VIVK 8-K
Vivakor, Inc. (VIVK)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K or this Report contains forward-looking statements. Any and all statements contained in this Report that are not statements of historical fact may be deemed forward-looking statements. Terms such as “may,” “might,” “would,” “should,” “could,” “project,” “estimate,” “pro-forma,” “predict,” “potential,” “strategy,” “anticipate,” “attempt,” “develop,” “plan,” “help,” “believe,” “continue,” “intend,” “expect,” “future” and terms of similar import (including the negative of any of the foregoing) may be intended to identify forward-looking statements. However, not all forward-looking statements may contain one or more of these identifying terms. Forward-looking statements in this Report may include, without limitation, statements regarding the plans and objectives of management for future operations.
The forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances, including the closing of the Membership Interest Purchase Agreement disclosed below, and may not be realized because they are based upon our current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences, many of which we have no control over. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties.
Readers are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them. We disclaim any obligation to update the forward-looking statements contained in this Report to reflect any new information or future events or circumstances or otherwise, except as required by law.
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| Item 1.01 | Entry Into Material Definitive Agreement. |
As previously reported, on May 8, 2026, Vivakor, Inc. (the “Company”) entered into a financing transaction with certain institutional investors (the “Investors”) under the terms of a Securities Purchase Agreement (the “SPA”) to issue and sell to each of the Investors promissory notes (the “Notes”), for aggregate gross proceeds to the Company of up to $12.0 million (the “Purchase Price”), before deducting fees to the placement agent, RBW Capital Partners LLC (a division of Dawson James Securities, Inc.) (“RBW”), and other expenses payable by the Company in connection with the offering (the “Offering”). The Notes have a principal amount of $15,000,000 (the “Principal Amount”), which consists of the Purchase Price plus $3,000,000 representing a 20% original issuance discount.
Pursuant to the SPA, the first half of the Purchase Price ($6,000,000) was paid in connection with the initial closing date (the “First Closing”), and second half of the Purchase Price ($6,000,000) was paid on July 16, 2026 (the “Second Closing”). The First Closing and Second Closing were conducted through the terms of an escrow agreement with a third-party escrow agent.
Under the terms of the SPA, the Company registered for resale all shares of its common stock that may be issued upon conversion of the Notes with respect to the First Closing and the Second Closing under the terms of a Registration Statement on Form S-1, which went effective with the SEC on July 16, 2026.
As previously reported, in addition to the SPA and the Note, on May 7, 2026, the Company entered into a standby equity purchase agreement (the “SEPA”) with one of the Investors (the “SEPA Investor”), under which the SEPA Investor has committed to purchase from the Company up to $100,000,000 of shares of the Company’s common stock in an equity line of credit (the “Equity Line”). Subject to the terms and conditions of the SEPA, the Company has the right from time to time at its discretion until the first day of the month following the 36-month period after the date of the SEPA (or earlier in the event the SEPA Investor shall have made payment of $100 million in Advances), to direct the SEPA Investor to purchase a specified amount of shares of common stock (each such sale, an “Advance”) by delivering written notice to the SEPA Investor (each, an “Advance Notice”). While there is no mandatory minimum amount for any Advance, it may not exceed the lesser of (i) an amount equal to one hundred percent (100%) of the average of the Daily Traded Amount (as defined in the SEPA) during the five consecutive Trading Days immediately preceding an Advance Notice, (ii) 30% of the Daily Traded Amount (as defined in the SEPA) and (iii) $1 million, and may not exceed 4.99% of the issued and outstanding shares of common stock. The shares of common stock purchased pursuant to an Advance will be purchased at a price equal to 94% of the lowest VWAP of the common stock during the three Trading Days following the applicable notice date. The Company may also deliver intraday purchase notices to the Investor, and the common stock purchased pursuant to an intraday Advance will be purchased at a price equal to 98% of the lowest traded price of the common stock during the intraday pricing period, as determined pursuant to the terms of the SEPA.
On July 15, 2026, the Company and the Investors entered into an Amendment No. 1 to the SPA, the Notes, and the SEPA (the “Amendment No. 1”), under which the Investors agreed to fund the Second Closing in return for the Company agreeing to maintain the $0.37 floor price in the investment documents after the Company’s 1-for-20 reverse stock split that went effective July 17, 2026.
This summary is not a complete description of all of the terms of the Amendment No. 1 and is qualified in its entirety by reference to the full text of the Amendment No. 1 a form of which is filed as Exhibits 10.1 hereto, which is incorporated by reference into this Item 1.01.
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| Item 3.02 | Unregistered Sales of Equity Securities. |
As previously reported, on August 12, 2025, the Company issued a convertible promissory note (the “Note”), to an accredited investor (the “Holder”), in the principal amount of $647,059. The Company received $550,000, before fees.
On July 21, 2026, the Company received a Notice of Conversion (the “Holder’s Notice of Conversion”) from one of the Holder converting an aggregate of $28,545 of the principal amount and interest due under the Notes into 33,000 shares of the Company’s common stock (the “Holder’s Shares”). Pursuant to the terms of the Note and the Holder’s Notice of Conversion, the Company issued the Holder’s Shares. The Holder’s Shares were issued without a Rule 144 restrictive legend pursuant to a legal opinion received by the Company and its transfer agent. The issuances of the foregoing securities were exempt from registration pursuant to Section 4(a)(2) of the Securities Act promulgated thereunder as the holder is an accredited investor and familiar with our operations.
As previously reported, between June 6, 2025 and June 9, 2025, the Company issued convertible promissory notes (the “Lender Notes”), to seven non-affiliated accredited investors (the “Lenders”), in the aggregate principal amount of $5,117,647.06 in connection with a Securities Purchase Agreement entered into by and between the Company and the Lenders (the “Lender SPA”). Under the terms of the Lender SPA and the Lender Notes, the Company received $4,350,000 prior to deducting customary fees.
On July 21, 2026, the Company received a Notice of Conversion from a Lender converting $27,680 of the amounts due under the Lender Notes into 32,000 shares of the Company’s common stock (the “Lender Shares”), respectively. Pursuant to the terms of the Lender Notes and the Notices of Conversion, the Company issued the Lender Shares. The Lender Shares were issued without a Rule 144 restrictive legend pursuant to a legal opinion received by the Company and its transfer agent. The issuances of the foregoing securities were exempt from registration pursuant to Section 4(a)(2) of the Securities Act promulgated thereunder as the holder is an accredited investor and familiar with our operations.
| Item 7.01 | Regulation FD Disclosure. |
On July 21, 2026, the Company issued a press release announcing its subsidiary, Vivakor Supply & Trading, LLC (“VST”), executed four new recurring physical crude oil purchase and sale transactions with two commercial counterparties. The full text of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference in this Item 7.01.
The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 is deemed to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
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| Item 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
| (d) | Exhibits |
| Exhibit No. | Title | |
| 10.1 | Amendment No. 1 to Securities Purchase Agreement, Convertible Notes and SEPA dated July 15, 2026 | |
| 99.1(1) | Press Release dated July 21, 2026 Announcing the Closing of Four New Crude Oil Purchase and Sale Transactions | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
| (1) | Exhibit is furnished and not filed, as described in Item 7.01. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VIVAKOR, INC. | |||
| Dated: July 21, 2026 | By: | /s/ James H. Ballengee | |
| Name: | James H. Ballengee | ||
| Title: | Chairman, President & CEO | ||
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Exhibit 10.1
AMENDMENT NO. 1 TO
SECURITIES PURCHASE AGREEMENTS, CONVERTIBLE PROMISSORY NOTES
AND STANDBY EQUITY PURCHASE AGREEMENT
This Amendment No. 1 to Securities Purchase Agreements, Convertible Promissory Notes and Standby Equity Purchase Agreement (this “Amendment”) is made and entered into effective as of the 15th day of July, 2026 (the “Effective Date”) by and between Vivakor, Inc., a Nevada corporation (the “Company”), and the holders of certain convertible promissory notes as identified on the signature pages hereto (the “Holders”) in order to amend the terms of those certain Securities Purchase Agreements (the “SPAs”), the Convertible Promissory Notes (the “Notes”), and the Standby Equity Purchase Agreement (the “SEPA”, together with the SPAs and Notes, the “Investment Documents”), between the Company and the Holders, each dated May 7, 2026. The Company and the Holders shall each be referred to herein as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, the Parties are parties to the Investment Documents, under which the Holders agreed to loan the Company $15,000,000 in aggregate principal under the Notes, and purchase additional common stock from the Company under the terms of the SEPA, in exchange for the Company executing the Investment Documents;
WHEREAS, under the Investment Documents the Floor Price of the common stock issuable under the Notes is $0.37 per share, subject to adjustment every six months but in no event less than $0.20 per share (the “Floor Price”);
WHEREAS, the Company has a proposed 20-for-1 reverse stock split pending with Nasdaq (the “Reverse Stock Split”);
WHEREAS, the Company has requested the Holders to fund the second tranche under the Notes (the “Second Funding Tranche”) prior to the Reverse Stock Split; and
WHEREAS, the Holders have agreed to fund the Second Funding Tranche upon an S-1 Registration Statement registering the shares underlying the conversion of Notes having been declared effective by the Securities and Exchange Commission (“SEC Effectiveness”), in exchange for a non-adjusted Floor Price of $0.37 immediately following the Reverse Stock Split.
NOW, THEREFORE, the Parties hereby agree as follows:
AGREEMENT
1. NON-ADJUSTMENT OF FLOOR PRICE:
(a) The Holders hereby agree to fund the Second Funding Tranche upon SEC Effectiveness, provided that the Company effectuate the Reverse Stock Split within one (1) trading day following SEC Effectiveness, in all cases subject to the default provisions of the Investment Documents.
(b) The Parties hereby agree to amend all relevant provisions of the Investment Documents such that the Floor Price under the Notes is not subject to adjustment pursuant to the Reverse Stock Split and remains at $0.37 immediately following the Reverse Stock Split. The language in Section 6 of the Notes reading “provided that in no event shall the Floor Price be adjusted below $0.20 per share” shall hereby be deleted from the Notes and of no further force and effect. Except as specifically set forth herein, the Floor Price remains subject to all other adjustments as provided in the Investment Documents.
2. REPRESENTATIONS, WARRANTIES AND AGREEMENTS BY HOLDERS: The Holders hereby represent, warrant and agree as follows:
(a) Organization and Authority of Holders. To the extent any Holder is an entity it is in good standing with its state of incorporation and all other states it does business. Such entity Holders have the requisite authority to enter into this Amendment and comply with its terms.
3. REPRESENTATIONS, WARRANTIES AND AGREEMENTS BY COMPANY: The Company hereby represents, warrants and agrees as follows:
(a) Organization and Authority of Company. The Company is in good standing with its state of incorporation and all other states it does business. The Company has all requisite authority to execute and deliver this Amendment and to carry out and perform its obligations under the terms of this Amendment.
(b) Shareholder Approval. The Company has obtained approval by a majority of the Company’s shareholders to issue in excess of 19.99% of the Company’s common stock under the Investment Documents, which approval covers the issuance of shares of the Company’s common stock that may be issued pursuant to this Amendment, such that no additional shareholder approval is required.
4. MISCELLANEOUS:
(a) Binding Agreement. The terms and conditions of this Amendment shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the Parties. Nothing in this Amendment, expressed or implied, is intended to confer upon any third party any rights, remedies, obligations, or liabilities under or by reason of this Amendment, except as expressly provided in this Amendment.
(b) Governing Law; Venue. All questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be governed by the internal laws of the State of Wyoming, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Wyoming or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Wyoming. Each party hereby irrevocably submits to the exclusive jurisdiction of the state or federal courts sitting in Manhattan, New York, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. EACH OF THE COMPANY AND THE HOLDERS HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AMENDMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
(c) Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
(d) Titles and Subtitles. The titles and subtitles used in this Amendment are used for convenience only and are not to be considered in construing or interpreting this Amendment.
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(e) Notices. All notices required or permitted hereunder shall be in writing with an email copy and shall be deemed effectively given: (a) upon personal delivery to the Party to be notified, (b) when sent by confirmed facsimile if sent during normal business hours of the recipient, if not, then on the next business day, or (c) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent as follows:
| If to the Company: | Vivakor, Inc. | ||
| Attn. Chief Executive Officer | |||
| 5220 Spring Valley Road, Ste 500 | |||
| Dallas, TX 75254 | |||
| Email: [email protected] | |||
| with a copy to: | Law Offices of Craig V. Butler | ||
| (which shall not constitute notice) | 300 Spectrum Center Drive, Ste 300 | ||
| Irvine, CA 92618 | |||
| Attn: Craig V. Butler, Esq. | |||
| Email: [email protected] | |||
| If to the Holders: |
To the address and email set forth on each Holder’s signature page hereto |
or to such other address as the Company or Holders may designate by ten (10) days advance written notice to the other Party hereto.
(f) Modification; Waiver. No modification or waiver of any provision of this Amendment or consent to departure therefrom shall be effective unless in writing and approved by the Company and the Holders.
(g) Entire Agreement; Successors. This Amendment constitutes the full and entire understanding and agreement between the Parties with regard to the subjects hereof and no Party shall be liable or bound to the other Party in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein. The representations, warranties and agreements contained in this Amendment shall be binding on and inure to the benefit of each Party’s respective successors, permitted assigns, heirs and legal representatives. To the extent any provisions of this Amendment conflict with the Investment Documents, the terms of this Amendment will control. All terms of the Investment Documents not amended by this Amendment will remain in full force and effect. Any defined terms not defined herein have the meaning subscribed to such term in the Investment Documents.
(h) Expenses. Each Party shall pay their own expenses incurred in connection with this Amendment. In addition, should either Party commence any action, suit or proceeding to enforce this Amendment or any term or provision hereof, then in addition to any other damages or awards that may be granted to the prevailing Party, the prevailing Party shall be entitled to have and recover from the other Party such prevailing Party’s reasonable attorneys’ fees and costs incurred in connection therewith.
(i) Currency. All currency is expressed in U.S. dollars.
[Signature pages follow.]
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In Witness Whereof, the Parties have executed this Amendment No. 1 to Securities Purchase Agreements, Convertible Promissory Notes and Standby Equity Purchase Agreement as of the date first written above.
| COMPANY: | ||
| VIVAKOR, INC. | ||
| A NEVADA CORPORATION | ||
| By: | ||
| Name: | James Ballengee | |
| Title: | Chief Executive Officer | |
[Signature page to Amendment No. 1 to Securities Purchase Agreements, Convertible Promissory Notes
and Standby Equity Purchase Agreement]
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In Witness Whereof, the Parties have executed this Amendment No. 1 to Securities Purchase Agreements, Convertible Promissory Notes and Standby Equity Purchase Agreement as of the date first written above.
| HOLDER: | ||
| SHAKAWE CAPITAL LLC | ||
| By: | ||
| Name: | Dmitriy Shapiro | |
| Title: | Authorized Agent | |
| Address for Notices: | 144 Hillside Village | |
|---|---|---|
| Rio Grande, PR 00745 | ||
| Email: | [email protected] |
[Signature page to Amendment No. 1 to Securities Purchase Agreements, Convertible Promissory Notes
and Standby Equity Purchase Agreement]
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In Witness Whereof, the Parties have executed this Amendment No. 1 to Securities Purchase Agreements, Convertible Promissory Notes and Standby Equity Purchase Agreement as of the date first written above.
| HOLDER: | ||
| SECURE NET CAPITAL LLC | ||
| By: | ||
| Name: | Alois Rubenbauer | |
| Title: | Manager | |
| Address for Notices: | 654 Plaza Ave. Luis Munoz | |
|---|---|---|
| Rivera, Suite 1130 | ||
| San Juan, PR 00918 | ||
| Email: |
[Signature page to Amendment No. 1 to Securities Purchase Agreements, Convertible Promissory Notes
and Standby Equity Purchase Agreement]
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Exhibit 99.1
VIVAKOR EXPANDS PHYSICAL CRUDE OIL MARKETING PLATFORM TO OVER
$700 MILLION WITH FOUR NEW RECURRING COMMERCIAL TRANSACTIONS
Four recurring transactions increase marketed volumes to 300,000 barrels per month
(3.6 million barrels annually) and are expected to generate approximately $289 million in
annualized commercial activity based on current market prices.
Dallas, TX – GlobeNewswire – July 21, 2026 – Vivakor, Inc. (Nasdaq: VIVK) (“Vivakor” or the “Company”), through its wholly owned subsidiary Vivakor Supply & Trading, LLC (“VST”), today announced the execution of four recurring physical crude oil purchase and sale transactions with two commercial counterparties. The transactions commence August 1, 2026, and continue through July 31, 2027, with month-to-month renewals thereafter.
The agreements expands VST’s recurring physical crude oil marketing activities across the Cushing and Midland crude oil markets while broadening the Company’s commercial counterparty relationships.
Transaction Summary
| Metric | Details | |
| Commercial Counterparties | Two | |
| Physical Transactions | Four | |
| Monthly Marketed Volume | 300,000 barrels | |
| Annual Marketed Volume | 3.6 million barrels | |
| Trading Locations | Enterprise Cushing & Enterprise Midland | |
| Contract Term | August 1, 2026 – July 31, 2027, then month-to-month | |
| Estimated Monthly Commercial Activity* | ~$24.1 million | |
| Estimated Annualized Commercial Activity* | ~$289.2 million |
| * | Based on current market pricing assumptions. Actual revenues will vary based on commodity prices, market differentials, delivered volumes and timing. |
Following these transactions, Vivakor has announced recurring commercial programs representing approximately $709 million in annualized commercial activity and approximately 8.1 million barrels of annual marketed crude oil volumes, based on current market pricing assumptions. These recurring commercial programs complement the Company’s transportation, terminaling and storage operations.
“These agreements represent another important milestone for Vivakor Supply & Trading. They increase our recurring marketed volumes, broaden our commercial relationships and further demonstrate our ability to execute our strategy of integrating commodity marketing with our transportation, terminaling and storage assets. We believe continued execution of this strategy will create long-term value for our shareholders.”
Consistent with standard physical commodity marketing transactions, VST only recognizes a small percentage of the total contract value as gross profit, reflecting its role as an intermediary in the physical crude oil supply chain. Accordingly, the gross profit recognized by VST will represent only a portion of the estimated commercial activity described above and will vary based on market conditions, commodity pricing, transaction structure and delivered volumes.
About Vivakor, Inc.
Vivakor, Inc. is an integrated provider of sustainable energy transportation, storage, reuse, and remediation services, operating one of the largest fleets of oilfield trucking services in the continental United States. Its corporate mission is to develop, acquire, accumulate, and operate assets, properties, and technologies in the energy sector. Vivakor’s integrated facilities assets provide crude oil, storage, transportation, reuse, and remediation services under long-term contracts. Once operational, Vivakor’s interest in oilfield waste remediation facilities will facilitate the recovery, reuse, and disposal of petroleum byproducts and oilfield waste products.
For more information, please visit our website: http://vivakor.com
Cautionary Statement Regarding Forward-Looking Statements
This news release may contain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements. Forward-looking statements may be identified but not limited by the use of the words “anticipates,” “expects,” “intends,” “plans,” “should,” “could,” “would,” “may,” “will,” “believes,” “estimates,” “potential,” or “continue” and variations or similar expressions. Our actual results may differ materially and adversely from those expressed in any forward-looking statements as a result of various factors and uncertainties, including, but not limited to, the expected transaction and ownership structure, the valuation of the transaction, the likelihood and ability of the parties to successfully and timely consummate planned acquisitions, the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect Vivakor or the expected benefits of the such transaction, our ability to maintain the listing of our securities on The Nasdaq Capital Market, the parties failure to realize the anticipated benefits of pending transactions, disruption and volatility in the global currency, capital, and credit markets, changes in federal, local and foreign governmental regulation, changes in tax laws and liabilities, tariffs, legal, regulatory, political and economic risks, our ability to successfully develop products, rapid change in our markets, changes in demand for our future products, and general economic conditions.
These risks and uncertainties include, but are not limited to, risks and uncertainties discussed in Vivakor’s filings with the U.S. Securities and Exchange Commission, which factors may be incorporated herein by reference. Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond our control. All information set forth herein speaks only as of the date hereof in the case of information about Vivakor and the Endeavor Entities or the date of such information in the case of information from persons other than Vivakor and the Endeavor Entities, and we disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding the Endeavor Entities industries and markets are based on sources we believe to be reliable; however, there can be no assurance these forecasts and estimates will prove accurate in whole or in part.
Investor Contact:
P:469-480-7175