell oil which has been recovered via a RPC ~~machine from tank bottom sludge and contaminated soil which exists in the Permian Basin.~~Operations

~~This~~Vivakor’s ~~disclosure~~proprietary ~~should~~RPC betechnology ~~read~~was indeveloped ~~connection with,~~to recover hydrocarbons from oil-contaminated waste and iswas ~~subject~~initially deployed in Kuwait trial operations. The Company previously planned to, ~~the~~deploy ~~MIPA,~~RPC aunits ~~copy~~in Kuwait as part of the United Nations-funded Kuwait Environmental Remediation Project (“KERP”), which iswas ~~attached~~designed ~~hereto~~to asremediate ~~Exhibit~~oil-contaminated 2soil resulting from the Gulf Wars.1.

~~For~~During ainitial ~~more~~trials ~~detailed~~with ~~discussion of~~the Kuwait Oil Company (“KOC”), the ~~Acquisition~~RPC ofprocess ~~Silver~~reduced ~~Fuels~~oil ~~Delhi,~~content ~~LLC~~in ~~and~~contaminated ~~White~~soil ~~Claw~~from ~~Colorado~~levels ~~City,~~as ~~LLC,~~high ~~see~~as ~~“BUSINESS-~~18% ~~Acquisition~~to ofas ~~Silver~~low ~~Fuels~~as ~~Delhi~~0.02%, ~~LLC~~ ~~and~~resulting ~~White~~in ~~Claw~~a ~~Colorado~~Category ~~City~~A approval by KOC, ~~LLC~~the highest remediation classification for contamination levels of that magnitude.

~~Cancellation~~Subsequent subcontractor changes delayed execution, and no definitive agreement with KOC was finalized during 2024. As a result, the Company recorded impairment charges of ~~Stock~~approximately ~~Options~~$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.

OnRecent September 1, 2022, the Company and certain option holders cancelled 166,667 stock options that were previously issued to Matthew Nicosia, our Chief Executive Officer and 333,334 stock options that were previously issued to a consultant, LBL Professional Consulting, Inc.Developments

~~Risks~~March 2026 ~~Associated~~Reverse ~~with~~Stock ~~Our Business~~Split

~~Our~~On ~~business~~March 24, is2026, ~~subject~~the toCompany effected a ~~number~~1-for-200 ofreverse ~~risks~~stock split of ~~which~~ ~~you~~its ~~should~~common bestock ~~aware~~pursuant ~~before~~to ~~making~~ a ~~decision~~Certificate toof ~~invest~~Amendment into ~~our~~the ~~common~~Company’s ~~shares.~~Amended ~~The~~and ~~following,~~Restated ~~and~~Articles ~~other~~of ~~risks,~~Incorporation ~~are~~following ~~discussed~~shareholder ~~more fully~~approval inobtained at the ~~“Risk~~Company’s ~~Factors”~~Special ~~section~~Meeting ofheld ~~this~~on ~~prospectus:~~December 22, 2025.

·Private Financing WeTransaction ~~are an early-stage operating company and we are subject to substantial risks inherent in~~ (the establishment of a new business venture; · We have historically suffered net losses and we may not be able to achieve or sustain future profitability; · We will require additional funding beyond this contemplated offering to fund our operations generally and such funding may not be available on acceptable terms or at all; · The COVID-19 pandemic has had and may continue to have a negative impact on our business and operations; · We rely on the experience and knowledge of our management team, Board of Directors and Advisory Board, and the loss of one or more members of our management team, Board of Directors and/or Advisory Board would adversely impact our business;“Financing”)

·Convertible ~~Our~~Promissory business is subject to extensive legal regulation and unexpected changes to law or increases to fees could have a significant adverse impact on our business; · Our primary business is impacted by the oil industry and manufacturing industry, which are subject to uncertain economic conditions; · We currently depend and are likely to continue to depend on a limited number of customers for a significant portion of our revenues; and · We may not be able to adequately protect our proprietary rights. · If we fail to make the Threshold Payment, or otherwise breach the terms of the MIPA, the transaction consummated by the MIPA may be unwound. · Our operations are subject to unforeseen interruptions and hazards inherent in the oil industry, such as oil spills and other environmental hazards and our insurance may not be sufficient to cover such costs. · Our business could be negatively impacted by supply chain issues if we are unable to receive parts for our equipment. Such issues have been significantly more pronounced during the COVID-19 pandemic. · Doing business internationally subjects us to a number of risks, including multiple, conflicting and changing laws and regulations and inherent disadvantages of being a foreign company in these countries.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.

~~Implications~~Table of ~~Being an Emerging Growth Company and a Smaller Reporting Company~~Contents

WeThe ~~qualify~~Notes ascontain ~~an “emerging growth company”~~customary asevents ~~defined in the Jumpstart Our Business Startups Act~~ of ~~2012~~default, ~~(the~~including ~~“JOBS~~payment ~~Act”).~~and Ascovenant ~~an emerging growth company~~defaults, wewhich may ~~take advantage~~result ofin ~~specified~~acceleration ~~reduced~~of ~~disclosure~~amounts ~~and~~due ~~other~~under ~~requirements~~the ~~that~~notes ~~are~~and ~~otherwise~~certain additional ~~applicable~~default-related ~~generally~~remedies, toincluding ~~public~~an ~~companies.~~increase ~~See~~in ~~“Risk~~the ~~Factors — Risks~~outstanding ~~Relating~~principal toamount ~~Our~~upon ~~Common Stock and~~ the ~~Offering — We~~occurrence ~~are an ‘emerging growth company’ and will be able to avail ourselves~~ of ~~reduced~~certain ~~disclosure~~events ~~requirements applicable to emerging growth companies, which could~~of ~~make our common stock less attractive to investors~~default.~~” These provisions include:~~

·The ~~being~~Company ~~permitted~~agreed to ~~provide~~register for ~~only~~resale ~~two~~shares ~~years~~issuable ofupon ~~audited~~conversion ~~financial~~of ~~statements~~the inNotes, ~~addition~~and tothis ~~any~~prospectus ~~required~~forms ~~unaudited~~part ~~interim financial statements with correspondingly reduced “Management’s Discussion and Analysis~~ of ~~Financial~~the ~~Condition~~related ~~and~~registration ~~Results of Operations” disclosure;~~statement.

·The ~~reduced~~Company ~~disclosure~~intends ~~obligations~~to ~~regarding~~use proceeds ~~executive~~from ~~compensation~~the ~~arrangements;~~Financing for working capital, debt reduction, and general corporate purposes.

·RBW ~~not~~Capital ~~being~~Partners ~~required~~LLC, a todivision ~~hold~~of aDawson ~~non-binding~~James ~~advisory~~Securities, ~~vote~~Inc., onacted ~~executive~~as ~~compensation~~placement oragent ~~golden~~in ~~parachute~~connection ~~arrangements;~~with ~~and~~the Financing.

·Standby ~~exemption~~Equity ~~from the auditor attestation requirement in the assessment of our internal control over financial reporting.~~Purchase Agreement

WeThe ~~have~~following ~~irrevocably~~summary ~~elected to opt-out~~ of the ~~extended~~Standby ~~transition~~Equity ~~period~~Purchase ~~for~~Agreement ~~complying~~does ~~with~~not ~~new~~purport orto ~~revised~~be ~~accounting~~complete ~~standards~~and ~~pursuant~~is toqualified ~~Section~~in ~~107(b)~~its ofentirety ~~the~~by ~~JOBS~~reference ~~Act.~~to Asthe aform ~~result, we~~of ~~will~~the ~~comply~~Standby Equity ~~with~~Purchase ~~new~~Agreement orfiled ~~revised~~as ~~accounting~~an ~~standards~~exhibit onto the ~~relevant~~registration ~~dates~~statement onof which ~~adoption~~this ofprospectus ~~such~~forms ~~standards~~a ~~is required for non- emerging growth companies~~part.

WeOn ~~will remain an emerging growth company until~~May 8, ~~the~~2026, ~~earlier of (1)~~ the ~~last~~Company ~~day~~entered ofinto ~~the~~a ~~fiscal~~standby ~~year~~equity ~~(a)~~purchase ~~following~~agreement (the ~~fifth~~“SEPA”) ~~anniversary~~with ofan ~~the~~institutional ~~completion~~investor of (the ~~initial public~~“SEPA ~~offering, (b~~Investor”) inproviding ~~which~~for wethe ~~have~~potential ~~total~~purchase ~~annual~~by ~~gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means~~ the ~~market~~SEPA ~~value~~Investor of ~~our~~up ~~common~~to ~~stock that is held by non-affiliates exceeded~~ $~~700.0~~100 million as of the ~~prior~~Company’s ~~June~~common ~~30th,~~stock ~~and~~over ~~(2)~~a ~~the date on which we have issued more than $1.0 billion in non~~36-~~convertible~~month ~~debt during the prior three-year~~ period., Wesubject ~~may choose~~ to ~~take~~the ~~advantage~~terms ofand ~~some~~conditions ~~but not all~~ of ~~these exemptions. We have taken advantage of reduced reporting requirements in this prospectus. Accordingly,~~ the ~~information contained herein may be different than the information you receive from other public companies in which you hold stock~~SEPA.

~~Notwithstanding~~Under the ~~above~~SEPA, wethe ~~are~~Company ~~also currently~~may, ~~qualified~~at asits adiscretion, ~~“smaller~~direct ~~reporting company” under SEC rules. In~~ the ~~event~~SEPA ~~that~~Investor weto ~~are~~purchase ~~still~~shares ~~considered~~of ~~a smaller~~common ~~reporting~~stock ~~company~~from ~~at such~~ time ~~as we cease~~ to ~~be an emerging growth company~~time, ~~the~~subject ~~disclosure we will be required~~ to ~~provide in~~specified ~~our~~volume ~~filings with the SEC will increase but will still be less than it would be if we were not considered either an emerging growth company or a smaller reporting company. Specifically~~limitations, ~~similar~~pricing ~~to emerging growth companies~~formulas, ~~smaller~~and ~~reporting~~beneficial ~~companies~~ownership ~~are able~~limitations toset ~~provide~~forth ~~simplified executive compensation disclosures~~ in ~~their filings; are exempt from~~ the ~~provisions~~agreement. ofShares ~~Section~~issued ~~404(b)~~under of the ~~Sarbanes-Oxley~~SEPA ~~Act~~will ofgenerally ~~2002~~be ~~(the~~purchased ~~“Sarbanes-Oxley~~at ~~Act”)~~a ~~requiring~~discount that independent registered public accounting firms provide an attestation report on the effectiveness of their internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to ~~provide~~prevailing ~~two~~market ~~years of audited financial statements in their annual reports~~prices.

~~Corporate~~The ~~History~~Company controls the timing and ~~Information~~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 ~~was~~is ~~originally~~required ~~organized~~to onfile ~~November 1, 2006 as~~ a ~~limited~~separate ~~liability~~registration ~~company~~statement incovering ~~the~~shares ~~State~~issuable ofunder ~~Nevada as Genecular Holdings, LLC. The Company’s name was changed to NGI Holdings, LLC on November 3, 2006. On April 30, 2008,~~ the ~~Company~~SEPA ~~was~~before ~~converted~~any tosales amay ~~Nevada~~occur ~~corporation~~under ~~and changed its name to Vivakor, Inc. pursuant to Articles of Conversion filed with~~ the ~~Nevada Secretary of State~~agreement.

WeCorporate have the following direct and indirect wholly-owned active subsidiaries: VivaVentures Management Company, Inc., a Nevada corporation, VivaSphere, Inc., a Nevada corporation, VivaVentures Oil Sands, Inc., a Utah corporation, RPC Design and Manufacturing LLC (“RDM”), a Utah limited liability company, Silver Fuels Delhi, LLC, a Louisiana limited liability company, and White Claw Colorado City, LLC, a Texas limited liability company. We have a 99.95% ownership interest in VivaVentures Energy Group, Inc., a Nevada Corporation; the 0.05% minority interest in VivaVentures Energy Group, Inc. is held by a private investor unaffiliated with the Company. We also have an approximate 49% ownership interest in Vivakor Middle-East Limited Liability Company, a Qatar limited liability company.Information

~~Our~~We ~~address~~were isoriginally ~~4101~~organized ~~North~~on ~~Thanksgiving Way~~November 1, ~~Lehi, UT 84043.~~2006 ~~Our~~as ~~phone~~a ~~number~~Nevada islimited ~~(949)~~liability ~~281-2606.~~company ~~Our~~under ~~website~~the ~~is:~~name ~~www.vivakor.com.~~Genecular ~~The~~Holdings, ~~information~~LLC and converted to a Nevada corporation on April 30, or2008, ~~that~~changing ~~can~~our bename ~~accessed through~~to Vivakor, ~~this~~Inc. ~~website~~Our isprincipal ~~not~~executive ~~part~~offices ofare ~~this~~located ~~prospectus,~~at ~~and~~5220 ~~you~~Spring ~~should~~Valley ~~not~~Road, ~~rely~~Suite on415, ~~any~~Dallas, ~~such~~Texas, ~~information~~75254, inand ~~making~~our ~~the~~telephone ~~decision~~number ~~whether~~is ~~to purchase~~(469) ~~our~~480-7175. ~~common~~Our ~~stock~~website is www.vivakor.com.

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

~~THE~~Table ~~OFFERING~~of Contents

Common stock offered by the Selling Stockholders:		3,009,552 shares.
Shares of Common Stock outstanding before the Offering:		18,064,838 shares.
Shares of Common Stock outstanding after completion of this offering, assuming the sale of all shares offered hereby (1):		18,064,838 shares.
Use of proceeds:		We will not receive any proceeds from the resale of the Common Stock by the Selling Stockholders.
Offering price:		The Selling Stockholders may sell or otherwise dispose of all or a portion of the shares of our Common Stock offered hereby through public or private transactions at prevailing market prices or at privately negotiated prices.
Risk factors:		Investing in our securities is highly speculative and involves a high degree of risk. You should carefully consider the information set forth in the “Risk Factors” section of this prospectus beginning on page 13 before deciding to invest in our securities.
Market for Common Stock		Our Common Stock is listed on The Nasdaq Capital Market under the symbol “VIVK”.

SUMMARY OF THE OFFERING

(1) The number of shares of common stock shown above to be outstanding after this offering is based on 18,064,838 shares outstanding as of September 9, 2022, and excludes the following:

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.

· 14,560 shares of common stock issuable upon the conversion of $50,960 of various convertible notes payable that convert at a range between $3.00 and $3.75 per share; · 2,000,000 shares of common stock reserved for future issuance under the new Vivakor Inc. 2021 Equity Incentive Plan (the “Vivakor 2021 Plan”), options to purchase 955,093 shares to be issued to Matthew Nicosia, our Chief Executive Officer, and options to purchase 917,825 shares to be issued to Tyler Nelson, our Chief Financial Officer, pursuant to their employment agreements, all in the form of stock options that will be issued under the Vivakor 2021 Plan; · Non-statutory options to purchase 100,000 shares of common stock issued to the Board of Directors (Al Ferrara, Trent Staggs, and Matthew Balk). · Warrants to purchase 80,000 shares of common stock to EF Hutton, which were related to and granted during the close of the underwritten public offering in February 2022. · Any shares that may be issuable in exchange for convertible notes or LLC units of Viva Wealth Fund I, LLC, Vivaventures Royalty II LLC, and/or Vivaventures Opportunity Fund pursuant to the respective operating agreements of such entities, as described in this prospectus.

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

AnRisks ~~investment~~Related in our Common Stock is highly speculative and involves a high degree of risk. We face a variety of risks that may affect our operations or financial results and many of those risks are driven by factors that we cannot control or predict. In addition to ~~the~~Our other information set forth in this prospectus, you should carefully consider the risk factors discussed below when considering an investment in our Common Stock. If any of the risks described below occur, our business, financial condition, results of operations and prospects could be materially adversely affected. In that case, the market price of our Common Stock would likely decline and investors could lose all or a part of their investment. Only those investors who can bear the risk of loss of their entire investment should consider an investment in our Common Stock. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business and results of operations.Company

~~Risks~~Our ~~Relating~~business tois ~~our~~substantially ~~Business~~dependent on oil and natural gas exploration, development, and production activity.

WeOur revenues are atsubstantially andependent ~~early~~on ~~operational~~ongoing ~~stage~~oil and natural gas exploration, development, and ~~our~~ ~~success~~production isactivity ~~subject~~on toor ~~the~~around ~~substantial~~our ~~risks~~facilities ~~inherent~~and in the ~~establishment~~basins ofwhere 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 ~~new~~material ~~business~~adverse ~~venture~~effect on our results of operations, cash flows, and financial position.

~~Our~~We ~~business~~are ~~and~~not ~~operations~~an ~~are~~exploration inand anproduction ~~early~~company ~~stage~~ and ~~subject~~have tono ~~all~~control over the pace or scope of development activity in the ~~risks~~regions ~~inherent~~where ~~with~~our ~~new~~assets ~~business~~are ~~ventures~~located. The willingness and ability of producers to maintain drilling and production depend on numerous factors beyond our control, including:

~~Our~~● ~~RPC~~supply ~~business~~ and ~~operations~~demand ~~are~~dynamics infor ~~an early stage, and our initial operations focused on the remediation of soil and the extraction of hydrocarbons, such as~~ oil, ~~from properties contaminated by or laden with heavy crude oil~~ and ~~hydrocarbon-based~~natural substances. We intend to, but have not yet, completed the second stage of our operational strategy related to our RPCs, which involves the selling the asphaltic cement and/or other petroleum-based products we are able to produce from the hydrocarbons we recover. Our business and operations related to SFD and WCCC, the gathering, storage and transportation, are also in their early stages.gas;

~~Our~~● ~~business~~the ~~and~~capital ~~operations~~costs related to our RPCs may not prove to be successful. We have deployed only two RPC units to date, including one unit to Kuwait (for which operations were temporarily suspended due to COVID-19) and another to Vernal, Utah (which is presently operating). We will need to scale our remediation business beyond these two RPCs and demonstrate that our scaled-up recovery and remediation business can be profitable. Any future success that we may enjoy related to our RPC business will depend on many factors, some of ~~which may be beyond our control~~drilling, ~~and others which cannot be predicted at this time. Although we began operations in 2008 as a technology acquisition company primarily focused on medical technologies~~completion, ~~we have been operating under our current business plan focused on soil remediation since 2011,~~ and weproduction have not yet proven to be profitable. We have not yet sold any substantial amount of products or services commercially and have not proven that our business model will allow us to identify and develop commercially feasible products or technologies. Likewise, SFD and WCCC have only been in operations for a few years and subject to similar risks as new business ventures.activities;

We● ~~have~~access ~~historically suffered net losses~~to, and wethe ~~may~~cost ~~not~~of, ~~be able to sustain profitability.~~capital;

We● ~~had~~prevailing ancommodity accumulated deficit of $41,237,559 and $35,731,359 as of June 30, 2022 and December 31, 2021, respectively, 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 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.prices;

We● ~~rely~~availability ~~upon~~of adrilling ~~few~~equipment, ~~select~~infrastructure, ~~key employees who are instrumental in our ability to conduct~~ and ~~grow~~qualified ~~our business. In the event any of those key employees would no longer be affiliated with the Company, it may have a material detrimental impact as to our ability to successfully operate our business.~~personnel;

~~Our~~● ~~future~~expected ~~success~~returns ~~will~~from ~~depend~~wells indrilled ~~large part~~ on ~~our~~ ~~ability~~or tonear ~~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.~~assets ~~The~~compared ~~loss of qualified executives and key employees, or our inability~~ to ~~attract,~~other ~~retain,~~opportunities; 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.~~

●

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;

WeTable ~~depend on the continued services~~ of our key personnel, including Matthew Nicosia, our Chief Executive Officer, Tyler Nelson, our Chief Financial Officer, and Daniel Hashim, our Chief Scientific 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.Contents

We● ~~may~~Supply ~~have~~and ~~difficulty~~demand ~~raising~~dynamics ~~additional capital,~~including ~~which~~production ~~could deprive us of necessary resources~~levels, import and ~~you~~export ~~may experience dilution or subordinate stockholder rights~~volumes, ~~preferences~~ and ~~privileges~~storage ~~as a result of our financing efforts.~~inventories;

We● ~~expect~~Geopolitical toevents, ~~continue~~including toactions ~~devote~~by ~~significant~~OPEC+, ~~capital resources~~Russia, ~~to fund the continued development of our RPCs~~ and ~~related technologies. 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~~producing ~~ability to raise additional financing depends on many factors beyond our control~~nations, ~~including the state of capital markets, the market price of our common stock~~ and ~~the~~political ~~development~~instability or ~~prospects~~conflict ~~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~~key ~~dilution to the current owners of our common stock.~~regions;

We● ~~expect~~Regulatory toand ~~obtain~~environmental ~~additional capital during 2022 through financing lease structures for our RPCs~~ or ~~other~~tax ~~financing~~policy structures related to our RPCs. We also expect that our current cash position, will enable us to fund our operating expenses and capital expenditure requirements for the next twelve months. Thereafter, 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.changes;

~~Any~~● ~~future~~Technological ~~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~~market ~~financial and operational matters~~factors, ~~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~~as ~~capital~~advances ~~will~~in ~~be available~~drilling, ~~on a timely basis, or on terms acceptable to us. If we are unsuccessful in raising additional capital or~~ the ~~terms~~availability of ~~raising~~alternative ~~such capital are unacceptable~~fuels, ~~then we may have to modify our business plan~~ and~~/or~~ ~~curtail~~the ~~our~~transition ~~planned~~toward ~~activities~~lower-carbon ~~and~~energy; ~~other operations.~~and

If● weNatural ~~raise additional funds through government~~ or ~~other~~external ~~third-party~~events ~~funding,~~such ~~collaborations,~~as ~~strategic alliances~~weather, ~~licensing~~natural ~~arrangements or marketing and distribution arrangements~~disasters, we ~~may have to relinquish valuable rights to our technologies~~pandemics, ~~future revenue stream~~ or ~~grant~~cybersecurity ~~licenses on terms that may not be favorable to us~~incidents. 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,~~Prolonged weperiods ~~have certain potential dilutive instruments,~~ of ~~which~~low ~~the~~oil ~~conversion~~and ofnatural ~~these~~gas ~~instruments~~prices ~~could~~may ~~result~~lead inproducers ~~dilution~~ to ~~shareholders:~~reduce Asor ofdelay ~~September~~drilling ~~9, 2022, the maximum potential dilution is 2,067,478,~~ and ~~includes convertible notes payable convertible into approximately 14~~production,~~560~~ ~~shares~~shut-in ~~of common stock~~wells, ~~stock~~ ~~options granted to employees of 1,872,918 shares of common stock. Stock options granted to Board members~~ or ~~consultants~~abandon ofmarginal ~~100~~assets,~~000 shares~~ ofwhich ~~common~~could ~~stock~~materially ~~were~~and ~~granted~~adversely asaffect ofdemand ~~September~~for 9,our ~~2022.~~services ~~There were also warrants issued~~ and ~~outstanding~~our tofinancial ~~EF Hutton of 80~~condition,~~000~~ ~~shares of~~results ~~common stock as~~ of ~~September 9~~operations, ~~2022. These warrants were related to~~ and ~~granted~~cash ~~during the close of the underwritten public offering in February 2022~~flows.

~~The~~Our ~~COVID-19~~business ~~pandemic~~is ~~has~~dependent ~~had~~on ~~and~~the ~~may~~oil ~~continue to~~industry, ~~have~~which ais ~~negative~~subject ~~impact~~to onnumerous ~~our~~worldwide ~~business and operations~~variables.

Our ~~Kuwait~~customers ~~operations~~and ~~were~~prospective ~~suspended~~customers tooperate ~~comply with~~in the ~~social~~oil ~~distancing~~and ~~measures~~gas ~~implemented in Kuwait~~industry. ~~Our~~As ~~Utah~~a ~~operations~~result, ~~were~~we ~~temporarily~~will ~~suspended~~be ~~from~~subject ~~March~~to ~~through~~the ~~May~~success ~~2020, but~~of ~~have~~the ~~since~~oil ~~resumed~~and ingas ~~full.~~industry, ~~These~~which ~~suspensions~~is ~~have~~subject ~~had~~to asubstantial ~~negative~~volatility ~~impact~~based on ~~our~~numerous ~~business~~worldwide ~~and~~factors. ~~there~~A ~~can~~decline bein nothe ~~guaranty~~price ~~that~~of wecrude oil or natural gas will ~~not~~ ~~need~~have toa ~~suspend~~material ~~operations~~adverse ~~again~~effect inon ~~the~~our ~~future~~business, asfinancial acondition, ~~result~~results of ~~the~~operations ~~pandemic~~and cash flows. WeThe ~~have~~oil ~~also~~and ~~observed~~gas ~~supply~~industry ~~chain~~is ~~disruptions~~competitive ~~from~~in all its phases. Competition in the ~~COVID-19~~ ~~pandemic~~oil ~~that~~and ~~has~~gas ~~contributed~~industry tois ~~delays~~intense. inOur ~~the~~customers ~~completion~~could ofinclude ~~the~~competitors ~~manufacturing~~such ofas ~~our~~oil ~~RPCs.~~and Wegas ~~are~~companies ~~closely~~that ~~monitoring~~have ~~the~~substantially ~~COVID-19 pandemic~~greater financial resources, staff and ~~the~~facilities ~~directives~~than ~~from~~those ~~federal~~of our customers and ~~local~~lessees. ~~authorities~~Competitive factors in the ~~United~~distribution ~~States~~ and inmarketing ~~Kuwait~~of ~~affecting~~oil ~~not~~and ~~only~~other ~~our~~hydrocarbon ~~workforce,~~products ~~but those~~include ofprice ~~companies~~and ~~with~~methods ~~whom~~and wereliability ~~work~~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.

~~Constraints~~Table ~~in the supply~~ of ~~equipment used in providing services to our customers and replacement parts for our equipment could affect our ability to execute our growth strategies.~~Contents

~~Equipment~~A ~~used~~substantial inportion ~~providing~~of ~~services to~~ our ~~customers~~operating isassets ~~normally~~are ~~readily available.~~located ~~Market conditions could trigger constraints~~ in the ~~supply~~Permian ~~chain~~and ofEagle ~~certain~~Ford ~~equipment~~Basins, ormaking ~~replacement~~us ~~parts~~vulnerable ~~for~~to ~~such~~risks ~~equipment, which~~associated ~~could~~with ~~have~~geographic aconcentration ~~material~~in ~~adverse~~two ~~effect~~geographic ~~on our business~~areas.

~~Economic~~A ~~conditions~~substantial portion of our assets and operations are concentrated in the ~~current~~Permian ~~period~~ and Eagle Ford Basins of ~~disruption~~Texas and ~~instability~~New ~~could~~Mexico. ~~adversely~~This ~~affect~~geographic concentration exposes us and our ~~ability~~customers to ~~access~~regional ~~the~~supply ~~capital~~and ~~markets~~demand fluctuations, inproduction ~~both~~delays, ~~the~~transportation ~~near~~or ~~and~~processing ~~long~~constraints, ~~term~~natural disasters, adverse weather, water shortages, and ~~thus~~ regulatory or political developments. Such concentration may magnify the impact of these risks and could adversely affect our ~~business~~operations, revenues, and ~~liquidity.~~financial performance.

~~The~~Finally, ~~current~~the ~~economic~~oil ~~conditions~~and ~~related~~gas toindustry ~~the COVID-19~~is ~~pandemic~~highly ~~have~~competitive. ~~had,~~Our ~~and~~prospective ~~likely~~customers ~~will~~may ~~continue~~include tocompanies ~~have~~with ~~for~~greater ~~the~~financial, ~~foreseeable~~operational, ~~future~~and atechnical ~~negative~~resources ~~impact~~than onour ~~the~~customers ~~capital~~and ~~markets~~lessees. ~~Even if~~Competitive wefactors ~~are~~in ~~able~~the toindustry ~~raise~~include ~~capital~~price, itdelivery ~~may~~reliability, ~~not~~methods, beand atefficiency. aFailure ~~price~~to orremain oncompetitive ~~terms~~could ~~that~~reduce ~~are~~our ~~favorable~~customer tobase ~~us.~~and Wematerially ~~cannot~~and ~~predict~~adversely ~~the~~affect ~~occurrence~~our ofbusiness, ~~future disruptions~~financial orcondition, ~~how~~results ~~long~~of ~~the~~operations, ~~current~~and ~~conditions~~cash ~~may continue~~flows.

~~Our~~Low ~~business~~oil ~~plan~~prices ~~includes~~may ~~operating~~negatively ~~internationally, which~~impact ~~subjects~~our usability 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 ~~risks~~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 ~~strategic~~primary ~~plans~~business ~~include~~is ~~international~~impacted ~~operations, such~~by asthe ~~our~~oil ~~projects~~industry inand the ~~Middle~~manufacturing ~~East. We intend to use our proprietary RPC technology system and develop~~industry, ~~construct~~which ~~and~~are ~~potentially sell~~subject ~~our RPC system in international locations. Risks inherent~~ to ~~international~~uncertain ~~operations~~economic ~~include the following:~~conditions.

·The ~~inability~~global economy is subject to ~~work~~fluctuation, ~~successfully~~and ~~with~~it ~~third~~is ~~parties~~unclear ~~having~~how ~~local~~stable ~~expertise~~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 ~~co-develop~~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 ~~projects;~~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 ~~multiple,~~may ~~conflicting~~not ~~and~~be ~~changing~~successful ~~laws~~in ~~and~~pursuing ~~regulations,~~additional ~~including~~commercial ~~export~~opportunities ~~and~~for ~~import~~our ~~restrictions,~~facilities ~~tax laws~~ and ~~regulations,~~transportation ~~environmental regulations, labor laws and other government requirements, approvals, permits and licenses;~~assets.

·Our ~~difficulties~~future ingrowth ~~enforcing~~may ~~agreements~~place indemands ~~foreign~~on ~~legal~~our ~~systems;~~financial, operational, and human resources, which could negatively affect our results of operations, cash flows, and financial position. Our ability to grow will depend on a number of factors, including:

·● ~~changes~~Market inand ~~general~~regulatory ~~economic~~factors: ~~and~~investment ~~political~~by ~~conditions~~customers in ~~the~~drilling ~~countries~~and development in ~~which~~our wecore ~~operate~~areas, ~~including~~oil ~~changes~~and innatural ~~government~~gas ~~incentives~~prices, ~~relating~~and toapplicable ~~oil~~legal ~~remediation~~or environmental restrictions;

·● ~~political~~Operational and ~~economic~~strategic ~~instability,~~capabilities: ~~including~~our ~~wars,~~ability ~~acts~~to ofdevelop ~~terrorism~~existing and future projects, ~~political~~including ~~unrest~~petroleum transportation, ~~boycotts~~processing, ~~curtailments~~and ofterminaling ~~trade~~facilities, and ~~other~~to ~~business~~identify ~~restrictions~~and complete accretive acquisitions;

·● ~~difficulties~~Human capital and ~~costs~~commercial inrelationships: ~~recruiting~~our ~~and~~ability ~~retaining~~to ~~individuals~~attract, retain, and deploy skilled inpersonnel, ~~international~~and ~~business~~to ~~operations~~maintain or establish relationships with customers; and

· international business practices that may conflict with U.S. customs or legal requirements;

· financial risks, such as longer sales and payment cycles and greater difficulty collecting accounts receivable;

· fluctuations in currency exchange rates relative to the U.S. dollar; and

· inability to obtain, maintain or enforce intellectual property rights.

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●

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.

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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 ~~will~~have ~~need~~historically tosuffered ~~achieve~~net ~~commercial~~losses, ~~acceptance of our RPCs~~ and ~~related~~we ~~products~~may innot ~~order~~be able to ~~generate revenues from those operations and~~ sustain profitability.

~~Our~~We ~~goal~~had isan toaccumulated ~~ultimately~~deficit ~~produce~~of ~~asphaltic~~approximately ~~cement and/or~~$205 ~~other~~million ~~petroleum-based~~as ~~products~~of ~~from~~December 31, ~~the~~2025, ~~hydrocarbons we recover~~ and ~~sell these products to customers; however,~~ we ~~may~~expect ~~not be able~~ to ~~successfully~~continue ~~commercialize our products related~~ to ~~those~~incur ~~operations,~~significant ~~and~~development ~~even~~expenses ifin wethe ~~do,~~foreseeable wefuture ~~may~~related ~~not be able~~ to dothe socompletion onof ~~a timely basis. Superior competitive technologies may be introduced, or customer needs may change, which will diminish or extinguish~~ the ~~commercial~~development ~~uses for~~and ~~our~~commercialization ~~applications.~~of ~~We cannot predict when significant commercial market acceptance for~~ our ~~RPCs~~sites and ~~related~~ products. ~~will~~As ~~develop, if~~a ~~at all~~result, ~~and~~ we ~~cannot~~are ~~reliably~~incurring ~~estimate~~operating ~~the~~and ~~projected~~net ~~size~~losses, ofand ~~any~~it ~~such~~is ~~potential~~possible ~~market.~~that ~~If the markets fail to accept those products, then~~ we may ~~not~~never be able to ~~generate~~sustain ~~revenues~~the ~~from~~revenue ~~the~~levels ~~commercial~~necessary ~~application~~to ofachieve ~~our~~and ~~technologies~~sustain ~~related~~profitability. toIf ~~those~~we ~~products.~~fail ~~Our~~to ~~revenue growth~~generate ~~and~~sufficient ~~profitability~~revenues ~~will~~to ~~partially~~operate ~~depend~~profitably on ~~our~~a ~~ability~~consistent tobasis, ~~manufacture~~or ~~and~~if ~~deploy~~we ~~additional~~are ~~RPCs~~unable ~~and~~to ~~produce~~fund ~~asphaltic~~our ~~cement~~continuing ~~to the~~losses, ~~specifications~~you ~~required~~could bylose ~~each~~all ofor ~~our~~part ~~potential~~of ~~customers~~your investment.

We have identified material weaknesses in our internal control over financial reporting. Failure to maintain effective internal controls could cause our investors to lose confidence in us and adversely affect the market price of our common stock. If our internal controls are not effective, we may not be able to accurately report our financial results or prevent fraud.

Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”) requires that we maintain internal control over financial reporting that meets applicable standards. We may err in the design or operation of our controls, and all internal control systems, no matter how well designed and operated, can provide only reasonable assurance that the objectives of the control system are met. Because there are inherent limitations in all control systems, there can be no assurance that all control issues have been or will be detected. If we are unable, or are perceived as unable, to produce reliable financial reports due to internal control deficiencies, investors could lose confidence in our reported financial information and operating results, which could result in a negative market reaction and a decrease in our stock price.

We have identified material weaknesses in our internal controls related to the segregation of duties and financial reporting process within our internal controls. We believe that we will have substantially resolved our previously identified material weakness in our internal controls as we continue to hire personnel to fulfill the duties related to the financial reporting process and growth in our business. There can be no assurances that weakness in our internal controls will not occur in the future.

If we identify new material weaknesses in our internal control over financial reporting, if we are unable to comply with the requirements of Section 404 in a timely manner, if we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting (if and when required), we may be late with the filing of our periodic reports, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock could be negatively affected. As a result of such failures, we could also become subject to investigations by the stock exchange on which our securities are listed, the SEC, or other regulatory authorities, and become subject to litigation from investors and stockholders, which could harm our reputation, financial condition or divert financial and management resources from our core business, and would have a material adverse effect on our business, financial condition and results of operations.

A major portion of our business is dependent on the oil industry, which is subject to numerous worldwide variables.

Our prospective customers are concentrated in the oil industry. As a result, we will be subject to the success of the oil industry, which is subject to substantial volatility based on numerous worldwide factors. A decline in the oil industry may 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. We will compete with other participants in the search for oil sand properties and in the marketing of oil and other hydrocarbon products. 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 industry. The oil 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 extraction process. A significant reduction in the target market’s demand for oil 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.

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

Our operations are exposed to the risks inherent to our industry, such as equipment defects, vehicle accidents, fires, explosions, blowouts, pipe or pipeline failures, and various environmental hazards, such as oil spills and releases of, and exposure to, hazardous substances. For example, our operations are subject to risks associated with storage and handling of oil, including any mishandling or surface spillage. In addition, our operations are exposed to potential natural disasters, including blizzards, tornadoes, storms, floods, other adverse weather conditions and earthquakes. The occurrence of any of these events could result in substantial losses to us due to injury or loss of life, severe damage to or destruction of property, natural resources and equipment, pollution or other environmental damage, clean-up responsibilities, regulatory investigations and penalties or other damage resulting in curtailment or suspension of our operations. The cost of managing such risks may be significant. The frequency and severity of such incidents will affect operating costs, insurability and relationships with customers, employees and regulators. In particular, our customers may elect not to purchase our product if they view our environmental or safety record as unacceptable, which could cause us to lose customers and revenues.

Our operations in the U.S. Gulf of Mexico region are particularly susceptible to interruption and damage from hurricanes. Any of these operating hazards could cause personal injuries, fatalities, oil spills, discharge of hazardous substances into the air and water or environmental damage, lost production and revenue, remediation and clean-up costs and liability for damages, all of which could adversely affect our business, financial condition and results of operations and may not be fully covered by our insurance.

Our insurance may not be adequate to cover all losses or liabilities we may suffer. Furthermore, we may be unable to maintain or obtain insurance of the type and amount we desire at reasonable rates. As a result of market conditions, premiums and deductibles for certain of our insurance policies have increased and could escalate further. In addition, sub-limits have been imposed for certain risks. In some instances, certain insurance could become unavailable or available only for reduced amounts of coverage. If we were to incur a significant liability for which we are not fully insured, it could have a material adverse effect on our business, results of operations and financial condition. In addition, we may not be able to secure additional insurance or bonding that might be required by new governmental regulations. This may cause us to restrict our operations, which might severely impact our financial position.

Additionally, we may not have coverage if we are unaware of the pollution event and unable to report the “occurrence” to our insurance company within the time frame required under our insurance policy. In addition, these policies do not provide coverage for all liabilities, and the insurance coverage may not be adequate to cover claims that may arise, or we may not be able to maintain adequate insurance at rates we consider reasonable. A loss not fully covered by insurance could have a material adverse effect on our financial position, results of operations and cash flows.

WeTable ~~require a variety~~ of ~~permits to operate our business. If we are not successful in obtaining and/or maintaining those permits it will adversely impact our operations.~~ Contents

Our ~~business~~financial ~~requires~~condition ~~permits~~casts todoubts ~~operate.~~about ~~Our inability to obtain permits in a timely manner could result in substantial delays to~~ our ~~business.~~ability ~~In addition, our customers may not receive permitting for our equipment’s specific use and we may be unable~~ to ~~adjust~~continue ~~our~~as ~~equipment~~a togoing ~~meet our customer’s permitting needs~~concern. The issuance of permits is dependent on the applicable government agencies and is beyond our control and that of our customers. There can be no assurance that we and/or our customers will receive the permits necessary to operate, which could substantially and adversely affect our operations and financial condition.

WeAs ~~are~~a ~~required~~result of our financial condition, there is uncertainty regarding our ability to ~~pay~~continue ~~permit~~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 ~~approval fees~~increase our revenues to ~~operate~~a inpoint ~~certain~~where ~~business~~we ~~segments~~can fund our operations from our sales and ~~locations~~revenues. If we are not able to ~~pay~~do ~~those~~this, ~~fees~~we itmay ~~would~~not ~~adversely~~be ~~impact~~able ~~our~~to ~~business~~continue as an operating company.

We ~~are~~have ~~required~~identified tomaterial ~~pay~~weaknesses ~~various~~in ~~types~~our ofinternal ~~permit and~~control ~~approval~~over ~~fees~~financial toreporting, ~~the applicable governmental~~ and ~~quasi-governmental~~any ~~agencies~~failure ~~to operate our business. These fees are subject to change at the discretion~~ of ~~the~~these ~~various~~controls ~~agencies.~~could ~~Our~~prevent ~~inability~~accurate tofinancial ~~pay~~reporting ~~these~~or ~~permit~~fraud prevention and ~~approval~~materially ~~fees~~undermine ~~could~~investor ~~substantially~~confidence ~~and~~in ~~adversely affect~~ our ~~operations~~common ~~and financial condition~~stock.

WeSection 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”) requires us to maintain effective internal control over financial reporting. All internal control systems, ~~and~~however ~~our~~well ~~customers~~designed, have inherent limitations and ~~prospective~~can ~~customers~~provide only reasonable assurance that financial reporting objectives are met. If we fail, or are ~~subject~~perceived to ~~numerous~~fail, ~~governmental~~in ~~regulations~~producing reliable financial reports, ~~both~~investors ~~domestically~~could ~~and~~lose ~~internationally.~~confidence Inin ~~order~~our toreported ~~operate~~results, ~~successfully~~which wecould ~~must~~negatively beaffect ~~able comply~~the ~~with~~market ~~these~~price ~~regulations~~of our common stock.

~~Current~~We ~~and~~have ~~future~~identified ~~government~~material ~~laws,~~weaknesses ~~regulations and~~in ~~other~~our ~~legal~~internal ~~requirements~~controls ~~may~~related ~~increase~~to ~~the~~segregation ~~costs~~ of ~~doing~~duties ~~business~~and orthe ~~restrict~~financial ~~business~~reporting ~~operations~~process. ~~Laws,~~As ~~regulations and other legal requirements, such as those relating to the protection~~ of ~~the environment and natural resources~~December 31, ~~health~~2025, ~~business and tax have an effect on~~ our ~~cost~~Chief ofExecutive ~~operation~~Officer ~~or those of our customers. Such governmental regulation may result in delays, cause us to incur substantial compliance~~ and ~~other~~Chief ~~costs~~Financial ~~and~~Officer ~~prohibit~~concluded ~~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.~~:

~~For~~● ~~our~~Accounting ~~operations~~and ~~related~~financial toreporting ~~our~~personnel: ~~RPCs~~We welacked ~~currently~~sufficient ~~depend,~~personnel ~~and are likely~~ to ~~continue~~achieve toadequate ~~depend,~~segregation ~~on a limited number~~ of ~~customers~~duties ~~for~~and areview ~~significant~~controls ~~portion~~over oftechnical ~~our~~accounting ~~revenues~~matters ~~related~~and tospecialist ~~those operations.~~estimates

We● ~~currently~~Accounting ~~have two customers in Utah~~ and ~~a single~~financial ~~customer~~reporting inpersonnel: ~~Kuwait~~We ~~for~~had ~~our~~employee ~~RPCs~~turnover ~~and~~during ~~related~~the ~~products.~~year ~~The~~ended ~~failure~~December to31, ~~obtain~~2025, ~~additional~~which ~~customers~~impacted or the ~~loss~~consistency ofand ~~all~~effectiveness ~~or a portion~~ of ~~the~~internal ~~revenues~~controls, ~~attributable~~including totechnical ~~any~~accounting ~~current~~matters orand ~~future~~the ~~customer~~work ~~as a result~~ of ~~competition,~~specialists ~~creditworthiness,~~involved ~~inability~~in tothe ~~negotiate~~estimation ~~extensions or replacement of contracts or otherwise could have a material adverse effect on our business, financial condition, results of operations and cash flows~~process.

IfThese ~~our~~control ~~customers do not enter into~~deficiencies, ~~extend~~which ~~or honor~~are ~~their~~pervasive ~~contracts~~in ~~with us~~nature, ~~our~~result ~~profitability~~in ~~could~~a bereasonable ~~adversely~~possibility ~~affected.~~that ~~Our~~material ~~ability~~misstatements toof ~~receive payment for production depends on~~ the ~~continued~~financial ~~solvency~~statements ~~and~~will ~~creditworthiness~~not ofbe ~~our~~prevented ~~customers and prospective customers. If any of our customers’ creditworthiness suffers, we may bear an increased risk with respect to payment defaults. If customers refuse to accept our equipment~~ or ~~make~~detected ~~payments for~~on ~~which they have~~ a ~~contractual~~timely ~~obligation, our revenues could be adversely affected~~basis. In addition, if a substantial portion of our contracts are modified or terminated and we are unable to replace the contracts (or if new contracts are priced at lower levels), our results of operations will be adversely affected.

~~Our~~We ~~primary~~are ~~business~~taking issteps ~~impacted~~to byaddress ~~the oil~~these ~~industry~~material weaknesses, including hiring additional personnel and ~~the~~strengthening ~~manufacturing~~our ~~industry~~financial reporting processes. However, ~~which~~there ~~are~~can ~~subject~~be tono ~~uncertain~~assurance ~~economic~~that ~~conditions~~material weaknesses will not occur in the future.

~~The~~If ~~global~~new ~~economy~~material isweaknesses ~~subject~~are toidentified, ~~fluctuation~~or ~~and it~~if iswe ~~unclear~~fail ~~how~~to ~~stable~~comply ~~the~~with ~~oil~~Section 404 ~~industry~~requirements, ~~and~~we ~~the~~may ~~manufacturing industry will~~ be inunable ~~the~~to ~~future.~~assert ~~As a result, there can be no assurance~~ that ~~the~~our ~~business~~internal ~~will~~control ~~achieve~~over anticipated cash flow levels. Further, recent world events evolving out of trade disputes, increased terrorist activities and political and military action, and the COVID-19 pandemic, 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,~~reporting ~~and it~~ is ~~impossible to determine the likelihood of future events~~effective. ~~Any~~This ~~negative~~could ~~change~~result in ~~the~~delayed ~~general~~filings, ~~economic~~loss ~~conditions in the United States and globally could adversely affect the financial condition and operating results~~ of ~~the~~investor ~~business. We plan to expand our level of operations. Slower economic activity, concerns about inflation or deflation, decreased consumer~~ confidence, ~~reduced~~negative ~~corporate~~impacts ~~profits~~on ~~and~~our ~~capital~~stock ~~spending~~price, ~~adverse~~ ~~business~~regulatory ~~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~~investigations, ~~especially~~or 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 politicallitigation, ~~social~~any ~~and~~of ~~economic~~which ~~conditions~~could ~~make~~materially ~~it extremely difficult for us to accurately forecast~~ and ~~plan~~adversely ~~future~~affect ~~business activities. If such conditions continue or worsen, then~~ our business, financial condition, ~~and~~ results of operations, ~~could be materially~~ and ~~adversely affected~~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.

WeTable ~~will~~of ~~continue to be subject to competition in our business.~~Contents

~~Our~~Because ~~oil~~we ~~remediation~~are ~~equipment~~required ~~utilizes specific technology~~ to ~~extract~~pay ~~oil~~permit ~~from~~and ~~sand.~~approval ~~Oil~~fees ~~producers are continually investigating alternative oil production technologies with a view~~ to ~~reduce~~ ~~production~~operate ~~costs.~~in Incertain ~~addition,~~business ~~industries~~segments ~~that~~and ~~compete with the oil industry~~locations, ~~such~~failure ~~as the electric power industry, also continue~~ to ~~innovate~~pay ~~and~~such ~~create~~fees ~~products that compete with the oil industry. There can be no assurance that superior alternative technologies will emerge, which~~ could ~~reduce~~materially ~~the demand for~~ and ~~price~~adversely ofaffect our ~~product and services~~business.

~~The~~We ~~market~~are ~~for~~required ~~our~~to ~~products~~pay ~~and~~various ~~services~~permit ~~is highly competitive~~ and isapproval ~~becoming~~fees ~~more~~to ~~so,~~governmental ~~which~~and ~~could~~quasi-governmental ~~hinder~~agencies ~~our ability~~ to ~~successfully~~operate ~~market~~in ~~our~~certain ~~products~~business segments and ~~services~~locations. WeThese ~~may~~fees ~~not~~are ~~have the~~subject ~~resources,~~to ~~expertise~~change orat ~~other~~the ~~competitive~~discretion ~~factors~~of ~~to compete successfully in~~ the ~~future~~various agencies. WeOur ~~expect~~inability to ~~face~~pay ~~additional~~these ~~competition from~~permit ~~existing competitors~~ and ~~new~~approval ~~market~~fees ~~entrants~~could insubstantially ~~the~~and ~~future.~~adversely ~~Many~~affect of our ~~competitors~~operations ~~have greater name recognition~~ and ~~more~~financial ~~established relationships in the industry than we do~~condition. ~~As a result, these competitors may be able to:~~

·Because ~~develop~~we and ~~expand~~our ~~their~~customers ~~product~~are ~~offerings~~subject ~~more rapidly; · adapt~~ to ~~new~~numerous ordomestic ~~emerging changes in customer requirements more quickly; · take advantage of acquisition~~ and ~~other~~international ~~opportunities~~governmental ~~more~~regulations, ~~readily;~~our ~~and~~continued ·success ~~devote~~depends ~~greater~~on ~~resources~~our ability to ~~the~~comply ~~marketing~~with ~~and~~these ~~sale of their products and adopt more aggressive pricing policies than we can~~requirements.

~~Regarding~~Current ~~our~~and ~~crude~~future ~~oil~~government ~~gathering~~laws, ~~storage~~ regulations and ~~transportation~~other ~~business,~~legal ~~many~~requirements may increase the costs of ~~our~~doing ~~competitors~~business ~~are~~or ~~large~~restrict ~~tank~~business ~~farm~~operations. ~~businesses~~Laws, regulations and ifother ~~one~~legal orrequirements, ~~more~~such as those relating to the protection of ~~them~~the ~~built~~environment ~~storage~~and ~~tanks~~ natural resources, health, business and~~/or~~ ~~facilities~~tax ~~near~~have an effect on our ~~current~~cost ~~facilities~~of ~~they~~operation ~~could~~or ~~compete~~those ~~with~~of usour ~~for~~customers. ~~business~~Such atgovernmental ~~our~~regulation ~~current~~may ~~location.~~result Asin ~~larger companies~~delays, ~~they~~cause ~~have~~us ~~greater~~to ~~resources~~incur ~~than~~substantial wecompliance doand toother ~~compete~~costs ~~for~~and prohibit or severely restrict our business inor that of our ~~area~~customers, ~~and~~which ~~may~~could behave ~~able~~an toadverse ~~price~~effect uson ~~out~~our of business, financial condition, results of operations and cash flows.

We ~~carry~~currently ~~insurance~~depend, ~~coverage~~and ~~against~~are ~~liabilities for~~likely ~~personal~~to ~~injury,~~continue ~~death~~to ~~and property damage~~depend, ~~but~~on ~~there~~a islimited nonumber ~~guarantee~~of ~~this~~customers ~~coverage~~for ~~will~~a besignificant ~~sufficient~~portion toof ~~cover~~our usrevenues ~~against~~related ~~all~~to ~~claims~~our operations.

~~Although~~For the year ended December 31, we2025, ~~maintain~~approximately ~~insurance~~23% ~~coverage~~of ~~against liability~~our ~~for~~total ~~personal~~revenues ~~injury,~~was ~~death~~generated ~~and~~from ~~property~~one ~~damage.~~major ~~There~~customer, ~~can~~who bewas noa ~~assurance~~related ~~that~~party. ~~this~~In ~~insurance~~addition, ~~will~~we berely ~~sufficient~~on toa ~~cover~~limited ~~any such~~number ~~liabilities.~~of Wecustomers ~~may~~across ~~not~~our becrude ~~insured~~oil ortransportation, ~~fully~~terminaling ~~insured~~and ~~against~~storage, ~~the~~marketing ~~losses~~and ortrading, ~~liabilities~~and ~~that~~remediation ~~could~~segments. ~~arise~~Many ~~from~~of aour ~~casualty~~contracts indo ~~the~~not ~~business operations.~~include Inminimum ~~addition~~volume commitments, ~~there~~and ~~can~~demand befrom nothese ~~assurance~~customers ~~that~~may ~~particular~~fluctuate ~~risks~~due ~~that~~to ~~are~~factors ~~currently~~beyond ~~insurable~~our ~~will~~control. ~~continue~~The toloss beof ~~insurable~~any ~~on an~~major ~~economical~~customer, ~~basis~~a orreduction ~~that~~in volumes, or the ~~current~~inability ~~levels~~to ofrenew ~~coverage~~or ~~will~~replace ~~continue~~contracts due to becompetition, ~~available.~~credit Ifissues, aor ~~loss~~other ~~occurs~~factors ~~that~~could ismaterially ~~partially~~and oradversely ~~completely uninsured~~affect our revenues, weresults ~~may~~of ~~incur~~operations, acash ~~significant~~flows, ~~liability~~and financial condition.

WeIf ~~may~~we beare unable to ~~adequately~~begin ~~protect~~operations with our ~~proprietary~~RPCs ~~rights~~and remediation services, or if delays or other risks inherent in early-stage operations occur, we could incur substantial losses.

Our ~~ability~~RPCs toand ~~compete~~related ~~partly~~remediation ~~depends~~services onare ~~the~~at ~~superiority, uniqueness~~an ~~and~~early ~~value~~stage of ~~our~~operations, ~~intellectual~~and ~~property.~~their Tosuccess ~~protect~~is ~~our~~subject ~~proprietary~~to ~~rights,~~the wesubstantial ~~will~~risks ~~rely~~inherent onin establishing a ~~combination~~new ofbusiness ~~patents,~~venture. ~~copyrights and~~We ~~trade~~may ~~secrets,~~be ~~confidentiality~~unable ~~agreements~~to ~~with~~successfully commission our ~~employees~~RPCs, ~~and~~secure ~~third~~contracts ~~parties~~for remediation services, ~~and~~or ~~protective~~begin ~~contractual~~operations ~~provisions~~as planned. ~~Despite~~Delays ~~these efforts~~or difficulties in commissioning, ~~any~~operational ofinterruptions, or the ~~following~~need ~~occurrences~~to ~~may~~relocate ~~reduce~~facilities ~~the~~could ~~value~~result ofin ~~our~~substantial ~~intellectual property:~~losses.

·The ~~Our~~construction ~~applications~~and ~~for~~operation ~~patents~~of ~~relating~~the toRPCs ~~our~~involve ~~business~~risks ~~may~~related ~~not~~to bespecialized ~~granted~~manufacturing ~~and~~equipment, ifplant ~~granted~~operations, ~~may~~and beexternal ~~challenged~~factors orbeyond ~~invalidated; · Issued patents may not provide us with any competitive advantages; · Our efforts to protect~~ our ~~intellectual~~control, ~~property~~including ~~rights~~adverse ~~may~~weather, ~~not~~strikes, beenergy ~~effective~~shortages, incost ~~preventing~~inflation, ~~misappropriation~~environmental ofconditions, ~~our technology; · Our efforts may not prevent the development~~ and ~~design~~legal ~~by others of products~~ or ~~technologies~~regulatory ~~similar~~matters. toDamage, ~~or competitive with~~destruction, or ~~superior~~malfunction toof ~~those~~critical weequipment ~~develop;~~could orimpair ·our ~~Another~~ability ~~party~~to ~~may~~commence ~~obtain~~or acontinue ~~blocking~~operations, ~~patent~~ and wecost ~~would~~overruns, ~~need~~changes toin ~~either~~design, ~~obtain a license~~ or ~~design~~additional ~~around~~compliance ~~the~~requirements ~~patent~~could inincrease ~~order~~capital toand ~~continue~~operating toexpenses, ~~offer~~negatively ~~the~~affecting ~~contested~~our ~~feature~~financial orcondition ~~service~~and inresults ~~our~~of ~~products~~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 ~~patent~~intellectual property rights, we may initiate ~~patent~~ litigation ~~against~~or ~~third parties. In addition, we may~~ become subject to interference or opposition proceedings ~~conducted~~ in patent and trademark offices. toThese ~~determine~~matters ~~the~~are ~~priority~~often expensive and ~~patentability~~time-consuming, ofand ~~inventions~~could divert our technical and management personnel from their normal responsibilities. ~~The~~An ~~defense~~adverse ofdetermination ~~intellectual~~could ~~property rights,~~put ~~including~~our pending patent ~~rights~~applications ~~through~~at ~~lawsuits,~~risk ~~interference~~of not being issued or ~~opposition~~limit ~~proceedings,~~our ~~and~~ability ~~other~~to ~~legal~~protect ~~and~~existing ~~administrative~~rights. ~~proceedings~~In addition, ~~would~~ bethe ~~costly~~discovery ~~and~~process ~~divert~~in ~~our~~such ~~technical~~proceedings ~~and~~creates ~~management~~a ~~personnel~~risk ~~from~~that ~~their~~some ~~normal~~of ~~responsibilities.~~our Anconfidential ~~adverse~~information ~~determination~~could ofbe ~~any litigation~~disclosed orthrough ~~defense~~documents, ~~proceedings~~depositions, ~~could~~or ~~put~~testimony, ~~our~~which ~~pending~~could ~~patent~~materially ~~applications~~and atadversely ~~risk~~affect ofour ~~not~~business ~~being~~and ~~issued~~financial results.

Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. For example, during the course of this type of litigation, confidential information may be inadvertently disclosed in the form of documents or testimony in connection with discovery requests, depositions or trial testimony. This disclosure could have a material adverse effect on our business and our financial results.20

~~Our~~Table ~~RPC business operations rely on our ability to transport our equipment to different locations. Any impact on the cost, availability and reliability~~ of ~~transportation could adversely affect our business.~~Contents

~~The~~Our ~~availability~~business ~~and~~involves ~~reliability~~litigation ofrisk, ~~transportation~~ and ~~fluctuation~~we inare ~~transportation~~currently ~~costs~~involved ~~could negatively impact our business. Transportation logistics play an important role~~ in ~~the~~litigation ~~sale of~~that our RPC products and related services and in the oil industry generally. Delays and interruptions of transportation 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~~impact ~~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 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 ~~operates~~ operations must comply with applicable zoning and land use regulations. Any ~~unknown~~existing orand future violations, changes in zoning laws, or challenges by local authorities could limit orour ability to operate, require costly modifications, or force us to ~~cease~~relocate ~~operations~~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.

We may be subject to liability if our equipment does not perform as expected.

We may be exposed to liability in the event our equipment does not perform as expected. We intend to enter into contracts with customers, which will grant certain rights with respect to the condition and use of our products. Certain contractual and legal claims could arise in the event the equipment does not perform as expected and in the event of personal injury, death or property damage as a result of the use of our equipment. There can be no assurance that particular risks are insured or, if insured, will continue to be insurable on an economical basis or that current levels of coverage will continue to be available. We may be liable for any defects in the equipment or its products and services and uninsured or underinsured personal injury, death or property damage claims.

Our RPC business depends on our ability to manufacture various pieces of equipment, many of which are quite large. Any disruption in our manufacturing ability will adversely affect our business and operations.

Our RPC business involves manufacturing and plant operation risks of delay that may be outside of our control. Production or services may be delayed or prevented by factors such as adverse weather, strikes, energy shortages, shortages or increased costs of materials, inflation, environmental conditions, legal matters and other unknown contingencies. Our RPC business also requires certain manufacturing apparatus to manufacture the equipment. If the manufacturing apparatus were to suffer major damage or are destroyed by fire, abnormal wear, flooding, incorrect operation or otherwise, we may be unable to replace or repair such apparatus in a timely manner or at a reasonable cost, which would impact the our ability to stay in production or service. Any significant downtime of the equipment manufacturing could impair our ability to produce for or serve customers and materially and adversely affect our results of operations. In addition, changes in the equipment plans and specifications, delays due to compliance with governmental requirements or impositions of fees or other delays could increase production costs beyond those budgeted for the business. If any cost overruns exceed the funds budgeted for operations, the business would be negatively impacted.

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

The manufacturing and operation of the equipment 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.

If critical components become unavailable or our suppliers delay their production of our key components, our business will be negatively impacted.

Our ability to get key components to build our RPCs and related equipment is crucial to our ability to manufacture our products. These components are supplied by certain third-party manufacturers, and we may be unable to acquire necessary amounts of key components at competitive prices.

If we are successful in our growth, outsourcing the production of certain parts and components would be one way to reduce manufacturing costs. We plan to select these particular manufacturers based on their ability to consistently produce these products according to our requirements in an effort to obtain the best quality product at the most cost-effective price. However, the loss of all or any one of these suppliers or delays in obtaining shipments would have an adverse effect on our operations until an alternative supplier could be found, if one may be located at all. If we get to that stage of growth, such loss of manufacturers could cause us to breach any contracts we have in place at that time and would likely cause us to lose sales.

~~Any~~Table ~~shortage~~ of ~~skilled labor would have a detrimental impact on our ability to provide our products and services.~~Contents

~~The~~We ~~manufacturing~~may ~~and~~be ~~operating~~subject ofto ~~our~~liability ~~equipment requires~~if ~~skilled~~our ~~laborers. In the event there is a shortage of labor~~equipment, ~~including skilled labor~~facilities, ~~it could have an adverse impact on our productivity~~ and ~~costs~~assets ~~and~~do ~~our~~not ~~ability~~perform toas ~~expand production in the event there is an increase in demand for our product or services~~expected.

We ~~rely~~may onbe ~~third~~exposed ~~party~~to ~~contractors~~liability ~~for~~if ~~some~~ our equipment, facilities, or other assets fail to perform as intended. Contracts with customers typically grant rights regarding the condition and use of our ~~operations~~products and services, and certain contractual or legal claims could arise in the event of equipment failure, defects, or accidents. IfSuch claims could involve personal injury, death, property damage, or pollution. While we maintain insurance coverage, there can be no assurance that all risks are ~~unable~~insured, tothat ~~find~~insurance ~~quality~~will ~~contractors~~remain available on economically reasonable terms, itor ~~would~~that ~~severely~~our ~~impact~~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.

WeAny ~~outsource~~accident ~~certain~~at ~~aspects of~~ our ~~business~~facilities ~~to third~~could ~~party contractors. We are~~ subject tous ~~the risks associated with such contractors’ ability~~ to ~~successfully~~substantial ~~provide the necessary services to meet the needs of our business~~liability. If the contractors are unable to adequately provide the contracted services, and we are unable to find alternative service providers in a timely manner, our ability to operate the business may be disrupted, which may adversely affect our business, financial condition, results of operations and cash flows.

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 ~~members of unions~~unionized, ~~we may become adversely effected by union activities. We are not subject to any collective bargaining or union agreement; however, it is possible that~~ future employees may ~~join or~~ seek ~~recognition to form a labor~~ union representation or ~~may~~collective bebargaining ~~required~~agreements. toUnionization ~~become~~could aincrease labor ~~agreement signatory. If some or all of our employees become unionized~~costs, itreduce ~~could adversely affect~~ productivity, ~~increase labor costs~~ and ~~increase~~ raise the risk of work stoppages. IfAny a work stoppage ~~were to occur, it~~ could ~~interfere~~disrupt ~~with the business~~ operations and ~~have~~materially aand ~~material~~adversely ~~adverse effect~~affect on our business, financial condition, results of operations, and cash flows.

IfFuture weacquisitions may fail, tobe ~~make the Threshold Payment~~costly, or ~~otherwise~~difficult ~~breach~~to ~~the terms of the MIPA~~integrate, ~~the~~which ~~transaction~~could ~~consummated~~materially byharm ~~the~~our ~~MIPA~~business ~~may~~and bestock ~~unwound~~value.

~~Under~~Our ~~the~~growth ~~terms~~strategy ofincludes ~~the MIPA,~~acquiring weadditional ~~agreed~~companies, ~~with~~crude ~~the~~oil ~~Sellers~~marketing ~~that~~strategies, inand ~~the~~transportation ~~event~~or offacility aassets, ~~breach~~but ofwe ~~the~~may ~~terms~~not ofbe ~~the~~able ~~MIPA~~to identify, ~~the~~negotiate, ~~Notes~~finance, or ~~the~~close ~~Pledge~~acquisitions ~~Agreement~~on acceptable terms, ~~the~~if ~~sole and~~at ~~exclusive~~all. ~~remedy~~Even ofif ~~the~~acquisitions ~~parties~~are ~~will~~completed, bewe tomay ~~unwind~~face ~~the~~challenges ~~MIPA~~managing ~~transaction~~multiple ~~(the~~businesses ~~“Unwinding”).~~or Inintegrating ~~any~~new ~~such~~operations, ~~Unwinding~~including differences in corporate culture, ~~the~~systems, ~~Membership Interest~~personnel, ~~will~~or becompetitive ~~transferred~~environments. toAcquisitions ~~Sellers~~may ~~and~~also ~~Sellers~~involve ~~will~~companies ~~assign~~with ~~and~~limited ~~transfer~~operating tohistories, ussmall market shares, ~~the~~reliance ~~number~~on ofkey ~~shares~~personnel, ofunpredictable ~~our~~operating ~~common~~results, ~~stock~~litigation ~~constituting the~~exposure, ~~Purchaser~~rapidly ~~Stock~~changing ~~Consideration~~products, ~~and~~or ~~any~~significant ~~other~~capital ~~amounts~~requirements. ~~(the~~Competition ~~“Pre-Payment~~from ~~Amounts”)~~other ~~paid~~investors tomay ~~Sellers~~further byincrease usacquisition ~~above~~costs ~~and~~or ~~beyond the~~limit ~~monthly~~available ~~amounts~~opportunities. ~~required~~Future toacquisitions bemay ~~paid~~fail to ~~Sellers~~perform ~~under~~as ~~the~~expected, ~~Notes.~~and Ifany ~~the~~of ~~MIPA~~these ~~transaction~~risks ~~were~~could tomaterially beand ~~unwound~~adversely weaffect ~~would~~our nobusiness, ~~longer~~results ~~own SDF~~of ~~and~~operations, ~~WCCC~~financial condition, ~~which~~and ~~would~~the ~~substantially~~trading ~~impact~~price of our ~~operations~~common ~~and revenues~~stock.

Although our shares of Common Stock have been approved for listing on The Nasdaq Capital Market, our shares of Common Stock may be subject to potential delisting if we do not meet or continue to maintain the listing requirements of The Nasdaq Capital Market.

Our shares and warrants have been approved for listing 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.

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.

~~Risks~~Table ~~Relating~~of ~~to the Offering~~Contents

~~You~~Our ~~may~~ability ~~lose~~to ~~all~~grow ofand ~~your~~execute ~~investment~~our core business operations may be limited.

~~Investing~~Following inthe ~~our~~sale ~~Common~~of ~~Stock~~certain ~~involves~~non-core aassets, ~~high degree~~our ofprimary ~~risk.~~focus Asis anon ~~investor~~crude oil transportation, ~~you~~facilities ~~might~~services, ~~never~~marketing ~~recoup~~and ~~all~~trading, orand ~~even~~remediation. ~~part~~While ofwe intend to expand these operations, ~~your~~there ~~investment~~can ~~and~~be ~~you~~no ~~may~~assurance ~~never~~that ~~realize~~we ~~any~~will ~~return~~be onsuccessful ~~your investment~~in doing so. ~~You~~If ~~must~~we beare ~~prepared~~unable to ~~lose~~effectively ~~all~~execute ~~your~~our ~~investment~~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.

~~The~~We ~~market price of our Common Stock~~ may be ~~highly~~have ~~volatile,~~insufficient ~~you~~resources ~~may not be able~~ to ~~resell~~cover ~~your~~our ~~shares~~operating atexpenses ~~or above your purchase price~~ and ~~you~~the ~~could~~expenses ~~lose~~of ~~all~~raising ormoney ~~part~~and ofconsummating ~~your investment~~acquisitions.

~~The~~We ~~trading~~have ~~price~~limited ofcash to cover our ~~Common~~operating ~~Stock~~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 ~~volatile~~forced to obtain additional financing, either from our management or third parties. ~~Our~~ ~~stock~~We ~~price~~may ~~could~~not be ~~subject~~able to ~~wide~~obtain ~~fluctuations~~additional infinancing ~~response~~on acceptable terms, if at all, and neither our management nor any third party is obligated to provide any financing. This could have a ~~variety~~negative ofimpact ~~factors,~~on ~~including~~our ~~the~~company ~~following:~~and our stock price.

·The ~~actual~~conflict ~~or anticipated fluctuations~~ in ~~our~~Iran, ~~revenue~~which ~~and~~escalated ~~other~~sharply ~~operating results; · actions of securities analysts who initiate or maintain coverage of us, changes~~ in ~~financial~~late ~~estimates by any securities analysts who follow our company~~February 2026, orhas ~~our~~caused ~~failure~~uncertainty toin ~~meet these estimates or~~ the ~~expectations~~energy ~~of investors;~~markets.

·As ~~issuance~~ of May 2026, our ~~equity~~business oris ~~debt~~subject ~~securities~~to significant risks arising from the ongoing armed conflict involving the United States, orIsrael, ~~disclosure~~and orIran, ~~announcements~~which ~~relating~~has ~~thereto;~~materially ·disrupted regional energy markets, critical infrastructure, and the ~~lack~~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 athe ~~meaningful~~Strait of Hormuz — the world’s single most critical energy chokepoint — to most commercial shipping, ~~consistent~~with Iran threatening to fire on vessels attempting transit and ~~liquid~~commercial ~~trading~~operators, ~~market~~major ~~for~~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 ~~Common~~business, ~~Stock;~~our ability to obtain insurance at reasonable levels, and other potential unforeseen consequences.

· additional shares of our Common Stock being sold into the market by us or our stockholders or the anticipation of such sales; · announcements by us or our competitors of significant events or features, technical innovations, acquisitions, strategic partnerships, joint ventures or capital commitments; · changes in operating performance and stock market valuations of companies in our industry; · price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole; · lawsuits threatened or filed against us; · regulatory developments in the United States and foreign countries; and · other events or factors, including those resulting from the impact of COVID-19 pandemic, war or incidents of terrorism, or responses to these events.

In addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. Broad market and industry factors may negatively affect the market price of our Common Stock, regardless of our actual operating performance.

~~Under~~Table ~~the MIPA, we issued the Sellers shares~~ of our common stock equal to approximately 19.99% of our then-outstanding common stock. Those shares are being registered for resale in this prospectus. If the Sellers sell some or all of the shares in the public market it could cause our stock price to fall. Contents

~~Sales~~Risks ofRelated ~~a substantial number of shares of our Common Stock in the public market or the perception that these sales might occur, could depress the market price of our Common Stock and could impair our ability~~ to ~~raise capital through the sale of additional equity securities. We are unable to predict the effect that sales may have on the prevailing market price of~~ our Common Stock.

~~Risks~~Although ~~Related~~our toshares ~~Our~~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.

WeOur ~~are~~common anstock ~~“emerging growth~~is ~~company”~~listed ~~and~~on Nasdaq; however, to keep our listing on Nasdaq, we ~~cannot~~are berequired to maintain: (i) a minimum bid price of $1.00 per share, (ii) a certain ifpublic float, (iii) a certain number of round lot shareholders and (iv) one of the ~~reduced~~following: ~~reporting~~a ~~requirements~~net ~~applicable~~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 ~~emerging~~be ~~growth~~suspended ~~companies~~from ~~will~~trading ~~make~~ on Nasdaq. We recently regained compliance with Nasdaq’s $1.00 minimum bid price requirement and our Common Stock ~~less~~was ~~attractive~~re-listed toon ~~investors~~Nasdaq on April 27, 2026.

WeIf ~~are~~our ansecurities ~~“emerging growth~~are ~~company”~~ever asdelisted ~~defined~~from inNasdaq, ~~the~~trading ~~JOBS~~will ~~Act.~~most ~~For~~likely astake ~~long~~place ason wethe ~~continue~~OTC toMarketplace beoperated anby ~~emerging~~OTC ~~growth~~Markets ~~company,~~Group weInc. ~~may~~An ~~take~~investor ~~advantage~~is ~~of exemptions~~likely ~~from~~to ~~various~~find ~~reporting~~it ~~requirements~~less ~~that~~convenient ~~are applicable~~ to ~~other~~sell, ~~public~~or ~~companies~~to ~~that~~obtain ~~are~~accurate ~~not~~quotations ~~emerging~~in ~~growth~~seeking ~~companies, including (1) not being required~~ to ~~comply~~buy, ~~with~~our ~~the~~Common ~~auditor~~Stock ~~attestation~~on ~~requirements~~an ~~of Section 404 of~~ over-the ~~Sarbanes~~-~~Oxley~~counter ~~Act~~market, ~~(2) reduced disclosure~~and ~~obligations~~many ~~regarding~~investors ~~executive~~may ~~compensation~~not inbuy ~~this~~or ~~prospectus~~sell ~~and~~ our ~~periodic~~Common ~~reports~~Stock ~~and~~due ~~proxy~~to ~~statements,~~difficulty ~~and~~in ~~(3) exemptions from~~accessing over-the-counter ~~requirements~~markets, ofor ~~holding~~due ato ~~nonbinding~~policies ~~advisory~~preventing ~~vote~~them onfrom ~~executive~~trading ~~compensation~~in ~~and~~securities ~~stockholder approval of any golden parachute payments~~ not ~~previously~~listed ~~approved.~~on Ina ~~addition,~~national asexchange anor ~~emerging~~other ~~growth company~~reasons, ~~we are only required to provide two years of audited financial statements~~ and ~~two years of selected financial data in this prospectus. We could be an emerging growth company until the fifth anniversary of the first sale of~~ our ~~common~~ability ~~stock pursuant~~ to aissue ~~registration~~additional ~~statement~~securities ~~occurs,~~for ~~although~~financing ~~circumstances~~or ~~could~~other ~~cause us to lose that status earlier~~purposes, ~~including~~or ifotherwise ~~the~~to ~~market~~arrange ~~value~~for ~~of our common stock held by non-affiliates exceeds $700.0 million as of June 30 of~~ any ~~year~~ orfinancing if we ~~have~~may ~~total~~need ~~annual~~in ~~gross~~the ~~revenue of $1.07 billion or more during any fiscal year~~future, ~~in which~~may ~~cases~~also ~~we would no longer~~ be anmaterially ~~emerging~~and ~~growth~~adversely ~~company~~affected asif ofour ~~the~~Common ~~following~~Stock ~~December 31,~~is ornot iftraded weon ~~issue~~a ~~more~~national ~~than~~securities $1exchange.~~0 billion in~~ ~~nonconvertible~~For ~~debt~~these ~~during~~reasons ~~any~~and ~~three-year period~~others, indelisting ~~which case we~~ would noadversely ~~longer~~affect bethe ~~an emerging growth company immediately. Even after we no longer qualify as an emerging growth company~~liquidity, wetrading ~~may~~volume ~~still~~and ~~qualify~~price ~~as a “smaller reporting company” which would allow us to take advantage~~ of ~~many~~our ofCommon ~~the~~Stock, ~~same~~causing ~~exemptions from disclosure requirements including not being required to comply with~~ the ~~auditor~~ ~~attestation~~value ~~requirements~~ of ~~Section 404~~an ofinvestment ~~the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation~~ in ~~this~~us ~~prospectus~~to ~~and~~decrease ~~our periodic reports~~ and ~~proxy~~having ~~statements.~~an Weadverse ~~cannot~~effect ~~predict if investors will find our Common Stock less attractive because we may rely~~ on ~~these exemptions. If some investors find~~ our ~~Common~~business, ~~Stock~~financial ~~less~~condition ~~attractive~~and asresults aof ~~result~~operations, ~~there~~including ~~may be~~our aability ~~less~~to ~~active~~attract ~~trading~~and ~~market~~retain ~~for~~qualified ~~our~~executives ~~Common~~and ~~Stock~~employees and ~~our~~to ~~share~~raise ~~price may be more volatile~~capital.

~~Under the~~Our ~~JOBS~~Common ~~Act,~~Stock ~~emerging~~may ~~growth~~be ~~companies~~affected ~~can~~by ~~also~~limited ~~delay~~trading ~~adopting~~volume new or revised accounting standards until such time as those standards apply to private companies. We have elected to use the extended transition period under the JOBS Act until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and ~~irrevocably opt out of the extended transition period provided in the JOBS Act. As a result,~~ our ~~financial~~share ~~statements~~price may ~~not~~ be ~~comparable~~volatile, towhich ~~companies~~could ~~that~~adversely ~~comply~~impact ~~with~~the ~~new~~value ~~or revised accounting pronouncements as~~ of ~~public~~our ~~company~~Common ~~effective dates~~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.

WeTable ~~are~~of ~~a smaller reporting company, and we cannot be certain if the reduced disclosure requirements applicable to smaller reporting companies will make our Common Stock less attractive to investors.~~Contents

~~We are~~If currently a “smaller reporting company”, meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and we have a public float of less than $250 million and annual revenues of less than $100 million during our ~~most~~shares ~~recently~~become ~~completed~~subject ~~fiscal year. In the event that we are still considered a smaller reporting company at such time as we cease being an “emerging growth company,” we will be required~~ to provide additional disclosure in our SEC filings. However, similar to emerging growth companies, smaller reporting companies are able to provide simplified executive compensation disclosures in their filings; are exempt from the ~~provisions~~penny ofstock Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filingsrules, ~~including,~~it ~~among~~would ~~other~~become ~~things, only~~more ~~being~~difficult ~~required~~ to ~~provide~~trade ~~two years of audited financial statements in annual reports and in a registration statement under the Exchange Act on Form 10. Decreased disclosures in~~ our ~~SEC filings due to our status as a smaller reporting company may make it harder for investors to analyze our results of operations and financial prospects~~shares.

WeIf we do not ~~anticipate~~retain ~~paying~~a ~~dividends~~listing on Nasdaq and if the price of our ~~Common~~common ~~Stock~~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 ~~investors~~receive ~~may~~(i) ~~lose~~the purchaser’s written acknowledgment of the ~~entire~~receipt ~~amount~~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 ~~investment~~shares.

~~Cash~~Conversion ~~dividends have never been declared or paid on our Common Stock, and we do not anticipate such a declaration or payment for the foreseeable future. Any future determination about the payment~~ of ~~dividends will be made at the discretion of~~ our ~~board~~outstanding ofconvertible ~~directors~~notes ~~and~~could ~~will~~result depend upon our earnings, if any, capital requirements, operating and financial conditions, contractual restrictions, including any loan or debt financing agreements, and on such other factors as our board of directors deems relevant. In addition, we may enter into agreements in ~~the~~substantial ~~future~~dilution ~~that could contain restrictions on payments of cash dividends. We expect~~ to ~~use~~existing ~~future earnings, if any, to fund business growth. Therefore,~~ stockholders ~~will~~and ~~not~~depress ~~receive~~the ~~any~~market ~~funds absent~~price ~~a sale~~ of ~~their shares of~~ our ~~Common~~common ~~Stock. If we do not pay dividends, our Common Stock may be less valuable because a return on your investment will only occur if our~~ stock ~~price appreciates~~. We cannot assure stockholders of a positive return on their investment when they sell their shares of our Common Stock, nor can we assure that stockholders will not lose the entire amount of their investment.

~~Provisions~~We incurrently ~~our~~have ~~articles~~a number of ~~incorporation and~~outstanding ~~bylaws~~convertible ~~and~~promissory ~~Nevada~~notes ~~law~~with ~~might~~an ~~discourage~~aggregate face value of $22,325,229, ~~delay~~plus orinterest, ~~prevent~~including athe ~~change~~recent $15,000,000 Notes. In the event the holders of ~~control~~those notes elect to convert the amounts due under the notes into shares of our ~~Company~~common stock, or ~~changes~~we elect to make the payments due under the notes in shares of our ~~management~~common ~~and~~stock, ~~therefore, depress~~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~~common ~~Stock~~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.

~~Our~~Although ~~articles~~we ofdo ~~incorporation~~not ~~and~~believe ~~bylaws~~that ~~contain provisions~~we ~~that~~are, ~~could~~or ~~depress~~will be, an investment company covered by the ~~trading~~Investment ~~price~~Company Act of ~~our~~1940, ~~Common~~if ~~Stock~~we byare ~~acting~~deemed to ~~discourage~~be an investment company, ~~delay~~we ormay ~~prevent~~be arequired ~~change~~to ininstitute ~~control~~burdensome ofcompliance requirements and our ~~company~~ oractivities ~~changes~~may inbe ~~our~~restricted, ~~management~~which ~~that~~may ~~the~~make ~~stockholders~~it ofdifficult ~~our~~for ~~Company~~us ~~may~~to ~~deem~~engage ~~advantageous.~~in ~~These~~strategic ~~provisions:~~transactions.

·A ~~provide~~company that, ~~directors~~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 ~~only~~nevertheless be ~~removed~~deemed an investment company under the Investment Company Act if more than 40% of such company’s assets are deemed to be “~~for~~investment ~~cause~~securities.”;

·We ~~authorize~~are not in the ~~issuance~~business of ~~“blank~~buying ~~check”~~and ~~preferred~~selling ~~stock~~securities ~~that~~of other companies. As our ~~board~~strategy ofhad ~~directors~~involved the Company investing in other companies, including Adapti, Inc., it is possible that we could ~~issue~~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 ~~time~~loan agreements that were settled in the form of equity because cash was not available for the borrowers to ~~time~~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 ~~increase~~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 ~~number~~units of ~~outstanding~~ownership ~~shares~~for these entities, nor rights to royalties, have any market and ~~discourage~~are anot ~~takeover~~traded, ~~attempt;~~and such interests are accounted for at cost.

·In ~~eliminate~~order not to be regulated as an investment company under the ~~ability~~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 ~~stockholders~~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 ~~call~~develop ~~special~~and ~~meetings~~production increases, the percentage of ~~stockholders~~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.

· provide that the board of directors is expressly authorized to make, alter or repeal our bylaws;

· establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings; and

· require supermajority approvals to remove the protective provisions in our certificate of incorporation and bylaws listed above or to amend our bylaws.

Such provisions could impede any merger, consolidation, takeover or other business combination involving the company or discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of the company.

~~CAUTIONARY~~Table ~~NOTE~~of ~~REGARDING FORWARD-LOOKING STATEMENTS~~Contents

~~This~~If ~~prospectus~~we ~~contains~~are ~~forward-looking~~nevertheless ~~statements that~~deemed ~~present our current expectations or forecasts of future events. These statements do not relate strictly~~ to ~~historical~~be oran ~~current facts.~~investment ~~Forward-looking~~company ~~statements~~under involve risks and uncertainties and include statements regarding, among other things, our projected revenue growth and profitability, our growth strategies and opportunity, anticipated trends in our market and our anticipated needs for working capital. They are generally identifiable by use of the ~~words~~Investment ~~“may,”~~Company ~~“will~~Act,” ~~“should,” “anticipate,” “estimate,” “plans,” “potential,” “projects,” “continuing,” “ongoing,” “expects,” “management believes,” “~~we ~~believe,” “we intend” or the negative of these words or other variations on these words or comparable terminology. These statements~~ may be ~~found~~subject ~~under~~to ~~the~~certain ~~sections~~restrictions ~~entitled~~that ~~“Prospectus~~may ~~Summary,”~~make ~~“Risk~~it ~~Factors,”~~more ~~“Management’s~~difficult ~~Discussion~~for ~~and~~us ~~Analysis of Financial Condition and Results of Operations” and “Business,” as well as in this prospectus generally. In particular, these include statements relating~~ to ~~future~~complete ~~actions, prospective~~a ~~products,~~business ~~market acceptance~~combination, ~~future performance or results of current and anticipated products, sales efforts, expenses, and the outcome of contingencies such as legal proceedings and financial results.~~including:

~~Examples~~● ofrestrictions ~~forward-looking~~on statements in this prospectus include, but are not limited to, our expectations regarding our business strategy, business prospects, operating results, operating expenses, working capital, liquidity and capital expenditure requirements. Important assumptions relating to the ~~forward-looking~~nature ~~statements include, among others, assumptions regarding demand for our products and services, the cost, terms and availability~~ of ~~components, pricing levels, the timing and cost of capital expenditures, competitive conditions and general economic conditions. These statements are based on~~ our ~~management’s~~investments; ~~expectations, beliefs~~ and ~~assumptions~~● ~~concerning~~restrictions ~~future events affecting us, which in turn are based~~ on ~~currently available information. These assumptions could prove inaccurate. Although we believe that~~ the ~~estimates~~issuance ~~and~~of ~~projections reflected in the forward-looking statements are reasonable, our expectations may prove to be incorrect~~securities.

~~Important~~In ~~factors~~addition, ~~that~~we ~~could~~may ~~cause~~have ~~actual~~imposed ~~results to~~upon ~~differ~~us ~~materially~~certain ~~from~~burdensome ~~the results and events anticipated or implied by such forward-looking statements include~~requirements, ~~but are not limited to~~including:

·● ~~changes~~registration inas ~~the~~an ~~market~~investment ~~acceptance~~company; ● adoption of ~~our~~a ~~products~~specific ~~and~~form ~~services~~of corporate structure; and ● reporting, record keeping, voting, proxy, compliance policies and procedures and disclosure requirements and other rules and regulations.

·Compliance ~~increased~~with ~~levels~~these ofadditional ~~competition;~~regulatory burdens would require additional expense for which we have not allotted.

· changes in political, economic or regulatory conditions generally and in the markets in which we operate;

· our relationships with our key customers;

· adverse conditions in the industries in which our customers operate;

· our ability to retain and attract senior management and other key employees;

· our ability to quickly and effectively respond to new technological developments;

· our ability to protect our trade secrets or other proprietary rights, operate without infringing upon the proprietary rights of others and prevent others from infringing on the proprietary rights of the Company; and

· other risks, including those described in the “Risk Factors” discussion of this prospectus.

We operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for us to predict all of those risks, nor can we assess the impact of all of those risks on our business or the extent to which any factor may cause actual results to differ materially from those contained in any forward-looking statement. The forward-looking statements in this prospectus are based on assumptions management believes are reasonable. However, due to the uncertainties associated with forward-looking statements, you should not place undue reliance on any forward-looking statements. Further, forward-looking statements speak only as of the date they are made, and unless required by law, we expressly disclaim any obligation or undertaking to publicly update any of them in light of new information, future events, or otherwise.

~~USE~~Table OFof ~~PROCEEDS~~Contents

~~All~~SPECIAL ~~proceeds~~NOTE ~~from~~ABOUT ~~the~~FORWARD-LOOKING resale of the shares of our Common Stock offered by this prospectus will belong to the Selling Stockholders. We will not receive any proceeds from the resale of the shares of our Common Stock by the Selling Stockholders.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.

~~MARKET~~Table ~~FOR~~of ~~OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS~~Contents

~~Market~~USE ~~Information~~OF PROCEEDS

~~Our~~All of the shares of Common Stock isbeing ~~listed~~offered onunder this prospectus are being sold by or for the ~~Nasdaq~~account ~~Capital~~of ~~Market~~the ~~under~~Selling Stockholders. We will not receive any proceeds from the ~~symbol “VIVK~~sale of the shares of Common Stock.”

Holders

As of September 9, 2022, there were 18,064,838 shares of Common Stock outstanding held by approximately 569 holders of record (not including an indeterminate number of beneficial holders of stock held in street name).

Warrants

There were 80,000 warrants issued and outstanding as of September 9, 2022. The warrants have a five-year term, were issued on February 14, 2022, and are exercisable for shares of Common Stock at an exercise price of $5.75 per share.

Dividends

To date, we have not paid any dividends on our common stock and do not anticipate paying any dividends in the foreseeable future. The declaration and payment of dividends on the common stock is at the discretion of our Board of Directors and will depend on, among other things, our operating results, financial condition, capital requirements, contractual restrictions or such other factors as our Board of Directors may deem relevant.

Securities Authorized for Issuance under Equity Compensation Plans

On February 14 2022, our 2021 Equity and Incentive Plan went effective. The plan was approved by our Board of Directors. The Plan’s number of authorized shares is 2,000,000. As of September 9, 2022, there were stock options granted to acquire 1,872,918 shares of common stock at a weighted exercise price of $1.75 per share under the plan. As of September 9, 2022, the Plan had 1,083,392 vested shares and 789,526 non-vested shares underlying the stock options. As of September 9, 2022, no options had been exercised under the Plan. We have not issued any other type of equity awards under the Plan. The stock options issued under the Plan are held by certain of our executive officers.

~~MANAGEMENT’S~~Table ~~DISCUSSION~~of ~~AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~Contents

~~Note~~DESCRIPTION ~~Regarding~~OF ~~Forward-Looking Statements~~SECURITIES

~~This~~The ~~prospectus includes~~following asummary ~~number~~ of ~~forward-looking~~the ~~statements~~rights ~~within~~of ~~the~~our ~~meaning~~capital ofstock ~~Section~~is ~~27A~~not ofcomplete ~~the~~and ~~Securities Act~~is ofsubject ~~1933,~~to asand ~~amended~~qualified ~~(the~~in ~~“Securities~~its ~~Act”),~~entirety ~~and~~by ~~Section~~reference ~~21E~~to ofour ~~the~~amended ~~Securities~~and ~~Exchange~~restated ~~Act~~articles of ~~1934~~incorporation, as amended, ~~(the~~from ~~“Exchange Act”)~~time ~~that reflect management’s current views with respect~~ to ~~future~~time ~~events~~ and ~~financial~~currently ~~performance.~~in ~~These~~effect ~~statements are~~(the ~~based~~“Articles ~~upon beliefs~~ of, Incorporation”) and ~~information~~our ~~currently available to~~bylaws, ~~the Company’s management~~ as ~~well~~amended asfrom ~~estimates~~time ~~and assumptions made by the Company’s management. Readers are cautioned not~~ to ~~place~~time ~~undue reliance on these forward-looking statements, which are only predictions~~ and ~~speak~~currently ~~only~~in aseffect of (the ~~date hereof. When used herein, the words~~ “~~anticipate,~~Bylaws” ~~“believe~~),” ~~“estimate,” “expect,”~~copies ~~“forecast,” “future,” “intend,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue” or the negative~~ of ~~these~~which ~~terms~~are ~~and~~filed ~~similar expressions~~ as ~~they~~exhibits ~~relate~~ to ~~the~~our ~~Company~~Annual orReport ~~the~~on ~~Company’s~~Form ~~management identify forward~~10-~~looking statements.~~K ~~Such~~for ~~statements reflect~~ the ~~current~~year ~~view~~ended ~~of the Company with respect to future events and are subject to risks~~December 31, ~~uncertainties~~2025, ~~assumptions,~~ ~~and~~as ~~other~~filed ~~factors,~~with ~~including~~ the ~~risks~~SEC ~~relating~~on ~~to the Company’s business~~April 15, ~~industry~~2026, ~~and~~which ~~the~~is ~~Company’s~~incorporated ~~operations and~~by ~~results~~reference ~~of operations~~herein. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.General

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments and assumptions. We ~~believe that the estimates, judgments and assumptions upon which we rely~~ are ~~reasonable based~~authorized ~~upon information available~~ to usissue ~~at the time that these estimates~~515, ~~judgments and assumptions are made. These estimates~~000,000 ~~judgments and~~shares ~~assumptions can affect the reported amounts~~ of ~~assets~~capital ~~and~~stock, ~~liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented~~$0.001 ~~Our~~par ~~financial~~value ~~statements~~per ~~would~~share, be affected to the extent there are material differences between these estimates and actual results. The following discussion should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this report. The forward-looking statements made in this report are based only on events or information as of ~~the date on~~ which ~~the statements are made in this report. Except as required by law~~500, ~~we undertake no obligation to update or revise publicly any forward-looking statements~~000,000 ~~whether~~are asCommon aStock ~~result~~and ~~of new information~~15, ~~future events or otherwise~~000,000 ~~after the date on which the statements~~ are ~~made~~preferred orstock ~~to reflect~~ (the ~~occurrence~~“Preferred ~~of unanticipated events~~Stock”). You should read this report and the documents we refer to in this report and have filed as exhibits to this report completely and with the understanding that our actual future results may be materially different from what we expect.

~~Although~~As weof ~~believe~~May 14, ~~that the expectations reflected in the forward-looking statements are reasonable~~2026, wethere ~~cannot~~were ~~guarantee future results~~4,246,759 ~~levels~~shares of ~~activity,~~Common orStock ~~performance.~~outstanding ~~Readers are urged to carefully review~~ and consider the various disclosures made by us in this report and in our other reports filed with the Securities and Exchange Commission (“SEC”). We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions96,731 ~~the~~shares ~~occurrence~~ of ~~unanticipated~~Preferred ~~events~~Stock oroutstanding, ~~changes~~with inall ~~the~~preferred ~~future~~stock ~~operating~~being ~~results~~shares ~~over time except as required by law. We believe that our assumptions are based upon reasonable data derived from and known about our business and operations. No assurances are made that actual results~~ of ~~operations~~Series orA ~~the~~Convertible ~~results~~Preferred ~~of our future activities will not differ materially from our assumptions~~Stock.

AsCommon used in this prospectus and unless otherwise indicated, the terms “Company,” “we,” “us,” and “our” refer to Vivakor, Inc., its wholly owned and majority-owned active subsidiaries, or joint ventures (collectively, the “Company”). Intercompany balances and transactions between consolidated entities are eliminated. Vivakor has the following wholly and majority-owned subsidiaries: Vivaventures Management Company, Inc., Vivaventures Energy Group, Inc. (99%), Vivaventures Oil Sands, Inc., Vivasphere, Inc., and Vivakor Middle East, LLC (49%, consolidated). Vivakor manages and consolidates RPC Design and Manufacturing LLC, which includes a noncontrolling interest investment from Vivaopportunity Fund, LLC, which is also managed by Vivaventures Management Company, Inc. Vivakor has common officers with and consolidates Viva Wealth Fund I, LLC.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.

~~Business~~Table ~~Overview~~of Contents

~~Vivakor,~~Unless ~~Inc.~~the isCompany aconsents ~~socially~~in ~~responsible~~writing ~~operator, acquirer~~to ~~and~~the ~~developer~~selection of ~~clean~~an ~~energy~~alternative ~~technologies~~forum, ~~and~~the ~~environmental~~federal ~~solutions,~~district ~~primarily~~courts ~~focused~~of onthe ~~soil~~United ~~remediation.~~States Weof ~~specialize in~~America shall be the ~~remediation~~exclusive forum for the resolution of ~~soil~~any ~~and~~complaint asserting a cause of action arising under the ~~extraction~~Securities Act of ~~hydrocarbons~~1933, ~~such~~ as ~~oil~~amended. There exists uncertainty, ~~from~~however, ~~properties~~as ~~contaminated~~to bywhether orsuch ~~laden~~forum ~~with~~selection ~~heavy~~provisions ~~crude oil~~of our Second Amended and ~~other~~Restated ~~hydrocarbon-based~~Articles ~~substances~~of Incorporation would be enforced by a court.

~~We are focused on the remediation of contaminated soil and water resulting from either man~~Anti-~~made~~Takeover ~~spills~~Effects ~~or naturally occurring deposits~~ of ~~oil. Our primary focus has been~~ the ~~remediation of~~Articles, ~~oil spills resulting from~~ the ~~Iraqi~~Bylaws ~~invasion of Kuwait~~ and ~~naturally~~Nevada occurring oil sands deposits in the Uinta basin located in Eastern Utah. We plan to expand into other markets, both domestically and globally, where we believe our technology and services will provide a distinct competitive advantage over our competition.Law

~~Recent~~We ~~Developments~~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.

~~Off-Take~~The ~~Agreement~~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.

OnCombinations ~~April 26, 2022, our subsidiary Vivaventures Energy Group, Inc., entered into a Product Off-Take Agreement (the “Off-Take Agreement”),~~ with ~~Hot Oil~~Interested Transport, LLC, a Nevada limited liability company (“HOT”). Pursuant to the Off-Take Agreement, the Company plans to produce asphalt that meets the specifications for PG 64-22 grade, as set forth by the Nevada Department of Transportation and the American Association of State Highway and Transportation Officials (the “Product”) from a to-be-scaled processing plant to be located in Uintah County, Utah, and as may be relocated from time to time by the Company (the “Plant”). HOT will be obligated to purchase from the Company certain quantities of the Product from the Plant once the Plant begins to produce the Product, on the terms and conditions set forth in the Off-Take Agreement.Stockholders

~~The~~Nevada’s ~~quantity~~“combinations with interested stockholders” statutes, NRS 78.411 through 78.444, inclusive, prohibit specified types of ~~the~~business ~~Product~~ “combinations” between certain Nevada corporations and any person deemed to be ~~sold~~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 ~~purchased~~sixty ~~pursuant~~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 ~~this~~any ~~Agreement~~combination ~~will~~of bea 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 (i1) 1the beneficial owner,~~000~~ ~~tons~~directly or indirectly, of ten percent or more of the ~~Product~~voting ~~per~~power ~~week~~of the outstanding voting shares of the corporation, or (ii2) ~~the~~an ~~entirety~~affiliate or associate of the corporation and at any ~~lesser amount~~time ~~that~~within ~~may~~the betwo ~~produced~~previous byyears was the ~~Company~~beneficial ~~during~~owner, ~~any~~directly ~~given~~or ~~week.~~indirectly, ~~HOT~~of ~~will~~ten ~~also~~percent ~~have~~or more of the ~~first~~voting ~~right~~power of ~~refusal~~the then outstanding shares of the corporation. The definition of the term “combination” is sufficiently broad to ~~purchase~~cover ~~all~~most significant transactions between a corporation and an “interested stockholder.” These statutes generally apply to Nevada corporations with 200 or ~~any portion~~more stockholders of ~~additional~~record. ~~Product~~However, ~~that~~a Nevada corporation may elect in its articles of incorporation not to be ~~produced~~governed by these particular laws, but if such election is not made in the ~~Company~~corporation’s ~~within~~original articles of incorporation, the ~~state~~amendment (1) must be approved by the affirmative vote of ~~Utah~~the ~~upon~~holders of stock representing a majority of the ~~same~~outstanding ~~terms~~voting power of the corporation not beneficially owned by interested stockholders or their affiliates and ~~conditions~~associates, ~~except that~~and (2) is not effective until 18 months after the ~~purchase~~vote ~~price~~approving ~~shall~~the beamendment atand ~~market~~does ~~rate~~not asapply ~~determined~~to inany combination with a person who first became an interested stockholder on or before the ~~Company’s~~effective ~~sole~~date ~~discretion~~of the amendment. Our Articles of Incorporation do not include such an election to opt-out of these provisions.

~~Pursuant~~Acquisition ~~to the Off-Take Agreement, the rates for the sale and purchase~~ of upControlling to 1,000 tons of Product per week will be determined on the basis of an average 1,000 tons per week, a price per ton using the “Argus Rockies Rail Low” price for asphalt in the Rocky Mountain region as set forth in the most recent edition of Argus Americas Asphalt report, produced by Argus Media Group, as of the date of delivery (the “Unit Price”). Once calculated, the weekly purchase price will be reduced by $1,500 in order to compensate Buyer for costs associated with testing, providing storage tanks for Buyer’s minimum quantity purchases, and certifying the quality of the Product, for so long as Buyer is providing the testing facilities for the Product. As noted above, the purchase price for any Product over 1,000 tons per week will be at market rate, as determined by the Company. In the event the Unit Price drops below $250, the Company will have the right to suspend production of the Product upon written notice to HOT.Interests

~~The~~Nevada’s ~~Off-Take~~“acquisition ~~Agreement provides~~of ~~for~~controlling aninterest” ~~initial~~statutes ~~term~~(NRS 78.378 through 78.3793, inclusive) contain provisions governing the acquisition of ~~ten~~a ~~years~~controlling interest in certain Nevada corporations. ~~The~~These ~~Off-Take~~“control ~~Agreement~~share” ~~will~~laws ~~automatically~~provide ~~renew~~generally ~~for~~that ~~two~~any ~~successive~~person ~~ten-year~~that ~~terms,~~acquires ~~subject to~~a ~~the~~“controlling ~~Company’s~~interest” ~~right~~in tocertain ~~continue~~Nevada ~~operating~~corporations atmay ~~the~~be ~~current~~denied ~~Plant~~voting ~~site~~rights, unless ~~either~~a ~~party~~majority ~~terminates~~of the ~~Off-Take~~disinterested ~~Agreement~~stockholders ~~by written~~of ~~notice~~the corporation elects to ~~the~~restore ~~other~~such ~~party~~voting ~~not~~rights. ~~less~~Our ~~than~~Bylaws ~~three~~provide ~~months~~that ~~prior~~these tostatutes ~~the~~do ~~expiration~~not ofapply ~~the~~to ~~term~~us. ~~During~~Absent asuch ~~term~~provision in our Bylaws, ~~the~~these ~~Off-Take~~laws ~~Agreement can~~would ~~only~~apply beto ~~terminated~~us ~~for~~as ~~(i)~~of ~~abandonment~~a particular date if we were to have 200 or ~~termination~~more stockholders of ~~Project~~record by(at least 100 of whom have addresses in Nevada appearing on our stock ledger at all times during the ~~Company;~~90 ~~(ii~~days immediately preceding that date) ~~default~~and bydo business in the ~~other~~State ~~party;~~of Nevada directly or ~~(iii)~~through inan ~~connection with~~affiliated ~~occurrence~~corporation, unless our Articles of aIncorporation ~~force~~or ~~majeure.~~Bylaws in effect on the tenth day after the acquisition of a

~~Acquisition~~Table of ~~Silver Fuels Delhi, LLC and White Claw Colorado City, LLC~~Contents

Oncontrolling ~~June~~interest ~~15,~~provide ~~2022,~~otherwise. ~~we entered~~These ~~into~~laws aprovide ~~Membership~~that ~~Interest~~a ~~Purchase~~person ~~Agreement~~acquires ~~(the~~a “~~MIPA~~controlling interest”), ~~with~~whenever ~~Jorgan Development, LLC,~~ a ~~Louisiana~~person ~~limited~~acquires ~~liability company~~shares ~~("Jorgan")~~of ~~and JBAH Holdings, LLC,~~ a ~~Texas~~subject ~~limited~~corporation ~~liability company (“JBAH” and~~that, ~~together~~but ~~with~~for ~~Jorgan,~~ the ~~“Sellers”),~~application asof ~~the~~these ~~equity~~provisions ~~holders~~ of ~~Silver~~the ~~Fuels Delhi~~NRS, ~~LLC,~~would aenable ~~Louisiana~~that ~~limited~~person ~~liability~~to ~~company~~exercise (~~“SFD”~~1) ~~and~~ ~~White~~one ~~Claw~~fifth ~~Colorado~~or ~~City~~more, ~~LLC,~~but aless ~~Texas~~than ~~limited~~one ~~liability~~third, ~~company~~ (~~“WCCC”~~2) ~~whereby,~~one atthird ~~closing,~~or ~~which occurred on August 1~~more, ~~2022,~~but ~~the~~less ~~Company~~than ~~acquired~~a ~~all~~majority ofor ~~the issued and outstanding membership interests in each of SFD and WCCC~~ (~~the “Membership Interests”~~3)~~, making~~ ~~SFD~~a ~~and~~majority ~~WCCC~~or ~~wholly owned subsidiaries of the Company (the “Silver Fuels and White Claw Acquisition”). The purchase price for the Membership Interests was approximately $37.4 million~~more, ~~subject to post-closing adjustments, and was paid by the Company to the Sellers in a combination~~ of ~~3,009,552~~all ~~shares~~ of the ~~Common~~voting ~~Stock~~power ~~valued at an aggregate~~ of ~~$4,278,655, (~~the ~~“Purchaser~~corporation ~~Stock Consideration”), secured three-year promissory notes~~ in the ~~aggregate~~election ~~principal amount~~ of ~~$28,664,284~~directors. ~~(the~~Once ~~“Notes”), and~~an ~~the~~acquirer ~~assumption~~crosses ofone ~~certain liabilities~~ of ~~SFD~~these ~~and~~thresholds, ~~WCCC. The~~ shares ofwhich ~~Common~~it ~~Stock~~acquired ~~comprising~~in the ~~Purchaser~~transaction ~~Stock~~taking ~~Consideration~~it ~~represented 19.99%~~over of the ~~number~~threshold ~~of issued~~ and ~~outstanding~~within ~~shares of~~ the ~~Company’s~~90 ~~Common Stock immediately prior to issuance and were valued at the volume-weighted average price for the Company’s Common Stock on Nasdaq during the five trading~~ days immediately preceding the ~~closing~~ date. Inwhen ~~conjunction with~~ the ~~closing,~~acquiring ~~Sellers~~person ~~entered~~acquired ~~into~~or ~~lock-up~~offered ~~agreements~~to ~~for~~acquire a ~~period~~controlling ofinterest upbecome to“control 18shares” ~~months with regard~~ to which the ~~Purchaser~~voting ~~Stock~~restrictions ~~Consideration~~described ~~(the~~above ~~“Lock-up Agreements”)~~apply.

~~The~~Articles ~~MIPA contains customary representations and warranties, pre- and post-closing covenants~~ of ~~each~~Incorporation ~~party~~ and ~~customary closing condition.~~Bylaws

The ~~principal~~provisions ~~amount~~ of ~~the~~our ~~Notes,~~Articles ~~together~~of ~~with~~Incorporation ~~any~~ and ~~all accrued and unpaid interest thereon~~Bylaws, ~~will~~taken betogether ~~paid~~with to the ~~Sellers~~applicable onprovisions ~~a monthly basis in an amount equal to the Monthly Free Cash Flow beginning on September 20, 2022, and continuing thereafter on the twentieth (20th) calendar day~~ of ~~each calendar month thereafter, as set forth in~~ the ~~MIPA.~~NRS:

~~Without~~● inAuthorize ~~any~~our ~~way~~board ~~limiting the~~of ~~foregoing,~~directors ~~the~~to ~~then~~issue ~~outstanding~~“blank ~~principal~~check” ~~amount~~Preferred ofStock, the ~~Notes,~~terms ~~together~~of ~~with~~which ~~any~~may ~~and~~be ~~all~~established ~~accrued~~ and ~~unpaid~~shares ~~interest~~of ~~thereon,~~which ~~will~~ may be ~~due~~issued ~~and~~without ~~payable~~stockholder inapproval; ~~full~~● inRequire ~~cash~~the oraffirmative ~~unrestricted~~vote ~~common~~of ~~stock~~not less than two thirds (2/3) of the ~~Company~~voting onpower orof ~~prior~~all toof the ~~three-year~~then ~~anniversary~~outstanding shares of stock entitled to vote in the ~~date~~election of ~~issuance~~ directors, voting as ~~set~~a ~~forth~~single class, to adopt, amend alter or repeal our Bylaws; and ● Do not provide for cumulative voting in the ~~MIPA~~election of directors.

~~The~~NRS ~~obligations~~78.139 also provides that directors may resist a change or potential change in control of the ~~Company~~ ~~under~~corporation if the ~~MIPA~~board ~~are~~of ~~secured~~directors bydetermines that the ~~membership~~change ~~units~~or potential change is opposed to or not in the best interest of ~~SFD~~the ~~and~~corporation ~~WCCC~~upon consideration of any relevant facts, circumstances, contingencies or constituencies pursuant to NRS 78.138(4).

~~The~~In ~~timely~~addition, ~~and~~our ~~full~~authorized ~~payment of~~but ~~any~~unissued ~~and~~shares ~~all~~of ~~principal,~~Common ~~interest~~Stock ~~and~~are ~~other~~available ~~amounts~~for ~~due~~our ~~and~~board ~~owing~~of directors to ~~the~~issue ~~Sellers~~without ~~pursuant~~stockholder approval. We may use these additional shares for a variety of corporate purposes, including future public or private offerings to ~~the~~raise ~~Notes~~additional capital, corporate acquisitions and ~~the~~employee ~~other~~benefit ~~transaction~~plans. ~~documents and~~The ~~the~~existence ~~payment~~of our authorized but unissued shares of ~~any~~Common ~~and~~Stock ~~all~~could ~~other~~render ~~obligations~~more ~~owed~~difficult or discourage an attempt to ~~the~~obtain ~~Sellers~~control byof ~~the~~our Company ~~under~~by ~~the~~means ~~Notes~~of ora ~~thereunder~~proxy ~~are~~contest, ~~guaranteed~~tender ~~solely by~~offer, ~~and~~merger or other transaction. Our authorized but unissued shares may be used to ~~the~~delay, ~~extent~~defer ~~set~~or ~~forth~~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 ~~Guaranty~~market ~~Agreements~~price ~~between~~for ~~each~~the shares held by our stockholders. Our board of ~~the~~directors ~~Sellers~~is ~~and~~also ~~SFD~~authorized ~~and~~to ~~WCCC~~adopt, amend or repeal our Bylaws, which could delay, defer or prevent a change in control.

~~SFD~~Preferred ~~owns~~Stock. ~~and~~We ~~operates a~~are ~~crude~~authorized ~~oil~~to ~~gathering,~~issue ~~storage~~15,000,000 ~~and~~shares ~~transportation~~of ~~facility~~preferred ~~located~~stock, onpar ~~approximately~~value 9$0.3001. ~~acres~~We ~~near~~have ~~Delhi,~~established ~~Louisiana.~~one ~~Under~~series ~~existing~~of ~~agreements~~preferred stock, a ~~subsidiary~~namely ofSeries aA ~~large~~Convertible ~~NYSE~~Preferred ~~traded~~Stock ~~energy company~~ (the “~~Purchaser”)~~Series isA ~~obligated~~Preferred toStock”), ~~purchase~~which ~~blended~~has ~~crude~~150,000 ~~oil~~shares ~~from~~authorized ~~SFD~~and ~~in amounts up to 60~~96,~~000~~731 ~~barrels~~shares ~~per month~~outstanding. ~~With~~Our ~~prior~~Preferred ~~approval,~~Stock ~~SFD~~ is ~~eligible~~“blank tocheck ~~sell~~preferred” towhereby ~~the~~our ~~Purchaser~~Board ~~amounts greater than 60,000 barrels~~ of ~~crude~~Directors ~~oil~~may ~~per~~create ~~month. Additionally, for~~ a ~~period~~series of 10preferred ~~years,~~stock ~~SFD~~and ~~is,~~set ~~under~~the ~~existing~~rights ~~crude~~and ~~oil~~preferences ~~supply~~of ~~agreements~~such ~~with~~Preferred ~~WC Crude~~Stock, ~~guaranteed a~~without ~~minimum~~further ~~gross~~shareholder ~~margin of $5~~approval.00 ~~per~~The ~~barrel~~availability onor ~~all~~issuance ~~quantities~~ of ~~blended~~preferred ~~crude~~shares ~~oil~~in ~~sold~~the ~~thereunder.~~future Atcould ~~present~~delay, ~~SFD is blending and selling approximately 1~~defer,~~400~~ todiscourage ~~1,700~~or ~~barrels~~prevent ~~of blended crude oil on~~ a ~~daily~~change basis. Additionally, the acquisition of SFD would provide the Company with the infrastructure needed to place a Remediation Processing Machine (“RPC”) to clean soil which has been contaminated by hydrocarbons as well as tank bottom sludge. Management believes SFD’s location in ~~the heart of the Smackover formation would provide the Company with access to significant amounts of tank bottom sludge and contaminated soil.~~control

~~WCCC~~Series ~~owns~~A aConvertible ~~120,000 barrel~~Preferred crude oil storage tank, in the heart of the Permian Basin, located near Colorado City, Texas. The storage tank is presently connected to the Lotus pipeline system and the Company intends to further connect the tank to major pipeline systems. Under the terms of an existing agreement, WC Crude has agreed to lease the oil storage tank for a period of 10 years. As with SFD, WCCC would provide the Company with the infrastructure to blend and sell oil which has been recovered via a RPC machine from tank bottom sludge and contaminated soil which exists in the Permian Basin.Stock

~~This disclosure should be read in connection with, and is subject to, the MIPA, a copy of which is attached hereto as Exhibit 2.1.~~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.

~~COVID-19~~Table of Contents

OnDividend March 11, 2020, the World Health Organization (“WHO”) declared the COVID-19 outbreak to be a global pandemic. In addition to the devastating effects on human life, the pandemic is having a negative ripple effect on the global economy, leading to disruptions and volatility in the global financial markets. Most U.S. states and many countries have issued policies intended to stop or slow the further spread of the disease.Rights

~~Our~~Each ~~Kuwait~~outstanding ~~operations~~share ~~were~~of ~~suspended~~Series A Preferred Stock is entitled to ~~comply with~~receive, in preference to the ~~social~~Common ~~distancing~~Stock, ~~measures~~cumulative ~~implemented~~dividends (“Preferential Dividends”), payable quarterly in ~~Kuwait~~arrears, at an annual rate of 6.0% ~~Our~~of ~~Utah~~$1,000.00 ~~operations~~per ~~were~~share ~~temporarily~~of ~~suspended~~Series ~~from~~A ~~March~~Preferred ~~through~~Stock ~~May~~(the ~~2020, but~~“Stated ~~have~~Value”). ~~since~~Preferential ~~resumed~~Dividends are be payable in ~~full.~~shares ~~Kuwait~~of ~~has~~our ~~allowed~~Common ~~for~~Stock, with the ~~Company~~first payment due on October 31, 2024. However, if any shares of Common Stock to ~~obtain~~be ~~site~~issued ~~personnel~~as ~~visas~~a dividend to ~~recommence~~the ~~operations.~~holders ~~These~~of ~~suspensions have~~the ~~had~~Series aA ~~negative~~Preferred ~~impact~~Stock onwould cause the holder to beneficially own more than 49.99% of our ~~business~~issued and ~~there~~outstanding ~~can~~Common beStock, nosuch ~~guaranty~~dividend ~~that~~will weaccrue ~~will~~and not ~~need~~be topaid ~~suspend~~until ~~operations~~such ~~again~~time inas ~~the~~such ~~future as~~issuance would not violate this limit, or upon a ~~result~~liquidation ofevent, ~~the~~conversion, ~~pandemic~~or redemption event.

~~COVID-19~~We ~~and~~shall ~~the~~not, ~~U.S.~~without ~~response to~~ the ~~pandemic are~~affirmative ~~significantly~~vote ~~affecting~~of the ~~economy.~~holders ~~There~~of ~~are~~a nomajority ~~comparable~~of ~~events~~the ~~that~~then ~~provide~~outstanding ~~guidance~~shares asof to the ~~effect~~Series ~~the~~A ~~COVID-19~~Preferred ~~pandemic may have in the long-term~~Stock, ~~and,~~declare as a ~~result~~cash dividend, ~~the~~redeem ~~ultimate~~or ~~effect~~repurchase ofany ~~the~~equity ~~pandemic~~interests isranking ~~highly~~junior ~~uncertain and subject~~ to ~~change. We do not yet know~~ the ~~full~~Series ~~extent~~A ofPreferred ~~the~~Stock ~~effects~~(subject onto ~~the economy, the markets we serve, our business, or our operations~~exceptions).

~~Results~~Liquidation ~~of Operations~~Rights

~~The~~Upon ~~following~~any ~~discussion~~dissolution, ~~and~~liquidation ~~analysis~~or winding up, whether voluntary or involuntary, holders of ~~our~~the ~~financial~~Series ~~condition~~A ~~and results~~Preferred Stock will be entitled to receive distributions out of ~~operations~~the ~~should~~assets of the Company, whether capital or surplus before any distributions shall be ~~read~~made on any shares of the Common Stock, in ~~conjunction~~an ~~with~~amount ~~our~~per ~~financial~~share ~~statements~~equal to the greater of (i) the then-current Stated Value, and ~~related~~(ii) ~~notes~~the ~~included~~amount ~~elsewhere~~that inwould ~~this~~have ~~prospectus. Material~~been ~~changes~~received inhad ~~our~~such ~~Statement~~Series ofA ~~Operations~~Preferred ~~for~~Stock been converted immediately prior to such liquidation at the ~~three~~then ~~and~~effective ~~six~~conversion ~~months~~price. ~~ended~~If ~~June~~such 30event occurs, ~~2022~~the ~~and~~holders ~~2021~~will be paid their distributions in like consideration, and ~~for~~in ~~the~~pro ~~years~~rata ~~ended December 31~~percentages, ~~2021~~of ~~and~~what ~~2020~~we ~~are~~receive ~~discussed~~in ~~below~~the liquidation event.

~~Revenue~~Voting Rights

For the three months ended June 30, 2022 and 2021 we realized revenues of none and $22,000, respectively, representing a decrease of $22,000 or 100%. For the six months ended June 30, 2022 and 2021 we realized revenues of none and $117,000, respectively, representing a decrease of $117,000 or 100%. The ~~decrease~~Series inA ~~revenue is~~Preferred ~~primarily~~Stock ~~attributed~~votes toon ~~our~~an ~~decision~~“as toconverted” ~~divert our resources away from our precious metals business that we entered into during COVID-19 mandated shutdowns~~basis, ~~and~~meaning ~~back to its primary remediation business and~~ the ~~manufacturing~~Series ~~and~~A ~~site~~Preferred ~~preparations~~Holders ~~for~~currently ~~reopening~~have ~~our Remediation Processing Centers (RPCs) for remediation and production. For the three and six months ended June 30~~483,655 ~~2021,~~votes ~~approximately~~on ~~99%~~all ofmatters ~~our~~properly ~~revenues were~~called ~~realized~~before ~~from precious metal sales from our business plan of buying and selling precious metal commodities on~~ the ~~open~~Company’s ~~market~~Common ~~during the~~Stock ~~COVID-19~~holders ~~pandemic while our remediation operations were shut down or delayed. These precious metals were acquired~~ for ~~immediate~~a ~~resale, with us acting as intermediary and never keeping an inventory of precious metals~~vote.

~~For~~Conversion ~~the~~at years ended December 31, 2021 and 2020 we realized revenues of $1,088,428 and $1,457,781, respectively, representing a decrease of $369,353 or 25.34%. The decrease in revenue is primarily attributed to reopening of our Vernal site for quality control operations for the ~~latter~~Option ~~course~~ of ~~2020 and 2021, thereby~~ the Company diverted its resources to its primary business of manufacturing an operating RPCs for remediation and preparing our Vernal site for production. 99% of our revenues were realized from precious metal sales from our business plan of buying and selling precious metal commodities on the open market during the COVID-19 pandemic while our remediation operations were shut down or delayed. These precious metals having been acquired for immediate resale, with the Company acting as intermediary and never keeping an inventory of precious metals. We also realized revenues of $54,250 for the sale to a related party of our precious metal concentrate produced from our own precious metal extraction operations. We also received a payment of $6,000 pursuant to our Kuwait contract for remediation services as described above, and we sold $7,735 of extracted test material from our second RPC located in Utah.Holder

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

~~Our~~Forced ~~cost~~Conversion ofat ~~revenues~~the ~~consisted~~Option ~~primarily~~ of ~~costs associated with selling our precious metals on~~ the ~~open market and precious metal commodity broker fees.~~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.

~~For~~Table ~~the three months ended June 30, 2022 and 2021 costs~~ of revenue were none and $20,530, respectively, representing a decrease of $20,530 or 100%. For the six months ended June 30, 2022 and 2021 costs of revenue were none and $112,450, respectively, representing a decrease of $112,450 or 100%. The decrease in the cost of revenue directly relates to costs associated with selling our precious metals on the open market and precious metal commodity broker fees. As the decrease in revenue is primarily attributed to our decision to divert its resources away from our precious metals business in 2022 that was entered into during COVID-19 mandated shutdowns, and back to our primary remediation business, and the manufacturing an site preparations for reopening our RPCs for remediation and production, we did not realize costs of revenue from precious metal sales from buying and selling precious metal commodities for the three and six months ended June 30, 2022.Contents

For the years ended December 31, 2021 and 2020 costs of revenue were $1,050,676 and $1,356,378, respectively, representing a decrease of $305,702 or 22.54%. The decrease in the cost of revenue directly relates to costs associated with selling our precious metals on the open market and precious metal commodity broker fees. In 2021, the Company diverted its resources to its primary business of manufacturing an operating RPCs for remediation and preparing our Vernal site for production. The Company realized costs of revenue from precious metal sales from our business plan of buying and selling precious metal commodities on the open market while our remediation operations were shut down or delayed during the COVID-19 pandemic.BUSINESS

~~Gross~~Business ~~Profit and Gross Margin~~Overview

~~For~~As ~~the~~previously ~~three~~disclosed ~~months~~in ~~ended~~our ~~June~~periodic ~~30,~~filings ~~2022~~with ~~and~~the ~~2021~~ SEC, we ~~realized~~historically ~~gross~~reported ~~profit~~two ofbusiness ~~none~~segments: (i) crude oil transportation and ~~$1,470,~~(ii) ~~respectively~~facility services for terminaling and storage. In August 2024, ~~representing~~we launched marketing and trading activities and began developing a ~~decrease~~remediation ofsegment ~~$1,470~~expected orto ~~100%.~~commence ~~For~~operations in the ~~six~~third ~~months~~quarter ~~ended~~of ~~June~~2026. ~~30, 2022~~While marketing and ~~2021~~trading weand ~~realized~~remediation ~~gross~~activities ~~profit~~were ofnot ~~none~~previously ~~and~~presented ~~$4,550,~~as ~~respectively,~~separate ~~representing~~reportable asegments ~~decrease~~in ofour $4prior periodic reports,~~550~~ orthis ~~100%.~~prospectus ~~The~~discusses ~~gross~~our ~~profit~~operations ~~decreased in~~across ~~proportion~~four tosegment, ~~the~~crude ~~revenue~~oil ~~and~~transportation, ~~costs~~terminaling ofand ~~revenue~~storage ~~related~~facility toservices, ~~the~~marketing ~~purchase~~and trading, and ~~sale~~remediation, ofto ~~precious~~reflect ~~metals~~our asevolving ~~described~~operational ~~above~~structure and anticipated future reporting.

~~For~~Our ~~the~~transportation ~~years~~and ~~ended~~terminaling ~~December~~and ~~31,~~storage ~~2021~~operations ~~and~~are ~~2020 we~~anchored ~~realized~~by ~~gross~~one ~~profit~~ of ~~$37,752~~the ~~and~~largest ~~$101,403,~~independent ~~respectively~~crude-oil trucking fleets in North America, ~~representing~~the a45-mile ~~decrease~~Omega ofGathering ~~$63~~Pipeline in Oklahoma,~~651~~ orand 62strategically located terminaling facilities in major producing basins.~~77%.~~ The ~~gross~~marketing ~~profit~~and ~~decreased in~~trading ~~proportion~~division tobroadens ~~the~~market ~~revenue~~access by purchasing, blending, and ~~costs~~reselling ofcrude ~~revenue~~oil, condensate, and related toproducts, while the ~~purchase~~forthcoming Remediation Processing Center in Texas will process oilfield waste and ~~sale~~recover ofhydrocarbons, ~~precious~~extending ~~metals~~our asplatform ~~described~~into ~~above~~environmental solutions.

~~Our~~Principal gross margin will continue to be affected by a variety of factors that include the market prices of precious metals, the volume hydrocarbons produced by our RPC units, the number of RPC units placed into production, and our ability to raise capital to continue to fund our operations and RPC unit manufacturing.Services

~~Operating~~Crude ~~Expenses~~Oil Transportation Segment

~~Our~~We ~~operating~~operate ~~expenses~~a ~~consist~~large ~~primarily~~independent ofcrude ~~marketing, general~~oil ~~and~~trucking ~~administrative~~fleet ~~expenses,~~in ~~bad~~North ~~debt~~America ~~expense,~~ and ~~amortization~~maintain ~~and~~a ~~depreciation~~diversified ~~expense.~~portfolio ~~Marketing expenses include marketing fees~~ of ~~company~~complementary ~~representatives~~assets ~~for marketing the business~~ and isfacilities. ~~products~~This ~~and~~segment ~~services~~gathers, astransports, ~~well as investor customer service. General~~ and ~~administrative~~purchases ~~expenses~~crude ~~include~~oil, ~~professional~~condensate, ~~services~~NGLs, and ~~legal~~oil ~~fees~~byproducts ~~associated~~across ~~with~~ the ~~costs~~Permian ~~for~~Basin, ~~services~~Eagle inFord ~~finance~~Shale, ~~accounting, administrative activities~~ and the ~~formation~~Anadarko ~~and~~Basin’s ~~compliance~~STACK ofPlay. aOur ~~public~~45-mile ~~company.~~Omega ~~Bad~~Gathering ~~debt~~Pipeline ~~expense~~forms ~~includes~~ the ~~expense~~foundation ~~associated~~of ~~with assets~~our ~~that~~integrated ~~management~~midstream ~~analyses~~platform, ~~and~~enabling ~~estimates~~efficient ~~may~~movement beof ~~uncollectible.~~production ~~Amortization~~to ~~and~~downstream ~~depreciation~~markets. ~~expense~~Our ~~uses~~45-mile ~~the~~Omega ~~useful~~Gathering ~~life~~Pipeline ofconnects the ~~asset~~ toPlains/P66 ~~calculate~~STACK ~~the~~Pipeline ~~amortization~~to orthe ~~depreciation~~Cushing, ~~expense~~Oklahoma instorage ~~accordance~~hub, ~~with~~creating ~~accounting~~a ~~principles~~scalable ~~generally~~link ~~accepted~~between inregional ~~the~~production ~~United States of America ("GAAP")~~ and ~~management’s~~national ~~judgment~~markets.

~~For~~Customers ~~the~~have ~~three~~included ~~months~~leading ~~ended June 30~~producers, ~~2022 and 2021~~marketers, we ~~realized operating expenses of $3,600,600~~ and ~~$1,726,096,~~refiners ~~which~~such ~~represents~~as anMarathon ~~increase~~Oil of $1,618,766, or 108.60%. For the six months ended June 30, 2022 and 2021, we realized operating expenses of $5,479,964 and $3,865,748, which represents an increase of $1,618,766, or 41.92%. The increase in our operating expenses were mainly attributed to accrued signing bonuses and employee stock options that were issued related to the executive employment agreements entered into in June 2022 after the Company~~’ successful underwritten public offering of gross proceeds of $8.0 million and uplist to Nasdaq in February 2022. Whereas prior to the underwritten public offering and uplist to Nasdaq~~, ~~the executive employment agreements had no signing bonuses~~ConocoPhillips, ~~paid~~Phillips ~~the executives $50~~66,~~000~~ ~~per year~~BP, ~~and only one executive had a stock option grant. Although the executives are currently accruing substantial portions of their wages and signing bonuses to assist the Company~~Civitas, ~~the new employment agreements issued stock options to all executives, increased annual wages for all executives,~~ and the company paid or accrued signing bonuses of $225,000, For the three months ended June 30, 2022 and 2021, we realized employee stock option expense of $1,229,175 and $111,528, which represents an increase of $1,121,466, or 1,002Validus.~~1% increase. For the six months ended June 30, 2022 and 2021, we realized employee stock option expense of $1,321,466 and $200,000, which represents an increase of $1,121,466, or 561% increase.~~

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.

~~For~~Table ~~the years ended December 31, 2021 and 2020, we realized operating expenses~~ of $6,963,668 and $4,949,795, which represents an increase of $2,013,873, or 40.69%. Our operating expenses increased due to increased professional service expenses in regards to audit, tax, and legal expense in relation to our registration statement, its amendments, and in preparing for an underwritten public offering of our common stock, including our preparations for an uplist of our common stock to a senior stock exchange. We also organized and commenced operations of VWFI in the fourth quarter of 2020, which contributed to the approximately $1.4 million in professional service expense, and operations, for startup and management of that entity in 2021.Contents

~~Other~~Marketing ~~income~~ and ~~expense~~Trading Segment

~~For~~Launched ~~the~~in ~~three months ended June 30~~August 2024, ~~2022~~our Marketing and ~~2021, other~~Trading ~~expense~~segment ~~was~~manages ~~$1,627,263~~the ~~and $9~~purchase,~~096,785,~~ ~~which represents a decrease of $7~~aggregation,~~469,522,~~ ~~or 82.11%. The decrease is mainly attributed to unrealized loss of $1~~marketing,~~652,755~~ and ~~$8,949,169~~resale ~~on marketable securities, which represents a decrease~~ of ~~$7,296,414,~~crude ~~or 81.53% in marketable securities. For the six months ended June 30~~oil, ~~2022 and 2021~~condensate, ~~other~~natural ~~income~~gas ~~(expense)~~liquids ~~was $~~(~~473,134~~“NGLs”), and ~~$3,435,175,~~refined ~~which~~products ~~represents~~such ~~a decrease~~as ofatmospheric ~~$3,908,309,~~tank orbottoms ~~113~~and naphtha.~~77%.~~ ~~The~~Operating ~~decrease~~as ina ~~other~~core ~~income~~component isof ~~mainly~~our ~~attributed~~integrated tomidstream ~~unrealized~~platform, ~~gain~~the ~~(loss)~~segment ofconnects ~~$(413~~production,~~189)~~ ~~and 3~~transportation,~~734,275 on~~ ~~marketable securities~~terminaling, ~~which~~and ~~represents~~end-market adelivery ~~decrease~~through ofour ~~$4,147,464,~~logistics ornetwork ~~111.06%~~ in ~~marketable~~Texas, ~~securities.~~Oklahoma, ~~These securities were accounted for at a fair value based on the quoted prices in the active markets~~ and ~~fluctuate based on market prices of the securities~~Louisiana.

~~For~~We ~~the~~generally ~~years~~purchase ~~ended~~hydrocarbons ~~December~~from ~~31,~~producers ~~2021~~ and ~~2020, we~~counterparties ~~realized~~at ~~interest~~market-based ~~income~~index ~~of $3~~prices,~~312~~ ~~and~~less ~~$35,344,~~transportation ~~which~~and ~~represents~~marketing ~~a decrease of $32~~fees,~~032,~~ orand ~~90.63%.~~resell ~~The~~them ~~decrease~~under incontract ~~interest income is mainly attributed~~ to ~~the~~refiners, ~~conversion of the Odyssey note receivable in September 2020~~marketers, ~~when~~and weend ~~converted~~users. ~~$809,578~~Through ofactive ~~our~~scheduling ~~note~~and ~~receivable with~~storage ~~Odyssey into 809~~management,~~578~~ ~~shares~~we ofseek ~~Odyssey common stock pursuant~~ to ~~the~~improve ~~terms~~system ofutilization ~~the~~and ~~note.~~provide Inreliable ~~August~~offtake ~~2021,~~solutions wefor ~~also converted $81,768 of~~ our ~~note~~producer ~~receivable with Scepter into 26,376,882 shares of Scepter common stock pursuant to the terms of the note~~customers.

~~For~~Once ~~the years ended December 31~~operational, 2021 and 2020, we realized interest expense of $501,598 and $86,162, which represents an increase of $415,436, or 482.16%. The increase in interest expense is mainly attributable to the Company entering into loans and notes payable to cover operating expenses during the COVID-19 pandemic throughout 2020 and 2021, and our ~~commencement~~Remediation ~~our~~Processing ~~VWFI~~Center $25,000,000 private placement offering to sell convertible promissory notes, which accrue interest at 12% per annum, and convert to VWFI LLC units after six months. The proceeds of the VWFI offering are used to manufacture RPCs. VWFI has reached $6,250,000 in funding and has released the funding for construction of (“RPC”) ~~Series A, and commenced fundraising for RPC Series B. Approximately $487,000 in interest has accrued, which~~ is ~~made~~expected ~~up of approximately $398,000 capitalized for the construction RPCs, and $89,000 of interest expense, all of which is related~~ to ~~the~~supply ~~VWFI~~additional ~~offering~~recovered ~~for~~hydrocarbons—including ~~the year ended December 31~~oil, ~~2021. Throughout 2020~~condensate, ~~the~~ ~~Company entered into loans~~ and ~~notes~~NGLs—for ~~payable~~resale tothrough ~~cover~~this ~~operating expenses during the COVID-19 pandemic~~segment, ~~which~~further ~~temporarily~~enhancing ~~suspended our~~efficiency ~~operations in Utah~~ and ~~continues~~diversifying ~~to suspend~~ our ~~operations~~revenue instreams ~~Kuwait.~~across ~~Interest of approximately $179,000 and amortized loan discounts of approximately of $194,000 are attributed to these loans for~~ the ~~year~~value ~~ended December 31, 2021~~chain.

~~For~~Remediation ~~the~~Processing years ended December 31, 2021 and 2020, the company reported an unrealized loss of $1,094,054, and an unrealized gain $2,614,338 on marketable securities, which represents a decrease of $3,708,392, or 141.85%. Our marketable securities in Odyssey Group International, Inc. (Ticker: ODYY, OTC Markets) and Scepter Holdings, Inc. (Ticker: BRZL, OTC Markets) were considered to be traded on an active market and were accounted for at a fair value based on the quoted prices in the active markets resulting in aggregate unrealized gains as noted above. The increase is also attributed to the fact that our marketable securities holdings in Scepter Holdings, Inc. were accounted for under the equity method of accounting until the fourth quarter of 2020 when the Company was diluted to an approximate 19% holding of Scepter on a diluted basis, and thereby these securities were accounted for at a fair value based on the quoted prices in the active markets, which resulted in the Company recording an unrealized loss on marketable securities of $1,297,594 and an unrealized gain of $2,670,536 for the years ended December 31, 2021 and 2020. In January 2020, the Odyssey securities were considered to be traded on an active market and were accounted for at a fair value based on the quoted prices in the active markets. For the years ended December 31, 2021 and 2020 we recorded an unrealized gain of $203,540 and an unrealized loss of $56,198 on these marketable securities for the years ended December 31, 2020. In December 2021 we sold such shares of Odyssey in a private transaction for a purchase price of $860,491, reflecting the market price at that time.Segment

~~For~~Our ~~the~~Remediation ~~years~~Processing ~~ended~~Center ~~December 31~~(“RPC”), ~~2021~~located ~~and~~at ~~2020, we~~the ~~recorded~~San aJacinto ~~gain~~River of& ~~$87,044~~Rail ~~and~~Park ain ~~loss~~Harris ofCounty, ~~$121~~Texas,~~428~~ onis ~~the~~expected ~~conversion~~to ofbegin ~~notes~~operations ~~receivable,~~in ~~which~~the ~~represents~~third anquarter ~~increase~~ of ~~$208,472, or 171~~2026.~~68%.~~ InWe ~~August~~expect ~~2021~~this wefacility ~~converted~~to ~~$81,768~~process ofup ~~our note receivable with Scepter into 26,376,882 shares of Scepter common stock pursuant~~ to ~~the~~800 ~~terms~~tons ~~of the note at $0.0031~~ per ~~share.~~day Onof ~~the~~oilfield ~~date~~waste, oftank ~~the conversion~~bottoms, ~~the~~and ~~Scepter~~contaminated ~~price~~soils, ~~per~~recover ~~share~~valuable onhydrocarbons ~~OTC~~for ~~Markets~~resale ~~was~~through ~~$0.0062~~our ~~per share~~marketing division, ~~which~~and ~~resulted~~include in a ~~$87,044~~truck ~~gain~~and oncontainer ~~the~~washout ~~disposition~~station ofto ~~the~~generate ~~note~~additional ~~receivable~~revenue. InThe ~~June~~RPC ~~2020~~and weassociated ~~converted~~equipment ~~$809,578~~are offinanced ~~our~~under ~~note~~a ~~receivable~~ Master Agreement with ~~Odyssey~~Maxus ~~into~~Capital ~~809~~Group,~~578~~ ~~shares~~LLC, ofand ~~Odyssey~~are ~~common~~designed ~~stock pursuant~~ to ~~the~~produce ~~terms~~saleable ofbyproducts ~~the~~such ~~note~~as atcondensate, ~~$1.00 per share. On the date of the conversion~~propane, ~~the~~ ~~Odyssey~~and ~~price per share on OTC Markets was $0.85 per share~~butane, which ~~resulted~~we inare aintended ~~$121,428~~to ~~loss~~support on the ~~disposition~~Company’s ofhydrocarbon ~~the~~recovery ~~note~~and ~~receivable~~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.

~~Provision~~Table ~~for~~of ~~income tax~~Contents

~~The~~● ~~Company~~Automation ~~recorded~~software anenabling ~~income~~24/7 ~~tax~~remote ~~provision~~operation of ~~none~~ ~~and $296,477 for the three months ended June 30, 2022 and 2021, respectively, representing a decrease of $296,477 or 100%~~RPCs. The Company recorded an income tax provision of $800 and $723,911 for the six months ended June 30, 2022 and 2021, respectively, representing a decrease of $723,111 or 99.89%. The effective tax rate as of June 30, 2022 and 2021 was (0.04)% and 9.18%. The difference in effective tax rate was primarily due to the decrease in unrealized gains on marketable securities for the six months ended June 30, 2022 and 2021.

~~The~~● ~~Company~~A ~~recorded an~~license ~~income~~to ~~tax~~upgrade ~~benefit~~hydrocarbons ofrecovered ~~$1,050,207~~during ~~and a tax provision of $466,964 for the years ended December 31, 2021 and 2020, respectively~~remediation. ~~The Company’s effective tax rate for 2021 and 2020 was 16.48% and -21.96%, which was the result of the benefit of book losses offset by an additional valuation allowance on the net operating losses.~~

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

~~The~~Competitive ~~following table sets forth the primary sources and uses of cash and cash equivalents for the six months ended June 30, 2022 and 2021 as presented below:~~Strengths

	June 30,
	2022			2021
Net cash used in operating activities	$	(2,808,793	)	$	(2,053,627	)
Net cash used in investing activities		(1,067,562	)		(1,384,452	)
Net cash provided by financing activities		7,587,227			6,656,612

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

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

We● ~~have~~Strategic ~~historically~~Infrastructure ~~suffered~~Footprint: ~~net~~Our ~~losses~~terminals, injection stations, trucking operations, and ~~cumulative negative~~pipeline ~~cash~~assets ~~flows~~are ~~from~~strategically ~~operations~~located ~~and~~near key producing regions, asincluding ofthe ~~June~~Permian, 30STACK, ~~2022~~ and ~~2021,~~Eagle weFord ~~had~~Basins, anproviding ~~accumulated~~customers ~~deficit~~with oftransportation ~~approximately~~access, ~~$41.2~~takeaway ~~million~~capacity, and ~~$30.1~~ ~~million~~connectivity to major demand centers.

As● ofContracted ~~June~~and ~~30,~~Recurring ~~2022~~Revenue ~~and~~Base: ~~December~~Long-term ~~31,~~commercial ~~2021~~agreements, ~~we had~~including ~~cash~~our ~~and~~Colorado ~~cash~~City ~~equivalents~~terminal ofagreement ~~$5,204,591~~ and ~~$1,493,719,~~our ~~with~~Delhi ~~$296~~terminal-related arrangements,~~257~~ ~~and~~provide ~~$199,952~~baseline ~~attributed~~throughput tovolumes ~~variable~~and ~~interest~~support ~~entities,~~operational ~~respectively~~visibility.

To● ~~date~~Environmental weProcessing ~~have~~Capabilities: ~~financed~~The ~~our~~planned ~~operations~~Remediation ~~primarily through~~Processing ~~debt~~Center ~~financing,~~(“RPC”) ~~private~~is ~~equity~~expected ~~offerings~~to ~~and~~expand our ~~working~~hydrocarbon ~~interest agreements~~recovery, ~~although on February 14~~recycling, ~~2022,~~and ~~the~~environmental ~~Company~~processing ~~closed an~~capabilities ~~underwritten~~in ~~public~~response ~~offering of 1,600,000 shares of common stock, at a public offering price of $5.00 per share, for aggregate gross proceeds of $8.0 million, prior~~ to ~~deducting~~evolving ~~underwriting~~regulatory ~~discounts, commissions,~~ and ~~other~~sustainability ~~offering~~initiatives ~~expenses.~~within ~~The Company's Common Stock began trading on~~ the ~~Nasdaq~~energy ~~Capital Market under the symbol “VIVK”~~sector.

~~For~~● ~~the~~Acquisition ~~six~~and ~~months~~Integration ~~ended~~Experience: ~~June~~We ~~30,~~have ~~2022~~expanded ~~and 2021,~~ our ~~net~~operations ~~cash~~through ~~used~~strategic inacquisitions ~~operating~~intended ~~activities~~to ~~was~~enhance ~~driven~~integration, bybroaden ~~the~~service ~~consolidated net loss of $5~~offerings,~~953,898~~ and ~~1,149,934, which change is mainly attributed to unfavorable changes in the market which decreased unrealized gains on marketable securities and the~~ increase inoperational ~~stock-based compensation~~scale asacross ~~described~~our ~~above~~midstream platform.

~~For~~Growth the six months ended June 30, 2022 and 2021, our net cash used in investing activities was mainly attributed to our purchase of equipment of $1,129,515 and $1,334,123 related to the manufacturing of our RPCs.Strategies

~~For~~Our ~~the~~growth ~~six~~strategy ~~months~~is ~~ended~~focused ~~June~~on ~~30,~~increasing ~~2022~~utilization ~~and~~of ~~2021~~existing assets, ~~our~~ ~~net~~expanding ~~cash~~operational ~~provided~~integration byacross our ~~financing activities was mainly attributed to proceeds of $1~~platform,~~968,261~~ and ~~$6,666,811~~selectively ~~related~~pursuing toadditional ~~the~~growth ~~issuance of~~opportunities ~~convertible bridge notes and other loans, and~~ in ~~2022,~~key ~~proceeds~~producing ~~of $6,240,000 from the February 14, 2022 underwritten public offering of 1,600,000 shares of common stock~~regions. We made distributions to noncontrolling interests of $343,889 and none for the six months ended June 30, 2022 and 2021. We also made payments on notes payable of $277,145 and $2,464 for the six months ended June 30, 2022 and 2021.

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.

~~There~~Table ~~are no further existing firm obligations; however we anticipate further construction costs~~ of ~~approximately $1.35 million in connection with our construction in process of our RPCs.~~Contents

~~Our~~Key ability to continue to access capital could be affected adversely by various factors, including general market and other economic conditions, interest rates, the perception of our potential future earnings and cash distributions, any unwillingness on the part of lenders to make loans to us and any deterioration in the financial position of lenders that might make them unable to meet their obligations to us. If we cannot generate or raise capital through scaled up operations of our sites, or from further public or private debt financings, equity offerings, or other means, our ability to grow our business may be negatively affected.Transactions

WeTerminals ~~believe~~Acquisition ~~the liquid assets of the Company give it adequate working capital to finance our day-to-day operations for at least twelve months through August 2023.~~(2022)

~~Contractual~~On ~~Obligations~~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.

~~Our~~The ~~contractual~~acquisition ~~obligations~~expanded asthe ofCompany’s ~~June~~terminaling, 30storage, ~~2022 are for operating lease liabilities for office~~ and ~~warehouse~~crude ~~space,~~oil ~~which~~logistics ~~leases~~infrastructure ~~end~~operations ~~in 2024~~ and ~~2025.~~established ~~Operating~~a ~~lease~~foundation ~~obligations~~for ~~as of~~the ~~June~~Company’s ~~30,~~broader ~~2022~~midstream ~~are~~business ~~as follows:~~strategy.

2022	$	180,195
2023		370,902
2024		304,892
2025		16,135
Total	$	872,124

Endeavor Entities Acquisition (2024)

~~Interest~~On ~~Rate~~October 1, 2024, Vivakor acquired all issued and ~~Market~~outstanding ~~Risk~~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.

~~Our~~The ~~financing~~acquisition ~~arrangements~~significantly ~~are~~expanded ~~not~~the ~~subject~~Company’s ~~to variable~~integrated ~~interest~~midstream ~~rates~~transportation ofand ~~the~~logistics ~~prime rate or LIBOR~~operations.

~~Inflation~~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.

~~Inflation~~Strategic ~~generally~~Divestiture ~~will cause suppliers to increase their rates. In connection with such rate increases, we may or may not be able to increase our pricing to consumers. Inflation could cause both our investment and cost~~ of ~~revenue~~Non-Core toOperations ~~increase, thereby lowering our return on investment and depressing our gross margins.~~(2025)

~~Off~~Following ~~Balance~~the ~~Sheet~~Endeavor ~~Arrangements~~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.

~~None~~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.

~~Critical~~The ~~Accounting~~divestiture ~~Policies~~was &undertaken ~~Use~~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 ~~Estimates~~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.

~~Management’s~~Kuwait ~~Discussion~~RPC ~~and Analysis of Financial Condition and Results of~~ Operations is based upon our consolidated financial statements included in this report, which have been prepared in accordance with GAAP. For further information on the critical accounting policies see Note 3 of the Notes to the Consolidated Financial Statements. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, sales and expenses, and related disclosure of contingent assets and liabilities. Estimates by their nature are based on judgments and available information. Our estimates are made based upon historical factors, current circumstances and the experience and judgment of management. Assumptions and estimates are evaluated on an ongoing basis, and we may employ outside experts to assist in evaluations. Therefore, actual results could materially differ from those estimates under different assumptions and conditions. 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, marketable securities, lease assets and liabilities, equity method investments, valuation of stock used to acquire assets, and derivatives.

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.

~~BUSINESS~~Table of Contents

~~Overview~~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.

~~Vivakor,~~Subsequent ~~Inc.~~subcontractor ischanges adelayed ~~socially~~project ~~responsible operator~~execution, ~~acquirer~~ and ~~developer~~no ofdefinitive ~~clean~~agreement ~~energy~~with ~~technologies~~KOC ~~and~~was ~~environmental~~finalized ~~solutions,~~during ~~primarily focused on soil remediation~~2024. WeAs ~~specialize in~~a result, the ~~remediation~~Company ofrecorded ~~soil~~impairment ~~and~~charges ~~the extraction~~ of ~~hydrocarbons,~~approximately ~~such~~$7.0 asmillion ~~oil,~~related ~~from~~to ~~properties~~the ~~contaminated~~Kuwait byRPC orunits ~~laden with heavy crude oil~~ and ~~other~~approximately ~~hydrocarbon-based substances~~$1.5 ~~Our~~million ~~patented~~related ~~process allows us~~ to ~~successfully~~an ~~recover~~ancillary ~~the~~nanosponge ~~hydrocarbons which we believe could then be used to produce asphaltic cement and/or other petroleum-based products~~license.

WeAlthough ~~are~~discussions ~~focused~~with onKOC ~~the~~remain ~~remediation~~ongoing, ofthere ~~contaminated soil~~can ~~and~~be ~~water~~no ~~resulting~~assurance ~~from~~that ~~either~~a ~~man-made~~definitive ~~spills~~agreement orwill ~~naturally~~be ~~occurring~~reached ~~deposits~~or ofthat ~~oil. Our primary focus has been the remediation of oil spills resulting from the Iraqi invasion of~~ Kuwait ~~and~~operations ~~naturally occurring oil sands deposits in the Uinta basin located in Eastern Utah. We plan to expand into other markets, both in Utah and globally, where we believe our technology and services~~ will ~~provide a distinct competitive advantage over our competition~~commence.

~~Our~~Current ~~current~~Material ~~focus~~Subsidiary is on the clean-up of greater than 7% hydrocarbon contaminated soil located in Kuwait as a result of the Iraqi invasion, and naturally occurring oil sands deposits in Utah. We have deployed two RPC units to date including one unit to Kuwait (for which operations were temporarily suspended due to COVID-19) and another to Vernal, Utah (which is presently operating). We expect to deploy two additional RCPs to Vernal, Utah and believe that there may be an opportunity to deploy additional RPCs in Utah as well as to Kuwait and the Middle East.Structure

~~Recent~~Corporate ~~Developments~~& Administrative Operations

~~Off-Take~~● ~~Agreement~~Vivakor Operating, LLC (Texas)

On● ~~April~~Vivakor 26Administration, ~~2022, our subsidiary Vivaventures Energy Group, Inc., entered into a Product Off-Take Agreement (the “Off-Take Agreement”), with Hot Oil Transport,~~ LLC, ~~a Nevada limited liability company~~ (~~“HOT”~~Texas). Pursuant to the Off-Take Agreement, the Company plans to produce asphalt that meets the specifications for PG 64-22 grade, as set forth by the Nevada Department of Transportation and the American Association of State Highway and Transportation Officials (the “Product”) from a to-be-scaled processing plant to be located in Uintah County, Utah, and as may be relocated from time to time by the Company (the “Plant”). HOT will be obligated to purchase from the Company certain quantities of the Product from the Plant once the Plant begins to produce the Product, on the terms and conditions set forth in the Off-Take Agreement.

~~The~~● ~~quantity~~Vivakor ~~of the Product to be sold and purchased pursuant to this Agreement will be (i) 1~~Midstream,~~000~~ ~~tons~~LLC ~~of the Product per week, or~~ (iiTexas) the entirety of any lesser amount that may be produced by the Company during any given week. HOT will also have the first right of refusal to purchase all or any portion of additional Product that may be produced by the Company within the state of Utah upon the same terms and conditions, except that the purchase price shall be at market rate as determined in the Company’s sole discretion.

~~Pursuant~~● toEmpire ~~the~~Energy ~~Off-Take Agreement,~~Acquisition ~~the~~Corp. rates for the sale and purchase of up to 1,000 tons of Product per week will be determined on the basis of an average 1,000 tons per week, a price per ton using the “Argus Rockies Rail Low” price for asphalt in the Rocky Mountain region as set forth in the most recent edition of Argus Americas Asphalt report, produced by Argus Media Group, as of the date of delivery (~~the “Unit Price”~~Delaware). Once calculated, the weekly purchase price will be reduced by $1,500 in order to compensate Buyer for costs associated with testing, providing storage tanks for Buyer’s minimum quantity purchases, and certifying the quality of the Product, for so long as Buyer is providing the testing facilities for the Product. As noted above, the purchase price for any Product over 1,000 tons per week will be at market rate, as determined by the Company. In the event the Unit Price drops below $250, the Company will have the right to suspend production of the Product upon written notice to HOT.

~~The~~Transportation Off-Take Agreement provides for an initial term of ten years. The Off-Take Agreement will automatically renew for two successive ten-year terms, subject to the Company’s right to continue operating at the current Plant site, unless either party terminates the Off-Take Agreement by written notice to the other party not less than three months prior to the expiration of the term. During a term, the Off-Take Agreement can only be terminated for (i) abandonment or termination of Project by the Company; (ii) default by the other party; or (iii) in connection with occurrence of a force majeure.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)

~~Acquisition~~Table of ~~Silver Fuels Delhi, LLC and White Claw Colorado City, LLC~~Contents

OnMarketing August 1, 2022, the Company, Jorgan Development, LLC, a Louisiana limited liability company ("Jorgan") and JBAH Holdings, LLC, a Texas limited liability company ("JBAH" and, together with Jorgan, the "Sellers"), as the equity holders of Silver Fuels Delhi, LLC, a Louisiana limited liability company ("SFD") and White Claw Colorado City, LLC, a Texas limited liability company ("WCCC" ) closed under the Membership Interest Purchase Agreement among them dated June 15, 2022 (the “MIPA”). In accordance with the terms of the MIPA, the Company acquired all of the issued and outstanding membership interests in each of SFD and WCCC (the “Membership Interests”), making SFD and WCCC wholly owned subsidiaries of the Company. The purchase price for the Membership Interests was approximately $37.4 million, subject to post-closing adjustments, and was paid by the Company to the Sellers in a combination of 3,009,552 shares of Common Stock valued at an aggregate of $4,278,655, (the "Purchaser Stock Consideration"), secured three-year promissory notes in the aggregate principal amount of $28,664,284 (the “Notes”), and the assumption of certain liabilities of SFD and WCCC. The Common Stock comprising the Purchaser Stock Consideration represented 19.99% of the number of issued and outstanding shares of the Company’s Common Stock immediately prior to issuance and were valued at the volume-weighted average price for the Company’s Common Stock on Nasdaq during the five trading days immediately preceding the closing date. In conjunction with the closing, Sellers entered into lock-up agreements for a period of up to 18 months with regard to the Purchaser Stock Consideration (the “Lock-up Agreements”).Operations

~~The~~● ~~purchase price~~Vivakor ~~was~~Supply ~~based~~& ~~on the assumption that the net working capital of SFD and WCCC~~Trading, inLLC ~~the aggregate and as of closing would be equal to One Hundred Fifty Thousand and No/100s United States Dollars~~ (~~$150,000.00 USD~~Texas) (the "Target Working Capital Amount"). If the aggregate net working capital of SFD and WCCC turns out to be lower than the Target Working Capital Amount (a “Working Capital Deficit”) the purchase price will be decreased by an amount equal to the Working Capital Deficit. If the aggregate net working capital of SFD and WCCC turns out to be higher than the Target Working Capital Amount (a “Working Capital Surplus”) then the then the purchase price will be increased by an amount equal to the Working Capital Surplus. The amount of any Working Capital Deficit will be payable by Sellers to the Company by reducing the aggregate principal amount of the Notes and the amount of any Working Capital Surplus will be payable by the Company to Sellers by increasing the aggregate principal amount of the Notes.

~~Under~~Legacy the MIPA, the Company has committed to make the Threshold Payment Amount to Sellers on or before the 18-month anniversary of the closing date. "Threshold Payment Amount" means an amount remitted to Sellers, collectively, equal to Sixteen Million Four Hundred Seventy-One Thousand Four Hundred Sixty -Nine and 50/100s U.S. Dollars ($16,471,469.50), solely and exclusively as the sum of (a) any payments of principal to Sellers under the Notes, whether in cash or unrestricted common stock, and (b) the value of any other unrestricted common stock issued to Sellers, including any Purchaser Stock Consideration which may become unrestricted common stock. The Threshold Payment is subject to adjustment in connection with any working capital or similar adjustments to the purchase price.Businesses

~~Notwithstanding any~~● ~~provision~~VivaVentures toManagement the contrary contained in the MIPA or any other transaction document, prior to Sellers' receipt of the Threshold Payment Amount, upon a Seller exercising its rights pursuant to a Pledge Agreement among the Company ~~and the Seller in accordance with its terms~~, ~~the~~ ~~Company and the Sellers have agreed that the sole and exclusive remedy of the parties will be to unwind the MIPA transaction (the “Unwinding”)~~Inc. In any such Unwinding, the Membership Interests will be transferred to Sellers and Sellers will assign and transfer to the Company, the number of shares of common stock of the Company constituting the Purchaser Stock Consideration and any other amounts (~~the “Pre-Payment Amounts”~~Nevada) paid to Sellers by the Company above and beyond the monthly amounts required to be paid to Sellers under the Notes. Any such Pre-Payment Amounts shall be returned to the Company (i) in cash, if originally remitted to Sellers in cash, (ii) in Company common stock, if originally remitted to Sellers in Company common stock, or (iii) to the extent Company common stock was originally remitted to Sellers, but such stock was sold, margined, or hypothecated by Sellers, in cash at the value attributed to such Purchaser Common Stock at the time of its issuance or transfer to Sellers. Notwithstanding the foregoing, subsequent to the receipt of the Threshold Payment Amount, no Seller shall have any right to initiate an Unwinding.

In● ~~connection~~International ~~with~~Metals ~~the MIPA closing~~Exchange, ~~the~~LLC Company agreed to file registration statement, of which this prospectus is a part, for the resale of the shares of Common Stock issued to the Sellers within 45 days of such closing and to use its best efforts to have the registration statement declared effective as soon thereafter as is practical.(Nevada)

~~The~~● ~~MIPA~~VivaVentures ~~contains~~Royalty ~~customary representations and warranties~~II, ~~pre-~~LLC ~~and post-closing covenants of each party and customary closing condition.~~(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.

~~The~~Table ~~principal amount~~ of the Notes, together with any and all accrued and unpaid interest thereon, will be paid to the Sellers on a monthly basis in an amount equal to the Monthly Free Cash Flow beginning September 20, 2022, and continuing thereafter on the twentieth (20th) calendar day of each calendar month thereafter. Monthly Free Cash Flow means, for any calendar month, an amount equal to the cash proceeds received by SFD and WCCC from the product of (a) the sum of (i) SFD’s and WCCC’s gross revenue (including service revenue, rents, inventory sales and any other revenues agreed upon in writing by the Company and the Sellers ), in each case determined in accordance with GAAP and derived from SFD’s and WCCC’s monthly unaudited financial statements prepared in the ordinary course of business, minus (ii) SFD’s and WCCC’s operating expenses (excluding all interest expense, amortization, and depreciation), selling, general and administrative expenses, capital expenditures (including, but not limited to, maintenance capital expenditures and expenditures for personal protective equipment, additions to the land/current facilities and pipeline connections) and costs of goods sold, in each case determined in accordance with GAAP and derived from SFD’s and WCCC’s monthly unaudited financial statements prepared in the ordinary course of business, plus (iii) the net proceeds of any dispositions of property, plant, equipment or other assets of SFD and WCCC, in each case determined in accordance with GAAP and derived from SFD’s and WCCC’s monthly unaudited financial statements prepared in the ordinary course of business, minus (iv) any payments on capital lease obligations of SFD and WCCC, in each case determined in accordance with GAAP and derived from SFD’s and WCCC’s monthly unaudited financial statements prepared in the ordinary course of business, and minus (v) any extraordinary expenses incurred by SFD and WCCC (or by the Company for the benefit of SFD and WCCC) that are approved in writing by the Sellers, multiplied by (b) ninety-nine percent (99%) in the case of Jorgan and one percent (1%) in the case of JBAH; provided, however, that the Monthly Free Cash Flow will be calculated so as to eliminate the effect of: (A) premiums and other payments in excess of principal and accrued interest associated with the retirement of debt (including, without limitation, payments of income taxes incurred in connection therewith); and (B) tax payments or benefits associated with gains or losses on business divestitures in calculating net cash from operating activities.Contents

~~Without~~Intellectual in any way limiting the foregoing, the then outstanding principal amount of the Notes, together with any and all accrued and unpaid interest thereon, will be due and payable in full in cash or unrestricted common stock of the Company on or prior to the three-year anniversary of the date of issuance. Subject to the limitations set forth below, the Company will have the right, but not the obligation, to make payments of principal and interest under the Notes on any payment date via physical delivery to the Sellers of shares of the Company’s unrestricted common stock. Any unrestricted common stock delivered to the Sellers will be valued at the volume weighted average price of the Company’s common stock on Nasdaq (or the Company’s then principal trading market) during the five (5) trading days immediately preceding the applicable payment date. Notwithstanding the foregoing, (i) the Company may not issue any shares of unrestricted common stock to the Sellers without first complying with the provisions of Nasdaq Rule 5635(d), (ii) with respect to any payment of Monthly Free Cash Flow, no more than fifty percent (50%) of the amount of such Monthly Free Cash Flow may be paid to the Sellers via delivery of unrestricted common stock without the prior written approval of the Sellers and (iii) no more than fifty percent (50%) of the original principal amount of each of the Notes may be paid to the Sellers via delivery of unrestricted common stock without the prior written approval of the Sellers. Each payment of Monthly Cash Flow pursuant to the Notes (whether in cash, shares of the Company’s unrestricted common stock or any combination of the foregoing) shall be applied to the payment of the obligations of the Company under the Notes as follows: (i) first, to the payment of any costs, expenses or other amounts (other than principal and interest) owed to the Sellers thereunder; (ii) second, to the payment of any and all accrued and unpaid interest; and (iii) thereafter, to the payment of the then outstanding principal amount of the Notes. Subject to the limitations set forth above, the Company may pre-pay the Notes, in whole or in part, in cash or unrestricted common stock without penalty or premium at any time.Property

~~Until~~We ~~such~~own ~~time~~or aslicense ~~the~~intellectual ~~Sellers~~property ~~have~~related ~~received~~primarily ~~the indefeasible~~to ~~payment~~hydrocarbon ~~in full of the Threshold Payment Amount~~recovery, ~~the~~remediation ~~timely and full payment of any and all principal~~processing, ~~interest~~ and ~~other amounts~~related ~~due~~environmental and owing to the Sellers pursuant to the Notes and the other transaction documents and the payment of any and all other obligations owed to the Sellers by the Company under the Notes or thereunder shall be secured solely bytechnologies, ~~and~~including toissued ~~the~~patents ~~extent set forth in, the Pledge Agreements between the Company~~ and ~~each~~pending ofinternational ~~Jorgan~~patent ~~and~~applications ~~JBAH.~~associated ~~The~~with ~~Pledge~~our ~~Agreements~~Remediation ~~will~~Processing ~~terminate~~Center ~~upon the earliest to occur of~~ (A“RPC”) the indefeasible payment in full of all of the Company’s obligations under the Notes and the Pledge Agreements, (B) the indefeasible payment in full to Jorgan and JBAH of the Threshold Payment Amount or (C) following the occurrence and continuance of an event of default thereunder or under the Notes and the exercise by Jorgan and JBAH of their right to effect a transfer of the collateral pursuant to the terms thereof, the execution and/or delivery of the pledged materials by the Company to Jorgan and JBAH in accordance with the Pledge Agreements and the MIPAoperations.

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.

~~The~~Table ~~timely and full payment~~ of any and all principal, interest and other amounts due and owing to the Sellers pursuant to the Notes and the other transaction documents and the payment of any and all other obligations owed to the Sellers by the Company under the Notes or thereunder are guaranteed solely by, and to the extent set forth in, the Guaranty Agreements between each of the Sellers and SFD and WCCC.Contents

In conjunction with the August 1, 2022 closing under the MIPA, SFD, WCCC and the Company entered into a Shared Services Agreement with Endeavor Crude, LLC, a Texas limited liability company affiliated with the Sellers (“Endeavor”), under which Endeavor is providing certain operating and administrative services to SFD and WCCC. The Shared Services Agreement has a term ending on the earlier of (a) December 31, 2031, (b) an event of default under the Shared Services Agreement, (c) termination at the sole discretion of SFD and WCCC upon thirty (30) days prior written notice to Endeavor, or (d) a change in control of SFD and WCCC.History

InWe ~~conjunction~~were ~~with~~originally ~~the~~organized ~~August~~on November 1, ~~2022~~2006 ~~closing under~~as ~~the MIPA, SFD, WCCC and the Company (collectively, the “Buyer Group”) entered into~~ a ~~Master~~limited ~~Netting~~liability ~~Agreement~~company ~~(the~~in ~~“Netting Agreement”) with Jorgan, JBAH, Endeavor and White Claw Crude, LLC (collectively,~~ the ~~“Seller~~State ~~Group”) under which all amounts owed to the Seller Group by the Buyer Group as a result~~ of ~~all~~Nevada ~~Contracts during a given calendar month (the "Aggregate Amount(s) Owed Seller Group") shall be netted against all amounts owed to Buyer Group by Seller Group~~ as aGenecular ~~result of all Contracts during the same calendar month (the "Aggregate Amount(s) Owed Buyer Group")~~Holdings, ~~and~~LLC. ~~the~~The ~~resulting~~name ~~net~~was ~~amount~~changed ~~(the "Net Settlement Amount") shall be payable either from Seller Group~~ to ~~Buyer~~NGI Group (if the Aggregate Amount Owed Buyer Group exceeds the Aggregate Amount Owed Seller Group) or from Buyer Group to Seller Group (if the Aggregate Amount Owed Seller Group exceeds the Aggregate Amount Owed Buyer Group). For purposes of the foregoingHoldings, ~~Contracts~~LLC ~~means~~on ~~the MIPA~~November 3, ~~the~~2006. ~~Notes,~~On ~~the Pledge Agreements~~April 30, ~~the Shared Services Agreement~~2008, ~~the~~we ~~Crude~~converted ~~Petroleum Supply~~to ~~Agreement~~a ~~dated~~Nevada ~~January~~corporation ~~1, 2021, by~~ and ~~between~~changed ~~White~~our ~~Claw~~name ~~Crude,~~to ~~LLC~~Vivakor, ~~and~~Inc. ~~SFD,~~pursuant asto ~~amended~~Vivakor, ~~and~~Inc. ~~the~~was ~~Oil~~originally ~~Storage~~organized ~~Agreement~~on ~~dated January~~ November 1, ~~2021,~~2006 ~~by and between White Claw Crude, LLC,~~ as Shipper, and WCCC, as Operator, as amended. The Net Settlement Amount shall be paid by the owing Group to the other Group by wire transfer on or before the 20th day of the month succeeding the invoiced month. The Netting Agreement will remain in effect until the earlier to occur of (a) anNevada ~~event~~limited ofliability ~~default~~company under the ~~Netting~~name ~~Agreement~~Genecular ~~(subject~~Holdings, ~~to the~~LLC. ~~discretion~~On ofNovember 3, ~~the non-defaulting Group)~~2006, ~~or (b)~~ the ~~termination~~company ofchanged ~~all~~its ~~the~~name ~~Contracts pursuant~~ to ~~their~~NGI ~~terms and provision~~Holdings, orLLC. ~~(c) termination~~On ~~by mutual agreement of the parties; provided~~April 30, ~~however~~2008, ~~that any such termination will not cancel~~ the ~~netting~~company ~~arrangement~~converted ~~provided for~~into ~~therein~~a ~~with~~Nevada ~~respect~~corporation toand ~~obligations~~changed orits ~~transactions~~name ~~which arise prior~~ to ~~the termination date~~Vivakor, unless otherwise agreed to in writing by the parties; provided further, that such termination of the Netting Agreement shall not affect the continuing validity or enforcement of obligations owed under the ContractsInc.

~~Effective~~On ~~January~~ August 1, ~~2021~~2022, ~~WCC,~~the inCompany ~~the~~acquired ~~capacity~~ all of ~~operator,~~the ~~entered~~issued ~~into~~and anoutstanding ~~Oil~~membership ~~Storage~~interests ~~Agreement~~in ~~with~~Silver ~~White~~Fuels ~~Claw Crude~~Delhi, LLC ( “~~WC Crude~~SFD”), inand ~~the~~White ~~capacity~~Claw ofColorado ~~shipper~~City, ~~under which~~LLC WC(“WCCC”), ~~Crude~~making ~~has~~those ~~the~~entities ~~right,~~wholly ~~subject~~owned tosubsidiaries (the ~~payment~~“Terminals ofAcquisition”). ~~service~~The ~~and~~acquisition ~~maintenance~~expanded ~~fees,~~the toCompany’s ~~store~~terminaling, ~~volumes~~storage, ofand crude oil ~~and~~logistics ~~other~~infrastructure ~~liquid~~operations. ~~hydrcarbons at~~The apurchase ~~certain~~price ~~crude~~was ~~oil~~approximately ~~and~~$32.9 ~~liquid~~million, ~~hydrocarbon~~paid ~~receipt,~~through ~~storage,~~a ~~blending~~combination of common stock, ~~throughput~~secured promissory notes, and ~~delivery~~the ~~terminal~~assumption ~~operated~~of bycertain ~~WCCC~~liabilities. ~~Subject~~The ~~to possible~~sellers ~~termination~~are ~~upon~~beneficially anowned ~~event~~by ofJames ~~default~~Ballengee, the ~~Oil~~Company’s ~~Storage~~Chairman, ~~Agreement~~President, ~~expires~~Chief onExecutive ~~December 31~~Officer, ~~2031~~and principal shareholder.

~~Effective~~On ~~January~~ October 1, ~~2021~~2024, ~~SFD entered into a Crude Petroleum Supply Agreement with WC Crude (~~the ~~“Supply~~Company ~~Agreement”)~~acquired ~~under~~all ~~which WC Crude supplies volumes~~ of ~~Crude~~the ~~Petroleum to~~issued ~~SFD.~~and ~~Crude~~outstanding ~~Petroleum~~interests ~~means~~in ~~merchantable~~Endeavor ~~crude oil~~Crude, ~~condensate~~LLC, ~~natural~~Equipment ~~gas liquids~~Transport, ~~and constituent liquid hydrocarbons acceptable to SFD~~LLC, ~~which~~Meridian ~~may~~Equipment be blended by WC Crude from time to time in WC Crude’s reasonable discretion. WC Crude and SFD will be entering into a First Amendment to the Supply Agreement in conjunction with the closing under the MIPA. The Supply AgreementLeasing, ~~as amended~~LLC, ~~will provide~~and ~~for~~Silver ~~the~~Fuels ~~delivery to SFD of a minimum of 1~~Processing,~~000~~ ~~Sourced~~LLC ~~Barrels per day. Sourced Barrels means barrels purchased directly from WC Crude~~ (~~“White~~collectively, ~~Claw Barrels”) or from third parties (~~the “~~Sourced~~Endeavor ~~Parties~~Entities”), ~~sourced~~making ~~through~~those WCentities ~~Crude~~wholly ~~(“Third Party~~owned ~~Barrels”).~~subsidiaries ~~In the event that the price at which SFD resells White Claw Barrels or Third Party Barrels, as applicable, to third parties~~ (the “~~Third~~Endeavor ~~Party~~Entities ~~Sales Price~~Acquisition”) ~~minus the per barrel cost paid by SFD when purchasing barrels from WC Crude or Sourced Parties (the "SFD Margin") is positive, but less than $5~~.~~00 per~~ ~~barrel, WC~~The ~~Crude~~acquisition ~~will~~significantly ~~pay~~expanded ~~SFD $5.00 minus~~ the ~~SFD~~Company’s ~~Margin,~~integrated ~~which~~midstream ~~amount will be multiplied by the number of barrels associated with the sale. In the event the SFD Margin is positive~~transportation, ~~but~~ ~~greater than $5.00 per barrel~~logistics, ~~SFD~~environmental ~~will pay White Claw a profit sharing payment in the amount equal to 10% of the SFD Margin minus $5.00 per barrel~~processing, ~~which~~and ~~amount~~crude ~~will~~oil bemarketing ~~multiplied by the number of barrels associated with the sale~~operations. InThe ~~the~~total ~~event~~purchase ~~the~~price ~~SFD~~was ~~Margin is~~approximately ~~negative, WC Crude will pay SFD the sum of the SFD Margin plus~~ $5116.003 million, ~~which~~including ~~amount~~assumed ~~will~~debt beand ~~multiplied~~performance ~~by the number of barrels associated with the sale.. For purposes of the foregoing calculation~~adjustments, ~~the~~payable ~~SFD~~through ~~Margin shall be treated as~~ a ~~positive~~combination ~~number~~of ~~.If~~common ~~the~~stock ~~average Sourced~~and ~~Barrels~~Series ~~delivered~~A ~~per~~Preferred ~~month is less than 1,000 Sourced Barrels per day, then WC Crude will pay SFD $5~~Stock.00 ~~per~~The ~~barrel~~sellers ofare ~~the~~also ~~deficient quantity~~beneficially ~~multiplied~~owned by ~~the~~James ~~number of days in the applicable month~~ Ballengee.~~Subject to earlier termination in connection with an event of default, the Supply Agreement, as amended, will remain in effect through and including December 31, 2031.~~

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.

~~WCCC~~LEGAL owns a 120,000 barrel crude oil storage tank, in the heart of the Permian Basin, located near Colorado City, Texas. The storage tank is presently connected to the Lotus pipeline system and the Company intends to further connect the tank to major pipeline systems. Under the terms of an existing agreement, WC Crude has agreed to lease the oil storage tank for a period of 10 years. As with SFD, WCCC would provide the Company with the infrastructure to blend and sell oil which has been recovered via a RPC machine from tank bottom sludge and contaminated soil which exists in the Permian Basin.PROCEEDINGS

~~This~~Vivakor, ~~disclosure~~Inc. ~~should~~v. beAl-Dali ~~read~~International inGeneral ~~connection with~~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 isinjunctive ~~subject~~relief toagainst Defendants Al-Dali Global Trading and Contracting Company, ~~the~~Al-Sayer ~~MIPA~~Construction General Trading and Contracting Company, aand ~~copy~~Kuwait Oil Company relating to the placement and operation of ~~which~~oilfield isremediation ~~attached~~processing ~~hereto~~equipment asin ~~Exhibit~~Kuwait. 2Plaintiff seeks total damages in excess of $15,000,000.100.

~~Our~~Vivakor, ~~Technologies~~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.

WeAE ~~own~~Systems, ~~and/or~~LLC ~~license~~v. aVivaVentures ~~number~~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 ~~technologies that~~contract ~~allow~~and usdamages toof ~~effectively~~$156,356.00 ~~operate~~for ~~our~~goods ~~remediation~~provided and ~~recovery~~services ~~business~~performed ~~along~~at ~~with~~Defendant’s ~~other~~site ~~technologies~~in Harris County, Texas. Defendant has contested the amount due on grounds that ~~provide~~Debtor ~~synergies~~materially breached with ~~our core~~their ~~business~~contract. ~~The~~Defendant ~~description~~has ofcontested ~~these~~Debtor’s ~~various~~claims. ~~technologies~~No ~~follows~~amount has been reserved in connection with the dispute.

~~Hydrocarbon~~Echo ~~Extraction~~Contracting, ~~Technology~~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.

InKush ~~2015~~Properties, weLLC ~~acquired~~d/b/a ~~and~~Motel ~~improved~~6 ~~technology~~– ~~aimed at~~Floresville ~~remediating~~d/b/a ~~contaminated~~Eagle ~~soil~~Ford ~~and recovering usable hydrocarbons~~Inn, ~~which~~et ~~we refer to as RPCs~~al., ~~We presently have two US patents and pending foreign applications related to our RPCs~~v. ~~Our~~Endeavor ~~RPCs~~Crude, ~~each have the potential to clean a minimum of 20 tons of contaminated material per hour~~LLC, ~~depending~~et onal Case ~~the oil contamination percentage in the processed material~~No. ~~Each~~CVW2505285 ~~RPC~~(81st ~~has the capacity to extract on a 24-hour operation 500 tons or more of contaminated material per day~~Dist. Ct. ~~The~~Wilson ~~amount of extracted hydrocarbon recovered depends on the extent to which the material is contaminated~~Cty., ~~For example~~Tex.—May 8, we2025) ~~estimate~~—Plaintiff ~~that~~alleges ~~for~~breach ~~every 480 tons~~ of ~~contaminated~~contract, ~~material~~unjust ~~processed~~enrichment, ~~per~~suit ~~day~~on ~~that~~sworn ~~contains~~account, atfraud, ~~least~~fraudulent ~~10% oil~~inducement, weand ~~will~~negligent ~~recover~~misrepresentation ~~approximately~~relating ~~250~~to ~~barrels~~lodging ofcharges ~~extracted~~for ~~hydrocarbons.~~truck ~~The~~drivers, ~~above~~seeking ~~example has been calculated as follows: contaminated material that is 10% oil is comprised of 200 pounds of oil per ton; one gallon of oil weighs 8~~$256,070.~~44 pounds~~00, ~~resulting~~plus inattorneys ~~23.69~~fees, ~~gallons~~costs of ~~oil~~ ~~per~~court, ~~ton~~and ofpre- ~~contaminated~~and ~~material~~post-judgment ~~(200/8~~interest.~~44);~~ ~~there~~Defendants’ are 42vigorously ~~gallons~~contesting ~~per~~the ~~barrel, resulting in 0~~claims.56 ~~barrels~~The ofparties ~~oil~~are ~~per ton of contaminated material (23.69/42); 20 tons of contaminated material can typically be processed per hour, resulting~~ in ~~11.2~~the ~~barrels~~process of ~~oil~~settling ~~per~~this ~~hour (0~~litigation.~~56*20); and operations continue 24 hours per day, resulting in 268.8 barrels per day (11.2*24).~~

WeMisty ~~believe~~Kitson, ~~our~~Blaine ~~RPCs~~County ~~are significantly~~Assessor ~~more~~v. ~~advanced~~Meridian ~~than~~Equipment ~~other~~Leasing, ~~oil~~LLC, ~~remediation~~Case ~~technologies~~No. orEQ-2023-57 ~~offerings presently available on the market~~(Ct. ~~Our~~of ~~RPCs~~Tax ~~have successfully cleaned contaminated soil containing greater than 7% hydrocarbon content~~Review, ~~while,~~Okla.—Aug. ~~to our knowledge~~2, ~~our~~2023)—Plaintiff ~~competitors~~governmental ~~are~~taxing ~~limited~~authority toseeks ~~projects containing~~appeal ~~less~~of ~~than~~Defendant’s 5%fair ~~hydrocarbon~~cash ~~contamination.~~value Wevaluation ~~believe~~of ~~our~~certain ~~ability~~personal toproperty ~~clean~~in ~~soil~~Blaine ~~with~~County, ~~higher~~Oklahoma. ~~percentages~~Plaintiff ofseeks ~~hydrocarbon contamination is~~ a ~~distinctive~~property ~~advantage~~tax ~~that~~valuation ~~will~~of ~~allow~~$27,463,542.00 ~~us to operate on a global basis~~ in ~~any~~contrast ~~location~~to ~~that~~Defendant’s ~~has~~valuation ~~suffered~~of ~~from oil spills or naturally occurring oil sands deposits~~$4,000,000.00, ~~While our primary focus~~ and ~~mandate~~overdue ~~will~~taxes bein onexcess ~~the manufacture and deployment~~ of ~~our RPCs~~$1,126,005.22, weplus ~~intend~~statutory ~~to continue~~interest, ~~to develop~~penalties, ~~acquire or license additional clean energy technologies~~ and ~~environmental~~fees. ~~solutions~~The ~~that~~case ~~will~~is ~~directly~~in ~~enhance and expand our current technologies and service offerings~~discovery.

WeTable ~~have designed our RPCs to provide an environmentally friendly solution to the remediation~~ of hydrocarbon-contaminated soil, as they do not utilize water. Our RPCs operate by loading contaminated soil onto a feeder and conveyor system that effectively delivers the material prepares the material into a fully contained, closed-loop system. Physical separation of the hydrocarbons from the contaminated soil does not utilize water or steam and is instead accomplished using a proprietary extraction fluid to dissolve the hydrocarbon components.Contents

InMV ~~the~~Purchasing, ~~first~~LLC ~~stage~~et ofal., ~~the~~v. ~~process~~Endeavor Crude, ~~hydrocarbon contaminated~~LLC, ~~soil~~et isal., ~~mixed~~v. ~~with~~Unique ~~our~~Funding ~~proprietary~~Solutions, ~~solvent~~LLC, ~~which~~et ~~forms~~al., aNo. ~~slurry~~3:25-cv-01112-K of(U.S. ~~sand~~Dist. Ct.—N. Tex.)—Plaintiffs Endeavor Crude, ~~hydrocarbon~~LLC, et al., assert claims for fraud, fraudulent misrepresentation, unjust enrichment, and ~~extraction~~declaratory ~~fluid~~relief for more than $1.5 ~~This~~million ~~slurry~~relating ~~moves from~~to ~~the~~an ~~mixing~~accounts ~~chamber~~receivable ~~into~~factoring acontract. ~~separation~~Cross-plaintiffs ~~chamber~~MV ~~where~~Purchasing, ~~the~~LLC ~~sand~~and isEcho ~~separated~~Canyon ~~from~~Energy ~~the~~Products ~~hydrocarbon/extraction~~Supply, ~~fluid~~LLC ~~mix~~assert byclaims ~~gravity~~for declaratory relief. ~~The soil~~Cross-plaintiffs isand ~~then~~Defendants ~~dried~~Unique ~~and~~Funding ~~transported~~Solutions, ~~via~~LLC, aRocket ~~conveyer~~Capital toNY aLLC, ~~lined~~and ~~pit~~Regain ~~where~~Group ~~extensive~~LLC ~~testing~~assert isclaims ~~performed~~of tobreach ~~ensure~~of ~~the~~contract ~~hydrocarbons~~against ~~have been~~Defendants ~~properly~~Endeavor ~~removed.~~Crude, ~~Meanwhile~~LLC, et ~~the~~al., ~~extracted~~seek ~~hydrocarbon~~declaratory relief against Cross-plaintiffs MV Purchasing, LLC and ~~solvent~~Echo ~~travels~~Canyon toEnergy aProducts ~~separate~~Supply, ~~chamber~~LLC, ~~where~~and ~~the~~collectively ~~hydrocarbons~~seek ~~are~~damages ~~separated from~~in ~~the~~excess ~~extraction~~of ~~solvent~~$3,000,000. ~~The~~Defendants ~~solvent~~Endeavor isCrude, ~~then~~LLC, et ~~reclaimed~~al., are vigorously defending the case.

~~The~~Novella ~~entire~~Strmiska ~~extraction~~v. ~~process~~Endeavor isCrude, ~~completed~~LLC, ~~in a~~et ~~series~~al., ofCase ~~sealed chambers~~No. ~~The~~25-01-00013-CVK ~~reclaimed~~(81st ~~extraction~~Dist. ~~fluid~~Ct., isKarnes ~~then~~Cty., ~~recycled~~Tex.—Jan. ~~back into the process~~27, ~~which~~2025)—Plaintiff ~~ensures~~obtained ~~that~~a nodefault ~~toxic~~judgment ~~chemicals are~~for ~~released~~breach ~~into~~of ~~the~~contract, ~~soil~~trespass orto ~~the~~land, ~~environment.~~trespass ~~Upon~~to ~~completion~~chattels, ofnegligence, ~~our remediation~~ and ~~separation~~unjust ~~process~~enrichment, ~~the~~for ~~extracted~~$256,717.00 ~~hydrocarbons~~USD, ~~are placed~~plus ~~into~~post-judgment ~~holding~~interest, ~~tanks~~attorneys ~~to be picked up by our customers~~fees, ~~while~~and ~~clean~~costs ~~soil~~of ~~is returned to the environment~~court.

~~Our~~Texas ~~RPCs~~Premier ~~are~~Resources, ~~manufactured~~LLC inet ~~Denver~~al., ~~Colorado~~v. In ~~the~~Vivakor, ~~future~~Inc., weet ~~expect~~al., toCause ~~finance~~No. ~~our~~2025-39438 ~~RPCs~~(190th ~~through~~Dist. ~~special~~Ct., ~~purpose~~Harris ~~vehicles~~Cty., ~~pursuant to 5-year sale/leaseback arrangements~~Tex.—Jun. ~~In each instance~~16, ~~the~~2025)—Plaintiffs ~~special~~have ~~purpose~~asserted ~~vehicle~~claims ~~will~~for ~~finance~~breach ~~the~~of ~~RPC~~contract, ~~through~~fraud, ~~third~~fraudulent ~~party investors~~misrepresentation, and wealter ~~will~~ego, ~~act~~and asseek ~~the~~damages ~~manager~~in excess of ~~such~~$5,000,000.00, ~~special purpose~~plus ~~vehicle~~attorneys fees and wecosts ~~may~~of ~~hold~~court, anand ~~approximate~~injunctive 1%relief ~~ownership~~to ~~interest.~~compel ~~Management~~the ~~believes~~purchase ~~that~~of ~~utilizing~~Plaintiff’s ~~this~~business ~~structure~~and ~~provides~~property. ~~significant benefits~~Defendants ~~to our shareholders, as these financings~~ are ~~less~~vigorously ~~dilutive~~contesting inthe ~~nature~~case.

~~Automation~~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 ~~Machine~~received, ~~Learning~~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.

~~The~~VivaVentures ~~RPC~~Remediation ~~systems~~Corp. wev. ~~build~~Viva ~~are~~Wealth ~~automated~~Fund ~~and~~I, ~~controlled by~~LLC, ~~software~~Case ~~enabling~~No. us250907053 to(Dist. ~~maximize efficiencies~~Ct., WeSalt ~~believe~~Lake ~~that~~City, ~~these~~Utah—August 27, ~~automations~~2025)—Plaintiff, ~~may~~a ~~ultimately~~Vivakor ~~allow~~subsidiary, usalleges tobreach ~~operate~~of ~~the RPCs twenty-four hours a day~~contract, ~~resulting~~breach inof ~~continuous~~the ~~feed~~covenant ~~capabilities~~of ~~that~~good ~~will~~faith ~~allow~~and usfair todealing, ~~manage~~quantum ~~our~~meruit, ~~systems~~and ~~remotely~~unjust ~~world-wide.~~enrichment ~~Each~~against ~~RPC~~Defendants, ~~unit~~seeking ~~is designed~~damages ~~with~~exceeding ~~a focus on automation to achieve our Key Performance Indicators (KPIs)~~$5.3 Wemillion, ~~have~~plus ~~deployed~~attorney’s ~~data~~fees ~~analytics~~ and ~~machine~~costs ~~learning~~of court, to ~~enable~~relating ~~operations~~ to bea ~~predictive,~~lease ~~reduce~~for ~~risk,~~RPC ~~improve~~equipment. ~~safety,~~Defendant ~~and~~has ~~reduce~~not ~~costs~~yet responded.

~~Metallic~~Tyler ~~Separation~~Nelson ~~Technology~~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.

In 2015, we obtained two metal extraction systems and a perpetual license to use the proprietary technology and machinery for extracting precious metals from sand-based ore materials for $7.6 million from Vivaventures Precious Metals, LLC (“VV Precious Metals”), pursuant to our loan outstanding to VV Precious Metals being extinguished. We also received a 75% ownership interest in the concentrated unrefined flakes of precious metals and rare earth minerals that had already been recovered from soils by VV Precious Metals through a royalty agreement. We divested our 39% interest in VV Precious Metals in July 2020. Such divestiture has had a de minimis impact on our business.

Our proprietary metallic separation technology uses a thermal vapor process to extract and process micro particles of precious metals and rare earth minerals, including gold, silver, platinum, palladium and rhodium from soils. After we complete our soil remediation services, we evaluate the post-remediated soil and, if we find that the soil contains more than 1% concentration of these metals, we process it through this technology to extract and concentrate these micro particles of precious metals and rare earth minerals into a concentrated, unrefined flake form.

If contracted to do so, our metal extraction systems allows us to provide precious metal extraction services on a service fee basis for customers. We also market and sell the precious metals we have extracted from our own contaminated soil. As we continue our efforts, we anticipate increased opportunities to monetize our precious metals end product.

~~Hydrocarbon~~Table ~~Upgrading~~of ~~Technologies~~Contents

WeSRAX, ~~have~~Inc. ~~acquired~~v. ~~and/or~~Vivakor, ~~licensed~~Inc., ~~two~~et ~~separate technologies~~al., ~~described~~Case ~~below~~No. ~~that~~2023CUB014131 ~~will~~(Sup. ~~enable~~Ct. usVentura toCty., ~~upgrade~~Cal.—Sept. ~~the~~18, ~~hydrocarbons~~2023)—Plaintiff ~~recovered~~asserts ~~from~~claims ~~our~~for ~~remediation~~breach ~~process.~~of ~~These~~contract ~~processes~~for ~~have been~~Defendant’s ~~proven~~failure into ~~laboratory~~pay ~~tests,~~Plaintiff ~~but~~for wefinancial ~~have~~technology ~~not~~services. ~~yet~~Plaintiff ~~performed~~obtained ~~this~~a ~~upgrading~~default injudgment. Defendant has filed a ~~commercial~~motion ~~setting~~to set aside the default judgment, which is pending before the court.

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We believe that each of these technologies has the ability to upgrade the heavy crude that is recovered from our recovery and remediation process based on our needs and demand, and we intend to fully integrate these technologies into our process. For example, if there is a high demand for fuels we would process the extracted crude through the nano-sponge technology to refine and upgrade the product into diesel fuel. If the demand is instead for certain types of asphaltic cement, where the heavy crude is not refined but processed, we would utilize the CHU technology.

Market Opportunity

~~Revenue~~Table of Contents

Remediation Processing Centers

We presently have two projects utilizing our first two manufactured RPCs - our project in Kuwait (which was temporarily suspended due to COVID-19) and our project in Vernal, Utah (which is currently operating).

Kuwait Project

We were engaged by a subcontractor, DIC, which is approved by KOC for the Kuwait Environmental Remediation Program (“KERP”) project.

On December 14, 2021, we, together with our subsidiary, Vivaventures Energy Group, Inc., entered into a Services Agreement (the “Services Agreement”) with Al Dali International Co., a company organized under the laws of Kuwait (“DIC”). The Government of Kuwait and the United Nations, acting through the Kuwait Oil Company (“KOC”) has awarded to Enshaat Al Sayer rights to remediate contaminated soil under the Kuwait Remediation Program pursuant to the South Kuwait Excavation, Transportation and Remediation Project (“KOC Remediation Contract”). To fulfill its role, Enshaat Al Sayer has engaged the Company, through the Company’s agreement with DIC, to perform contaminated soil treatment for the KOC Remediation Contract using the Company’s patented technology for extracting hydrocarbons, through the Company’s Remediation Processing Center (“RPC”) plants. The Services Agreement is subject to DIC and Enshaat Al Sayer entering into a subcontractor agreement and the Company has received a notice letter from such parties, which confirms that such subcontractor agreement has been entered into and is in full force and effect. Such subcontractor agreement is subject to termination upon terms substantially similar to those set forth in the Services Agreement, specifically, providing for a 42-month term with termination upon (i) written consent of both parties; (ii) bankruptcy, dissolution or similar event; (iii) for material breach that is not cured within 60 days’ notice thereof (other than non-payment, which is not subject to a cure period); and (iv) non-approval of total optimized study including the bench scale study and pilot plant commissioning results by KOC.

Pursuant to the Services Agreement, the Company and DIC will work together in performing remediation treatment services as subcontractors to Enshaat Al Sayer for the KOC Remediation Contract. Under the Agreement, the Company will supply one pilot RPC plant already located in Kuwait, one 40-ton per hour RPC plant, and one technical expert to oversee the hydrocarbons contaminated soil treatment service operations pertaining to this contract.

The Company will receive $50,000 for the successful remediation of the first 100 tons ($500 per ton) under its subcontractor services for the KOC Remediation Contract. In addition, the Company will receive $20 per treated ton of soil after the initial 100 tons. The treatment process using the RPC plants is anticipated to generate a bitumen sub-product. The Company and DIC have agreed to sell this sub-product and share the net profits equally (50% to the Company and 50% to DIC), after allocating 30% of the net profits to DIC in the form of a sales and marketing payment, which will be invoiced on a monthly basis, in accordance with the Agreement. Pursuant to the Agreement, we will have a stockpile of at least 444,311 tons with at least 5% oil contamination for us to remediate.

Pursuant to the Agreement, we will provide our pilot RPC plant (already in Kuwait) within two to four months after retrofitting, and within one year of certain contract milestones, including the successful testing of the first 100 tons, we will provide a RPC plant capable of processing 40 tons of soil per hour. We will bear the cost of the related manufacturing, deployment, break-down and spare parts of the RPCs. The RPC plant remediation services must reduce TPH contamination to less than 1%. DIC will provide all other costs for bonds, infrastructure, and operations of the plant.

Other International Projects

In addition to managing the projects in Kuwait, the UN is overseeing the funds allocated to the remediation and clean-up of the Ogoni Lands in Africa, which is estimated to contain millions of tons of both contaminated soil and water and has allocated significant funding for its cleanup. Taking into consideration this particular environmental disaster, plus other global oil contamination projects involving oversight by the UN, together with our successful testing on the UN-managed SEED Project in Kuwait and our recent agreement with DIC, we believe we will be a contender for significant additional contracts.

Vernal, Utah Project

The State of Utah has, according to the U.S. Geological Survey, approximately 14 billion barrels of measured oil in place with an additional estimated 23 to 28 billion barrels of oil contained in contaminated oil sands that are deposited near the ground surface. We believe that the crude from these oil sands can be turned into asphaltic cement for making roads, or upgraded for polymers or fuel. Vernal is the county seat, and largest city in Uintah County, located in northeastern Utah, approximately 175 miles east of Salt Lake City, and 20 miles west of the Colorado border. In June 2021, we entered into an agreement with the owner of such parcel of land that permitted us to continue to operate on the land on a month-to-month basis. In March 2022, we entered into a land lease with the land owner for a five year term, with an optional 5 year extension, allowing us to process up to 2,000 tons per day of oil sand material, with a guarantee by the land owner to deliver material with a minimum of 10% hydrocarbon by weight, which would produce up to 200 tons of asphalt cement product per day when processed through four of our patented RPCs.

The Vernal property contains approximately 100 million cubic yards of oil sand material available for processing. The property is located on approximately 600 acres. We believe that we could ultimately recover as much as 40 million barrels of oil from this property as a whole if we are able to economically scale our operations and obtain further land leases from the land owner. We believe, based on the number of estimated barrels of oil contained in oil sands deposits located on SITLA property, that if the State of Utah would allow us to process the oil sand material on these properties over the next thirty years that we would need as many as 100 RPCs to process the oil sands deposits owned by the State of Utah.

Material extracted from our Vernal, Utah project can be sold for energy or converted into asphaltic cement, which we believe is less affected by daily changes in oil prices. With our one RPC unit, assuming full utilization, we anticipate producing approximately 50 tons of asphaltic cement per day. We anticipate that we will be able to sell our asphaltic cement for, referencing present pricing, approximately $450 per ton.

Crude Oil Gathering, Storage and Transportation

On August 1, 2022, we acquired 100% of the outstanding ownership interests of Silver Fuels Delhi, LLC, a Louisiana limited liability company (“SFD”) and White Claw Colorado City, LLC, a Texas limited liability company (“WCCC”), which are now wholly-owned subsidiaries of ours, and are generating revenue.

SFD owns and operates a crude oil gathering, storage, and transportation facility located on approximately 9.3 acres near Delhi, Louisiana. Under existing agreements, a subsidiary of a large NYSE traded energy company (the “Purchaser”) is obligated to purchase blended crude oil from SFD in amounts up to 60,000 barrels per month. With prior approval, SFD is eligible to sell to the Purchaser amounts greater than 60,000 barrels of crude oil per month. Additionally, for a period of 10 years, SFD is, under existing crude oil supply agreements with WC Crude, guaranteed a minimum gross margin of $5.00 per barrel on all quantities of blended crude oil sold thereunder. At present, SFD is blending and selling approximately 1,400 to 1,700 barrels of blended crude oil on a daily basis. Additionally, the acquisition of SFD provides us with the infrastructure needed to place a Remediation Processing Machine (“RPC”) to clean soil which has been contaminated by hydrocarbons as well as tank bottom sludge. Management believes SFD’s location in the heart of the Smackover formation would provide the Company with access to significant amounts of tank bottom sludge and contaminated soil.

WCCC owns a 120,000 barrel crude oil storage tank, in the heart of the Permian Basin, located near Colorado City, Texas. The storage tank is presently connected to the Lotus pipeline system and the Company intends to further connect the tank to major pipeline systems. Under the terms of an existing agreement, WC Crude has agreed to lease the oil storage tank for a period of 10 years. As with SFD, WCCC would provide the Company with the infrastructure to blend and sell oil which has been recovered via a RPC machine from tank bottom sludge and contaminated soil which exists in the Permian Basin.

Competitive Strengths and Growth Strategy

Competitive Strengths

We believe the following strengths provide us with a distinct competitive advantage and will enable us to effectively compete on a global basis:

· Proprietary patented technology; · Environmental advantages; · Strong relationships with customers and regulatory agencies; and · Experienced and highly-skilled management, Board of Directors and Advisory Board.

Proprietary Patented Technology

In total, we, together with our subsidiaries, have intellectual property that is in the form of both proprietary knowledge and patents. Our patent portfolio consists of four issued U.S. patents, one pending international patent application filed through the Paris Cooperation Treaty (PCT), and one pending patent application in Kuwait. In addition, we have licensed from our partners the right to use additional patented technologies.

We presently have two US patent and pending foreign applications related to our RPCs and two issued US patents related to our other remediation technologies.

We believe, based on direct and ongoing conversations with our customers and third-party independent test results, that our technology is the only commercially available technology that can not only clean soil that contains greater than 7% hydrocarbon, but also preserves the hydrocarbons extracted from such soil for future use. We believe that this provides us with a true competitive advantage.

Our main technology has been tested and validated for all of its claims by separate, independent expert firms both in the United States and the Middle East, whose reports confirm that we have reclamation technology, which has been tested and reviewed, that possesses the ability to clean soil with more than 7% hydrocarbon contamination and still leave the recovered hydrocarbons in a usable state.

Environmental Advantages

Among our key corporate objectives is to be at the forefront of social responsibility for its technological impact. We strive for all of our systems to ultimately become closed loop systems, to minimize adverse impacts on air quality and reduce the need for use of clean water. Our ability to turn waste into value is in line with this core objective. Our remediation projects in Kuwait are expected to reduce emissions from vaporization of the oil spilled in the soil. The ability to clean produced water from oil production can eliminate the need for evaporation ponds, improving air quality and saving on the use of clean water.

We believe our technology and service offerings will position us well to conduct our business in any geographical region in which soil or water has been contaminated by hydrocarbons.

Strong Relationships with Customers and Regulatory Agencies

Experienced and Highly Skilled Management, Board of Directors and Advisory Board

Our Board of Directors is comprised of accomplished professionals who bring decades of experience to the Company. Our Board of Directors includes a director who has served as a member of the Executive Committee of one of the largest global accounting firms and has served on the Board of Directors of two multi-billion dollar publicly traded companies, a former director of technology investment banking at Goldman Sachs, a successful investor and entrepreneur who has founded and provided initial financing for numerous life science companies, several of which have grown to multi-billion dollar publicly traded companies, and the mayor of a city in Utah.

Growth Strategies

Remediation Processing Centers

We will strive to grow our RPC business by pursuing the following strategies:

· Expansion of our oil recovery projects in Utah; · Expansion of our remediation projects in Kuwait; · Expansion into new and complementary markets; · Increase of revenue via new service and product offerings; · Strategic acquisitions and licenses targeting complementary technologies; and · Redeployment of the metallic separation technologies.

Expansion of our Oil Recovery Projects in Utah

The State of Utah has, according to the U.S. Geological Survey, approximately 14 billion barrels of measured oil in place with an additional estimated 23 to 28 billion barrels of oil contained in contaminated oil sands that are deposited near the ground surface. The majority of these oil sands deposits are located on land owned by SITLA. While our current project in Vernal, Utah is not located on SITLA land and we do not yet have a definitive agreement, SITLA has expressed an interest in providing us leased access to these lands in exchange for a royalty to be paid by us in an amount equal to 8% of all revenue generated from any hydrocarbon-based products produced by us from hydrocarbons extracted from these lands. All royalty payments to SITLA would result in direct funding to the State’s school system. We will seek to acquire additional properties and mineral rights in the vicinity of Vernal, Utah from individual land owners and the State of Utah.

Expansion of our Remediation Projects in Kuwait

Our RPC technology was successfully used in our initial project for KOC in Kuwait, where we removed hydrocarbons from soil with more than 7% contamination and, following the process, the hydrocarbon contamination level of the soil was reduced to less than 0.5%, which was lower than the level needed to meet the project specifications. There is still approximately 26 million cubic meters of soil contaminated by oil from the Iraqi invasion of Kuwait. Pursuant to our recent agreement with DIC, we will receive $50,000 for the successful remediation of the first 100 tons ($500 per ton) under its subcontractor services for the KOC Remediation Contract. In addition, we will receive $20 per treated ton of soil after the initial 100 tons. The treatment process using the RPC plants is anticipated to generate a bitumen sub-product. We have agreed with DIC to sell this sub-product and share the net profits equally (50% to us and 50% to DIC), after allocating 30% of the net profits to DIC in the form of a sales and marketing payment, which will be invoiced on a monthly basis, in accordance with the Agreement. Pursuant to the Agreement, we will have a stockpile of at least 444,311 tons with at least 5% oil contamination for us to remediate. Other technologies may also be used for the less contaminated soils.

Expansion into New and Complementary Markets

We intend to explore expansion opportunities on a global basis, including in places with extreme contamination such as the Ogoni Lands region of Nigeria, oil spill lakes located in Saudi Arabia and Turkmenistan, and naturally occurring oil sands deposits in Kazakhstan, where we believe our technology and service offerings may provide a distinct competitive advantage. We are currently in discussions with several groups for deploying our RPCs for remediation projects (primarily for oil spills, tank bottom sludge and drill cuttings) in Saudi Arabia, Qatar and Texas. Saudi Arabia has the objective to create a circular carbon economy that will ultimately have zero wasted hydrocarbons. Our technology is able to process tank bottom sludge, drill cuttings, and soils form hydrocarbon spills, returning the sand to less than 0.5% contamination while reclaiming the oil for waste energy use.

Increase of Revenue via New Service and Product Offerings

To date, we have focused on the remediation of soil contaminated by oil. We intend to target other hydrocarbon remediation businesses that focus on, among other things, the cleaning of tank bottom sludge, and the cleaning of the water used from drilling oil wells. Oil producers generally pay to dispose of sludge at the bottom of storage tanks and contaminated water produced from the drilling of oil wells. We believe that our technologies could be used to clean the contaminated water produced from drilling, while simultaneously recovering the heavy crude. We believe we will be able to offer these services at a cost that is very competitive with current methods and that our ability to recover the heavy crude for resale will give us a competitive advantage. We are currently in early stage discussions relating to some of these remediation projects.

Strategic Acquisitions and Licenses Targeting Complementary Technologies

We intend to seek out opportunities to acquire or license only specific technologies that are either complementary to our existing product offerings or that will allow us to expand into the environmental infrastructure markets. We recently entered into a worldwide, exclusive license agreement with TBT Group, Inc. to license piezo electric and energy harvesting technologies for creating self-powered sensors for making smart roadways, which we believe could be embedded directly into the asphaltic cement we intend to produce from the hydrocarbons we extract, providing the basis for smart roads and infrastructure. We believe that these sensors, which are self-powered, could be used to provide information about traffic, road conditions and repair needs as well as allowing the roads to communicate directly with autonomous vehicles enabling these vehicles to sense the road in all weather conditions. By complementing the asphaltic cement we expect to produce with integrated sensors for automated vehicles, we believe that we will be able to offer a smart road.

Redeployment of the Metallic Separation Technology

Our licensed metallic separation technology has successfully recovered precious metals including, but not limited to, gold, palladium, platinum, rodium and silver. We intend to redeploy our metallic separation technology machines to standalone locations to process mine tailings and other soils.

Crude Oil Gathering, Storage and Transportation

WCCC owns a 120,000 barrel crude oil storage tank, in the heart of the Permian Basin, located near Colorado City, Texas. The Company intends to further connect the tank to major pipeline systems. In doing so, WCCC would provide the Company with the infrastructure to blend and sell oil which has been recovered via a RPC from tank bottom sludge and contaminated soil which exists in the Permian Basin.

SFD owns and operates a crude oil gathering, storage, and transportation facility, which is presently blending and selling approximately 1,400 to 1,700 barrels of blended crude oil on a daily basis. We plan to increase operations at the facility to ramp up to the facility daily maximum of blending and selling approximately 4,000 barrels of blended crude oil on a daily basis in the near future. Additionally, this facility may also provide us with the infrastructure needed to place a RPC to clean soil which has been contaminated by hydrocarbons as well as tank bottom sludge from the area.

Other Holdings

Historically, as part of our strategy to find and invest in technologies that might develop synergies with our existing businesses, we have invested in other companies and/or entities. Not all of our investments to date have developed into complementary technologies and/or businesses, but with our management’s assistance, many of them have still become successful and accretive to our Company’s value. Over time, we intend to divest our ownership of companies that are not synergistic with our business.

Scepter Holdings

In 2019, we received 800,000 shares of preferred stock in Scepter Holdings, Inc. (OTCMarkets: BRZL), a company that manages the sales and development of consumer-packaged goods, to release Scepter from a secured loan financing that encumbered its assets. In 2019 we entered into a Convertible Master Revolving Note with Scepter and over the course of approximately two years lent them $71,000, which accrued 7% interest per annum. In August 2021 we exercised our conversion rights in the note and converted the principal balance and all accrued interest in to 26,376,882 shares of common stock of Scepter, which represents holdings of 826,376,882 shares of Scepter (approximately 19% of Scepter’s outstanding stock) and a market value of approximately $3,553,241 as of April 5, 2022.

Odyssey Group International

In 2014, we acquired a minority interest in Odyssey Group International, Inc. (“Odyssey”) (OTCQB: ODYY), a trans-disciplinary product development enterprise involved in the discovery, development and commercialization of a broad range of products applied to targeted segments of the health care industry. We also have provided a $750,000 secured loan to Odyssey, which they used to acquire a license to use and develop a new technology called CardioMap®, which is an advanced technology for early non-invasive testing for heart disease. During June 2020, we converted the outstanding secured loan into 809,578 shares of Odyssey common stock. We owned 3,309,578 shares of Odyssey common stock through December 2021 at which time we sold such 3,309,578 shares of Odyssey in a private transaction for a purchase price of $860,491, reflecting the market price as of such time. Such purchase price was paid in the form of $10,000 cash delivered at signing and a note issued in favor of Vivakor in the amount of $850,491 accruing interest at 3% per annum, with payments due quarterly over a five-year term.

Future Products; Research and Acquisition

We intend to identify, develop or acquire, and bring to market products primarily in the Clean Tech sector with a primary focus on the petroleum, mining and minerals, and alternative energy industries, as well opportunities that may arise in the natural and formulary products industry. Our general approach is to select products or processes that are at or near commercial viability, or that we believe can be substantially developed for commercialization. We then negotiate agreements to either acquire or to provide secured loan financing to these companies to complete their development, testing and product launches in exchange for control of, or a significant ownership interest in, the products or companies.

History

The Company was originally organized on November 1, 2006 as a limited liability company in the State of Nevada as Genecular Holdings, LLC. The Company’s name was changed to NGI Holdings, LLC on November 3, 2006. On April 30, 2008, the Company was converted to a Nevada corporation and changed its name to Vivakor, Inc. pursuant to Articles of Conversion filed with the Nevada Secretary of State.

We have the following direct and indirect wholly-owned active subsidiaries: VivaVentures Management Company, Inc., a Nevada corporation, VivaSphere, Inc., a Nevada corporation, VivaVentures Oil Sands, Inc., a Utah corporation, RPC Design and Manufacturing LLC (“RDM”), a Utah limited liability company, Silver Fuels Delhi, LLC, a Louisiana limited liability company, and White Claw Colorado City, LLC, a Texas limited liability company. We have a 99.95% ownership interest in VivaVentures Energy Group, Inc., a Nevada Corporation; the 0.05% minority interest in VivaVentures Energy Group, Inc. is held by a private investor unaffiliated with the Company. We also have an approximate 49% ownership interest in Vivakor Middle-East Limited Liability Company, a Qatar limited liability company.

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 exploitation 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 on our mining claims, 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.

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. However, federal, state, local and foreign laws and regulations regarding the manufacture and sale of medical devices are subject to future changes. There can be no assurance that such changes would not have a material adverse effect on our company.

Intellectual Property

We own four issued US patents and two pending international PCT patent application covering our propriety technology, specifically:

· US Patent 7,282,167 for methods for producing nano-scale particles by vaporizing raw material and then cooling the vaporized raw material using a cooling gas, granted October 16, 2007 and expiring July 23, 2025; · US Patent 9,272,920 for methods for producing ammonia by mixing a first catalyst including a millimeter-sized, granular, ferrous material and a promoter and a second catalyst including discrete nano-sized ferrous catalyst particles that comprise a metallic core with an oxide shell and then reacting hydrogen and nitrogen in the presence of the mixture, granted March 1, 2016 and expiring November 7, 2028; and · US Patent 10,913,903 for SYSTEM AND METHOD FOR USING A FLASH EVAPORATOR TO SEPARATE BITUMEN AND HYDROCARBON CONDENSATE granted February 9, 2021 and expiring August 28, 2039; · US Patent 7,282,167 for US Patent 10,947,456 for SYSTEMS FOR THE EXTRACTION OF BITUMEN FROM OIL SAND MATERIAL granted on March 16, 2021 to expire on December 3, 2038; · Pending US Patent Series Nos. 16/177,210 and 16/554,158, International PCT Application No. PCT Application No. PCT/US2019/048587, and pending Kuwait application KW/P/2020/000111 relating to systems and processes for extracting bitumen from oil sands material which employ a centrifuge and a flash evaporator.

Employees

As of the date of this prospectus , we have 30 full-time or contracted employees, consisting of our CEO, CFO, and additional administrative and direct operations personnel. None of these employees are represented by a labor union or subject to a collective bargaining agreement. We have never experienced a work stoppage and our management believes that our relations with employees are satisfactory.

Properties

We own approximately 9 acres of land near Delhi, Louisiana where we operate a crude oil gathering, storage, and transportation facility. We also own approximately 7 acres of land near Colorado City, Texas, where our 120,000 barrel crude oil storage tank is located.

We currently lease executive office space in Lehi, Utah, Las Vegas, Nevada, Houston, Texas, and Irvine, California. The Company also leases warehouses in Las Vegas, Nevada and Houston, Texas, and have paid to be on a land site in Vernal, UT. We believe these facilities are in good condition but that we may need to expand our leased space and warehouses as business increases.

Legal Proceedings

From time to time, we may become involved in various legal actions that arise in the normal course of business. We are not currently involved in any material disputes and do not have any material litigation matters pending.

MANAGEMENT

The following table sets forth information about our directors, executive officers and significant employees.

Name	Age	Position(s)
Matthew Nicosia	48	Chief Executive Officer (Principal Executive Officer) and Director
Tyler Nelson	42	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
Dr. Daniel Hashim	38	Chief Scientific Officer
Al Ferrara	70	Director
Matthew Balk	61	Director
Trent Staggs	48	Director

Executive Officers

Matthew Nicosia joined Vivakor as Chief Executive Officer and Chairman of the Board in 2011. Prior to joining the Company, Mr. Nicosia co-founded Dermacia Inc. in 1999, a dermatology product development Company. From December 2012 through December 2015, concurrent with his time serving as Chairman and Chief Executive Officer of Vivakor, Mr. Nicosia served as the interim Chief Executive Officer of Vivaceuticals, d/b/a Regeneca Worldwide. In February 2019, Mr. Nicosia joined Ridepair Inc., a software development company focused on the transportation market, as Chairman of the Board. Mr. Nicosia joined the Board of Directors of NarcX Solutions Inc., a developer of onsite drug destruction technologies in June 2019. During 2018, Mr. Nicosia co-founded and has since served as co-Chairman of the Board of Prosperity Utah, a non-profit economic think tank focused on the State of Utah. From April 2018 until March 2021, Mr. Nicosia has served on the Board of Directors of CannapharmaRx Inc., a public company which trades on the OTC Markets. Mr. Nicosia received his Bachelor of Arts degree from Brigham Young University and a MBA from Pepperdine University. Mr. Nicosia is qualified to serve on our Board of Directors based on his in depth knowledge of the Company as Chief Executive Officer and because of his extensive experience with thermal vaporization technologies, business development in the Middle East and U.S. capital markets experience.

On November 16, 2015, the Consumer Protection Branch of the Department of Justice of the United States of America initiated an action, on behalf of the Food and Drug Administration, against Vivaceuticals, d/b/a Regeneca Worldwide, and Mr. Nicosia alleging various violations of the Federal Food, Drug, and Cosmetic Act in relation to the manufacturing, labeling and distribution of adulterated dietary supplements. The complaint sought a permanent injunction against Regeneca Worldwide for unlawfully distributing unapproved new drugs, and adulterated and misbranded dietary supplements. A consent decree of permanent injunction was filed on February 8, 2017. The consent decree prohibits Regeneca from marketing unapproved new drugs, and adulterated and misbranded dietary supplements. The consent decree also provides that before Regeneca can resume operations, it must, among other things, hire good manufacturing practice and labeling experts, implement procedures to comply with good manufacturing practice and labeling requirements and receive written permission from the FDA to resume operations, and Mr. Nicosia is required to notify the FDA and accept their inspections if he works in the pharmaceutical industry. Regeneca was also required to destroy all remaining products. Vivaceuticals sold its assets to Scepter Holdings, Inc. in 2018 and is no longer in operation.

Tyler Nelson joined Vivakor on a part-time basis as Chief Financial Officer in 2014 and has served as full-time Chief Financial Officer since September 2020. Mr. Nelson is a CPA who worked from 2006 to 2011 in Audit and Enterprise Risk Services at Deloitte LLP (USA) and later at Withum+Brown, PC. He worked with clients with assets of more than $100 billion and annual revenues of more than $15 billion, which are considered some of the most respected financial institutions in the world. In 2011, Mr. Nelson began working for LBL Professional Consulting, Inc. where he provided merger and acquisition, initial public offering, and interim chief financial officer services to clients. Mr. Nelson continues to sit on the Board of Directors and remains an officer of LBL Professional Consulting, Inc. Mr. Nelson earned a Master’s Degree in Accountancy from the University of Illinois- Urbana-Champaign, and a Bachelor’s Degree in Economics with a minor in Business Management from Brigham Young University.

Dr. Daniel Hashim joined Vivakor as Chief Scientific Officer in 2017. Dr. Hashim has extensive experience in the areas of nanoscience research, advanced materials synthesis, characterization, application, innovation and technological entrepreneurship. In addition to leading scientific efforts for Vivakor and its related companies, Dr. Hashim has served as the Founder, Chairman and CEO of CSS Nanotech, Inc. (“CSS”) since 2014. CSS is a nanomaterials research and development company that designs and commercializes useful structural nanomaterials that exhibit “safe-to-handle” nanofunctionality on a macro-scale, to include carbon filtration media, water purification, oil spill remediation, structural composite materials, electrode materials, petrochemical refining and thermal management systems. Mr. Hashim holds a Bachelor’s Degree in Materials Science Engineering from Rensselaer Polytechnic Institute, with a PhD from Rice University in the field of Materials Science and NanoEngineering.

Directors

Matthew Nicosia-See “Executive Officers”

Al Ferrara joined Vivakor as a director on September 21, 2020. Mr. Ferrara retired as the National Director of Retail & Consumer Products at BDO USA, LLP in 2016. Mr. Ferrara is a CPA, who worked at BDO USA, LLP in a variety of positions beginning in 1991, and was a member of its board of directors from 2003 to 2010. Mr. Ferrara served as the Northeast Regional Managing Partner at BDO USA, LLP from 2000 to 2003. Mr. Ferrara was also a director representative at Trenwith Capital, Inc. (now BDO Capital Advisors, LLC) from 2000 to 2015 and a member of the retail advisory board at Hilco Retail Consulting from 2013 to 2015. Mr. Ferrara was previously on the Board of Directors for Barnes & Noble, Inc., from August 2016 until the company was sold in August 2019, where he served on its audit committee and compensation committee, and in July 2019, he joined the Board of Directors of Steven Madden, Ltd., where he serves as Chairman of its audit committee and a member of its governance committee. Mr. Ferrara is qualified to serve on our Board of Directors because of his extensive experience in auditing public companies and serving as a director of large public companies.

Matthew Balk joined Vivakor as a director on September 21, 2020. Mr. Balk previously spent more than 25 years as an investment banker specializing in technology and biotechnology where he raised billions of dollars for both public and private companies and dozens of mergers and acquisitions. In 2011, he left investment banking to start his family office. He has since co-founded several companies including AzurX (Nasdaq: AZRX) and VerifyH20 and invested in a number of other technology companies. Mr. Balk also works as a consultant to a small number of companies in the areas of Biotech and technology in general. Mr. Balk received his MBA from New York University Stern School of Business. Mr. Balk is qualified to serve on our Board of Directors because of his extensive experience acting as an investment banker supporting large public companies.

Trent Staggs joined Vivakor as a director on September 21, 2020. Mr. Staggs brings a 20-year track record of developing and executing on business strategy, teams and relationships. Prior to advising the Vivakor team, he was on the corporate leadership team of Unicity International, Inc., a global direct sales company that operates in over 35 markets, providing strategic direction and leadership of global integrated systems, software and IT infrastructure. Mr. Staggs has also been directly responsible for financial transactions in excess of 2 billion dollars as a VP at Morgan Stanley and also running his own nationwide financial company. Mr. Staggs served as a consultant for RDM from January 2019 through March 2020, advising with respect to obtaining required permitting from State agencies and other regulatory matters. Mr. Staggs received his Bachelor of Arts degree from the University of Utah and received an MBA from the Marriott School of Management at Brigham Young University. Mr. Staggs is also the Mayor of Riverton, Utah and serves on many boards, providing needed political guidance and consultation to Vivakor and its related companies. Mr. Staggs is qualified to serve on our Board of Directors because of his extensive experience in capital markets and his understanding of Utah regulatory requirements.

Family Relationships

There are no family relationships between any of our directors and executive officers.

Corporate Governance Overview

Board Composition and Director Independence

Our Board of Directors consists of four members. The directors are elected at each annual meeting to hold office until the next annual meeting and until their successors are duly elected and qualified. The Company defines “independent” as that term is defined in the Nasdaq rules.

In making the determination of whether a member of the board is independent, our board considers, in addition to Nasdaq rules, among other things, and transactions and relationships between each director and his immediate family and the Company, including those reported under the caption “Related Party Transactions.” The purpose of this review is to determine whether any such relationships or transactions are material and, therefore, inconsistent with a determination that the directors are independent. On the basis of such review and its understanding of such relationships and transactions, our Board of Directors affirmatively determined that Al Ferrara, Matthew Balk and Trent Staggs are qualified as independent and do not have any material relationships with us that might interfere with his exercise of independent judgment.

Board Committees

Our Board of Directors has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Each committee has its own charter, which is available on our website at www.vivakor.com. Each of the board committees has the composition and responsibilities described below.

Members will serve on these committees until their resignation or until otherwise determined by our Board of Directors.

Audit Committee

Our Audit Committee is currently comprised of Al Ferrara, Matthew Balk and Trent Staggs, each of whom qualify as an independent director under applicable Nasdaq and SEC rules, and “financially literate” under applicable Nasdaq rules. Our board has determined that Al Ferrara, Matthew Balk and Trent Staggs each qualify as an “audit committee financial expert”, as such term is defined in Item 407(d)(5) of Regulation S-K. Al Ferrara serves as chairman of the Audit Committee.

The Audit Committee oversees our accounting and financial reporting processes and oversee the audit of our consolidated financial statements and the effectiveness of our internal control over financial reporting. The responsibilities of this committee include, but are not limited to:

· selecting and recommending to our Board of Directors the appointment of an independent registered public accounting firm and overseeing the engagement of such firm; · approving the fees to be paid to the independent registered public accounting firm; · helping to ensure the independence of the independent registered public accounting firm; · overseeing the integrity of our financial statements; · preparing an audit committee report as required by the SEC to be included in our annual proxy statement; · resolving any disagreements between management and the auditors regarding financial reporting; · reviewing with management and the independent auditors any correspondence with regulators and any published reports that raise material issues regarding the Company’s accounting policies; · reviewing and approving all related-party transactions; and · overseeing compliance with legal and regulatory requirements.

The Audit Committee is authorized to retain independent legal and other advisors and conduct or authorize investigations into any matter within the scope of its duties.

Compensation Committee

Our Compensation Committee is currently comprised of Trent Staggs, Al Ferrara and Matthew Balk, each of whom qualify as an independent director under applicable Nasdaq rules. Trent Staggs serves as chairman of the Compensation Committee.

Our Compensation Committee assists the board of directors in the discharge of its responsibilities relating to the compensation of the board of directors and our executive officers.

The responsibilities of this committee include, but are not limited to:

· reviewing and approving on an annual basis the corporate goals and objectives with respect to compensation for our Chief Executive Officer; · reviewing, approving and recommending to our board of directors on an annual basis the evaluation process and compensation structure for our other executive officers; · determining the need for and the appropriateness of employment agreements and change in control agreements for each of our executive officers and any other officers recommended by the Chief Executive Officer or Board of Directors; · providing oversight of management’s decisions concerning the performance and compensation of other company officers, employees, consultants and advisors; · reviewing our incentive compensation and other equity-based plans and recommending changes in such plans to our Board of Directors as needed, and exercising all the authority of our Board of Directors with respect to the administration of such plans; · reviewing and recommending to our Board of Directors the compensation of independent directors, including incentive and equity-based compensation; and · selecting, retaining and terminating such compensation consultants, outside counsel or other advisors as it deems necessary or appropriate.

The Compensation Committee may delegate any of its responsibilities to subcommittees as it deems appropriate. The Compensation Committee is authorized to retain independent legal and other advisors, and conduct or authorize investigations into any matter within the scope of its duties.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee is currently comprised of Trent Staggs, Matthew Balk and Al Ferrara, each of whom qualify as an independent director under applicable Nasdaq rules. Trent Staggs serves as chairman of the Nominating and Corporate Governance Committee.

The purpose of the Nominating and Corporate Governance Committee is to recommend to the Board of Directors nominees for election as directors and persons to be elected to fill any vacancies on the Board of Directors, develop and recommend a set of corporate governance principles and oversee the performance of the Board of Directors.

The responsibilities of this committee include, but are not limited to:

· recommending to the Board of Directors nominees for election as directors at any meeting of stockholders and nominees to fill vacancies on the board; · considering candidates proposed by stockholders in accordance with the requirements in the Committee charter; · overseeing the administration of the Company’s code of business conduct and ethics; · reviewing with the entire Board of Directors, on an annual basis, the requisite skills and criteria for board candidates and the composition of the board as a whole; · the authority to retain search firms to assist in identifying board candidates, approve the terms of the search firm’s engagement, and cause the Company to pay the engaged search firm’s engagement fee; · recommending to the Board of Directors on an annual basis the directors to be appointed to each committee of the Board of Directors; · overseeing an annual self-evaluation of the Board of Directors and its committees to determine whether it and its committees are functioning effectively; and · developing and recommending to the board a set of corporate governance guidelines applicable to the Company.

The Nominating and Corporate Governance Committee may delegate any of its responsibilities to subcommittees as it deems appropriate. The Nominating and Corporate Governance Committee is authorized to retain independent legal and other advisors and conduct or authorize investigations into any matter within the scope of its duties.

Board Leadership Structure

Currently, Mr. Nicosia is our principal executive officer and chairman of the board.

Risk Oversight

Our Board will oversee a company-wide approach to risk management. Our Board will determine the appropriate risk level for us generally, assess the specific risks faced by us and review the steps taken by management to manage those risks. While our Board will have ultimate oversight responsibility for the risk management process, its committees will oversee risk in certain specified areas.

Specifically, our compensation committee will be responsible for overseeing the management of risks relating to our executive compensation plans and arrangements, and the incentives created by the compensation awards it administers. Our audit committee will oversee management of enterprise risks and financial risks, as well as potential conflicts of interests. Our board of directors will be responsible for overseeing the management of risks associated with the independence of our Board.

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics applicable to our principal executive, financial and accounting officers and all persons performing similar functions. A copy of that code is available on our corporate website at www.vivakor.com. We expect that any amendments to such code, or any waivers of its requirements, will be disclosed on our website.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table summarizes information concerning the compensation awarded to, earned by, or paid to, our principal executive officer. No other executive officer received compensation greater than $100,000 in the last two completed fiscal years.

Name and Principal Position	Year	Salary		Total
Matthew Nicosia,	2021	$	50,000	$	50,000
Chief Executive Officer and Chairman	2020	$	50,000	$	50,000
Tyler Nelson	2021	$	49,920	$	49,920
Chief Financial Officer	2020	$	11,520	$	11,520

Employment Agreements

On June 9, 2022 (the “Effective Date”), Vivakor, Inc. (the “Company”), pursuant to the approval of its Board of Directors (the “Board”), on the recommendation of the Compensation Committee of the Board, entered into that certain executive employment agreement with each of Matthew Nicosia, Chief Executive Officer, and Tyler Nelson, Chief Financial Officer (respectively, the “Nicosia Agreement” and the “Nelson Agreement”, and collectively, the “Agreements”).

The Nicosia Agreement provides an annual base salary of $375,000 (the “Nicosia Base Salary”), payable in equal installments and paid every two weeks. The Nicosia Base Salary will increase by $100,000 upon the Company earning a total of at least $2,000,000 in Earnings before Interest, Taxes, Depreciation and Amortization (“EBITDA”) minus (i) any unrealized gain (add back any unrealized loss) from marketable securities, (ii) stock based compensation expense, and (iii) stock options issued for services (“Adjusted EBITDA”) during any calendar year, and the Nicosia Base Salary will continue to increase in $100,000 increments for each additional $1,000,000 increase in EBITDA over $2,000,000 during the Term of this Agreement up to $675,000 at which time the Nicosia Base Salary will continue to increase in $20,000 increments for each additional $1,000,000 increase in Adjusted EBITDA over $4,000,000. As an inducement to continue services going forward, Mr. Nicosia shall receive a cash signing bonus of $125,000, which shall be paid in a lump sum amount within sixty (60) days after the Effective Date. Pursuant to the Nicosia Agreement, Mr. Nicosia may resign at any time with or without Good Reason, as defined in the Nicosia Agreement. The Company may terminate the Nicosia Agreement for cause (as defined therein) or with 30 days’ prior written notice.

The Nelson Agreement provides an annual base salary of $350,000 (the “Nelson Base Salary”), payable in equal installments and paid every two weeks. The Nelson Base Salary will increase by $100,000 upon the Company earning a total of at least $2,000,000 in Adjusted EBITDA during any calendar year, and the Nelson Base Salary will continue to increase in $100,000 increments for each additional $1,000,000 increase in EBITDA over $2,000,000 during the Term of this Agreement up to $650,000 at which time the Nelson Base Salary will continue to increase in $13,500 increments for each additional $1,000,000 increase in Adjusted EBITDA over $4,000,000. As an inducement to continue services going forward, Mr. Nelson shall receive a cash signing bonus of $100,000, which shall be paid in a lump sum amount within sixty (60) days after the Effective Date. Pursuant to the Nelson Agreement, Mr. Nelson may resign at any time with or without Good Reason, as defined in the Nelson Agreement. The Company may terminate the Nelson Agreement for cause (as defined therein) or with 30 days’ prior written notice.

This prospectus contains only a brief description of the material terms of and does not purport to be a complete description of the rights and obligations of the parties to the Nicosia Agreement and the Nelson Agreement, and such descriptions are qualified in their entirety by reference to the full text of the Nicosia Agreement and the Nelson Agreement, copies of which are filed herewith as Exhibit 10.4 and 10.5.

Stock Incentive Plan

Equity Incentive Plan

Our Board of directors approved a new equity incentive plan in February 2022, which authorizes the issuance of up to 2,000,000 shares of common stock through the grant of stock options (including incentive stock options qualifying under section 422 of the Code and nonstatutory stock options), restricted stock awards, stock appreciation rights, restricted stock units, performance awards, other stock-based awards or any combination of the foregoing.

Outstanding Equity Awards at December 31, 2021

As of December 31, 2021 there were granted to Matthew Nicosia non-qualified options to purchase up to 166,667 shares of the Company’s common stock at an exercise price equal to 110% of the fair market value of the Company’s Common Stock on the date of grant. There are no other outstanding equity awards held by our executive officers.

As of December 31, 2021, the Company granted stock-based non-qualified compensation to employees, including a 16,667 share stock award, which vests at the end of four years and a 166,667 stock options that cliff vests at the end of five years. For the year ended December 31, 2021, stock-based compensation was $446,112. For the year ended December 31, 2020, stock-based compensation was $146,114.

For the year ended December 31, 2020, the Company also granted non-statutory stock options, including 133,333 stock options to members of the Board of Directors, which vest over one year, and a 333, 334 stock option to a consultant, which vests over four years. Non-statutory stock-based compensation was $1,585,000 for the year ended December 31, 2021. Non-statutory stock-based compensation was $555,000 for the year ended December 31, 2020.

Employee Pension, Profit Sharing or other Retirement Plan

We do not have a defined benefit, pension plan, profit sharing or other retirement plan, although we may adopt one or more of such plans in the future.

Director Compensation

The table below shows the compensation paid to our directors during the years ended December 31, 2021 and 2020. Matthew Nicosia was not compensated for acting as a director during fiscal year 2021 or 2020. Each of Al Ferrara, Trent Staggs, Matthew Balk and Joseph Spence were appointed to the Board of Directors after January 1, 2020.

Name	Year	Fees Earned or Paid in Cash		Stock Compensation		Total
Trent Staggs(1)	2021	$	20,000	$	–	$	20,000
	2020	$	3,333	$	40,000	$	43,333
Al Ferrara	2021	$	20,000	$	–	$	20,000
	2020	$	3,333	$	40,000	$	43,333
Joseph Spence (2)	2021	$	12,000	$	–	$	12,000
	2020	$	3,333	$	40,000	$	43,333
Matthew Balk	2021	$	20,000	$	–	$	20,000
	2020	$	3,333	$	40,000	$	43,333

(1) Trent Staggs also received $48,605 and $84,704 from the Company as payment for consulting services rendered in 2020.

(2) Joseph Spence resigned from the Board of Directors on July 1, 2022.

PRINCIPAL SHAREHOLDERS

The following table sets forth certain information regarding our voting shares beneficially owned as of September 9, 2022 by (i) each stockholder known to be the beneficial owner of 5% or more of the outstanding shares of the particular class of voting stock, (ii) each executive officer, (iii) each director, and (iv) all executive officers and directors as a group. A person is considered to beneficially own any shares: (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power, or (ii) of which such person has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options, warrants and/or other convertible securities. Unless otherwise indicated, voting and investment power relating to the shares shown in the tables for each beneficial owner is exercised solely by the beneficial owner.

For purposes of computing the percentage of outstanding shares of our common stock held by each person or group of persons, any shares that such person or persons has the right to acquire within 60 days of September 9, 2022 is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.

The percentage of beneficial ownership of our common stock is based on an aggregate of 18,064,838 shares outstanding.

Except as indicated in footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them, based on information provided to us by such stockholders. Unless otherwise indicated, the address for each director and executive officer listed is: c/o Vivakor, Inc., 4101 North Thanksgiving Way, Lehi, Utah 84043.

Name and Address of Beneficial Owner	Shares of Common Stock Beneficially Owned		Percentage of Common Stock Beneficially Owned
Matt Nicosia, Chief Executive Officer and Director (1)(2)		4,189,667		23.19%
Tyler Nelson, Chief Financial Officer(10)		–		*
Daniel Hashim, Chief Scientific Officer (3)		166,667		*
Al Ferrara, Director		3,334		*
Trent Staggs, Director (4)		336,667		1.9%
Matthew Balk, Director		3,334		*
All Officers and Directors as a group (seven persons)		4,699,669		26.0%
5% Beneficial Stockholders
AKMN Irrevocable Trust (2)		4,189,405		23.19%
Benchmark FBO E.F. Hutton(5)		1,600,000		8.9%
Everett Monroe (6)		–		–
Daniel O. Ritt Trust (7)		–		–
Peter D'Arruda (8)		–		–
James H. Ballengee(9)		3,009,552		16.66%

(continued)

Name and Address of Beneficial Owner	Value of Class B Units of VV RII Beneficially Owned		Percentage of VV RII Class B Units Beneficially Owned
Matt Nicosia, Chief Executive Officer and Director (1)(2)		–		–
Tyler Nelson, Chief Financial Officer(12)		–
Daniel Hashim, Chief Scientific Officer (3)		–		–
Al Ferrara, Director		–		–
Trent Staggs, Director (4)		–		–
Matthew Balk, Director		–		–
All Officers and Directors as a group (seven persons)
		–
5% Beneficial Stockholders		–
AKMN Irrevocable Trust (2)		–		–
Benchmark FBO E.F. Hutton (5)		–		–
Everett Monroe (6)	$	90,000		7.88%
Daniel O. Ritt Trust (7)	$	65,000		5.69%
Peter D'Arruda (8)	$	60,000		5.25%
James H. Ballengee(9)		–		–

______________________

*	Less than 1%
(1)	The address for these stockholders is: c/o Vivakor, Inc., 4101 North Thanksgiving Way, Lehi, Utah, 84043.
(2)	The shares of common stock beneficially owned by Matthew Nicosia includes 4,189,405 shares of common stock held by AKMN Irrevocable Trust and 262 shares of common stock held by Nicosia Family Trust. Matthew Nicosia is the trustee of the AKMN Irrevocable Trust, of which Jonathan Nicosia, Matthew Nicosia’s son, a minor, is the beneficiary. Does not include options to purchase 955,093 shares of common stock.
(3)	The 166,667 shares of common stock beneficially owned by Dr. Hashim are directly held by CSS Nanotech Ltd. Dr. Hashim is the Chief Executive Officer of CSS Nanotech Ltd.
(4)	The 336,667 shares of common stock beneficially owned by Trent Staggs are held by TABBS Irrevocable Trust. Trent Staggs is the trustee of TABBS Irrevocable Trust, of which Brennan Trent Staggs and Brecklyn Staggs, Trent Staggs’s children, are the beneficiaries.
(5)	Sustainable Fuels, Inc. is owned by Debbie Carpenter, who may be deemed the beneficial owner of these shares. The address for Sustainable Fuels, Inc. is 10124 Marchant Avenue Tustin, CA 92872.
(6)	Everett Monroe’s address is 5813 114th Street, Lubbock TX 79424.
(7)	Daniel O. Ritt Trust’s address is 168 Dover Pkwy, Stewart Manor, NY 11530.
(8)	Peter D’Arruda’s address is 124 Poppleford Place, Cary, NC 27518.
(9)	James H. Ballengee’s address is 5151 Beltline Road, Suite 715 Dallas, Texas 75234. Includes 2,979,456 shares of common stock held in the name of Jorgan Development, LLC and 30,096 shares of common stock held in the name of JBAH Holdings, LLC. James Ballengee, in his capacity as sole manager, has sole voting and investment power over both Jorgan Development, LLC and JBAH Holdings, LLC.
(10)	Does not include options to purchase 917,825 shares of common stock.

SELLING STOCKHOLDERS

3,009,552 shares of our Common Stock issued to the Selling Stockholders pursuant to the MIPA, see “Prospectus Summary—Recent Development” and “Business—Recent Development” above. We are registering the shares of our Common Stock in order to permit the Selling Stockholders to offer the shares for resale from time to time. Except as otherwise described in the footnotes to the table below and for the ownership of the registered shares issued pursuant to the Membership Interest Purchase Agreement, neither the Selling Stockholders nor any of the persons that control them has had any material relationships with us or our affiliates within the past three (3) years.

The table below lists the Selling Stockholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (and the rules and regulations thereunder) of the shares of our Common Stock by each of the Selling Stockholders.

The second column lists the number of shares of our Common Stock beneficially owned by each Selling Stockholder before this Offering (including shares which the Selling Stockholder has the right to acquire within 60 days, including upon conversion of any convertible securities).

The third column lists the shares of our Common Stock being offered by this prospectus by each Selling Stockholder.

The fourth and fifth columns list the number of shares of Common Stock beneficially owned by each Selling Stockholder and their percentage ownership after the Offering (including shares which the Selling Stockholder has the right to acquire within 60 days), assuming the sale of all of the shares offered by each Selling Stockholder pursuant to this prospectus.

The amounts and information set forth below are based upon information provided to us by the Selling Stockholders as of September 15, 2022, except as otherwise noted below. The Selling Stockholders may sell all or some of the shares of Common Stock it is offering, and may sell, unless indicated otherwise in the footnotes below, shares of our Common Stock otherwise than pursuant to this prospectus. The tables below assume the Selling Stockholders sell all of the shares offered by them in offerings pursuant to this prospectus, and do not acquire any additional shares. We are unable to determine the exact number of shares that will actually be sold or when or if these sales will occur.

Selling Stockholders	Number of Shares Owned Before Offering		Shares Offered Hereby		Number of Shares Owned After Offering (1)		Percentage of Shares Beneficially Owned After Offering (1)
Jorgan Development, LLC (2)(3)		2,979,456		2,979,456		0		0%
JBAH Holdings, LLC (2)(4)		30,096		30,096		0		0%

(1) Assumes that all securities registered within this offering will be sold.

(2) Issued pursuant to the MIPA.

(3)	James Ballengee, sole manager with sole voting and investment power over Jorgan Development, LLC may be deemed to share voting and voting power with respect to these shares. The address of Jorgan Developmet, LLC is 5151 Beltline Road, Suite 715, Dallas, Texas 75234.
(4)	James Ballengee, sole manager with sole voting and investment power over JBAH Holdings, LLC may be deemed to share voting and voting power with respect to these shares. The address of JBAH Holdings, LLC is 5151 Beltline Road, Suite 715, Dallas, Texas 75234.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Related Party Transactions

The following is a description of each transaction from January 1, 2019 to December 31, 2021 and each currently proposed transaction in which:

· we have been or are to be a participant;

· the amount involved exceeded the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years; and

· any of our directors, executive officers or holders of more than 5% of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.

Our current policy with regard to related party transactions is for the Board as a whole to approve any material transactions involving our directors, executive officers or holders of more than 5% of our outstanding capital stock.

In September 2020, we entered into a consulting contract with LBL Professional Consulting, Inc. (“LBL”), of which Tyler Nelson is a common officer, which remains in effect. For the years ended December 31, 2021 and 2020, we paid LBL $188,150 and $191,295, respectively, for serving us. On December 17, 2020 the Company granted non-statutory stock options to LBL to purchase 333,334 shares of common stock. The stock options vest over four years. The stock option is exercisable up to ten years from the grant date. Mr. Nelson is not the beneficiary of the Company and is not be permitted to participate in any discussion, including LBL’s board meetings, regarding any Company stock that LBL may own at any time.

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, 2021 and 2020 the balance owed was $353,330 and $376,972, respectively.

In July 2020, the Company entered into an agreement with International Metals Exchange, LLC (“IME”), giving IME the option to purchase approximately 1,331 ounces of our precious metal concentrate for approximately $2,800,000. VVMCI, a wholly-owned subsidiary of Vivakor, Inc. owns all of the Class A Units of IME, which have sole voting power for all material matters except for removal of the manager, and VVMCI serves as a manager of IME. The option agreement expired on December 31, 2020. For the years ended December 31, 2021 and 2020, the Company has sold none and $54,250 of the precious metal concentrate.

On January 20, 2021, the Company entered into a worldwide, exclusive license agreement with TBT Group, Inc. (of which an independent Vivakor Board member is a 7% shareholder) to license piezo electric and energy harvesting technologies for creating self-powered sensors for making smart roadways. The Company paid $25,000 and 16,667 shares of restricted common stock upon signing and $225,000 as of April 5, 2022. When the licensor delivers to the Company data showing that the sensor performs based on mutually defined specifications and all designs for the sensor are completed, Company shall pay an additional $250,000 and 16,667 shares of restricted common stock. Upon the delivery of a mutually agreed working prototype, Company will pay licensor $250,000 and 16,667 shares of restricted common stock. Upon commercialization of the product, the Company will pay licensor $250,000 and 33,333 shares of restricted common stock. TBT shall have the option, at its sole discretion, to convert the license to a non-exclusive license if the Company fails to pay $500,000 to TBT for sensor inventory per year, which will commence after the second anniversary of product commercialization. The Company shall share in the development costs of the sensor technology to the time of commercialization. Total costs attributed to the Company are estimated to be $125,000. From May, 2021 through March 3, 2022, the parties amended the license agreement to extend the terms of the first milestone to March 4, 2022, of which we paid $15,000 as consideration for the extensions and $225,000 to be paid on March 4, 2022.

Policy on Future Related-Party Transactions

All future transactions between us and our officers, directors, principal stockholders and their affiliates will be approved by the audit committee, or a similar committee consisting of entirely independent directors, according to the terms of our Code of Business Conduct and Ethics and our Related-Party Transaction Policies and Procedures.

DIVIDEND POLICY

We have never paid any cash dividends on our capital stock and do not anticipate paying any cash dividends on our Common Stock in the foreseeable future. We intend to retain future earnings to fund ongoing operations and future capital requirements. Any future determination to pay cash dividends will be at the discretion of our board of directors and will be dependent upon financial condition, results of operations, capital requirements and such other factors as the board of directors deems relevant.

DETERMINATION OF OFFERING PRICE

The Selling Stockholders may sell all or a portion of their shares through public or private transactions at prevailing market prices or at privately negotiated prices. All shares being offered pursuant to this prospectus will be sold by the Selling Stockholders without our involvement.

DESCRIPTION OF SECURITIES

Introduction

In the discussion that follows, we have summarized selected provisions of our articles of incorporation, bylaws and the Nevada Revised Statutes relating to our capital stock. This summary is not complete. This discussion is subject to the relevant provisions of Nevada law and is qualified by reference to our articles of incorporation and our bylaws. You should read the provisions of our articles of incorporation and our bylaws as currently in effect for provisions that may be important to you.

Current Amended and Restated Articles of Incorporation

Authorized Capital Stock

We are currently authorized to issue up to 56,666,667 shares of capital stock consisting of: 41,666,667 shares of common stock, par value $0.001 per share, and 15,000,000 shares of preferred stock, par value of $0.001 per share. As of September 9, 2022, there were 18,064,838 shares of common stock that were issued and outstanding and held of record by 569 stockholders. As of September 9, 2022, there were no shares of preferred stock outstanding.

Common Stock

Holders of our common stock are each entitled to cast one vote for each share held of record on all matters presented to the shareholders. Cumulative voting is not allowed.

Holders of our common stock are entitled to receive such dividends as may be declared by our Board of Directors out of funds legally available (subject to the rights of holders of all classes of stock at the time outstanding having prior rights as to dividends) and, in the event of liquidation, to share pro rata in any distribution of our assets after payment of liabilities (subject to the rights of holders of all classes of stock at the time outstanding having prior rights as to distributions). Our Board of Directors is not obligated to declare a dividend. It is not anticipated that dividends will be paid in the foreseeable future.

Holders of our common stock do not have preemptive rights to subscribe to additional shares if issued. There is no conversion, redemption, sinking fund or similar provisions regarding the common stock. All outstanding shares of common stock are fully paid and non-assessable.

Preferred Stock

We are authorized to issue 15,000,000 shares of preferred stock, of which 11,666,667 shares have been designated as follows: (i) 66,667 shares of Series A preferred stock, of which zero are outstanding as of September 9, 2022; (ii) 3,266,666 shares of Series B preferred stock, of which zero are outstanding as of September 9, 2022; (iii) 1,666,667 shares of Series B-1 preferred stock, of which zero are outstanding as of September 9, 2022; (iv) 3,333,333 shares of Series C preferred stock, of which zero are outstanding as of September 9, 2022; and (v) 3,333,333 shares of Series C-1 preferred stock, of which zero shares are outstanding as of September 9, 2022.

An additional 166,667 shares may be designated from time to time in one or more series as may be determined by our Board of Directors, subject to the protective rights of any classes of preferred stock then outstanding, with the voting powers and preferences, the relative rights of each such series and the qualifications, limitations and restrictions of each such series of undesignated shares to be established by the Board of Directors. Our directors may issue preferred stock with multiple votes per share and dividend rights which would have priority over any dividends paid with respect to the holders of our common stock. The issuance of preferred stock with these rights may make the removal of management difficult even if the removal would be considered beneficial to shareholders generally, and will have the effect of limiting shareholder participation in transactions such as mergers or tender offers if these transactions are not favored by our management.

There are currently no shares of Series A preferred stock outstanding. The Series A Preferred Stock provides holders the right to convert each share into shares of common stock at a conversion price of $0.60 per share, subject to adjustment. Holders of the Series A preferred stock are not entitled to receive dividends. Holders of Series A preferred stock have the right to 25 votes for each share of common stock into which such shares of Series A Preferred Stock may then be converted. Holders of Series A preferred stock are entitled to receive liquidation preference, prior to and in preference to any distribution of any of the assets of the Company to the holders of common stock, or any other series of preferred stock.

There are currently no shares of Series B preferred stock outstanding. The Series B Preferred Stock provides holders the right to convert, at any time on or after the date that is one (1) year after the date of issuance of such share, at a conversion price that is the lesser of (i) the Original Series B Issue Price and (ii) ninety percent (90%) of the Market Price (as defined in the Company’s Articles of Incorporation, as amended); provided, however, upon the earlier to occur of a Qualified Public Offering (as defined in the Company’s Articles of Incorporation, as amended) or May 1, 2021, each share of Series B Preferred Stock is convertible into one share of common stock. Holders of Series B preferred stock are entitled to receive dividends at the rate of $0.75 per share per annum. Each Holder of Series B is entitled to vote upon matters presented to the Company’s shareholders on an as converted basis. Holders of Series B preferred stock are entitled to receive liquidation preference, prior to and in preference to any distribution of any of the assets of the Company to the holders of common stock, Series A preferred stock or any other series of preferred stock.

There are currently no shares of Series B-1 preferred stock outstanding. The Series B-1 Preferred Stock provides holders the right to convert at any time on or after the date that is one (1) year after the date of issuance of such share, at a conversion price that is the lesser of (i) the Original Series B-1 Issue Price and (ii) ninety percent (90%) of the Market Price; provided, however, upon the earlier to occur of a Qualified Public Offering or May 1, 2021, each share of Series B-1 Preferred Stock is convertible into one share of common stock. Holders of Series B-1 preferred stock are not entitled to receive dividends. Holders of Series B-1 preferred stock are not entitled to vote on matters presented to the shareholders of the Company. Holders of Series B-1 preferred stock are entitled to receive liquidation preference, pari passu with the holders of Series B preferred stock and prior to and in preference to any distribution of any of the assets of the Company to holders of common stock, Series A preferred stock, Series C preferred stock, Series C-1 preferred stock, or any other class of preferred stock.

There are currently no shares of Series C preferred stock outstanding. Holders of the Series C preferred stock would have the right to convert each share into common stock in the number of fully paid and nonassessable shares of common stock at a conversion price of the lesser of (i) $10.50 per share and (ii) ninety percent (90%) Market Price (as defined in the Company’s Articles of Incorporation, as amended); provided, however, upon the earlier to occur of a Qualified Public Offering (as defined in the Company’s Articles of Incorporation, as amended) or May 4, 2021, each share of Series B Preferred Stock is convertible into one share of common stock. Holders of Series C preferred stock would be entitled to receive dividends at the rate of $1.3125 per share per annum. Holders of Series C preferred stock would be entitled to vote upon matter presented to the Company’s shareholders on an as converted basis. Holders of Series C preferred stock are entitled to receive liquidation preference, prior to and in preference to any distribution of any of the assets of the Company to the holders of common stock, Series A Preferred Stock or any other series of preferred stock.

There are currently no shares of Series C-1 preferred stock outstanding, as shares of Series C-1 Preferred Stock were converted to common stock on May 4, 2021. The Series C-1 Preferred Stock provides holders the right to convert each share into one share of common stock. All Series C-1 Preferred Stock was auto converted to common stock on May 4, 2021. Holders of Series C-1 preferred stock are not entitled to receive dividends. Holders of Series C-1 preferred stock shall be entitled to vote on all matters submitted to the shareholders of the Company on an as-converted basis. Holders of Series C-1 Preferred Stock are entitled to receive liquidation preference, pari passu with the holders of Series C Preferred Stock and prior to and in preference to any distribution of any of the assets of the Company to the holders of common stock, Series A preferred stock or any other series of preferred stock.

Common Stock

Pursuant to the terms of the Second Amended and Restated Articles of Incorporation, the holders of common stock will be entitled to one vote per share on all matters to be voted upon by the shareholders, except on matters relating solely to terms of preferred stock. Subject to preferences that may be applicable to any outstanding preferred stock, the holders of common stock will be entitled to receive ratably such dividends, if any, as may be declared from time to time by the board of directors out of funds legally available therefor. See “Dividend Policy.” In the event of our liquidation, dissolution or winding up, the holders of our common stock will be entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding. The holders of our common stock will have no preemptive or conversion rights or other subscription rights. There will be no redemption or sinking fund provisions applicable to our common stock.

Preferred Stock

Pursuant to the terms of the Second Amended and Restated Articles of Incorporation, our board of directors will have the authority to issue preferred stock in one or more classes or series and to fix the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, including dividend rights, conversion right, voting rights, terms of redemption, liquidation preferences and the number of shares constituting any class or series, without further vote or action by the stockholders. Although we have no present plans to issue any shares of preferred stock, the issuance of shares of preferred stock, or the issuance of rights to purchase such shares, could decrease the amount of earnings and assets available for distribution to the holders of common stock, could adversely affect the rights and powers, including voting rights, of the common stock, and could have the effect of delaying, deterring or preventing a change of control of us or an unsolicited acquisition proposal.

Limitation on Directors’ Liability

The Nevada Revised Statutes limits or eliminates the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties as directors. Our bylaws include provisions that require the company to indemnify our directors or officers against monetary damages for actions taken as a director or officer of our Company. We are also expressly authorized to carry directors’ and officers’ insurance to protect our directors, officers, employees and agents for certain liabilities. Our Second Amended and Restated Articles of Incorporation do not contain any limiting language regarding director immunity from liability.

The limitation of liability and indemnification provisions under the Nevada Revised Statutes and our bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. However, these provisions do not limit or eliminate our rights, or those of any stockholder, to seek non-monetary relief such as injunction or rescission in the event of a breach of a director’s fiduciary duties. Moreover, the provisions do not alter the liability of directors under the federal securities laws. In addition, your investment may be adversely affected to the extent that, in a class action or direct suit, we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

Nevada Anti-Takeover Statute

We may be subject to Nevada’s Combination with Interested Stockholders Statute (Nevada Corporation Law Sections 78.411-78.444) which prohibits an “interested stockholder” from entering into a “combination” with the corporation, unless certain conditions are met. An “interested stockholder” is a person who, together with affiliates and associates, beneficially owns (or within the prior two years, did beneficially own) 10% or more of the corporation’s capital stock entitled to vote.

Forum for Litigation

Our Second Amended and Restated Articles of Incorporation provide 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.

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.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Empire Stock Transfer with an address at 1859 Whitney Mesa Drive, Henderson, Nevada 89014.

Listing

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

PLAN OF DISTRIBUTION

Each Selling Stockholder of the securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on Nasdaq or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling securities:

· ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · settlement of short sales; · in transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated price per security; · through the writing or settlement of options or other hedging transactions, whether through an option exchange or otherwise; · a combination of any such methods of sale; or · any other method permitted pursuant to applicable law.

The Selling Stockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.

In connection with the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.

The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the Common Stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

LEGAL MATTERS

The validity of the ~~securities~~shares ~~being~~of Common Stock offered by ~~this~~ the prospectus ~~has~~will ~~been~~be passed upon ~~for~~by usLaw byOffices ~~Lucosky~~of ~~Brookman~~Craig ~~LLP,~~V. ~~Woodbridge~~Butler. As of the date of this filing, ~~New~~Craig ~~Jersey~~V. Butler does not own any shares of our common stock.

EXPERTS

The consolidated ~~balance~~financial ~~sheets~~statements of Vivakor, Inc. ~~for~~ ~~the~~as ~~years~~of ~~ended~~ December 31, ~~2021~~2025 and ~~December~~2024 ~~31, 2020,~~ and for the ~~related~~year ~~consolidated~~ended ~~statements of operations~~December 31, ~~changes~~2025 ~~in stockholders’ deficit,~~ and ~~cash flows for the years then ended~~2024, have been audited by ~~Macias~~Urish ~~Gini~~Popeck & ~~O’Connell~~Co., ~~LLP~~LLC, an independent registered public accounting firm, as ~~set~~stated ~~forth~~ in ~~its~~their report ~~appearing~~(which ~~herein~~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 ~~included~~incorporated in ~~reliance~~this ~~upon~~prospectus ~~such~~in ~~report~~reliance ~~given~~ on the ~~authority~~ report of ~~said~~such ~~firms~~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 ~~hereby~~by this prospectus. This prospectus, which ~~constitutes~~is a part of the ~~registration statement~~Registration Statement, ~~does~~omits ~~not~~certain ~~contain~~information, ~~all~~exhibits, ofschedules and undertakings set forth in the Registration Statement. For further information inpertaining to us and our securities, reference is made to our SEC filings and the ~~registration~~Registration ~~statement~~Statement and the exhibits ofand schedules to the ~~registration~~Registration ~~statement~~Statement. ~~For~~Statements ~~further information~~contained ~~with~~in ~~respect~~this toprospectus usas ~~and~~to the ~~securities~~contents ~~being~~or ~~offered~~provisions ~~under~~of any documents referred to in this prospectus are not necessarily complete, weand ~~refer~~in ~~you~~each instance where a copy of the document has been filed as an exhibit to the ~~registration~~Registration ~~statement~~Statement, ~~including~~ reference is made to the ~~exhibits~~exhibit ~~and~~for ~~schedules~~a ~~thereto~~more complete description of the matters involved.

~~The~~In ~~SEC maintains a website~~addition, ~~which~~registration ~~is located at www.sec.gov, which contains reports, proxy and information~~ statements and certain other ~~information~~filings ~~regarding~~made ~~issuers that file electronically~~ with the SEC. ~~You~~electronically ~~may~~are ~~access~~publicly ~~the~~available ~~registration~~through ~~statement of which this prospectus is a part at~~ the SEC’s ~~website.~~web Wesite ~~are~~at www.sec.gov. ~~subject to~~The ~~the~~Registration ~~information~~Statement, ~~reporting~~including ~~requirements~~all ofexhibits ~~the Exchange Act,~~ and weamendments ~~will~~to ~~file~~the ~~reports~~Registration Statement, ~~proxy~~has ~~statements~~been ~~and~~filed ~~other~~electronically ~~information~~ with the SEC.

71We 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~~	Page
Condensed Consolidated Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021	F-2
Report of Independent Registered Public Accounting Firm (PCAOB Firm ID 1013)		F-2
Condensed Consolidated Statements of Operations for the Three and Six Months ended June 30, 2022 and 2021 (unaudited)	F-3
Consolidated Balance Sheets as of December 31, 2025 and 2024		F-3
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months ended June 30, 2022 and 2021 (unaudited)	F-4
Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024		F-4
Condensed Consolidated Statements of Cash Flows for the Six Months ended June 30, 2022 and 2021 (unaudited)	F-5
Consolidated Statement of Changes in Stockholders’ Equity for the Years Ended December 31, 2025 and 2024		F-5
Notes to Condensed Consolidated Financial Statements (unaudited)	F-7
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024		F-6
Report of Independent Registered Public Accounting Firm (PCAOB Firm ID 324)	F-21
Notes to the Consolidated Financial Statements		F-7
Audited Consolidated Balance Sheets as of December 31, 2021 and 2020 (As Restated)	F-22
Audited Consolidated Statements of Operations for the Years Ended December 31, 2021 and 2020 (As Restated)	F-23
Audited Statement of Consolidated Changes in Stockholders’ Equity (Deficit) for the Years Ended December 31, 2021 and 2020 (As Restated)	F-24
Audited Statements of Consolidated Cash Flows for the Years Ended December 31, 2021 and 2020 (As Restated)	F-25
Notes to the Consolidated Financial Statements (As Restated)	F-26

F-1

~~VIVAKOR,~~Table ~~INC.~~of Contents

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	2022			2021
ASSETS		(Unaudited)		(As Restated)
Current assets:
Cash and cash equivalents	$	4,908,334		$	1,293,767
Cash and cash equivalents attributed to variable interest entity		296,257			199,952
Accounts Receivable, less allowances of none and $33,000, respectively		845			845
Marketable securities		1,818,029			2,231,218
Inventories		222,000			192,000
Precious metal concentrate		1,166,709			1,166,709
Other assets		237,422			73,245
Total current assets		8,649,596			5,157,736
Other investments		4,000			4,000
Notes receivable		1,150,743			1,194,235
Property and equipment, net		25,878,930			24,692,111
Rights of use assets- operating leases		721,550			663,291
License agreement, net		2,291,942			2,370,835
Intellectual property, net		13,002,504			13,662,037
Total assets	$	51,699,265		$	47,744,245
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	3,061,610		$	2,023,985
Operating lease liabilities, current		364,103			287,769
Loans and notes payable, current		962,405			1,511,447
Loans and notes payable, current attributed to variable interest entity		2,308,232			3,416,379
Long-term debt (working interest royalty programs), current		8,565			3,256
Total current liabilities		6,704,915			7,242,836
Operating lease liabilities, long term		414,947			434,109
Loans and notes payable, long term		543,869			1,185,970
Long-term debt (working interest royalty programs)		5,017,592			6,171,298
Deferred income tax liabilities		5,156,899			5,156,899
Total liabilities		17,838,222			20,191,112
Stockholders' equity:
Convertible, preferred stock, $.001 par value; 3,400,000 shares authorized;(1) Series A- 66,667 issued and outstanding(1)		–			67
Common stock, $.001 par value; 41,666,667 shares authorized; 15,038,619 and 12,330,859 were issued and outstanding as of June 30, 2022 and December 31, 2021(1)		15,039			12,331
Additional paid-in capital		67,857,646			58,279,590
Treasury stock, at cost		(20,000	)		(20,000	)
Accumulated deficit		(41,237,559	)		(35,731,359	)
Total Vivakor, Inc. stockholders' equity		26,615,126			22,540,629
Noncontrolling interest		7,245,917			5,012,504
Total stockholders' equity		33,861,043			27,553,133
Total liabilities and stockholders’ equity	$	51,699,265		$	47,744,245

(1) Share and per share amounts have been retroactively adjusted to reflect the one-for-thirty reverse stock split effective February 14, 2022. See Note 1 – Organization and Basis of Presentation for additional information

See accompanying notes to consolidated financial statements

F-2

VIVAKOR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2022			2021			2022			2021
Revenues	$	–		$	22,000		$	–		$	117,000
Cost of revenues		–			20,530			–			112,450
Gross profit		–			1,470			–			4,550
Operating expenses:
Sales and marketing		119,252			125,912			310,591			828,440
General and administrative		2,922,753			1,235,549			4,235,560			2,309,394
Amortization and depreciation		558,595			364,635			933,813			727,914
Total operating expenses		3,600,600			1,726,096			5,479,964			3,865,748
Loss from operations		(3,600,600	)		(1,724,626	)		(5,479,964	)		(3,861,198	)
Other income (expense):
Unrealized gain (loss) on marketable securities		(1,652,755	)		(8,949,169	)		(413,189	)		3,734,275
Interest income		6,083			1,242			12,461			2,485
Interest expense		(22,981	)		(241,448	)		(114,946	)		(395,469	)
Gain on disposition of asset		2,456			–			2,456			–
Other income		39,934			92,590			40,084			93,884
Total other income (expense)		(1,627,263	)		(9,096,785	)		(473,134	)		3,435,175
Loss before provision for income taxes		(5,227,863	)		(10,821,411	)		(5,953,098	)		(426,023	)
Provision for income taxes		–			296,477			(800	)		(723,911	)
Consolidated net loss		(5,227,863	)		(10,524,934	)		(5,953,898	)		(1,149,934	)
Less: Net loss attributable to noncontrolling interests		(322,546	)		(1,114,003	)		(447,698	)		(1,255,844	)
Net income (loss) attributable to Vivakor, Inc.		(4,905,317	)		(9,410,931	)	$	(5,506,200	)	$	105,910
Net loss attributable to common shareholders	$	(4,905,317	)	$	(9,410,931	)	$	(5,506,200	)	$	105,910
Dividend on preferred stock		–			42,196			–			42,196
Net income loss to parent	$	(4,905,317	)	$	(9,453,127	)	$	(5,506,200	)	$	63,714
Basic and diluted net loss per share (1)	$	(0.33	)	$	(0.79	)	$	(0.38	)	$	0.00
Diluted net income per share (1)	$	(0.33	)		(0.79	)	$	(0.38	)	$	0.00
Basic weighted average common shares outstanding (1)		15,038,619			11,966,840			14,388,004			11,640,306
Effect of dilutive securities (1)		–			–			–			910,483
Diluted weighted average common shares outstanding (1)		15,038,619			11,966,840			14,388,004			12,550,789

See accompanying notes to consolidated financial statements

F-3

VIVAKOR, INC.

CONDENSED 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
March 31, 2022 (unaudited)	–	$	–	15,038,619	$	15,039	$	66,200,971	$	(20,000	)	$	(36,332,242	)	$	6,671,402		$	36,535,170
Stock options issued for services	–		–	–		–		427,500		–			–			–			427,500
Stock based compensation	–		–	–		–		1,229,175		–			–			–			1,229,175
Distributions by noncontrolling interest	–		–	–		–		–		–			–			(207,939	)		(207,939	)
Issuance of noncontrolling interest for a reduction of debt	–		–	–		–		–		–			–			1,105,000			1,105,000
Net loss	–		–	–		–		–		–			(4,905,317	)		(322,546	)		(5,227,863	)
June 30, 2022 (unaudited)	–	$	–	15,038,619	$	15,039	$	67,857,646	$	(20,000	)	$	(41,237,559	)	$	7,245,917		$	33,861,043

	Series A Preferred Stock					Common Stock				Additional Paid-in			Treasury			Accumulated			Non-controlling			Total Stockholders'
	Shares			Amount		Shares		Amount		Capital			Stock			Deficit			Interest			Equity
December 31, 2021 (1)	66,667		$	67		12,330,859	$	12,331	$	58,279,590		$	(20,000	)	$	(35,731,359	)	$	5,012,504		$	27,553,133
Common Stock issued for a reduction of liabilities	–			–		272,156		273		1,144,719			–			–			–			1,144,992
Conversion of Series A Preferred Stock to Common Stock	(66,667	)		(67	)	833,333		833		(766	)		–			–			–			–
Common Stock issued for cash, net of offering costs	–			–		1,600,000		1,600		6,238,400			–			–			–			6,240,000
Common stock issued for fractional shares from reverse stock split	–			–		2,271		2		–			–			–			–			2
Stock options issued for services	–			–		–		–		855,000			–			–			–			855,000
Stock based compensation	–			–		–		–		1,340,703			–			–			–			1,340,703
Distributions by noncontrolling interest	–			–		–		–		–			–			–			(343,889	)		(343,889	)
Issuance of noncontrolling interest for a reduction of debt	–			–		–		–		–			–			–			3,025,000			3,025,000
Net loss	–			–		–		–		–			–			(5,506,200	)		(447,698	)		(5,953,898	)
June 30, 2022 (unaudited)	–		$	–		15,038,619	$	15,039	$	67,857,646		$	(20,000	)	$	(41,237,559	)	$	7,245,917		$	33,861,043

F-4

	Series A Preferred Stock			Common Stock				Additional Paid-in		Treasury			Accumulated			Non-controlling			Total Stockholders'
	Shares		Amount	Shares		Amount		Capital		Stock			Deficit			Interest			Equity
March 31, 2021 (1)	66,667	$	67	11,321,269	$	11,322	$	46,818,373	$	(20,000	)	$	(20,688,151	)	$	1,137,248		$	27,258,859
Common Stock issued for a reduction of liabilities (1)	–		–	25,835		26		228,774		–			–			–			228,800
Conversion of temporary equity Series B and B-1 Preferred Stock to Common Stock (1)	–		–	944,312		944		9,384,396		–			–			–			9,385,340
Stock options issued for services	–		–	–		–		427,500		–			–			–			427,500
Stock based compensation	–		–	–		–		111,528		–			–			–			111,528
Issuance of noncontrolling interest for a reduction of debt	–		–	–		–		–		–			–			735,000			735,000
Dividend paid in Series B-1 Preferred Stock	–		–	–		–		–		–			(42,196	)		–			(42,196	)
Net loss	–		–	–		–		–		–			(9,410,931	)		(1,114,003	)		(10,524,934	)
June 30, 2021 (unaudited)	66,667	$	67	12,291,416	$	12,292	$	56,970,571	$	(20,000	)	$	(30,141,278	)	$	758,245		$	27,579,897

	Series A Preferred Stock			Common Stock				Additional Paid-in		Treasury			Accumulated			Non-controlling			Total Stockholders'
	Shares		Amount	Shares		Amount		Capital		Stock			Deficit			Interest			Equity
December 31, 2020(1)	66,667	$	67	11,255,967	$	11,256	$	45,623,146	$	(20,000	)	$	(30,204,992	)	$	1,279,089		$	16,688,566
Common Stock issued for services(1)	–		–	33,667		34		437,967		–			–			–			438,001
Common Stock issued for a reduction of liabilities(1)	–		–	29,168		29		264,771		–			–			–			264,800
Common Stock issued for the purchase of a license(1)				16,667		17		224,983		–			–			–			225,000
Conversion of temporary equity Series B, B-1, and C-1 Preferred Stock to Common Stock(1)	–		–	955,947		956		9,466,648		–			–			–			9,467,604
Stock options issued for services	–		–	–		–		730,000		–			–			–			730,000
Stock based compensation	–		–	–		–		223,056		–			–			–			223,056
Issuance of noncontrolling interest for a reduction of debt	–		–	–		–		–		–			–			735,000			735,000
Dividend paid in Series B-1 Preferred Stock	–		–	–		–		–		–			(42,196	)		–			(42,196	)
Net income (loss)	–		–	–		–		–		–			105,910			(1,255,844	)		(1,149,934	)
June 30, 2021 (unaudited)	66,667	$	67	12,291,416	$	12,292	$	56,970,571	$	(20,000	)	$	(30,141,278	)	$	758,245		$	27,579,897

See accompanying notes to consolidated financial statements

F-5

VIVAKOR, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

	Six Months Ended
	June 30,
	2022			2021
OPERATING ACTIVITIES:
Consolidated net loss	$	(5,953,898	)	$	(1,149,934	)
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization		933,813			727,914
Common stock options issued for services		855,000			730,000
Common stock issued for services		–			438,001
Gain on disposal of asset		(2,456	)		–
Unrealized gain (loss) marketable securities		413,189			(3,734,275	)
Deferred income taxes		–			711,070
Stock-based compensation		1,340,703			223,055
Changes in operating assets and liabilities:
Accounts receivable		–			6,515
Inventory		(30,000	)		–
Other assets		(164,177	)		13,807
Accounts payable and accrued expenses		(303,452	)		(412,764	)
Accrued interest on notes receivable		(12,461	)		(2,485	)
Accrued interest on notes payable		114,946			395,469
Net cash used in operating activities		(2,808,793	)		(2,053,627	)
INVESTING ACTIVITIES:
Proceeds from notes receivable		55,953			–
Payment on costs of patents		–			(10,329	)
Purchase of a technology license		–			(40,000	)
Proceeds from disposal of equipment		6,000			–
Purchase of equipment		(1,129,515	)		(1,334,123	)
Net cash used in investing activities		(1,067,562	)		(1,384,452	)
FINANCING ACTIVITIES:
Payment of long-term debt		–			(7,735	)
Proceeds from loans and notes payable		1,968,261			6,666,811
Proceeds from sale of common stock		6,240,000			–
Payment of notes payable		(277,145	)		(2,464	)
Distributions to noncontrolling interest		(343,889	)		–
Net cash provided by financing activities		7,587,227			6,656,612
Net increase (decrease) in cash and cash equivalents		3,710,872			3,218,533
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		1,493,719			398,904
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	5,204,591		$	3,617,437
SUPPLEMENTAL CASHFLOW INFORMATION:
Cash paid during the year for:
Interest	$	223,639		$	46,936
Income taxes	$	–		$	–
Noncash transactions:
Conversion of Series A, B, B-1, and C-1 Preferred Stock to Common Stock	$	1,200,000		$	9,467,604
Common stock issued for a reduction in liabilities	$	1,144,992		$	264,800
Noncontrolling interest issued for a reduction in liabilities	$	3,025,000		$	735,000
Preferred stock Series C-1 issued for a reduction in liabilities	$	–		$	64,950
Common stock issued for the purchase of a license	$	–		$	225,000
Capitalized interest on construction in process	$	256,235		$	822,700
Dividend paid in Series B-1 Preferred Stock	$	–		$	42,196

See accompanying notes to consolidated financial statements

F-6

VIVAKOR, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Basis of Presentation

On February 14, 2022, we effected a 1-for-30 reverse split of our outstanding shares of common stock (the “Reverse Stock Split”) via the filing of a certificate of change with the Nevada Secretary of State which was effective at the commencement of trading of our Common Stock. No fractional shares of the Company’s common stock will be issued as a result of the Reverse Stock Split. Any fractional shares resulting from the Reverse Stock Split will be rounded up to the nearest whole share. All issued and outstanding common stock, preferred stock, and per share amounts in the consolidated financial statements and footnotes included herein have been retroactively adjusted to reflect this reverse stock split for all periods presented.

COVID-19

On March 11, 2020, the World Health Organization (“WHO”) declared the COVID-19 outbreak to be a global pandemic. In addition to the devastating effects on human life, the pandemic is having a negative ripple effect on the global economy, leading to disruptions and volatility in the global financial markets. Most U.S. states and many countries have issued policies intended to stop or slow the further spread of the disease.

COVID-19 and the U.S. response to the pandemic are significantly affecting the economy. There are no comparable events that provide guidance as to the effect the COVID-19 pandemic may have, and, as a result, the ultimate effect of the pandemic is highly uncertain and subject to change. We do not yet know the full extent of the effects on the economy, the markets we serve, our business, or our operations. In March 2020 we temporarily suspended operations in Kuwait and Utah due to COVID-19 government restrictions, Utah has resumed operations in full. Kuwait has allowed for the Company to obtain site personnel visas to recommence operations. These suspensions have had a negative impact on our business and there can be no guaranty that we will not need to suspend operations again in the future as a result of the pandemic.

Interim Financial Information

The accompanying unaudited condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes for the year ended December 31, 2021. The unaudited condensed consolidated financial statements have been prepared on a basis consistent with that used to prepare the audited annual consolidated financial statements and include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair presentation of the condensed consolidated financial statements. The operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results expected for the full year ending December 31, 2022.

F-7

Principles of Consolidation

The Company follows ASC 810-10-15 guidance with respect to accounting for Variable Interest Entities (“VIE”). A VIE is an entity that does not have sufficient equity at risk to finance its activities without additional subordinated financial support from other parties, or whose equity investors lack any of the characteristics of a controlling financial interest. A variable interest is an investment or other interest that will absorb portions of a VIE’s expected losses or receive portions of the entity’s expected residual returns. For the six months ended June 30, 2022 and year ended December 31, 2021 the following entities are considered to be a VIE and are consolidated in our consolidated financial statements: Viva Wealth Fund I, LLC and RPC Design and Manufacturing, LLC. For the six months ended June 30, 2022 and year ended December 31, 2021 the following entities were considered to be a VIE, but were not consolidated in our consolidated financial statements due to a lack of the power criterion or the losses/benefits criterion: Vivaventures UTS I, LLC, Vivaventures Royalty II, LLC, Vivaopportunity Fund, LLC, and International Metals Exchange, LLC. For the six months ended June 30, 2022 and year ended December 31, 2021 the unaudited financial information for the unconsolidated VIEs is as follows: Vivaventures UTSI, LLC held assets of $3,383,610 and $3,753,296 (where the primary asset represents a receivable from the Company), and liabilities of $47,049 and $12,608. Vivaventures Royalty II, LLC held assets of $2,939,498 and $2,648,810 (where the primary asset represents a receivable from the Company), and liabilities of $1,720 and $300. Vivaopportunity Fund LLC held assets of $2,119,856 and $2,119,961 (where the primary asset represents a noncontrolling interest in units of a consolidated entity of the Company) and no liabilities. International Metals Exchange, LLC held assets of $29,938 and $30,461 and liabilities of $1,900.

RPC Design and Manufacturing, LLC: As of June 30, 2022 and year ended December 31, 2021, investors in RDM have a noncontrolling interest of $387,049 and $629,694, respectively. As of June 30, 2022 and December 31, 2021, the cash and cash equivalents of this VIE are not restricted and can be used to settle the obligations of the reporting entity. As of June 30, 2022 and December 31, 2021 this VIE has an outstanding note payable to the reporting entity in the amount of $628,828 and $354,566, which is eliminated upon consolidation. We have the primary risk (expense) exposure in financing and operating the assets and are responsible for 100% of the operation, maintenance and any unfunded capital expenditures, which ultimately could be 100% of a custom machine, and the decisions related to those expenditures including budgeting, financing and dispatch of power. Based on all these facts, it was determined that we are the primary beneficiary of RDM. Therefore, RDM has been consolidated by the Company. Any intercompany revenue and expense associated with RDM and its license agreement with the Company has been eliminated in consolidation.

Viva Wealth Fund I, LLC: As of June 30, 2022 and December 31, 2021, the cash and cash equivalents of this VIE are restricted solely for the use of proceeds of the VWFI offering (to manufacture RPCs) and cannot be used to settle the obligations of the reporting entity. As of June 30, 2022 and December 31, 2021, the Company has cash attributed to variable interest entities of $296,257 and $199,952. As of June 30, 2022, VWFI has reached $6,250,000 in funding and has released the funding for construction of RPC Series A. VWFI has commenced fundraising for RPC Series B. In the event that VWFI does not raise at least $6,250,000 for these RPC Series by the offering termination date (which date has been extended until November 13, 2022), then the convertible notes and/or units would convert into Vivakor common stock where the minimum conversion price will be the greater of $13.50 or a 10% discount to market per share or in the event of a public offering, 200% of the per share price of the Company common stock sold in the underwritten offering, which was closed on February 14, 2022 at $5.00 per share. As of August 8, 2022, VWFI has raised approximately $4,690,000 for RPC Series B. VWFI unit holders may also sell their units to the Company for their principal investment amount on the 3rd, 4th, and 5th anniversary of the offering termination date, which if this option were exercised, the Company may elect to pay the amount in either cash or common stock. The Company also has the option to purchase any LLC units where the members did not exercise their conversion option under the same terms and pricing for cash or common stock. VWFI has entered into a license agreement with the Company indicating that VWFI will pay the Company a license fee of $1,000,000 per series of equipment manufactured with the Company’s proprietary technology, however these transactions are eliminated upon consolidation. All of the operations of VWFI relate to private placement offering to fund and manufacture proprietary equipment for the Company, as intended in VWFI’s design and organization by the Company, so that the Company controls VWFI in its business purpose, use of proceeds, and selling and leasing of its equipment solely to the Company. Creditors of VWFI have no recourse to the general credit of the Company. We have the primary risk (expense) exposure in financing and operating the assets and are responsible for 100% of the operation, and any unfunded capital expenditures, and the expense to the unit holders in conversion to common stock if series of equipment cannot be fully funded, which ultimately could be 100% of any custom machine. By request of the fund manager, we are responsible for the decisions related to the expenditures of VWFI proceeds including budgeting, financing and dispatch of power surrounding the series of equipment. Based on all these facts, it was determined that we are the primary beneficiary of VWFI. Therefore, VWFI has been consolidated by the Company.

F-8

Long Lived Assets

The Company reviews the carrying values of its long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the expected future cash flow from the use of the asset and its eventual disposition is less than the carrying amount of the asset, an impairment loss is recognized and measured using the fair value of the related asset. No impairment charges were incurred during the six months ended June 30, 2022 or for the year ended December 31, 2021, as the Company was still in the early phases of our business plan and operating losses were expected in our early phases. On March 11, 2020, the World Health Organization (“WHO”) declared the COVID-19 outbreak to be a global pandemic. In addition to the devastating effects on human life, the pandemic is having a negative ripple effect on the global economy, leading to disruptions and volatility in the global financial markets. Most U.S. states and many countries have issued policies intended to stop or slow the further spread of the disease. We have observed supply chain disruptions from the COVID-19 pandemic that has contributed to delays in the completion of the manufacturing of our RPCs, although we do not believe that these delays have constituted a triggering event for impairment of our assets. Our Kuwait operations were suspended to comply with the social distancing measures implemented in Kuwait, but in 2022 has allowed for the Company to obtain site personnel visas to recommence operations. Our Utah operations were temporarily suspended from March through May 2020, but have since resumed in full in its manufacturing of its RPCs, and construction and implementation of site and infrastructure preparations in anticipation of commencing operations in 2022. There can be no assurance, however, that market conditions will not change or demand for the Company’s services will continue, which could result in impairment of long-lived assets in the future.

Intangible Assets:

We account for intangible assets in accordance with ASC 350 “Intangibles-Goodwill and Other” (“ASC 350”). Intangible asset amounts represent the acquisition date fair values of identifiable intangible assets acquired. The fair values of the intangible assets were determined by using the income approach, discounting projected future cash flows based on management’s expectations of the current and future operating environment. The rates used to discount projected future cash flows reflected a weighted average cost of capital based on our industry, capital structure and risk premiums including those reflected in the current market capitalization. Definite-lived intangible assets are amortized over their useful lives, which have historically ranged from 10 to 20 years. The carrying amounts of our definite-lived intangible assets are evaluated for recoverability whenever events or changes in circumstances indicate that the entity may be unable to recover the asset’s carrying amount.

We assess our intangible assets in accordance with ASC 360 “Property, Plant, and Equipment” (“ASC 360”). Impairment testing is required when events occur that indicate an asset group may not be recoverable (“triggering events”). As detailed in ASC 360-10-35-21, the following are examples of such events or changes in circumstances (sometimes referred to as impairment indicators or triggers): (a) A significant decrease in the market price of a long-lived asset (asset group) (b) A significant adverse change in the extent or manner in which a long-lived asset (asset group) is being used or in its physical condition. (c) A significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (asset group), including an adverse action or assessment by a regulator (d) An accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset (asset group) (e) A current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset (asset group) (f) A current expectation that, more likely than not, a long-lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The term more likely than not refers to a level of likelihood that is more than 50 percent. We have evaluated our intangible assets and found that certain losses and a delay in our business plan may have constituted a triggering event for our intangible assets. We performed an analysis and assessed that there was no impairment for the six months ended June 30, 2022 or for the year ended December 31, 2021.

Advertising Expense

Advertising costs are expensed as incurred. The Company did not incur advertising expense for the six months ended June 30, 2022 and 2021.

Net Income/Loss Per Share

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 as of June 30, 2022 and 2021 include the following: convertible notes payable convertible into approximately 14,560 and 227,150 shares of common stock, convertible Series A preferred stock convertible into none and 666,667 shares of common stock (due to the event of a public offering of the Company’s common stock in February 2022 this will convert to 833,333 shares), stock options granted to employees of 2,039,585 and 183,333 shares of common stock. Stock options granted to Board members or consultants of 466,667 shares of common stock were granted as of June 30, 2022 and 2021. There were also warrants issued and outstanding to EF Hutton of 80,000 shares of common stock as of June 30, 2022. These warrants were related to and granted during the close of the underwritten public offering in February 2022

F-9

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, marketable securities, cost basis and equity method investments, lease assets and liabilities, equity method investments, valuation of stock used to acquire assets, and derivatives.

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.

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.

F-10

Note 2. Liquidity

We have historically suffered net losses and cumulative negative cash flows from operations, and as of June 30, 2022, we had an accumulated deficit of approximately $41.3 million. As of June 30, 2022 we had cash of $5,204,591. The Company closed an underwritten public offering of 1,600,000 shares of common stock, at a public offering price of $5.00 per share, for aggregate gross proceeds of $8 million, prior to deducting underwriting discounts, commissions, and other offering expenses. Prior to the offering, we financed our operations primarily through debt financing, private equity offerings our working interest agreements. We believe we have other liquid assets that may be used to assist in financing the operations of the Company if needed, including marketable securities in Scepter, which hold a fair value $1,818,029 as of June 30, 2022 and have been deposited for trading. We believe the liquid assets from the Company’s available for sale investments and funding provided from subsequent fundraising activities (see Note 15) of the Company give it adequate working capital to finance our day-to-day operations for at least twelve months through August 2023.

Note 3. Prepaid Expenses and Other Assets

As of June 30, 2022 and December 31, 2021, our other assets mainly consist of various deposits with vendors, professional service agents, or security deposits on office and warehouse leases. As of June 30, 2022 and December 31, 2021 we had office and warehouse lease deposits in the amount of $61,676 and $73,245. As of June 30, 2022 we had deposits in the amounts of $161,458 with vendors, professional service agencies, and a reclamation bond with the Utah Division of Oil, Gas and Mining in the amount of $14,288.

Note 4. Marketable Securities

As of December 31, 2020, the Company owned 3,309,758 shares of common stock in Odyssey Group International, Inc. (“Odyssey”) ticker: ODYY, OTC Markets. In December 2021 we sold such shares of Odyssey in a private transaction for a purchase price of $860,491, with $10,000 cash delivered at signing and a note issued in favor of Vivakor in the amount of $850,491, reflecting the market price at that time. The Company accounted for such securities based on the quoted price from the OTC Markets where the stock is traded, which resulted in the Company recording an unrealized loss of $595,392 on these marketable securities for the three months ended June 30, 2021 compared to an unrealized gain of $1,494,275 for the six months ended June 30, 2021.

In 2019 the Company had an investment of $800,000 or 800,000,000 shares of common stock, or a diluted 23% equity holding in Scepter Holdings, Inc. (“Scepter”), ticker: BRZL, OTC Markets. In the fourth quarter of 2020, the Company was diluted to a 19% equity holding in Scepter, and was no longer deemed to have significant influence and ceased to be an equity investment, and as the stock is traded on an active market, the Company has classified the investment as marketable securities with the change in unrealized gains and losses on the investment included in the statement of operations for the three months ended June 30, 2022 and 2021. In August 2021 we converted $81,768 of our note receivable with Scepter into 26,376,882 shares of Scepter common stock pursuant to the terms of the note at $0.0031 per share. On the date of the conversion, the Scepter price per share on OTC Markets was $0.0062 per share, which resulted in a $87,044 gain on the disposition of the note receivable. The Company has accounted for such securities based on the quoted price from the OTC Markets where the stock is traded, which resulted in the Company recording an unrealized loss on marketable securities of $1,652,755 and $8,353,777 for the three months ended June 30, 2022 and 2021 compared to an unrealized gain (loss) of $(413,189) and 2,240,000 for the six months ended June 30, 2022 and 2021. As of June 30, 2022 and December 31, 2021, the Company’s Chief Executive Officer has an immediate family member who sits on the board of directors of Scepter Holdings, Inc. As of June 30, 2022 and December 31, 2021 our Scepter marketable securities were valued at $1,818,029 and $2,231,218.

As of June 30, 2022 and December 31, 2021, marketable securities were $1,818,029 and $2,231,218. For the three months ended June 30, 2022 and 2021, the Company recorded a total unrealized loss of $1,652,755 and $8,949,169 compared to an unrealized gain (loss) of $(413,189) and $3,734,275 for the six months ended June 30, 2022 and 2021 on marketable securities in the statement of operations.

F-11

Note 5. Inventories

As of June 30, 2022, inventories consist primarily of raw materials (including tar-sand stockpiles) and finished goods (which includes Fenix iron). The tar-sand stockpiles consist of 10,000 tons of tar sand stockpile and are anticipated to be used for our extraction remediation units. The stockpiles were acquired when the Company entered into a land lease agreement for located in Vernal, Utah. Under the terms of the lease agreement, we are required to pay $3 per ton of oil sands processed. As a condition of the lease, we were required to provide $30,000 toward initial tonnage of oil sands to be processed at a cost of approximately $3.00 per ton. The nano Fenix Iron are finished goods that have a 20-year shelf life and were acquired at cost for $192,000. As of December 31, 2021, inventories consist primarily of the Fenix Iron. Inventories are valued at the lower of cost or market (net realizable value).

Note 6. Property and Equipment

The following table sets forth the components of the Company’s property and equipment at June 30, 2022 and December 31, 2021:

Schedule of property and equipment, net
	June 30, 2022						December 31, 2021
	Gross Carrying Amount		Accumulated Depreciation		Net Book Value		Gross Carrying Amount		Accumulated Depreciation		Net Book Value
Office furniture and equipment	$	14,998	$	4,956	$	10,042	$	14,998	$	4,000	$	10,998
Vehicles		36,432		22,466		13,966		48,248		26,306		21,942
Precious metal extraction machine- 1 ton		2,280,000		285,000		1,995,000		2,280,000		228,000		2,052,000
Precious metal extraction machine- 10 ton		5,320,000		665,000		4,655,000		5,320,000		532,000		4,788,000
Construction in process:
Bioreactors		1,440,000		–		1,440,000		1,440,000		–		1,440,000
Nanosponge/Cavitation device		22,103		–		22,103		22,103		–		22,103
Remediation Processing Unit 1		6,150,506		–		6,150,506		6,249,082		–		6,249,082
Remediation Processing Unit 2		5,489,760		–		5,489,760		5,201,098		–		5,201,098
Remediation Processing Unit System A		3,127,669		–		3,127,669		2,561,467		–		2,561,467
Remediation Processing Unit System B		2,974,884		–		2,974,884		2,345,421		–		2,345,421
Total fixed assets	$	26,856,352	$	977,422	$	25,878,930	$	25,482,417	$	790,306	$	24,692,111

For the year ended December 31, 2021 the Company issued 5,413 shares of Series C-1 Preferred Stock value at $64,950 for equipment, which has been valued based on similar cash purchases of the Series C-1 Preferred Stock at approximately $12.00 per share. For the six months ended June 30, 2022 and 2021 depreciation expense was $195,387 and $5,781. For the six months ended June 30, 2022 and 2021 capitalized interest to equipment from debt financing was $256,235 and $822,700. Equipment that is currently being manufactured is considered construction in process and is not depreciated until the equipment is placed into service.

F-12

Note 7. Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consist of the following:

Schedule of accounts payable and accrued expenses
	June 30,		December 31,
	2022		2021
Accounts payable	$	851,495	$	1,450,531
Office access deposits		340		340
Accrued compensation		400,798		175,000
Unearned revenue		69,784		–
Accrued interest (working interest royalty programs)		1,341,079		–
Accrued tax penalties and interest		398,114		398,114
Accounts payable and accrued expenses	$	3,061,610	$	2,023,985

As of December 31, 2021 the Company accrued $225,000 for a milestone payment to be paid to TBT Group, Inc. (of which an independent Vivakor Board member is a 7% shareholder) related to our worldwide, exclusive license agreement for the license of piezo electric and energy harvesting technologies for creating self-powered sensors for making smart roadways. This milestone payment was paid in March 2022.

Note 8. Loans and Notes Payable

Loans and Notes payable (including accrued interest) consist of the following:

Schedule of loans and notes payable
	June 30,		December 31,
	2022		2021
Various promissory notes and convertible notes	$	50,960	$	50,960
Novus Capital Group LLC Note (a)		283,612		378,854
Triple T Notes		329,613		353,330
National Buick GMC		16,977		19,440
Various Convertible Bridge Notes (b)		–		1,075,813
Blue Ridge Bank		410,200		410,200
Small Business Administration		324,267		318,175
JP Morgan Chase Bank		90,645		90,645
Various Promissory Notes (c)		2,308,232		3,416,379
Total Notes Payable	$	3,814,506	$	6,113,796
Loans and notes payable, current	$	962,405	$	1,511,447
Loans and notes payable, current attributed to variable interest entity		2,308,232		3,416,379
Loans and notes payable, long term	$	543,869	$	1,185,970

Schedule of maturities of loans and notes payable
2022	$	2,787,944
2023		518,114
2024		72,278
2025		68,878
2026		111,979
Thereafter		255,313
Total	$	3,814,506

__________________

(a)

On September 5, 2017, the Company acquired patents in the amount of $4,931,380 in which the Company also agreed to assume the encumbering debt on asset in the amount of $334,775 due in December 2019 with no interest accruing until 2020 and a deferred tax liability of $1,043,398. As of April 1 2022, the lender agreed to extend the maturity of the note to April 1, 2023 with an initial payment of $52,448 and approximate monthly payment of $29,432 thereafter until the note is fully paid.

(b)

In 2021 and 2020 the Company entered into various convertible promissory notes as follows:

F-13

	Throughout 2021 and 2020 the Company entered into convertible promissory notes with an aggregate principal of $415,000. The notes accrue interest at 10% per annum and have a maturity of the earlier of 12 months or the consummation of the Company listing its Common Stock on a senior stock exchange. The notes are convertible at the Company’s option into shares of the Company’s common stock at a price equal to 80% of the opening price of the Company’s common stock on the national exchange or the offering price paid by the investors in the financing in connection with the uplist, whichever is lower, or (ii) repaid in cash in an amount equal to the indebtedness being repaid plus a premium payment equal to 15% of the amount being repaid. If an event of default has occurred and the Company does not convert the amounts due under the Note into the Company’s common stock, then the Company will have the option to convert the outstanding indebtedness into shares of the Company’s common stock at a price equal to 80% of the weighted average trading price of the Company’s common stock on the OTC Markets, or be repaid in cash in an amount equal to all principal and interest due under the Note. All of these notes were converted to common stock as of June 30, 2022.
	On October 13, 2020, the Company entered into a convertible promissory note in an amount of $280,500 having an interest rate of 12% per annum. The note bears a 10% Original Issue Discount. The loan shall mature in 1 year and may be convertible at the lower of $12.00 or 80% of the lowest median daily traded price over ten trading days prior to conversion, but in the event of a Qualified Uplist the note may be converted at a 30% discount to market. The Company also issued 3,333 restricted shares with no registration rights in conjunction with this note, which was recorded as a debt discount in the amount of $44,000, which is amortized to interest expense over the term of the agreements using the effective interest method. On March 28, 2021 the parties amended this agreement to state that in no event shall the conversion price be lower than $3.00 per share. In October 2021 the parties agreed to extend the maturity of this loan to April 13, 2022 in exchange for an increase in principal owed of $30,000. This note has been converted to common stock as of June 30, 2022.
	On February 4, 2021, the Company entered into a convertible promissory note in an amount of $277,778 having an interest rate of 12% per annum. The note bears a 10% Original Issue Discount. The loan shall mature in 1 year and may be convertible at the lower of $12.00 or 80% of the lowest median daily traded price over ten trading days prior to conversion, but in the event of a Qualified Uplist the note may be converted at a 30% discount to market. The Company also issued 3,333 restricted shares with no registration rights in conjunction with this note, which was recorded as a debt discount in the amount of $36,000, which is amortized to interest expense over the term of the agreements using the effective interest method. On March 28, 2021 the parties amended this agreement to state that in no event shall the conversion price be lower than $3.00 per share. In February 2022 the parties agreed to extend the maturity of this loan to August 8, 2022 in exchange for an increase in principal owed of $25,000. This note has been converted to common stock as of June 30, 2022.
(c)	Viva Wealth Fund I, LLC is offering up to $25,000,000 in convertible notes in a private offering. As of June 30, 2022, VWFI has raised $10,510,000 and converted $8,575,000 of this debt to VWFI LLC units. A convertible note will automatically convert into the LLC units at the earlier of (i) the date that the Equipment is placed into quality control and testing or (ii) six months from the date of investment. The convertible notes will accrue interest at 12% per annum and are paid quarterly. At the maturity date, remaining interest will be paid, at which time no further interest payments will accrue. Upon the offering termination date, all units accepted for any series of equipment will automatically convert to Vivakor common stock if the Company has not accepted subscriptions for at least $6,250,000 for a series of equipment. The conversion price of the automatic stock conversion will be the the greater of $13.50 or a 10% discount to market per share or in the event of a public offering, 200% of the per share price of the Company common stock sold in an underwritten offering, which was closed on February 14, 2022 at $5.00 per share. The termination date of the offering has been extended until November 13, 2022 in the sole discretion of the Company. As of April 28, 2021 VWFI has reached $6,250,000 in funding and has released the funding for construction of RPC Series A. VWFI has commenced fundraising for RPC Series B and has raised approximately $4,690,000 to manufacture RPC Series B. Subsequent to June 30, 2022 an additional $30,000 of this debt has been converted into units of the LLC.

F-14

Note 9. Commitments and Contingencies

Leases

Commencing on September 15, 2019, the Company entered into a five-year lease with Jamboree Center 1 & 2 LLC covering approximately 6,961 square feet of office space in Irvine, CA. Under the terms of the lease agreement, we are required to make the following monthly lease payments: Year 1 $21,927, Year 2 $22,832, Year 3 $23,737, Year 4 $24,712, Year 5 $25,686. As a condition of the lease, we were required to provide a $51,992 security deposit.

On February 1, 2022, the Company entered into a lease agreement for approximately 2,533 square feet of office and manufacturing space located in Las Vegas, Nevada. Commencing on March 1, 2022, the Company entered into a three-year lease with Speedway Commerce Center, LLC. Under the terms of the lease agreement, we are required to make the following monthly lease payments: Year 1 $1,950, Year 2 $2,028, Year 3 $2,110. As a condition of the lease, we were required to provide a $2,418 security deposit.

On March 28, 2022, the Company entered into a lease agreement for approximately 1,469 square feet of office space located in Lehi, Utah. Commencing on April 1, 2022, the Company entered into a three-year lease with Victory Holdings, LLC. Under the terms of the lease agreement, we are required to make the following monthly lease payments: Year 1 is comprised of April to May 2022 $867, June 2022 to March 2023 $3,550, Year 2 $3,657, Year 3 $3,766. As a condition of the lease, we were required to provide a $3,766 security deposit.

On April 1, 2022, the Company entered into a lease agreement for approximately 2,000 square feet of office and warehouse space located in Houston, Texas. Commencing on April 1, 2022, the Company entered into a month-to-month lease with JVS Holdings, Inc. The lease may be terminated at any time or for any reason with a 30-day written notice to terminate. The lease requires a monthly lease payment of $2,000 as long as the Company remains in the space.

The right-of-use asset for operating leases as of June 30, 2022 and December 31, 2021 was $721,550 and $663,291. Rent expense for the six months ended June 30, 2022 and 2021 was $199,170 and $186,086.

The following table reconciles the undiscounted cash flows for the leases as of June 30, 2022 to the operating lease liability recorded on the balance sheet:

Schedule of lessee operating lease liability
2022	$	180,195
2023		370,902
2024		304,892
2025		16,135
Total undiscounted lease payments		872,124
Less: Imputed interest		93,074
Present value of lease payments	$	779,050
Operating lease liabilities, current	$	364,103
Operating lease liabilities, long-term	$	414,946
Weighted-average remaining lease term		2.36
Weighted-average discount rate		7.0%

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 the incremental borrowing rate was determined to be 7%.

Employment Agreements

In June 2022, the Company entered into employment agreements with its Chief Executive Officer and Chief Financial Officer, which provide for annual base salaries of $375,000 and $350,000, respectively, and provide for incremental increases in their salaries upon the Company’s achievement of specific performance metrics. The Company is currently accruing substantial portions of both executive’s base salaries (see Note 7). The employment agreements provide for the grant of stock options to the Chief Executive Officer and Chief Financial Officer to purchase up to 955,093 and 917,825 shares of the Company’s common stock, respectively, at an exercise price equal to 110% and 100% of the fair market value of the Company’s common stock on the date of grant. The stock option will vest after two years of continuous employment, subject to acceleration if terminated without cause or resignations for good reason. The agreement also provides that it is anticipated that the executives will receive bonuses for 2022 which will be determined by the Company’s Compensation Committee and Board of Directors after taking into account the general business performance of the Company, including any completed financings and or acquisitions.

F-15

Note 10. Long-term Debt

To assist in funding the manufacture of the Company’s Remediation Processing Centers, between 2015 and 2017, the Company entered into two agreements which include terms for the purchase of participation rights for the sale of future revenue of the funded RPCs. The RPCs are estimated to enter scaled up operations in 2022 and make estimated payments. The Company estimates future payments based on revenue projections for the RPCs. Due to delays in scaled up operations (see Note 1 Long Lived Assets) the effective interest rate of these agreements increased from approximately 33% to 36%.

Long-term debt consists of the following:

Schedule Of Long-Term Debt
	June 30,			December 31,
	2022			2021
Principal	$	2,196,233		$	2,196,233
Accrued interest		3,049,304			4,205,144
Debt discount		(219,380	)		(226,823	)
Total long term debt	$	5,026,157		$	6,174,554
Long term debt, current	$	8,565		$	3,256
Long term debt	$	5,017,592		$	6,171,298

The following table sets forth the estimated payment schedule of long-term debt as of June 30, 2022:

Schedule of long-term debt maturities
2022	$	3,525
2023		10,795
2024		14,078
2025		18,359
2026		23,943
Thereafter		2,125,533
Total	$	2,196,233

Note 11. Temporary Equity

The following table shows all changes to temporary equity during for the six months ended June 30, 2021.

Schedule of temporary equity
	Convertible Preferred Stock
	Series B						Series B-1						Series C-1
	Shares			Amount			Shares			Amount			Shares			Amount
March 31, 2021		213,583		$	1,281,500			459,426		$	3,445,716			260,702		$	4,615,927
Dividend paid in Series B-1 Preferred Stock		–			–			–			–			5,626			42,196
Conversion of Series B and B-1 Preferred Stock to Common Stock		(213,583	)		(1,281,500	)		(459,426	)		(3,445,716	)		(266,328	)		(4,658,123	)
June 30, 2021		–		$	–			–		$	–			–		$	–

	Convertible Preferred Stock
	Series B						Series B-1						Series C-1
	Shares			Amount			Shares			Amount			Shares			Amount
December 31, 2020		216,916		$	1,301,500			467,728		$	3,507,981			255,289		$	4,550,977
Series C-1 Issue for a reduction in stock payables		–			–			–			–			5,413			64,950
Dividend paid in Series B-1 Preferred Stock		–			–			–			–			5,626			42,196
Conversion of Series B and B-1 Preferred Stock to Common Stock		(216,916	)		(1,301,500	)		(467,728	)		(3,507,981	)		(266,328	)		(4,658,123	)
June 30, 2021		–		$	–			–		$	–			–		$	–

During the year ended December 31, 2021, all shares of Series B, B-1, and C-1 Preferred Stock were converted to common stock.

F-16

Note 12. Noncontrolling Interest

For the six months ended June 30, 2022 and 2021, the Company converted $3,025,000 and $735,000 in Viva Wealth Fund I, LLC convertible promissory notes into 605 and 147 units of noncontrolling interest in Viva Wealth Fund I, LLC.

For the six months ended June 30, 2021 and 2020, the Company paid distributions to Viva Wealth Fund I, LLC unit holders of $343,889 and none.

Note 13. Share-Based Compensation & Warrants

Options

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.

As of June 30, 2022 and December 31, 2021, the Company has granted stock-based compensation to employees, including a 16,667 share stock award, which was issued in 2018 and vested in May 2022, 166,667 in employee stock options that were issued in 2020 and cliff vest at the end of five years, and 1,872,918 employee stock options granted in June 2022 and vest over a period of two years. For the six months ended June 30, 2022 and 2021, stock-based compensation was $1,340,703 and $223,056. In 2020, the Company also granted non-statutory stock options, including 133,333 stock options to the Board of Directors, which vests over 1 year, and a 333,334 stock option to a consultant, which vests over 4 years. Non-statutory stock-based compensation was $855,000 and $730,000 for the six months ended June 30, 2022 and 2021. In 2022, the Company closed on its underwritten public offering in which the Company granted the underwriter, EF Hutton, division of Benchmark Investments, LLC ("EF Hutton"), a 45-day option to purchase up to an additional 240,000 shares of Common Stock at the public offering price per share, less the underwriting discounts and commissions, to cover over-allotments, if any. These options were not exercised and expired.

There were no other options granted during the six months ended June 30, 2022 and 2021, 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 warrant assumptions
		December 31, 2020 through June 30, 2022
Risk-free interest rate		0.24 – 3.04%
Expected dividend yield		None
Expected life of warrants		3.33-10 years
Expected volatility rate		169 - 273%

F-17

The following table summarizes all stock option activity of the Company for the six months ended June 30, 2022 and 2021:

Schedule of option activity
						Weighted
				Weighted		Average
				Average		Remaining
	Number			Exercise		Contractual
	of Shares			Price		Life (Years)
Outstanding, December 31, 2021		650,000		$	12.00		7.53
Granted		2,112,919			2.24		6.60
Exercised		(16,667	)		11.1		–
Forfeited		(240,000	)		5.00		–
Outstanding, June 30, 2022		2,506,252		$	4.53		7.39
Exercisable, December 31, 2021		180,000		$	12.00		7.01
Exercisable, June 30, 2022		890,168		$	4.74		7.48
Outstanding, December 31, 2020		650,000		$	12.00		6.41
Outstanding, June 30, 2021		650,000		$	12.00		5.91
Exercisable, December 31, 2020		47,083		$	12.00		3.38
Exercisable, June 30, 2021		108,333		$	12.00		5.10

As of June 30, 2022 and December 31, 2021, 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.

Warrants

As of June 30, 2022 and December 31, 2021, the Company had 80,000 and no warrants outstanding. On February 14, 2022, the Company closed on its underwritten public offering of 1,600,000 shares of common stock, at a public offering price of $5.00 per share. In addition, the Company has issued the underwriter, EF Hutton, 5-year warrants to purchase 80,000 shares of common stock at an exercise price equal $5.75. and were valued with a fair market value of $374,000. We used the Black-Scholes option pricing model to determine the fair value of the warrants, with assumptions of a risk free rate of 1.92%, an expected life of 5 years, and volatility of 167%. The impact of these warrants has no effect on stockholder’s equity, as they are considered equity-like instruments, and are considered a direct expense of the offering.

F-18

Note 14. Income Tax

The Company calculates its quarterly tax provision pursuant to the guidelines in ASC 740 Income Taxes. ASC 740 requires companies to estimate the annual effective tax rate for current year ordinary income. In calculating the effective tax rate, permanent differences between financial reporting and taxable income are factored into the calculation, and temporary differences are not. The estimated annual effective tax rate represents the Company’s estimate of the tax provision in relation to the best estimate of pre-tax ordinary income or loss. The estimated annual effective tax rate is then applied to year-to-date ordinary income or loss to calculate the year-to-date interim tax provision.

The Company recorded a provision for income taxes of $800 and $723,911 for the six months ended June 30, 2022 and 2021, respectively. The Company is projecting a (0.04)% effective tax rate for the year ending December 31, 2022, which is primarily the result of projected provision from book loss incurred for the year offset by additional valuation allowance on the net operating losses. The Company’s effective tax rate for 2021 was 9.18% which was the result of the benefit of book income for the year.

As of December 31, 2021, the Company had estimated federal and state net operating loss (NOL) carryforwards of approximately $14.3 million. Federal NOL carryforwards begin to expire in 2028.

Note 15. Subsequent Events

The Company has evaluated subsequent events through the date the financial statements were available to issue.

On August 1, 2022, we closed a Membership Interest Purchase Agreement, (the “MIPA”), with Jorgan Development, LLC, a Louisiana limited liability company ("Jorgan") and JBAH Holdings, LLC, a Texas limited liability company ("JBAH" and, together with Jorgan, the "Sellers"), as the equity holders of Silver Fuels Delhi, LLC, a Louisiana limited liability company ("SFD") and White Claw Colorado City, LLC, a Texas limited liability company ("WCCC" ) whereby, the Company acquired all of the issued and outstanding membership interests in each of SFD and WCCC (the “Membership Interests”), making SFD and WCCC wholly owned subsidiaries of the Company. The purchase price for the Membership Interests is approximately $37.4 million, subject to post-closing adjustments, payable by the Company in a combination of 3,009,552 shares of the Company’s common stock, amount equal to 19.99% of the number of issued and outstanding shares of the Company’s common stock immediately prior to issuance, a secured three-year promissory notes made by the Company in favor of the Sellers, and the assumption of certain liabilities of SFD and WCCC. The shares of the Company’s common stock and the Notes will have an aggregate value of approximately $32,942,939.

Sellers have entered into 18-month lock-up agreements at closing with regard to the 3,009,552 common shares issued for consideration for the Membership Interests.

Under the MIPA, the Company has committed to make a payment to the Sellers on or before the 18-month anniversary of the closing date in the amount of $16,471,469 whether in cash or unrestricted common stock.

F-19

In the event of a breach of the terms of the MIPA, the Notes, or the Pledge Agreement, the sole and exclusive remedy of the parties will be to unwind the MIPA transaction.

The principal amount of the Notes, together with any and all accrued and unpaid interest thereon, will be paid to the Sellers on a monthly basis in an amount equal to the Monthly Free Cash Flow continuing thereafter on the twentieth (20th) calendar day of each calendar month thereafter. Monthly Free Cash Flow means cash proceeds received by SFD and WCCC from its operations minus any capital expenditures (including, but not limited to, maintenance capital expenditures and expenditures for personal protective equipment, additions to the land/current facilities and pipeline connections) and any payments on capital lease obligations of SFD and WCCC.

In conjunction with the closing under the MIPA, SFD, WCCC and the Company will enter into a Shared Services Agreement with Endeavor Crude, LLC, a Texas limited liability company affiliated with the Sellers (“Endeavor”), under which Endeavor will provide certain operating and administrative services to SFD and WCCC.

In conjunction with the closing we entered into a Master Netting Agreement, hereto (the “Netting Agreement”), with Jorgan, JBAH, Endeavor and White Claw Crude, LLC under which all amounts as a result of all Contracts during a given calendar month shall be netted against all amounts owed as a result of all contracts and the resulting net amount shall be payable. The Netting Agreement includes contracts such as the MIPA, the Notes, any pledge agreements, the Shared Services Agreement, the Crude Petroleum Supply Agreement dated January 1, 2021, by and between WC Crude and SFD, as amended, and the Oil Storage Agreement dated January 1, 2021, by and between WC Crude, as Shipper, and WCCC, as Operator, as amended.

In the acquisition of WCCC we also acquired WCC’s Oil Storage Agreement with WC Crude, under which WC Crude has the right, subject to the payment of service and maintenance fees, to store volumes of crude oil and other liquid hydrcarbons at a certain crude oil and liquid hydrocarbon receipt, storage, blending, throughput and delivery terminal operated by WCCC, which expires on December 31, 2031.

In the acquisition of SFD, we acquired a Crude Petroleum Supply Agreement with WC Crude (the “Supply Agreement”), under which WC Crude supplies volumes of Crude Petroleum to SFD. WC Crude and SFD will be entered into an amendment to the Supply Agreement, in conjunction with the closing under the MIPA, which provides for the delivery to SFD a minimum of 1,000 sourced barrels per day, and includes a guarantee that when SFD resells these barrels, if SFD does not make at least a $5.00 per barrel margin that WC Crude will pay to SFD the difference between the sales price and $5.00 per barrel In the event that SFD makes more than $5.00 per barrel, SFD will pay WC Crude a profit sharing payment in the amount equal to 10% of the excess price over $5.00 per barrel, which amount will be multiplied by the number of barrels associated with the sale. The Supply Agreement, as amended, will remain in effect through and including December 31,2031.

In the acquisition of SFD, we acquired a crude oil gathering, storage, and transportation facility located on approximately 9.3 acres near Delhi, Louisiana, along with its existing sales agreements, where a subsidiary of a large NYSE traded energy company is obligated to purchase blended crude oil from SFD in amounts up to 60,000 barrels per month. With prior approval, SFD is eligible to sell to the Purchaser amounts greater than 60,000 barrels of crude oil per month. In the acquisition of WCCC, we acquired a 120,000 barrel crude oil storage tank, in the heart of the Permian Basin, located near Colorado City, Texas. The storage tank is presently connected to the Lotus pipeline system

Subsequent to June 30, 2022, VWFI has raised $430,000 in conjunction with the $25,000,000 private placement offering to sell convertible promissory notes, which convert to VWFI LLC units, to accredited investors to raise funds to manufacture equipment that manufacture RPC Series B. Subsequent to June 30, 2022, VWFI has also converted $30,000 of convertible debt into VWFI LLC units.

F-20

Report of Independent Registered Public Accounting Firm

Shareholders and Board of Directors ~~and Shareholders~~

Vivakor, Inc.

~~Opinion~~Dallas, ~~on the Financial Statements~~Texas

WeOpinion ~~have~~on ~~audited~~ the ~~accompanying consolidated balance sheet of Vivakor,~~ ~~Inc.~~Consolidated ~~(the~~Financial Company) as of December 31, 2021 and 2020, and the related consolidated statements of operations, stockholders’ equity (deficit), 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 as of December 31, 2021 and 2020, 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.Statements

AsWe ~~discussed~~have inaudited ~~Note 23 to~~ the accompanying consolidated balance ~~financial~~sheets ~~statements~~of Vivakor, Inc. (the “Company”) ~~filed~~as anof ~~incorrect~~December ~~version~~31, of2025 and December 31, 2024, the related consolidated ~~financial~~ statements of ~~and~~operations, ~~Form~~changes ~~10-K~~in stockholders’ equity, ~~due~~and tocash ~~administrative~~flows ~~errors,~~for onthe ~~April~~years 15then ended, and the related notes (collectively referred ~~2022~~to as the “consolidated financial statements”). ~~The~~In ~~December~~our 31opinion, ~~2021,~~the consolidated financial statements ~~have~~present ~~been~~fairly, ~~restated~~in toall material ~~reflect~~respects, the ~~correct~~financial ~~version~~position of the ~~consolidated~~Company ~~financial statements~~at ~~that~~December we31, ~~audited.~~2025 Inand ~~our~~December ~~opinion~~31, ~~such~~2024, ~~corrections~~and ~~are~~the ~~appropriate~~results of its operations and ~~have~~its ~~now~~cash ~~been~~flows ~~properly~~for ~~reported~~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 ~~entity~~Company’s management. Our responsibility is to express an opinion on the ~~entity~~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 ~~audit~~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 ~~entity~~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 ~~provide~~ provides a reasonable basis for our opinion.

~~Macias~~/s/ ~~Gini~~Urish Popeck & ~~O’Connell~~Co., ~~LLP~~LLC

~~Irvine,~~We CAhave ~~92816~~served as the Company’s auditor since 2024.

WePittsburgh, ~~have served as the Company's auditor since 2021.~~PA

~~Irvine~~April 15, ~~California~~ 2026

~~April 15, 2022, except for Notes 22 and 23 as to which the date is May~~ F-2~~, 2022~~

~~F-21~~Table of Contents

VIVAKOR, INC.

CONSOLIDATED BALANCE SHEETS

(As Restated)


	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

	December 31,
	2021			2020
ASSETS
Current assets:
Cash and cash equivalents	$	1,293,767		$	309,404
Cash and cash equivalents attributed to variable interest entity		199,952			89,500
Accounts Receivable, less allowances of $33,000 and $33,000, respectively		845			7,735
Marketable securities		2,231,218			4,016,951
Inventories		192,000			525,744
Precious metal concentrate		1,166,709			1,166,709
Other assets		73,245			87,052
Total current assets		5,157,736			6,203,095
Other investments		4,000			4,000
Notes receivable		1,194,235			78,455
Property and equipment, net		24,692,111			18,152,699
Rights of use assets- operating leases		663,291			881,804
License agreement, net		2,370,835			2,013,810
Intellectual property, net		13,662,037			14,966,627
Total assets	$	47,744,245		$	42,300,490
LIABILITIES AND STOCKHOLDERS’ EQUITY AND TEMPORARY EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	2,023,985		$	1,350,808
Operating lease liabilities, current		287,769			276,699
Loans and notes payable, current		1,511,447			1,196,037
Loans and notes payable, current attributed to variable interest entity		3,416,379			735,000
Long-term debt, current		3,256			1,020
Total current liabilities		7,242,836			3,559,564
Operating lease liabilities, long term		434,109			618,696
Loans and notes payable, long term		1,185,970			914,661
Long-term debt		6,171,298			4,950,640
Deferred income tax liabilities		5,156,899			6,207,905
Total liabilities		20,191,112			16,251,466
Redeemable, convertible preferred stock, $.001 par value; 11,600,000 shares authorized;(1)
Series B- 12.5%, cumulative, none and 216,916 issued and outstanding as of December 31, 2021 and 2020(1)		–			1,301,500
Series B-1- none and 467,728 issued and outstanding as of December 31, 2021 and 2020(1)		–			3,507,981
Series C-1- none and 255,290 issued and outstanding as of December 31, 2021 and 2020(1)		–			4,550,977
Total temporary equity		–			9,360,458
Stockholders' equity:
Convertible, preferred stock, $.001 par value; 3,400,000 shares authorized;(1)
Series A- 66,667 issued and outstanding (1)		67			67
Common stock, $.001 par value; 41,666,667 shares authorized; 12,330,859 and 11,255,967 were issued and outstanding as of December 31, 2021 and 2020(1)		12,331			11,256
Additional paid-in capital		58,279,590			45,623,146
Treasury stock, at cost		(20,000	)		(20,000	)
Accumulated deficit		(35,731,359	)		(30,204,992	)
Total Vivakor, Inc. stockholders' equity		22,540,629			15,409,477
Noncontrolling interest		5,012,504			1,279,089
Total stockholders' equity		27,553,133			16,688,566
Total liabilities and stockholders’ equity and temporary equity	$	47,744,245		$	42,300,490

See accompanying notes to consolidated financial statements

F-223

Table of Contents

VIVAKOR, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(As Restated)


	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

Filing Compare · Vivakor, Inc.