Vivakor, Inc 10-Q for FY2025 Q3
Vivakor, Inc. (VIVK)
About this 10-Q
Vivakor, Inc filed this 10-Q on November 19, 2025, covering the quarter ended September 30, 2025 (FY2025 Q3).
Headline figures
Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $16.98M
- up 6.7% from $15.92M a year earlier
- Net loss
- $34.29M
- compared with a net loss of $1.69M a year earlier
- Diluted EPS
- -$2.09
- compared with -$0.06 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the Quarterly Period Ended
or
For the Transition Period from _________ to _________
Commission file number:
(Exact name of registrant as specified in its charter)
| (State or other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of exchange on which registered | ||
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” a “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act:
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
As of November 18, 2025, there were shares of the registrant’s common stock outstanding.
VIVAKOR, INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025
TABLE OF CONTENTS
i
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
VIVAKOR, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| September 30, 2025 |
December 31, 2024 |
|||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Cash - restricted | ||||||||
| Accounts receivable, net of allowance for credit losses of $ |
||||||||
| Accounts receivable - related party | ||||||||
| Prepaid expenses | ||||||||
| Marketable securities | ||||||||
| Inventories | ||||||||
| Total current assets | ||||||||
| Other assets | ||||||||
| Notes receivable | ||||||||
| Property and equipment, net | ||||||||
| Right of use assets - operating leases | ||||||||
| Intellectual property, net | ||||||||
| Customer relationships, net | ||||||||
| Goodwill | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Accounts payable and accrued expenses - related parties | ||||||||
| Accrued compensation | ||||||||
| Unearned revenue | ||||||||
| Operating lease liabilities, current | ||||||||
| Finance lease liabilities, current | ||||||||
| Loans and notes payable, current | ||||||||
| Loans and notes payable, current - related parties | ||||||||
| Total current liabilities | ||||||||
| Operating lease liabilities, long term | ||||||||
| Finance lease liabilities, long term | ||||||||
| Loans and notes payable, long term | ||||||||
| Loans and notes payable, long term-related parties | ||||||||
| Deferred tax liability | ||||||||
| Other liabilities | ||||||||
| Total liabilities | ||||||||
| Stockholders’ equity (deficit): | ||||||||
| Preferred stock, $ par value; shares authorized, and outstanding as of September 30, 2025 and December 31, 2024 | ||||||||
| Common stock, $ par value; shares authorized; and were issued and outstanding as of September 30, 2025 and December 31, 2024, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Treasury stock, at cost | ( |
) | ( |
) | ||||
| Accumulated deficit | ( |
) | ( |
) | ||||
| Total Vivakor, Inc. stockholders’ equity (deficit) | ||||||||
| Noncontrolling interest | ( |
) | ( |
) | ||||
| Total stockholders’ equity (deficit) | ||||||||
| Total liabilities and stockholders’ equity (deficit) | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements
1
VIVAKOR, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| Nine months ended September 30, |
Three months ended September 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues | ||||||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Revenues - related party | ||||||||||||||||
| Total revenues | ||||||||||||||||
| Cost of revenues | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| Sales and marketing | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Amortization and depreciation | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Other income (expense): | ||||||||||||||||
| Unrealized gain (loss) on marketable securities | ( |
) | ( |
) | ||||||||||||
| Gain (loss) on disposition of assets | ( |
) | ||||||||||||||
| Loss on conversion of debt | ( |
) | ( |
) | ( |
) | ||||||||||
| Interest income | ||||||||||||||||
| Interest expense | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Interest expense - related parties | ( |
) | ( |
) | ||||||||||||
| Other income | ( |
) | ( |
) | ||||||||||||
| Total other income (expense) | ( |
) | ( |
) | ( |
) | ||||||||||
| Loss before provision for income taxes | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Provision for income taxes | ( |
) | ||||||||||||||
| Consolidated net loss | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Less: Net loss attributable to noncontrolling interests | ( |
) | ( |
) | ( |
) | ||||||||||
| Net loss attributable to Vivakor, Inc. | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Series A Preferred Stockholder Dividends | ||||||||||||||||
| Net loss to common shareholders | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Basic and diluted net loss per share | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Basic weighted average common shares outstanding | ||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements
2
VIVAKOR, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(UNAUDITED)
| Series
A Preferred Stock |
Common Stock | Additional Paid-in |
Treasury | Accumulated | Non-controlling | Total Stockholders’ |
||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Stock | Deficit | Interest | Equity | ||||||||||||||||||||||||||||
| January 1, 2024 | $ | $ | $ | $ | ( |
) | $ | ( |
) | $ | $ | |||||||||||||||||||||||||
| Issuance of common stock for services | - | |||||||||||||||||||||||||||||||||||
| Issuance of common stock for cash | - | |||||||||||||||||||||||||||||||||||
| Issuance of common stock for a reduction of liabilities | - | |||||||||||||||||||||||||||||||||||
| Issuance of common stock on conversion of debt | - | |||||||||||||||||||||||||||||||||||
| Issuance of warrants for services | - | - | ||||||||||||||||||||||||||||||||||
| Stock based compensation | - | |||||||||||||||||||||||||||||||||||
| Stock based compensation - Consultant | - | |||||||||||||||||||||||||||||||||||
| Series A Preferred Stock issued as part consideration for the purchase of the Endeavor Entities | - | |||||||||||||||||||||||||||||||||||
| Common stock issued as part consideration for the purchase of the Endeavor Entities | - | |||||||||||||||||||||||||||||||||||
| Common stock distributable- Series A Preferred Stock Dividends | - | ( |
) | |||||||||||||||||||||||||||||||||
| Net loss | - | - | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||
| December 31, 2024 | $ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||||||||||
| Issuance of common stock for a reduction of liabilities | - | |||||||||||||||||||||||||||||||||||
| Issuance of common stock for legal settlement | ||||||||||||||||||||||||||||||||||||
| Stock based compensation | - | |||||||||||||||||||||||||||||||||||
| Stock based compensation - consultant | - | |||||||||||||||||||||||||||||||||||
| Common stock issued - Series A Preferred Stock Dividends | - | ( |
) | |||||||||||||||||||||||||||||||||
| Common stock distributable - Series A Preferred Stock Dividends | - | ( |
) | |||||||||||||||||||||||||||||||||
| Shares issued with debt | - | |||||||||||||||||||||||||||||||||||
| Shares issued with debt conversion | - | |||||||||||||||||||||||||||||||||||
| Consideration received for divestiture | ( |
) | ( |
) | - | ( |
) | ( |
) | |||||||||||||||||||||||||||
| Excess of consideration for divestiture over net assets transferred | - | - | - | - | 6,901,509 | - | - | - | 6,901,509 | |||||||||||||||||||||||||||
| Net loss | - | - | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||
| September 30, 2025 | $ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements
3
VIVAKOR, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Nine Months Ended September 30, |
||||||||
| 2025 | 2024 | |||||||
| OPERATING ACTIVITIES: | ||||||||
| Consolidated net loss | $ | ( |
) | $ | ( |
) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Stock-based compensation | ||||||||
| Stock-based compensation - consultant | ||||||||
| Unrealized (gain) loss - marketable securities | ( |
) | ||||||
| Loss on disposition of assets | ||||||||
| Loss on conversion of debt | ||||||||
| Gain on deconsolidation of subsidiary | ( |
) | ||||||
| Noncash interest charges | ||||||||
| Deferred income taxes | ||||||||
| Changes in operating assets and liabilities, net of impact from divestiture: | ||||||||
| Accounts receivable | ( |
) | ||||||
| Prepaid expenses | ( |
) | ( |
) | ||||
| Inventory | ( |
) | ||||||
| Other assets | ( |
) | ( |
) | ||||
| Right of use assets - finance leases | ( |
) | ||||||
| Right of use assets - operating leases | ||||||||
| Operating lease liabilities | ( |
) | ( |
) | ||||
| Accounts payable and accrued expenses | ||||||||
| Net cash provided by (used in) operating activities | ||||||||
| INVESTING ACTIVITIES: | ||||||||
| Return of cash for divestiture | ( |
) | ||||||
| Proceeds from sale of property and equipment | ||||||||
| Purchase of equipment | ( |
) | ||||||
| Net cash provided by (used in) investing activities | ( |
) | ||||||
| FINANCING ACTIVITIES: | ||||||||
| Payment on financing lease liabilities | ( |
) | ( |
) | ||||
| Proceeds from loans and notes payable | ||||||||
| Proceeds from loans and notes payable - related party | ||||||||
| Payment of notes payable | ( |
) | ( |
) | ||||
| Payment of notes payable - related party | ( |
) | ( |
) | ||||
| Proceeds from sale of common stock | ||||||||
| Net cash provided by (used in) financing activities | ( |
) | ||||||
| Net increase (decrease) in cash and cash equivalents | ( |
( |
||||||
| CASH AND CASH EQUIVALENTS, and CASH RESTRICTED, BEGINNING OF PERIOD | ||||||||
| CASH AND CASH EQUIVALENTS, and CASH RESTRICTED, END OF PERIOD | $ | $ | ||||||
| SUPPLEMENTAL CASHFLOW INFORMATION: | ||||||||
| Cash paid during the year for: | ||||||||
| Interest | $ | $ | ||||||
| Noncash transactions: | ||||||||
| Return of preferred stock as consideration for divestiture | $ | $ | ||||||
| Accounts payable on purchase of equipment | $ | $ | ||||||
| Issuance of related party notes payable for purchase of equipment | $ | $ | ||||||
| Capitalized interest on construction in process | $ | $ | ||||||
| Security deposits and reserves applied to finance lease liabilities | $ | $ | ||||||
| Common stock issued with debt | $ | $ | |
|||||
| Common stock issued for a reduction in liabilities | $ | |
$ | |||||
| Series A preferred shareholder stock dividends | $ | $ | ||||||
| Common stock issued for legal settlement | $ | $ | ||||||
| Common stock issued for services | $ | $ | ||||||
| Common stock issued on conversion of debt | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements
4
VIVAKOR, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1. Basis of Presentation
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, 2024 that were filed with our Form 10-K. 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 nine months ended September 30, 2025 are not necessarily indicative of the results expected for the full year ending December 31, 2025.
Business
Vivakor, Inc. (“Vivakor” or the “Company”) is an integrated provider of midstream services and environmental solutions within the oil and gas industry. The Company owns and operates a diversified portfolio of domestic midstream infrastructure assets in several of the nation’s largest oil-producing basins. As of September 30, 2025, the Company conducts its operations through three primary business segments: transportation and logistics, terminaling and storage services, and supply and trading.
The transportation and logistics segment includes the assets and activities used to gather and transport crude oil by truck and pipeline. The Company owns and operates ten crude-oil injection stations that connect to major pipeline systems in the Permian Basin, as well as crude-oil gathering and transportation assets in the Anadarko Basin (STACK play), including the 45-mile Omega Gathering Pipeline, which connects to the P66/Plains pipeline system with access to the Cushing, Oklahoma storage hub.
The terminaling and storage services segment consists of crude-oil terminal facilities in Colorado City, Texas, and Delhi, Louisiana. These terminals are located at key pipeline intersections and are designed to receive, store, gather, and distribute various grades of crude oil and related petroleum products.
The supply and trading segment purchases and resells crude oil, condensate, and related hydrocarbon products. These activities utilize the Company’s transportation and terminaling assets to support product marketing and distribution across its operating regions.
The Company is also developing an environmental services segment through the planned deployment of Remediation Processing Centers (“RPCs”) along the Gulf Coast. RPCs are designed to recover hydrocarbons from contaminated soils and tank-bottom sludges generated by upstream, midstream, and downstream operations. The first RPC is under construction at the San Jacinto River & Rail Park in Harris County, Texas. The remediation segment will be reflected in the Company’s operating structure upon commencement of commercial activity.
On October 1, 2024, we acquired Endeavor Crude, LLC, a Texas limited liability company, Equipment Transport, LLC, a Pennsylvania limited liability company, Meridian Equipment Leasing, LLC, a Texas limited liability company, and Silver Fuels Processing, LLC, a Texas limited liability company (collectively with their subsidiaries, the “Endeavor Entities”), making those entities wholly-owned subsidiaries, which gave us operations in several different areas of the midstream oil and gas industry. After the closing, our management and Board of Directors spent months reviewing all aspects of the Endeavor Entities’ assets and operations, including the synergies they have with our pre-acquisition operations and the debt related to certain of those assets and operations. In the event our management and Board of Directors determines some of those assets or operations do not fit organizationally with our other assets and operations then we may seek strategic alternatives with those certain assets and/or operations.
5
As a result of this strategic review, on July 30, 2025, we sold certain non-core business units of Meridian Equipment Leasing, LLC and Equipment Transport, LLC, both of which were subsidiaries included with the Endeavor Entities. These divestitures were made to streamline operations and allow the Company to focus on its core midstream transportation, terminaling, and environmental processing activities. See Note 2 for amounts related to the transaction.
Restricted Cash
The Company acquired an accounts receivable factoring agreement on October 1, 2024 in the acquisition of the Endeavor Entities, where the Company is required to maintain a reserve account with the factoring institution which is included as restricted cash.
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. For the nine months ended September 30, 2025, the Company evaluated, and determined that there was no trigger event, and therefore no impairment incurred. There can be no assurance 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 and Goodwill
We account for intangible assets and goodwill in accordance with ASC 350 “Intangibles-Goodwill and Other” (“ASC 350”). 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. The Company did not record any impairment charges for the nine months ending September 30, 2025.
Reclassifications
Certain reclassifications have been made to prior years’ amounts to conform to the 2025 presentation, including adjustments related to the purchase price allocation of accrued interest and principal note payable amounts.
Change in Segment Reporting
Beginning in the third quarter of 2025, the Company revised its reportable segment structure to align with the manner in which the chief operating decision maker evaluates performance and allocates resources. Previously, the Company reported operations under two segments: Transportation Logistics Services and Terminaling and Storage Facility Products and Services. Consistent with the restructuring, the Company now reports results across three (3) reportable segments that provide integrated midstream services related to the transfer, storage, and trading of crude oil and related products: (i) Transportation and Logistics, (ii) Terminaling and Storage, and (iii) Supply and Trading.
6
The Transportation and Logistics segment includes crude oil trucking and pipeline operations. The Terminaling and Storage segment consists of revenues from the operation of crude oil terminals in Colorado City, Texas, and Delhi, Louisiana. The Supply and Trading segment includes the purchase and sale of crude oil and related petroleum products, including activities under crude petroleum sales agreements initiated in late 2024.
The restructuring of the reportable business segments did not impact the Company’s consolidated financial statements for prior periods, other than reclassifications made to conform prior period segment information to the current presentation.
Revenue Recognition
Beginning in the third quarter of 2025, the Company began reporting revenue across its three reportable segments—Transportation and Logistics, Terminaling and Storage, and Supply and Trading, which together provide integrated midstream services related to the transfer, storage, and trading of crude oil and related products. The Transportation and Logistics segment was formerly referred to as Transportation Logistics, and the Supply and Trading segment reflects the expansion of activities in the purchase, sale, and distribution of crude oil and related petroleum products.
The following is disaggregated revenue by segment:
| Schedule of disaggregated revenue | ||||||||||||||||
| September 30, 2025 |
September 30, 2024 |
|||||||||||||||
| Segment | Three Months Ended | Nine Months Ended | Three Months Ended | Nine Months Ended | ||||||||||||
| Terminaling and storage | ||||||||||||||||
| Transportation and logistics | ||||||||||||||||
| Supply and Trading (1) | ||||||||||||||||
| (1) |
Related Party Revenues
Our revenue from related parties for the three months and nine months ended September 30, 2025 was $
We generate related party revenue primarily through the sale of crude oil and similar products, as well as through the provision of storage, pipeline throughput, and trucking logistics services under long-term contracts. These contracts were acquired in connection with our August 1, 2022 acquisition of Silver Fuels Delhi, LLC and White Claw Colorado City, LLC, and our October 1, 2024 acquisition of Silver Fuels Processing, LLC, Endeavor Crude, LLC, and Meridian Equipment Leasing, LLC. All related party contracts were entered into in the ordinary course of business and are conducted on terms consistent with those prevailing in comparable transactions with unrelated parties.
Major Customers and Concentration of Credit Risk
At September 30, 2025, the Company did not have any customers whose revenues represented more than 10% of total revenues. The Company had three individual customers that represented more than 10% of total accounts receivable individually, with an aggregate balance of $
7
Advertising Expenses
Advertising costs are expensed as incurred. The Company did not incur advertising expense for the three and nine months ended September 30, 2025 and 2024.
Basic net income (loss) per share is calculated by subtracting any preferred interest distributions from net income (loss) and dividing that amount by the weighted-average number of common shares outstanding during the period without consideration for common stock equivalents.
Diluted net income (loss) per common share is computed by dividing the net income (loss) by the weighted-average number of common share equivalents outstanding for the period determined using the treasury stock method if their effect is dilutive. Potential dilutive instruments have been excluded from the calculation of the weighted-average number of common shares outstanding when the Company is in a net loss position.
For the three and nine months ended September 30, 2025 and 2024 all potential dilutive instruments were excluded from the weighted-average calculation as they were antidilutive. As of September 30, 2025 and 2024, potentially dilutive instruments consisted of convertible notes payable convertible into approximately and shares of common stock, respectively; stock options and vesting or unissued stock awards granted to employees totaling and shares, respectively; and stock options and vesting or unissued stock awards granted to board members and consultants totaling and shares, respectively.
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, stock-based compensation, income taxes, effective interest rates related to long-term debt, lease assets and liabilities, valuation of stock used to acquire assets, derivatives, and fair values of the intangible assets and goodwill.
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. |
8
| Level 2: | Applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. |
| Level 3: | Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. |
The Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board’s (“FASB”) accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The carrying amounts reported in the consolidated balance sheets for marketable securities are classified as Level 1 assets due to observable quoted prices for identical assets in active markets. The carrying amounts reported in the consolidated balance sheets for cash, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their estimated fair market values based on the short-term maturity of these instruments. The recorded values of notes payable approximate their current fair values because of their nature, rates, and respective maturity dates or durations.
Note 2. Divestiture of Wholly Owned Subsidiaries
On July 30, 2025, the Company completed the divestiture of Meridian Equipment Leasing, LLC and Equipment Transport, LLC (together, the “divested entities”), two indirectly wholly owned subsidiaries (which were acquired by the Company in October 2024), pursuant to a Membership Interest Purchase Agreement (the “Purchase Agreement”) entered into with Jorgan Development, LLC (“Jorgan”). Under the Purchase Agreement, the Company sold all of the issued and outstanding membership interests in the divested entities. The divested entities were non-core subsidiaries, primarily engaged in the transportation of oilfield-produced water and related equipment leasing, activities that did not align with the Company’s strategic focus. The purchase price consisted of the Company’s Series A Convertible Preferred Stock, with a stated value of $
Because the entities are under common control, we did not record a gain on the sale. The consideration received for the divestiture of the businesses consisted solely of the return of
The amounts related to the transactions were as follows:
| Schedule of businesses consisted | ||||
| Net consideration received: | ||||
| Return of 11,058 shares of the Company’s Series A Preferred Stock | $ | |||
| Less: assets transferred | ||||
| Cash | ( |
) | ||
| Accounts receivable | ( |
) | ||
| Prepaid expenses | ( |
) | ||
| Inventories | ( |
) | ||
| Property and equipment, net | ( |
) | ||
| Right of use assets - operating leases | ( |
) | ||
| Other assets | ( |
) | ||
| Goodwill | ( |
) | ||
| Plus: liabilities transferred | ||||
| Accounts payable and accrued expenses | ||||
| Operating lease liabilities | ||||
| Finance lease liabilities | ||||
| Loans and notes payable | ||||
| Total net assets transferred | ( |
) | ||
| Excess of consideration received over net assets transferred, recorded to additional paid in capital | $ |
9
Note 3. Going Concern & Liquidity
We have historically suffered net losses and cumulative negative cash flows from operations, and as of September 30, 2025, we had an accumulated deficit of approximately $148.1
During the nine months ended September 30, 2025, subject to available cash flows, the Company continued its strategy to execute its business plan, including the operation of the Endeavor Entities (excluding those which were divested in the third quarter of 2025) which were acquired in the fourth quarter of 2024. To date we have financed our operations primarily through our operations, debt financing, and private and public equity offerings.
Based on the above, we believe there is substantial doubt about the Company’s ability to continue as a going concern. The Company has prepared the consolidated financial statements on a going concern basis. If the Company encounters unforeseen circumstances that place constraints on its capital resources, management will be required to take various measures to conserve liquidity. Management cannot provide any assurance that the Company will be able to execute its plans to raise additional capital, close its merger and acquisitions, or that its operations or business plan will be profitable.
Note 4. Property and Equipment
Property, plant and equipment consisted of the following:
| Schedule of property and equipment, net | |||||||||
| September 30, 2025 |
December 31, 2024 |
| |||||||
| Vehicles and trailers | $ | $ | |||||||
| Equipment | |||||||||
| Land | |||||||||
| Building | |||||||||
| Crude & NGL terminal and related equipment | |||||||||
| Crude Oil Transfer Stations | |||||||||
| Pipeline and related facilities | |||||||||
| Equipment under finance lease | |||||||||
| Construction in process: | |||||||||
| Wash plant facilities | |||||||||
| Remediation Processing Unit System A | |||||||||
| Remediation Processing Unit System B | |||||||||
| WCCC tank expansion | |||||||||
| Accumulated Depreciation | ( |
) | ( |
) | |||||
| Property, plant and equipment, net | $ | $ | |||||||
For the nine months ended September 30, 2025 and 2024, the Company recorded depreciation $
During the quarter ended September 30, 2025, after the divestiture on July 30, 2025, the Company purchased two groups of assets from Meridian Equipment Leasing, LLC (“Meridian”). The Company acquired $
10
Note 5. Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consist of the following:
| Schedule of accounts payable and accrued expenses | ||||||||
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Accounts payable | $ | $ | ||||||
| Accrued interest (various notes and loans payable) | ||||||||
| Accrued tax penalties and interest | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Accounts payable - related parties | $ | $ | ||||||
| Accrued interest (notes payable) - related parties | ||||||||
| Accounts payable and accrued expenses - related parties | $ | $ | ||||||
| Accrued compensation | $ | $ | ||||||
As of September 30, 2025 and December 31, 2024, our accounts payable are primarily made up of trade payables.
At September 30, 2025, the Company recorded a legal reserve of $
Additionally, as of September 30, 2025, and December 31, 2024, accounts payable for consulting services rendered totaled $
As of September 30, 2025, accrued compensation to current employees includes $
11
Note 6. Loans and Notes Payable
Loans and notes payable and their maturities consist of the following:
Third party debt:
| Schedule of loans and notes payable | ||||||||
| September 30, 2025 |
December 31, 2024 |
|||||||
| Various promissory notes and convertible notes | $ | $ | ||||||
| Various promissory notes for vehicle financing | ||||||||
| Blue Ridge Bank | ||||||||
| Small Business Administration | ||||||||
| Al Dali International for Gen. Trading & Cont. Co. | ||||||||
| RSF, LLC | ||||||||
| Justin Ellis | ||||||||
| Note payable to Pilot OFS Holdings, LLC (e) | ||||||||
| Business First Bank (e) | ||||||||
| Maxus Capital Group, LLC (d) | ||||||||
| Cedarview Opportunities Master Fund LP | ||||||||
| Curve Capital, LLC | ||||||||
| Clear Think Capital (b) | ||||||||
| Clear Think Capital (b) | ||||||||
| Agile Capital Funding, LLC | ||||||||
| Short term note (WSGS) (c) | ||||||||
| JJ Astor Note 1 (a) | ||||||||
| JJ Astor Note 2 (a) | ||||||||
| Total notes payable | $ | $ | ||||||
| Loans and notes payable, current | $ | $ | ||||||
| Loans and notes payable, long term | $ | $ | ||||||
12
Related party debt:
| Schedule of loans and notes payable related parties | ||||||||
| September 30, 2025 |
December 31, 2024 |
|||||||
| Jorgan Development, LLC | $ | $ | ||||||
| Ballengee Holdings, LLC | ||||||||
| James Ballengee | ||||||||
| Tyler Nelson | ||||||||
| Meridian Equipment Leasing, LLC (f) | ||||||||
| Meridian Equipment Leasing, LLC (f) | ||||||||
| Triple T Trading Company LLC | ||||||||
| Waskom, LLC (e) | ||||||||
| Total notes payable - related parties | $ | $ | ||||||
| Loans and notes payable, current - related parties | $ | $ | ||||||
| Loans and notes payable, long term - related parties | $ | $ | ||||||
| Schedule of maturities of loans and notes payable | ||||
| 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Thereafter | ||||
| Total | $ |
| (a) |
On July 9, 2025, the Company defaulted on Note 1 and entered into a Forbearance and Additional Loan Agreement with J.J. Astor & Co., retroactively effective to April 14, 2025. Under the agreement, the principal balance of Note 1 was increased by $615,178 to $6,766,961 with a corresponding charge to interest expense. Additionally, the interest rate was increased to 19% with a maturity date of January 7, 2026. The agreement also provided for the issuance of a new junior secured convertible promissory note (“Note 2”) with net gross proceeds of $4.4 million and a face amount of $5.94 million, a portion of which was withheld by the Lender to satisfy past-due and future installments under Note 1. The transaction was accounted for as a debt extinguishment under ASC 470-50, resulting in the write-off of approximately $2.8 million of unamortized original issue discount and deferred financing costs, all of which was recognized in interest expense. The newly issued debt was recorded at its face amount and will be amortized using the effective interest method. In addition, the Company recognized approximately $1.4 million of default-related fees as interest expense during the quarter ended September 30, 2025. |
13
|
During the quarter ended September 30, 2025, the Lender converted an aggregate of $1,100,000 of outstanding convertible debt into 7,039,685 shares of the Company’s common stock, valued at $2.2 million, at contractually discounted prices, resulting in a non-cash loss on conversion of debt of approximately $1.1 million.
The conversion price is variable and based on the Company’s future market price. Accordingly, the conversion option is required to be bifurcated from the debt instrument in accordance with ASC 815-15 and measured at fair value. As a result, the Company recorded a derivative liability of $8,728,527 as of September 30, 2025 with a corresponding charge to Loss on Conversion of Debt in the accompanying statement of operations for the three and nine months ended September 30, 2025. | ||
| (b) |
The Company entered multiple twelve-month convertible promissory notes in the second quarter 2025 for a total principal amount of $5,911,765, in connection with a Loan and Security Agreement entered into by and between the Company, its subsidiaries, and Clear Think Capital (“Clear Think”). The Company received $5,025,000, net of closing fees totaling $416,500. The notes mature twelve months from the date of issuance, have a 15% original issuance discount, have a one-time ten percent interest charge applied at the issuance date. In addition, the Company agreed to issue the holders 753,750 shares of common stock as additional consideration for the notes with a value of $595,963 which has been recorded as a debt discount.
During the third quarter of 2025, the Company issued an additional twelve-month convertible promissory note on August 12, 2025, with a principal amount of $647,059 and cash proceeds of $550,000, which reflects a similar original issue discount structure. The notes mature twelve months from the date of issuance and has a one-time ten percent interest charge applied at the issuance date. | |
| (c) |
|
| (d) | |
| (e) |
|
| (f) |
|
14
Note 7. Commitments and Contingencies
On February 11, 2025, we entered into a Consulting Agreement with WSGS, LLC for management consulting services. Under the terms of the Consulting Agreement, we will pay the consultant up to $1.3 million per year, payable in registered shares of our common stock under our 2023 Equity Incentive Plan. The Consulting Agreement is for an initial term of one year, with the option for a second year. The principal of WSGS, LLC is also a former officer and director of Empire Diversified Energy, Inc., a Delaware corporation, that we entered into an Agreement and Plan of Merger with on February 26, 2024, but has not closed, and E-Starts Money Co., a Delaware corporation, which is an investor in our common stock.
On February 10, 2025, we entered into a Side Letter related to our Executive Employment Agreement with our former Chief Financial Officer, Mr Nelson, originally dated June 13, 2024 and the Promissory Note issued to Mr. Nelson on the same date. The Side Letter amended and clarified Mr. Nelson’s Employment Agreement and the Promissory Note to: (i) clarify that effective October 1, 2024, Mr. Nelson’s Employment Agreement is with Vivakor Administration, LLC with all material obligations guaranteed by the Company, (ii) confirm that the Promissory Note remains a primary obligation of the Company; (iii) confirm that the Company’s payment obligations are triggered by fundraising by either the Company or its subsidiaries, extend the Promissory Note’s maturity date to June 30, 2025, and assess a 5% fee on the outstanding principal and interest due under the Promissory Note as of December 31, 2024 if the Promissory Note was not paid by that date, and (iv) to clarify that no taxable event will occur related to amounts due under the Promissory Note until those amounts are actually paid by the Company to Mr. Nelson. See Note 12 for additional information.
On February 10, 2025, the Company entered into Amendment No. 1 to the Employment Agreement with
On August 12, 2025, the Company entered into Amendment No. 2 to Mr. Patterson’s Employment Agreement, promoting him to Executive Vice President and Chief Operating Officer and revising certain compensation and employment terms. Under the amended agreement, Mr. Patterson is entitled to an annual base salary of $375,000 and annual equity compensation of not less than $125,000, payable in four equal quarterly installments in shares of the Company’s common stock issued under its 2023 Equity and Incentive Plan. Mr. Patterson also received a one-time signing bonus of $
On February 10, 2025, we entered into an Employment Agreement with
During the quarter ended September 30, 2025, the Company entered into a Forbearance Agreement with Maxus Capital Group, LLC in response to existing events of default under a financing arrangement previously used to acquire equipment. As part of the agreement, the Company paid a cash forbearance fee of $
During the quarter ended September 30, 2025, the Company, in consultation with external counsel, concluded that certain legal matters were probable and that related losses were reasonably estimable under ASC 450-20. As a result, the Company recorded a legal reserve of $5.0 million, included within Accounts Payable and Accrued Expenses, compared to zero at December 31, 2024. The reserve primarily reflects three legal settlements substantially negotiated in the fourth quarter of 2025 (totaling approximately $3.86 million, a portion of which had been previously accrued) as well as three additional matters for which an unfavorable outcome is considered probable. The recorded amounts represent management’s best estimate of the Company’s probable loss, and at this time the Company does not believe additional losses beyond the amounts accrued are reasonably possible. Further detail is not provided because disclosure could prejudice the Company’s position in ongoing negotiations and proceedings.
15
Stock Options & Awards
The Company recognizes share-based payments to employees, directors, and consultants in accordance with ASC 718, Compensation – Stock Compensation, which requires that all such awards be measured at fair value on the grant date and recognized as expense over the requisite service period, net of estimated forfeitures.
During the nine months ended September 30, 2025, the Company issued and accrued stock-based compensation as follows:
| ● | Chief Executive Officer (James Ballengee): In 2025, the Company issued shares of common stock (net of tax withholdings) under the CEO’s employment agreement for services rendered from October 28, 2024 through January 27, 2025. Under the renewed employment agreement, the Company is obligated to issue 688,891 shares of common stock for the employment period from October 28, 2024 through October 27, 2025, in four equal quarterly installments of 172,222 shares each (with a final installment of 172,225 shares). The Company issued 172,222 shares on February 27, 2025, and 172,222 shares on July 30, 2025, in accordance with the agreement. The remaining shares are scheduled to be issued in equal quarterly installments during the fourth quarter of 2025 and the first quarter of 2026. (Share counts represent gross shares prior to payroll tax withholdings.) |
| ● | Former Chief Financial Officer (Tyler Nelson): Under the CFO’s employment agreement, he was entitled to bonuses at various times and upon certain events, including an annual cash incentive bonus of $ |
| ● | Executive Vice President and Chief Operating Officer (Les Patterson): Pursuant to Amendment No. 1 to his employment agreement dated February 10, 2025, the Company issued shares of common stock valued at $. Under Amendment No. 2, executed August 12, 2025, Mr. Patterson was promoted to Executive Vice President and Chief Operating Officer and received a one-time signing bonus of $ |
| ● | Vice President of Human Resources: The Vice President of Human Resources is entitled to annual equity compensation of $, payable in equal quarterly installments of Company common stock issued under the 2023 Equity and Incentive Plan. |
| ● | Board of Directors: The Company granted quarterly equity awards to independent board members totaling shares for the nine months ended September 30, 2025. |
| ● | Consulting Agreement: On February 11, 2025, the Company entered into a Consulting Agreement with WSGS, LLC, under which compensation of up to $ million per year is payable in registered shares of common stock under the Company’s 2023 Equity and Incentive Plan. The agreement provides for stock-based compensation to be recognized over the contract term in accordance with ASC 718. |
Total stock-based compensation expense recognized for the nine months ending September 30, 2025, was $ related to employee awards, $ related to director awards, and $ related to consulting agreements.
16
The following table summarizes all stock option activity of the Company for the nine months ended September 30, 2025:
| Schedule of option activity | ||||||||||||
| Number of Shares |
Weighted Average Exercise Price |
Weighted Average Remaining Contractual Life (Years) |
||||||||||
| Outstanding, December 31, 2024 | $ | |||||||||||
| Granted | - | |||||||||||
| Exercised | - | |||||||||||
| Forfeited | - | |||||||||||
| Outstanding, September 30, 2025 | $ | |||||||||||
| Exercisable, December 31, 2024 | $ | |||||||||||
| Exercisable, September 30, 2025 | $ | |||||||||||
As of September 30, 2025 and 2024, the aggregate intrinsic value of the Company’s outstanding options was approximately . The aggregate intrinsic value will change based on the fair market value of the Company’s common stock.
Note 9. 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 $
Note 10. Related Party Transactions
On August 1, 2022, the Company closed the transaction that was the subject of a Membership Interest Purchase Agreement (the “MIPA”), with Jorgan Development, LLC, (“Jorgan”) and JBAH Holdings, LLC, (“JBAH” and, together with Jorgan, the “Sellers”), as the equity holders of Silver Fuels Delhi, LLC (“SFD”) and White Claw Colorado City, LLC (“WCCC”) whereby, the consideration for the membership interests included the notes in the amount of $
17
Under the remaining terms of the Notes, the principal and accrued interest were payable monthly based on Monthly Free Cash Flow generated by SFD and WCCC, as defined in the MIPA. 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 the lease obligations of SFD and WCCC. In connection with the Company’s divestiture of Meridian Equipment Leasing, LLC and Equipment Transport, LLC on July 30, 2025, the Company and Jorgan entered into an Amended and Restated Secured Promissory Note, effective that same date, which reduced the Company’s required monthly payment to Jorgan from 99% of Monthly Free Cash Flow to 50% of Monthly Free Cash Flow. All other material terms of the Notes remained unchanged. As of September 30, 2025 and December 31, 2024, the aggregate outstanding principal balance on the Notes issued to Jorgan was $
In the business combination which the Company acquired WCCC, the Company also assumed WCCC’s Oil Storage Agreement with White Claw Crude, LLC (“WC Crude”), an entity that shares a common beneficiary, James H. Ballengee, with Jorgan Development, LLC and JBAH Holdings, LLC. Under this agreement, WC Crude has the right, subject to the payment of service and maintenance fees, to store crude oil and other liquid hydrocarbons at a crude oil terminal operated by WCCC. WC Crude is required to pay a minimum fee of $
In the business combination which the Company acquired SFD, the Company assumed an amended Crude Petroleum Supply Agreement (“Supply Agreement”) with White Claw Crude, LLC (“WC Crude”), an entity that shares a common beneficiary, James H. Ballengee, with Jorgan Development, LLC and JBAH Holdings, LLC. Under the Supply Agreement, WC Crude supplies SFD with a minimum of 1,000 sourced barrels per day. The agreement provides that if SFD does not realize a margin of at least $5.00 per barrel upon resale of these volumes, WC Crude will pay SFD a deficiency payment equal to the difference between the realized margin and $5.00 per barrel. Conversely, if SFD realizes a margin in excess of $5.00 per barrel, SFD is required to remit a profit-sharing payment to WC Crude equal to 10% of the excess margin, multiplied by the number of barrels sold. The Supply Agreement expires on December 31, 2031. For the three months ended September 30, 2025 and 2024, the Company recorded crude oil purchases from WC Crude of $
In the business combination which the Company acquired SFD and WCCC, the Company entered into a Shared Services Agreement with Endeavor Crude, LLC (“Endeavor”), an entity that shares a common beneficiary, James H. Ballengee, with Jorgan Development, LLC and JBAH Holdings, LLC. Under this agreement, the Company had the right, but not the obligation, to utilize Endeavor for consulting and related services. Following the Company’s acquisition of Endeavor, the agreement was eliminated upon consolidation. For the nine months ended September 30, 2025 and 2024, Endeavor rendered services totaling $
The Company has an outstanding note payable to Triple T, an entity owned by Dr. Khalid Bin Jabor Al Thani, the
Upon the closing of our acquisition of the Endeavor Entities on October 1, 2024, the Company assumed a Trucking Transportation Agreement and Addendum with White Claw Crude, LLC (“WC Crude”), an entity that shares a common beneficiary, James H. Ballengee, with Jorgan Development, LLC and JBAH Holdings, LLC. Under this agreement, WC Crude is required, through its own operations or by sourcing from third parties on the Company’s behalf, to provide a minimum of 75,000 barrels per day for the Company’s trucking logistics services. The agreement expires on December 31, 2034. For the nine months ended September 30, 2025, the Company recognized related-party trucking revenue of $
18
Upon the closing of our acquisition of the Endeavor Entities on October 1, 2024, the Company acquired a Station Throughput Agreement with Posse Wasson, LLC (Posse Monroe, LLC) (“Posse”), an entity that shares a common beneficiary, James H. Ballengee, with Jorgan Development, LLC and JBAH Holdings, LLC. Under the agreement, Posse is required to source a minimum of 230,000 barrels per month through the Company’s storage facility at a fee of $0.275 per barrel, which guarantees a minimum of $759,000 of annual throughput revenue. The agreement expires on December 31, 2034. For the three and nine months ended September 30, 2025, the Company recognized $
Upon the closing of our acquisition of the Endeavor Entities on October 1, 2024, the Company acquired a Station Throughput Agreement with White Claw Crude, LLC (“WC Crude”), an entity that shares a common beneficiary, James H. Ballengee, with Jorgan Development, LLC and JBAH Holdings, LLC. Under the agreement, WC Crude is required to source a minimum of 200,000 barrels per month through the Company’s Omega Gathering Pipeline at a fee of $1.00 per barrel, which guarantees a minimum of $2,400,000 of annual throughput revenue. The agreement expires on December 31, 2034. For the three and nine months ended September 30, 2025, the Company recognized $
On July 30, 2025, the Company and certain affiliated entities, together with a related party, entered into a Forbearance Agreement with Maxus Capital Group, LLC. The related party, who serves as an executive officer and significant shareholder of the Company, was included among the obligors to the agreement. The Forbearance Agreement acknowledged existing events of default and provided for revised payment terms through November 2025. In connection with the agreement, the Company paid a forbearance fee of $
As previously disclosed, during the quarter ended September 30, 2025, the Company completed the divestiture of Meridian Equipment Leasing, LLC and Equipment Transport, LLC, two wholly owned subsidiaries, pursuant to a Membership Interest Purchase Agreement dated July 30, 2025. Various related-party notes and obligations associated with the divestiture are discussed in Note 6 — Loans and Notes Payable and should be read in conjunction with this note.
Note 11. Segments
As previously disclosed in our periodic filings with the SEC, the Company historically reported two business segments: crude oil transportation and facility services for terminaling and storage. In August 2024, the Company launched supply and trading activities, and beginning with the third quarter of 2025, management determined that these activities meet the criteria for a reportable operating segment under ASC 280. As a result, the Company now reports three operating segments: transportation and logistics services, terminaling and storage services, and supply and trading.
The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer. The CODM evaluates operating performance and allocates resources using segment gross profit, which is determined on the same basis as consolidated gross profit presented in the Company’s condensed consolidated statements of operations. The CODM does not review segment asset information in assessing performance or allocating resources; therefore, segment assets are not presented.
Beginning in the third quarter of 2025, the Company no longer reports “Corporate and Other” as a separate category, as these activities do not constitute an operating segment and are not separately reviewed by the CODM. Corporate-level expenses, including executive and shared services personnel costs, stock-based compensation, legal and audit expenses, and other overhead items, are now allocated to operating segments or included in consolidated results, as appropriate.
Segment revenue, significant segment expenses, segment gross profit, other income (expense), and income (loss) before income taxes for the three and nine months ended September 30, 2025 are presented below. Revenue generated from the newly formed Supply and Trading Segment was previously reported under the Terminaling and Storage segment in the Company’s earlier periodic reporting in 2025 and Product Revenue in 2024.
19
Three Months Ended September 30, 2025
| Schedule of segments | ||||||||||||||||
| Transportation and Logistics Segment |
Terminaling and Storage Segment |
Supply and Trading Segment |
Total |
|||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Revenues - related party | ||||||||||||||||
| Total revenues | ||||||||||||||||
| Cost of revenues | ||||||||||||||||
| Gross profit | $ | $ | $ | $ | ||||||||||||
Three Months Ended September 30, 2024
| Transportation and Logistics Segment |
Terminaling and Storage Segment |
Supply and Trading Segment |
Total Consolidated |
|||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Revenues - related party | ||||||||||||||||
| Total revenues | ||||||||||||||||
| Cost of revenues | ||||||||||||||||
| Gross profit | $ | $ | $ | $ | ||||||||||||
Nine Ended September 30, 2025
| Transportation and Logistics Segment |
Terminaling and Storage Segment |
Supply and Trading Segment |
Total |
|||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Revenues - related party | ||||||||||||||||
| Total revenues | ||||||||||||||||
| Cost of revenues | ||||||||||||||||
| Gross profit | $ | $ | $ | $ | ||||||||||||
Nine Ended September 30, 2024
| Transportation and Logistics Segment |
Terminaling and Storage Segment |
Supply and Trading Segment |
Total Consolidated |
|||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Revenues - related party | ||||||||||||||||
| Total revenues | ||||||||||||||||
| Cost of revenues | ||||||||||||||||
| Gross profit | $ | $ | $ | $ | ||||||||||||
20
Note 12. Subsequent Events
The Company has evaluated subsequent events through the date the financial statements were available to issue.
As previously reported, on March 17, 2025, the Company, issued a junior secured convertible promissory note (the “Initial Note”) to J.J. Astor & Co. (the “Lender”), in the principal amount of $
The Company received a number of conversion notices, converting amounts due under the Initial Note into shares of the Company’s common stock, namely:
| ● | On September 17, 2025, the Company received a Notice of Conversion to convert $ |
| ● | On September 26, 2025, the Company received a Notice of Conversion to convert $ |
| ● | On September 29, 2025, the Company received a Notice of Conversion to convert $ |
| ● | On October 2, 2025, the Company received a Notice of Conversion to convert $ |
| ● | On October 6, 2025, the Company received a Notice of Conversion to convert $ |
| ● | On October 10, 2025, the Company received a Notice of Conversion to convert $ |
| ● | On October 15, 2025, the Company received a Notice of Conversion to convert $ |
| ● | On October 16, 2025, the Company received a Notice of Conversion to convert $ |
| ● | On October 23, 2025, the Company received a Notice of Conversion to convert $ |
| ● | On November 7, 2025, the Company received a Notice of Conversion to convert $ |
| ● | On November 10, 2025, the Company received a Notice of Conversion to convert $ |
| ● | On November 14, 2025, the Company received a Notice of Conversion to convert $ |
| ● | On November 18, 2025, the Company received a Notice of Conversion to convert $ |
For each issuance the shares of common stock were issued without a Rule 144 restrictive legend pursuant to a legal opinion received by the Company and its transfer agent.
21
In addition to the above issuances, on October 2, 2025 the Company issued the Lender shares due as Commitment Shares under the Initial Note.
As previously reported, on July 9, 2025, the Company entered into a Forbearance and Amendment to Loan Agreement and Note with the Lender, which amended the terms of the Loan Agreement, Initial Note and RRA (the “First Forbearance Agreement”). Under the terms of the First Forbearance Agreement, the Lender agreed to loan us additional funds under a Second Junior Secured Promissory Note (the “Second Note”) and agreed to forbear any default under the Initial Note in exchange for certain consideration. The information regarding this transaction was filed in a Current Report on Form 8-K filed with the Commission on July 21, 2025.
On October 8, 2025, the Company entered into a Second Forbearance and Amendment to Loan Agreement and Notes, which amended the terms of the Loan Agreement, Initial Note, the RRA, the Second Note and the First Forbearance Agreement (the “Second Forbearance Agreement”). Under the terms of the Second Forbearance Agreement: (i) the Lender agreed to loan us an additional amount up to $
In connection with the Second Forbearance Agreement the Lender agreed to loan the Company up to an additional $2,450,000. On October 9, 2025, the Company entered and Lender into an Additional Junior Secured Convertible Note (the “Third Note”), under which the Company agreed to issue the Lender the Third Note in the principal amount of $
As previously reported, on August 12, 2025, the Company issued a convertible promissory note to a non-affiliated accredited investor (the “Holder”), in the aggregate principal amount of $
On October 16, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with institutional investors (the “Purchasers”), pursuant to which the Company agreed to issue and sell to the Purchasers in a registered direct offering (A) an aggregate of shares (the “Shares”) of common stock, par value $ per share (the “Common Stock”), of the Company, at an offering price of $
The Pre-Funded Warrants are immediately exercisable and may be exercised at a nominal consideration of $
22
The Pre-Funded Warrants contain ownership limitations pursuant to which a holder does not have the right to exercise any portion of their warrants if it would result in the holder (together with its affiliates) beneficially owning more than 4.99% (or, upon election by the holder prior to the issuance of any warrants, 9.99%) of the Company’s outstanding Common Stock.
In connection with the Offering, the Company also entered into a placement agency agreement (the “Placement Agency Agreement”) with D. Boral Capital LLC (the “Placement Agent”), pursuant to which the Company paid the Placement Agent (i) a cash fee equal to 7% of the aggregate gross proceeds of the Offering, (ii) one percent (1.0%) of the gross proceeds of the Offering for non-accountable expenses, and (iii) reimbursed the Placement Agent for certain expenses and legal fees.
The Common Shares, the Pre-Funded Warrants and the shares of Common Stock underlying the Pre-Funded Warrants were offered pursuant to a “shelf” registration statement on Form S-3 (File No. 333-269178) that was declared effective by the Securities and Exchange Commission (the “Commission”) on February 10, 2023 and a prospectus supplement dated October 16, 2025, which was filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended.
On October 22, 2025, Vivakor Supply & Trading, LLC (“VST”), a wholly-owned subsidiary of the Company, entered into a Physical Commodity Intermediation Agreement (the “Intermediation Agreement”) with a single non-affiliated wholesaler, pursuant to which VST the wholesaler will provide credit support, including but not limited to letters of credit, surety bonds, cash deposits, and/or guarantees to sellers of physical commodities as an intermediary of VST for commodity trading activities, with a total availability up to $40 million in combined credit support to be extended from time to time.
On October 17, 2025, the Company entered into a Settlement Agreement (the “Samuelson Settlement Agreement”) with James Samuelson (“Samuelson”), in order to settle claims made by Samuelson that he was not paid for work performed for the Company, which claims formed the basis of a lawsuit entitled James Samuelson v. Vivakor, Inc., James Ballengee, et al., Case No. 30-2025-01496877-CU-OE-CJC (Sup. Ct. Orange Cty., Cal.—July 14, 2025) (the “Samuelson Lawsuit”).
On October 30, 2025, the Company entered into a second securities purchase agreement (the “Second Purchase Agreement”) the Purchasers, pursuant to which the Company agreed to issue and sell to the Purchasers in a registered direct offering (A) an aggregate of shares (the “Second Offering Shares”) of Common Stock, of the Company, at an offering price of $
The Second Pre-Funded Warrants are immediately exercisable and may be exercised at a nominal consideration of $0.001 per share of Common Stock at any time until all of the Second Pre-Funded Warrants are exercised in full.
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The Second Pre-Funded Warrants contain ownership limitations pursuant to which a holder does not have the right to exercise any portion of their warrants if it would result in the holder (together with its affiliates) beneficially owning more than 4.99% (or, upon election by the holder prior to the issuance of any warrants, 9.99%) of the Company’s outstanding Common Stock.
In connection with the Second Offering, the Company also entered into a placement agency agreement (the “Second Placement Agency Agreement”) with Placement Agent, pursuant to which the Company paid the Placement Agent (i) a cash fee equal to 7% of the aggregate gross proceeds of the Second Offering, (ii) one percent (1.0%) of the gross proceeds of the Second Offering for non-accountable expenses, and (iii) reimbursed the Placement Agent for certain expenses and legal fees.
The Second Common Shares, the Second Pre-Funded Warrants and the shares of Common Stock underlying the Second Pre-Funded Warrants were offered pursuant to a “shelf” registration statement on Form S-3 (File No. 333-269178) that was declared effective by the Securities and Exchange Commission (the “Commission”) on February 10, 2023 and a prospectus supplement dated October 30, 2025, which was filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended.
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”).
On November 10, 2025, the
On November 10, 2025, Knapp resigned from this position as Secretary of the Company. As a result, the Board of Directors appointed Kimberly Hawley as the Company’s Secretary, effective November 10, 2025. Ms. Hawley is currently also the Company’s Executive Vice President and Chief Financial Officer.
As previously reported, on May 13, 2025, the Company,
issued a convertible promissory note (the “CT Note”) to ClearThink Capital Partners, LLC. (the “CT Partners”),
in the principal amount of $
On November 14, 2025, the Company received a Notice of Conversion
(the “CT Notice of Conversion”) from CT Partners converting $
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes a number of forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) that reflect management’s current views with respect to future events and financial performance. These statements are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by the Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used herein, the words “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “future,” “intend,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks relating to the Company’s business, industry, and the Company’s operations and results of operations. 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.
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 upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would 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, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. 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 we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, or performance. 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 SEC. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results 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 or the results of our future activities will not differ materially from our assumptions.
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As used in this Quarterly Report on Form 10-Q 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. We have the following direct and indirect wholly-owned or majority-owned active subsidiaries: Endeavor Crude, LLC, a Texas limited liability company (since October 1, 2024), Silver Fuels Processing, LLC, a Texas limited liability company (since October 1, 2024), Meridian Equipment Leasing, LLC, a Texas limited liability company (from October 1, 2024 to July 30, 2025), CPE Gathering Midcon (since October 1, 2024), LLC, a Delaware limited liability company, Equipment Transport, LLC, a Pennsylvania limited liability company (from October 1, 2024 to July 30, 2025), Gonzales Oilfield Truck & Equipment, LLC, a Delaware limited liability company, ET EmployeeCo, LLC, a Pennsylvania limited liability company, Silver Fuels Delhi, LLC, a Louisiana limited liability company, White Claw Colorado City, LLC, a Texas limited liability company, Vivaventures Remediation Corp., a Texas corporation, Vivaventures Management Company, Inc., a Nevada corporation, Vivaventures Oil Sands, Inc., a Utah corporation, Vivakor Supply & Trading, LLC, a Texas limited liability company, Vivakor Administration, LLC, a Texas limited liability company, Vivakor Midstream, LLC, a Texas limited liability company, Vivakor Operating, LLC, a Texas limited liability company, Vivakor Transportation, LLC, a Texas limited liability company, and VM Facilities, 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 us. We also have an approximate 49% ownership interest in Vivakor Middle East Limited Liability Company and Vivakor Company Limited Liability Company, both Qatar limited liability companies. Vivakor manages and consolidates RPC Design and Manufacturing LLC, which includes a non-controlling interest investment from VivaOpportunity Fund, LLC, which is also managed by VivaVentures Management Company, Inc.
Business Overview
Vivakor, Inc. (“Vivakor” or the “Company”) is a socially responsible operator, acquirer and developer of technologies and assets in the oil and gas industry, as well as related environmental solutions. Beginning in the third quarter of 2025, the Company revised its segment structure to better reflect the way management evaluates operating performance and allocates resources. As a result, the Company now reports three operating and reportable segments, transportation and logistics, terminaling and storage services, and supply and trading, compared with two segments reported in prior periods. The change primarily reflects the growth and increased operational significance of our supply and trading activities and enhances transparency into our operating performance. These segments work together to support the reliable movement of crude oil from production areas to key market hubs across the Permian Basin, Eagle Ford Basin, and mid-continent regions.
Our transportation and logistics services include the trucking and pipeline transportation of crude oil and related hydrocarbon products. Trucking operations are based in the DJ Basin, the STACK play in Central Oklahoma, and the Permian and Eagle Ford Basins in Texas, where our crude-oil trucking fleet transports volumes from production sites to our terminaling, storage, and blending facilities. We also operate the 45-mile Omega Gathering Pipeline in Blaine County, Oklahoma, which connects to the Plains STACK Pipeline and provides direct access to the Cushing, Oklahoma storage hub. These assets offer flexible and scalable crude-oil movement solutions that support our terminaling and supply activities across multiple producing regions.
Our terminaling and storage segment includes crude oil facilities in Colorado City, Texas, and Delhi, Louisiana, strategically located hubs at major pipeline intersections that support the receipt, handling, blending, storage, and distribution of crude oil and petroleum products. These terminals play a critical role in our midstream network and support our supply and trading activities.
Our supply and trading segment enhances our commercial reach by purchasing, aggregating, marketing and reselling crude oil, condensate, natural gas liquids and related hydrocarbon products. Operating as a core component of our integrated midstream platform, the segment connects production, transportation, terminaling, and end-market delivery.
The Company is also investing in future growth through the development of Remediation Processing Centers (“RPCs”), with our first facility under construction at the San Jacinto River & Rail Park in Harris County, Texas. Once operational, the RPC is expected to process oilfield solid wastes into economically valuable byproducts such as condensate, propane, and butane and will include an adjacent truck wash facility. The remediation segment will be reported separately and incorporated into operations upon commencement of commercial activity.
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Overall, our business strategy is centered on building an integrated midstream and environmental services platform that supports operational efficiency, enhances market access for customers, and positions the Company for long-term growth.
On October 1, 2024, we acquired Endeavor Crude, LLC, a Texas limited liability company, Equipment Transport, LLC, a Pennsylvania limited liability company, Meridian Equipment Leasing, LLC, a Texas limited liability company, and Silver Fuels Processing, LLC, a Texas limited liability company (collectively with their subsidiaries, the “Endeavor Entities”), making those entities wholly-owned subsidiaries, which gave us operations in several different areas of the midstream oil and gas industry. Our management and Board of Directors is currently reviewing all aspects of the Endeavor Entities’ assets and operations, including the synergies they have with our pre-acquisition operations and the debt related to certain of those assets and operations. In the event our management and Board of Directors determines some of those assets or operations do not fit organizationally with our other assets and operations then we may seek strategic alternatives with those certain assets and/or operations.
On July 30, 2025, we sold all of the issued and outstanding limited liability company membership interests in Meridian Equipment Leasing, LLC, a Texas limited liability company, and Equipment Transport, LLC, a Pennsylvania limited liability company (the “Water Trucking Sale”), pursuant to that certain Membership Interest Purchase Agreement of even date therewith by and between Vivakor Transportation, LLC, as Seller, and Jorgan Development, LLC, as Buyer (the “Water Trucking Sale Agreement”), in exchange for $11,058,235 USD paid in 11,058 shares of Series A Convertible Preferred Stock of Vivakor, Inc., which shares will no longer be considered outstanding or be entitled to the relevant annual dividend. The Buyer of such entities is controlled by James Ballengee, our Chairman, President, and Chief Executive Officer. The sale was subject to a one-time post-closing purchase price adjustment based on the sold subsidiaries’ financial results as reflected on Vivakor’s Form 10-Q Quarterly Report for the period ended June 30, 2025, however, no adjustment was required, and the consideration remained unchanged. Prior to consummating the Water Trucking Sale, we transferred certain assets and liabilities between companies and certain affiliates (namely James Ballengee and entities he controls) to comply with pre-existing debt covenants, facilitate crude oil trucking operations, and minimize potential operational disruption to our crude oil-focused businesses. In connection with the Water Trucking Sale, and among other agreements as further set forth in the Water Trucking Sale Agreement, (i) affiliates of Vivakor, and the Ballengee Family Office Affiliates, amended and restated that certain Transition Services Agreement dated October 1, 2024, to account for new and additional services to be provided by various parties thereto, (ii) the parties amended and restated that certain Secured Promissory Note dated August 15, 2022, by and between Vivakor, as Borrower, and Jorgan Development, LLC, as Lender, reducing the payments to Lender thereunder from ninety-nine percent (99%) of Monthly Free Cash Flow, as defined therein, to fifty percent (50%) of Monthly Free Cash Flow, and (iii) Mr. Ballengee and certain Ballengee Family Office Affiliates voluntarily suspended the right to receive dividends and distributions upon Series A Convertible Preferred Stock of Vivakor, Inc. held by them for the period from August 1, 2025 to January 1, 2026.
Recent Developments
As previously reported, on March 17, 2025, the Company, issued a junior secured convertible promissory note (the “Initial Note”) to J.J. Astor & Co. (the “Lender”), in the principal amount of $6,625,000 (the “Principal Amount”), in relation to a Loan and Security Agreement by and between the Company, its subsidiaries, and the Lender (the “Loan Agreement”). The Company received $5,000,000, before fees. The Company received the funds on March 18, 2025.
Beginning in September 2025 and continuing through November 18, 2025, the Lender delivered multiple conversion notices pursuant to the terms of the Initial Note. In aggregate, the Lender converted $4.05 million of outstanding principal into approximately 34.5 million shares of the Company’s common stock at contractually discounted conversion prices. Each issuance was made without a Rule 144 restrictive legend based on legal opinions obtained by the Company and its transfer agent.
In addition to the above issuances, on October 2, 2025 the Company issued the Lender 250,000 shares due as Commitment Shares under the Initial Note.
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As previously reported, on July 9, 2025, the Company entered into a Forbearance and Amendment to Loan Agreement and Note with the Lender, which amended the terms of the Loan Agreement, Initial Note and RRA (the “First Forbearance Agreement”). Under the terms of the First Forbearance Agreement, the Lender agreed to loan us additional funds under a Second Junior Secured Promissory Note (the “Second Note”) and agreed to forbear any default under the Initial Note in exchange for certain consideration. The information regarding this transaction was filed in a Current Report on Form 8-K filed with the Commission on July 21, 2025.
On October 8, 2025, the Company entered into a Second Forbearance and Amendment to Loan Agreement and Notes, which amended the terms of the Loan Agreement, Initial Note, the RRA, the Second Note and the First Forbearance Agreement (the “Second Forbearance Agreement”). Under the terms of the Second Forbearance Agreement: (i) the Lender agreed to loan us an additional amount up to $2,450,000, (ii) the Outstanding Principal Amount of the Initial Note was $2,259,319.89 and the Outstanding Principal Balance on the Second Note was $5,685,805.13 on the Forbearance Agreement Effective Date, (iii) the Lender provided notice of default to the under the Second Note, thereby accelerating all amounts due thereunder, (iv) the Lender agreed the Company was not in default of the Initial Note, Second Note or other Transaction Documents effective September 30, 2025 and to forbear declaring an Event of Default going forward and accelerating all amounts due under the Initial Note and the Second Note, subject to the Company complying with the terms of the Second Forbearance Agreement, (v) all amounts due under the Initial Note and the Second Note, with any accrued interest, will be due on or before November 30, 2025, (vi) interest under the Initial Note and Second Note will continue at the default interest rate of 19%, (vii) the conversion terms under the Initial Note and Second Note will remain on the Default Conversion Price under those instruments, and (viii) the Lender agreed to a standstill period until November 30, 2025, during which time the Lender will not declare an event of default or accelerate any payment obligations under the Initial Note or the Second Note, so long at the Company (a) pays interest at the Default Interest Rate on the Initial Note and the Second Note, (b) issues the Third Note to the Lender, and (c) pays in full all past due payments on the Initial Note and the Second Note on or before November 30, 2025.
In connection with the Second Forbearance Agreement the Lender agreed to loan the Company up to an additional $2,450,000. On October 9, 2025, the Company entered and Lender into an Additional Junior Secured Convertible Note (the “Third Note”), under which the Company agreed to issue the Lender the Third Note in the principal amount of $1,620,000, with the Company receiving proceeds of $1,152,000 before subtracting $53,000 for legal fees and origination fees. The Company is obligated to repay the principal amount, plus any interest, in forty-two equal installment payments of $38,572. The Company received the first funds from the Third Note on October 9, 2025 with the remainder received on October 10, 2025. As additional consideration for the Second Forbearance Agreement and the Third Note, the Company agreed to issue the Lender 286,000 shares of its common stock for $286 (the “Commitment Shares”).
As previously reported, on August 12, 2025, the Company issued a convertible promissory note to a non-affiliated accredited investor (the “Holder”), in the aggregate principal amount of $647,500 in connection with a Securities Purchase Agreement entered into by and between the Company and the Holder (the “SPA”). The Company received $550,000 in exchange for issuing the note. In connection with the issuance of the note, the Company agreed to issue the Holder 82,500 shares of its common stock as additional incentive to enter into the SPA and the note. The Company issued the shares with a restrictive legend on October 8, 2025.
On October 16, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with institutional investors (the “Purchasers”), pursuant to which the Company agreed to issue and sell to the Purchasers in a registered direct offering (A) an aggregate of 8,417,645 shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company, at an offering price of $0.2164 per share, and (B) 14,689,851 pre-funded warrants (the “Pre-Funded Warrants”) in lieu of shares of Common Stock, at an offering price of $0.2154 (such registered direct offering, the “Offering”) for aggregate gross proceeds of approximately $5 million, before deducting Offering expenses payable by the Company, including the Placement Agent’s commissions and fees. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes. The Offering closed on October 17, 2025.
The Pre-Funded Warrants are immediately exercisable and may be exercised at a nominal consideration of $0.001 per share of Common Stock at any time until all of the Pre-Funded Warrants are exercised in full.
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The Pre-Funded Warrants contain ownership limitations pursuant to which a holder does not have the right to exercise any portion of their warrants if it would result in the holder (together with its affiliates) beneficially owning more than 4.99% (or, upon election by the holder prior to the issuance of any warrants, 9.99%) of the Company’s outstanding Common Stock.
In connection with the Offering, the Company also entered into a placement agency agreement (the “Placement Agency Agreement”) with D. Boral Capital LLC (the “Placement Agent”), pursuant to which the Company paid the Placement Agent (i) a cash fee equal to 7% of the aggregate gross proceeds of the Offering, (ii) one percent (1.0%) of the gross proceeds of the Offering for non-accountable expenses, and (iii) reimbursed the Placement Agent for certain expenses and legal fees.
The Common Shares, the Pre-Funded Warrants and the shares of Common Stock underlying the Pre-Funded Warrants were offered pursuant to a “shelf” registration statement on Form S-3 (File No. 333-269178) that was declared effective by the Securities and Exchange Commission (the “Commission”) on February 10, 2023 and a prospectus supplement dated October 16, 2025, which was filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended.
On October 22, 2025, Vivakor Supply & Trading, LLC (“VST”), a wholly-owned subsidiary of the Company, entered into a Physical Commodity Intermediation Agreement (the “Intermediation Agreement”) with a single non-affiliated wholesaler, pursuant to which VST the wholesaler will provide credit support, including but not limited to letters of credit, surety bonds, cash deposits, and/or guarantees to sellers of physical commodities as an intermediary of VST for commodity trading activities, with a total availability up to $40 million in combined credit support to be extended from time to time.
On October 17, 2025, the Company entered into a Settlement Agreement (the “Samuelson Settlement Agreement”) with James Samuelson (“Samuelson”), in order to settle claims made by Samuelson that he was not paid for work performed for the Company, which claims formed the basis of a lawsuit entitled James Samuelson v. Vivakor, Inc., James Ballengee, et al., Case No. 30-2025-01496877-CU-OE-CJC (Sup. Ct. Orange Cty., Cal.—July 14, 2025) (the “Samuelson Lawsuit”). Under the terms of the Samuelson Settlement Agreement the Company is obligated to pay Samuelson $100,000 on or before January 30, 2026, and issue Samuelson shares of its common stock as follows: (i) $400,000 worth of shares on October 24, 2025, (ii) $400,000 worth of stock on November 3, 2025, (iii) $400,000 worth of stock on November 13, 2025, and (iv) $350,000 worth of stock on November 24, 2025 (together, the “Samuleson Shares”). The Samuelson Shares will be issued unrestricted under the Company’s 2023 Equity Incentive Plan and registered on a Form S-8 Registration Statement and valued with an issuance price equal to a 20 percent discount of the average of the lowest 5 VWAPs over the prior 15 trading days prior to each issuance date. The sale of the Samuelson Shares by Samuelson is subject to a Leak-Out Agreement, under which Samuelson cannot, in any 24-hour period, sell the Samuelson Shares in an amount representing more than the greater of (i) the total aggregate daily net proceeds from the sale of shares equaling $25,000; (ii) 10% of the 90-day average trading volume; or (iii) 10% of any given days’ trading volume as reported by Bloomberg, LP on the applicable day. As a result of the Samuelson Settlement Agreement, all dates and deadlines related to the Samuelson Lawsuit have been taken off calendar by the Court, which will retain jurisdiction of the Samuelson Lawsuit through the final payment of the Samuelson Settlement Agreement consideration.
On October 30, 2025, the Company entered into a second securities purchase agreement (the “Second Purchase Agreement”) the Purchasers, pursuant to which the Company agreed to issue and sell to the Purchasers in a registered direct offering (A) an aggregate of 10,600,000 shares (the “Second Offering Shares”) of Common Stock, of the Company, at an offering price of $0.18 per share, and (B) 3,566,666 pre-funded warrants (the “Second Pre-Funded Warrants”) in lieu of shares of Common Stock, at an offering price of $0.179 (such registered direct offering, the “Second Offering”) for aggregate gross proceeds of approximately $2.55 million, before deducting the Second Offering expenses payable by the Company, including the Placement Agent’s commissions and fees. The Company intends to use the net proceeds from the Second Offering for working capital and general corporate purposes. The Second Offering closed on October 31, 2025.
The Second Pre-Funded Warrants are immediately exercisable and may be exercised at a nominal consideration of $0.001 per share of Common Stock at any time until all of the Second Pre-Funded Warrants are exercised in full.
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The Second Pre-Funded Warrants contain ownership limitations pursuant to which a holder does not have the right to exercise any portion of their warrants if it would result in the holder (together with its affiliates) beneficially owning more than 4.99% (or, upon election by the holder prior to the issuance of any warrants, 9.99%) of the Company’s outstanding Common Stock.
In connection with the Second Offering, the Company also entered into a placement agency agreement (the “Second Placement Agency Agreement”) with Placement Agent, pursuant to which the Company paid the Placement Agent (i) a cash fee equal to 7% of the aggregate gross proceeds of the Second Offering, (ii) one percent (1.0%) of the gross proceeds of the Second Offering for non-accountable expenses, and (iii) reimbursed the Placement Agent for certain expenses and legal fees.
The Second Common Shares, the Second Pre-Funded Warrants and the shares of Common Stock underlying the Second Pre-Funded Warrants were offered pursuant to a “shelf” registration statement on Form S-3 (File No. 333-269178) that was declared effective by the Securities and Exchange Commission (the “Commission”) on February 10, 2023 and a prospectus supplement dated October 30, 2025, which was filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended.
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 is 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.
On November 10, 2025, the Company entered into a Transition Agreement (the “Transition Agreement”) with Patrick Knapp (“Knapp”), the Company’s former Executive Vice President, General Counsel and Secretary, related to Knapp’s resignation from all positions he holds with the Company. Under the terms of the Transition Agreement the Company is obligated to pay Knapp as full satisfaction of all alleged wages owed, bonuses, severance, unpaid benefits, etc. and any alleged non-wage damages: (i) $50,000 on the date of the Transition Agreement, (ii) $50,000 on or before December 31, 2025, and (iii) $100,000 worth of the Company’s common stock within three (3) trading days from the date of the Transition Agreement, which shares will be priced per share based on the average closing price for the three (3) prior exchange-traded days. If requested by Knapp, the Company is obligated to issue Knapp additional shares of common stock until Knapp receives $100,000 from the sale of the common stock if he does not receive that amount from the sale of the initial shares. The shares will be issued unrestricted under the Company’s 2023 Equity Incentive Plan as registered on a Form S-8 Registration Statement.
On November 10, 2025, Knapp resigned from this position as Secretary of the Company. As a result, the Board of Directors appointed Kimberly Hawley as the Company’s Secretary, effective November 10, 2025. Ms. Hawley is currently also the Company’s Executive Vice President and Chief Financial Officer.
Reclassifications
Certain reclassifications have been made to prior years’ amounts to conform to the 2025 presentation, including adjustments related to the purchase price allocation of accrued interest and principal note payable amounts to conform to the 2025 presentation.
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Change in Segment Reporting
Beginning in the third quarter of 2025, we revised our segment reporting structure to better reflect how the chief operating decision maker evaluates performance and allocates resources across the business. Historically, we reported two operating segments: crude oil transportation and terminaling and storage services. In August 2024, we launched supply and trading activities, and during the third quarter of 2025, management determined that these activities had expanded sufficiently in scope and scale to meet the criteria for a reportable operating segment under ASC 280. As a result, beginning with this quarterly period, we now report three operating segments: transportation and logistics, terminaling and storage services, and supply and trading. Revenue generated from supply and trading were previously reported under Terminaling and Storage in 2025 and Product Revenue in 2024.
Concurrent with this change, we no longer report “Corporate and Other” as a separate category, as these activities do not represent an operating segment and are not separately reviewed by our chief operating decision maker. Corporate expenses, including executive and shared services personnel, stock-based compensation, professional fees, and other overhead costs, are now allocated to the operating segments or reflected in consolidated results, as appropriate.
Our chief operating decision maker uses segment gross profit as the primary measure of performance for evaluating operating results and making decisions regarding the allocation of capital and resources. The change in segment structure aligns our external reporting with the manner in which management now views and manages the business following the expansion of our commercial and trading platform.
The results discussed below reflect the updated segment structure for all current-period activity. Prior-period segment information has been recast, where applicable, to conform to the current presentation.
The change in reportable segments did not impact the Company’s consolidated financial statements for prior periods other than reclassifications to conform prior period segment information to the current presentation.
Results of Consolidated Operations for the three months ended September 30, 2025 and 2024
Revenue
For the three months ended September 30, 2025 and 2024 we realized revenues of $16,981,385 and $15,916,423, respectively, representing an increase of $1,064,962 or 6.7%. The increase in revenue is primarily attributed to higher activity within our transportation and logistics and terminaling and storage services segments realized through the operations of our newly acquired Endeavor Entities’ businesses, which were acquired through our business combination, which closed on October 1, 2024.
Cost of Revenue
For the three months ended September 30, 2025 and 2024, our cost of revenues consisted primarily of costs associated with selling the purchase and sale of crude oil and related hydrocarbon products as well as the operations from our newly acquired businesses in transportation and logistics and terminaling and storage services, which was acquired through our business combination which closed on October 1, 2024.
For the three months ended September 30, 2025 and 2024, costs of revenue were $12,261,886 and $14,190,073, respectively, representing a decrease of $1,928,187 or 13.59%. The decrease in the cost of revenue is primarily attributed to the cost of goods sold for our transportation and logistics and terminaling and storage services segments realized through the operations from our newly acquired Endeavor Entities’ businesses, which were acquired through our business combination, which closed on October 1, 2024.
Gross Profit
For the three months ended September 30, 2025 and 2024 we realized gross profit of $4,719,499 and $1,726,350, respectively, representing an increase of $2,993,149 or 173%. The gross profit increased in proportion to the revenue and costs of revenue related activity within our transportation and logistics and terminaling and storage services segments realized through the operations of our newly acquired Endeavor Entities’ businesses, which were acquired through our business combination, which closed on October 1, 2024.
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Operating Expenses
For the three months ended September 30, 2025 and 2024, we realized operating expenses of $13,750,500 and $3,684,987, which represents an increase of $10,065,513, or 273%. The increase was primarily driven by the inclusion of operating costs from the Endeavor Entities acquired on October 1, 2024, as well as a $5.0 million legal reserve recorded during the quarter for matters determined to be probable and reasonably estimable.
Interest Expense and Loss on Conversion of Debt
For the three months ended September 30, 2025 and 2024, we realized total interest expense of $14,439,961 and $641,244, which represents an increase of $13,798,717, or 2,152%. The increase was primarily driven by refinancing and forbearance arrangements entered into during the period, which resulted in the recognition of unamortized original issue discount and deferred financing cost write-offs, along with default-related fees. Interest expense also increased due to finance lease and debt obligations assumed in the acquisition of the Endeavor Entities on October 1, 2024, as well as the effects of the Maxus Capital Group forbearance agreement.
In addition to higher interest expense, we recognized a loss on conversion of debt of $9,828,868 during the three months ended September 30, 2025, compared to $177,550 during the three months ended September 30, 2024. The loss resulted from (i) the conversion of $1.1 million of outstanding convertible debt into common stock at contractually discounted conversion prices significantly below market value, creating a non-cash charge for the excess fair value of shares issued, and (ii) the recognition of an estimated derivative liability associated with the remaining convertible notes due to the lender’s ability to convert the debt at discounted default-based conversion prices. This derivative liability is reflected within Other Liabilities on the condensed consolidated balance sheet and totaled $8,728,527 as of September 30, 2025.
Unrealized Gain/Loss on Marketable Securities
For the three months ended September 30, 2025 and 2024, we reported an unrealized loss of $170,674 and an unrealized gain of $826,377, which represents an increase of $977,051. Our marketable securities were considered to be traded on an active market and were accounted for at a fair value based on the quoted prices in the active markets resulting in aggregate unrealized gains or losses as noted above.
Segment Operating Results for the three months ended September 30, 2025 and 2024
Operating Results of our Terminaling and Storage Segment:
Terminaling and Storage Segment - For the three months ended September 30, 2025
| 2025 | 2024 | Change ($) |
Change (%) |
|||||||||||||
| Revenues | $ | - | $ | - | $ | - | 100 | % | ||||||||
| Revenues - related party | 923,047 | - | 923,047 | 100 | % | |||||||||||
| Total revenues | 923,047 | - | 923,047 | 100 | % | |||||||||||
| Cost of revenues | 345,412 | - | 345,412 | 100 | % | |||||||||||
| Gross profit | $ | 577,635 | $ | - | $ | 577,635 | 100 | % | ||||||||
The Terminaling & Storage Segment generated $0.9 million of total revenues for the three months ended September 30, 2025, all of which was earned from related-party storage and throughput arrangements. This segment had no activity in the prior-year period, as it was acquired as part of the Endeavor Entities on October 1, 2024. Cost of revenues totaled $0.3 million, resulting in gross profit of $0.6 million for the quarter. Revenue generated from Supply and Trading were previously reported under terminaling and storage in prior reporting periods in 2025 and product revenue in 2024.
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Operating Results of our Transportation Logistics Segment:
Transportation & Logistics - For the three months ended September 30, 2025
| 2025 | 2024 | Change ($) |
Change (%) |
|||||||||||||
| Revenues | $ | 4,743,919 | $ | - | $ | 4,743,919 | 100 | % | ||||||||
| Revenues - related party | 2,460,969 | - | 2,460,969 | 100 | % | |||||||||||
| Total revenues | 7,204,888 | - | 7,204,888 | 100 | % | |||||||||||
| Cost of revenues | 5,852,860 | - | 5,852,860 | 100 | % | |||||||||||
| Gross profit | $ | 1,352,027 | $ | - | $ | 1,352,027 | 100 | % | ||||||||
The Transportation & Logistics Segment generated $7.2 million in total revenues for the three months ended September 30, 2025, including $2.5 million of related-party revenue. This segment had no revenue in the prior-year period, as it was acquired as part of the Endeavor Entities on October 1, 2024.
Cost of revenues totaled $5.9 million, resulting in gross profit of $1.35 million for the quarter. Revenue and gross profit reflect continued trucking and pipeline transportation activity across the Permian, Eagle Ford, DJ Basin, and STACK play following integration of the Endeavor operations.
Operating Results of our Supply and Trading Segment:
Supply & Trading Segment - For the three months ended September 30, 2025
| 2025 | 2024 | Change ($) |
Change (%) |
|||||||||||||
| Revenues | $ | 8,853,451 | $ | 4,775,771 | $ | 4,077,680 | 85 | % | ||||||||
| Revenues - related party | - | 11,140,652 | (11,140,652 | ) | -100 | % | ||||||||||
| Total revenues | 8,853,451 | 15,916,423 | (7,062,972 | ) | -44 | % | ||||||||||
| Cost of revenues | 6,063,614 | 14,190,073 | (8,126,459 | ) | -57 | % | ||||||||||
| Gross profit | $ | 2,789,837 | $ | 1,726,350 | $ | 1,063,487 | 62 | % | ||||||||
The Supply & Trading Segment generates revenue from the purchase, blending, and resale of crude oil and related hydrocarbon products. Revenues were $8.9 million for the three months ended September 30, 2025, compared to $15.9 million in 2024, a decrease of $7.1 million, or 44%, primarily due to lower sales volumes and the absence of related-party transactions that contributed to higher revenues in the prior year. Revenue generated from supply and trading were previously reported under terminaling and storage in 2025 and Product Revenue in 2024.
Cost of revenues decreased 57%, from $14.2 million in 2024 to $6.1 million in 2025, largely reflecting the decrease of in total revenues for the same period.
As a result, segment gross profit increased to $2.8 million for the three months ended September 30, 2025, compared to $1.7 million in 2024, an increase of $1.1 million, or 62%.
Crude-oil sales values within this segment continue to be influenced by domestic benchmark pricing and quality differentials associated with blended crude streams, while profitability is driven primarily by blend economics, sourcing costs, and market demand for specific crude qualities.
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Results of Consolidated Operations for the nine months ended September 30, 2025 and 2024
Revenue
For the nine months ended September 30, 2025 and 2024 we realized revenues of $83,421,122 and $48,118,936, respectively, representing an increase of $35,302,186 or 221.79%. The increase in revenue is primarily attributed to higher activity within our transportation and logistics and terminaling and storage services segments realized through the operations of our newly acquired Endeavor Entities’ businesses, which were acquired through our business combination, which closed on October 1, 2024.
Cost of Revenue
For the nine months ended September 30, 2025 and 2024, our cost of revenues consisted primarily of costs associated with selling the purchase and sale of crude oil and related hydrocarbon products as well as the operations from our newly acquired businesses in transportation and logistics and terminaling and storage services, which was acquired through our business combination which closed on October 1, 2024.
For the nine months ended September 30, 2025 and 2024, the costs of revenue were $69,363,520 and $44,213,635, respectively, representing an increase of $25,149,885 or 177.24%. The increase in the cost of revenue is primarily attributed to the cost of goods sold for our transportation and logistics and terminaling and storage services segments realized through the operations from our newly acquired Endeavor Entities’ businesses, which were acquired through our business combination, which closed on October 1, 2024.
Gross Profit
For the nine months ended September 30, 2025 and 2024 we realized gross profit of $14,057,602 and $3,905,301, respectively, representing an increase of $10,152,301 or 588.08%. The gross profit increased in proportion to the revenue and costs of revenue related activity within our transportation and logistics and terminaling and storage services segments realized through the operations of our newly acquired Endeavor Entities’ businesses, which were acquired through our business combination, which closed on October 1, 2024.
Operating Expenses
For the nine months ended September 30, 2025 and 2024, we realized operating expenses of $36,307,795 and $10,333,274, which represents an increase of $25,974,521, or 704.87%. The increase was primarily driven by the inclusion of operating costs from the Endeavor Entities acquired on October 1, 2024, as well as a $5.0 million legal reserve recorded during the quarter for matters determined to be probable and reasonably estimable.
Interest Expense and Loss on Conversion of Debt
For the nine months ended September 30, 2025 and 2024, we realized total interest expense of $20,007,869 and $1,565,231, which represents an increase of $18,442,638, or 2,876.07%. The increase was primarily driven by refinancing and forbearance arrangements entered into during the period, which resulted in the recognition of unamortized original issue discount and deferred financing cost write-offs, along with default-related fees. Interest expense also increased due to finance lease and debt obligations assumed in the acquisition of the Endeavor Entities on October 1, 2024, as well as the effects of the Maxus Capital Group forbearance agreement.
In addition to higher interest expense, we recognized a loss on conversion of debt of $9,828,868 during the nine months ended September 30, 2025, compared to $0 on September 30, 2024. The loss reflects (i) the conversion of a portion of outstanding convertible debt into common stock at contractually discounted conversion prices significantly below market value, resulting in a non-cash charge for the excess fair value of shares issued, and (ii) the recognition of a derivative liability associated with the remaining convertible notes due to the lender’s ability to convert the debt at similarly discounted prices. This derivative liability is reflected within Other Liabilities on the condensed consolidated balance sheet and totaled $8,728,527 as of September 30, 2025.
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Unrealized Gain/Loss on Marketable Securities
For the nine months ended September 30, 2025 and 2024, we reported an unrealized loss of $249,080 and an unrealized gain of $743,739, which represents a decrease of $992,819, or 120.14%. Our marketable securities were considered to be traded on an active market and were accounted for at a fair value based on the quoted prices in the active markets resulting in aggregate unrealized gains or losses as noted above.
Segment Operating Results for the nine months ended September 30, 2025 and 2024
Operating Results of our Terminaling and Storage Segment:
Terminaling and Storage Segment - For the nine months ended Sept 30, 2025
| 2025 | 2024 | Change ($) |
Change (%) |
|||||||||||||
| Revenues | $ | - | $ | - | $ | - | 100 | % | ||||||||
| Revenues - related party | 2,633,120 | - | 2,633,120 | 100 | % | |||||||||||
| Total revenues | 2,633,120 | - | 2,633,120 | 100 | % | |||||||||||
| Cost of revenues | 580,781 | - | - | 100 | % | |||||||||||
| Gross profit | $ | 2,052,338 | $ | - | $ | 2,052,338 | 100 | % | ||||||||
For the nine months ended September 30, 2025, the Terminaling & Storage Segment generated $2.6 million of total revenues, all of which was earned under related-party terminaling and storage agreements. This segment had no activity in the prior-year period, as it was acquired in the business combination completed on October 1, 2024. Cost of revenues totaled $0.6 million, resulting in gross profit of $2.1 million for the period. Revenue generated from supply and trading were previously reported under terminaling and storage in 2025 and product revenue in 2024.
Operating Results of our Transportation Logistics Segment:
Transportation & Logistics - For the nine months ended September 30, 2025
| 2025 | 2024 | Change ($) |
Change (%) |
|||||||||||||
| Revenues | $ | 21,691,440 | $ | - | $ | 21,691,440 | 100 | % | ||||||||
| Revenues - related party | 8,939,637 | - | 8,939,637 | 100 | % | |||||||||||
| Total revenues | 30,631,077 | - | 30,631,077 | 100 | % | |||||||||||
| Cost of revenues | 20,648,037 | - | 20,648,037 | 100 | % | |||||||||||
| Gross profit | $ | 9,983,040 | $ | - | $ | 9,983,040 | 100 | % | ||||||||
The Transportation & Logistics Segment generated $30.6 million in total revenues for the nine months ended September 30, 2025, including $8.9 million of related-party revenue. This segment did not generate revenue in the prior-year period, as it was acquired as part of the Endeavor Entities on October 1, 2024.
Cost of revenues totaled $20.6 million, resulting in gross profit of $10.0 million. Current-period results reflect the first full operating cycle under Company ownership, driven by crude-oil trucking operations in the Permian, Eagle Ford, DJ Basin, and STACK play, as well as activity on the Omega Gathering Pipeline.
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Operating Results of our Supply and Trading Segment:
Supply& Trading Segment - For the nine months ended Sept 30, 2025
| 2025 | 2024 | Change ($) |
Change (%) |
|||||||||||||
| Revenues | $ | 47,934,619 | $ | 30,999,451 | $ | 16,935,168 | 55 | % | ||||||||
| Revenues - related party | 2,222,307 | 17,119,485 | (14,897,178 | ) | -87 | % | ||||||||||
| Total revenues | 50,156,926 | 48,118,936 | 2,037,990 | 4 | % | |||||||||||
| Cost of revenues | 48,134,702 | 44,213,635 | 3,921,067 | 9 | % | |||||||||||
| Gross profit | $ | 2,022,224 | $ | 3,905,301 | $ | (1,883,077 | ) | -48 | % | |||||||
Revenues in the Supply & Trading Segment were $47.9 million for the nine months ended September 30, 2025, compared to $31.0 million in 2024, an increase of $16.9 million, or 55%, driven by higher third-party sales volumes and expanded commercial activity. Related-party revenues decreased from $17.1 million in the prior-year period to $2.2 million, a decline of $14.9 million, or 87%, due to the completion of prior-year related-party arrangements that did not recur in 2025. Revenue generated from supply and trading were previously reported under terminaling and storage in 2025 and product revenue in 2024.
Cost of revenues increased 9%, from $44.2 million in 2024 to $48.1 million in 2025, reflecting higher crude-oil purchase volumes and changes in sourcing mix associated with increased third-party transactions, partially offset by the reduction in related-party purchases.
Gross profit decreased to $2.0 million for the nine months ended September 30, 2025, compared to $3.9 million in 2024, a decline of $1.9 million, or 48%, primarily due to margin compression on blended crude-oil sales and shifts in market differentials during the period.
Segment results continue to be influenced by domestic benchmark pricing and quality differentials associated with blended crude streams, while profitability is determined largely by sourcing economics, blend margins, and demand for specific hydrocarbon products.
Cash Flows
The following table sets forth the primary sources and uses of cash and cash equivalents for the nine months ended September 30, 2025 and 2024 as presented below:
| September 30, | ||||||||
| 2025 | 2024 | |||||||
| Net cash provided by operating activities | $ | 4,311,676 | $ | 165,359 | ||||
| Net cash provided (used) in investing activities | 1,697,441 | (2,362,898 | ) | |||||
| Net cash provided (used) by financing activities | (8,494,343 | ) | 2,1440,404 | |||||
Liquidity and Capital Resources
We have historically suffered net losses and cumulative negative cash flows from operations, and as of September 30, 2025, we had an accumulated deficit of approximately $148.1 million. As of September 30, 2025 and December 31, 2024, we had a working capital deficit of approximately $62.3 million and $101.5 million, respectively. As of September 30, 2025, we had cash of approximately $1.2 million, of which $0.9 million is restricted cash. In addition, we have obligations to pay approximately $36.6 million of debt within one year of the issuance of these financial statements. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
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As of September 30, 2025 and December 31, 2024, we had cash and cash equivalents of $1,191,766 and $3,676,992 which includes $892,124 and $3 million as restricted cash, respectively.
For the nine months ended September 30, 2025 and 2024, our net cash provided by operating activities was mainly comprised of net effect of the consolidated net loss of $54,358,617 and $6,983,978, and our depreciation and amortization of $15,735,409 and $3,062,416. For the nine months ended September 30, 2025 and 2024, we realized stock-based compensation of $1,179,223 and $1,626,409 and stock-based compensation – consultant of $1,206,000 and $0 in lieu of using cash. We also experienced $15.9 million of non-cash interest charges, a $9.8 million loss on conversion of debt, and a $1.2 million loss on the disposition of assets. Working capital changes also contributed to operating cash flows, most notably a $16.3 million increase in accounts payable and accrued expenses, partially offset by increases in accounts receivable and prepaid expenses. In the prior-year period, the modest operating cash inflow largely reflected significantly lower non-cash charges and a smaller working capital impact.
Net cash provided by investing activities was $1.7 million for the nine months ended September 30, 2025, driven primarily by $2.4 million of proceeds from the sale of property and equipment, partially offset by $0.7 million of divestiture-related cash returned. In contrast, for the nine months ended September 30, 2024, the Company used $2.4 million in investing activities related to equipment purchases for the remediation processing centers, wash plant facilities, and a pipeline extension.
Net cash used in financing activities totaled $8.5 million for the nine months ended September 30, 2025. This reflected substantial payments on notes payable and finance lease obligations totaling $28.5 million, partially offset by $15.3 million of proceeds from third-party loans and $4.7 million of proceeds from related-party loans. For the nine months ended September 30, 2024, financing activities provided $2.1 million, driven by borrowings and proceeds from the sale of common stock.
The Company did not capitalize any interest during the nine months ended September 30, 2025, compared to $1.0 million of capitalized interest during the same period in 2024. Although the Company had no firm contractual commitments for capital expenditures as of September 30, 2025, management anticipates approximately $1.5 million of additional expenditures related to the continued development of its Texas remediation and wash plant facilities.
Our 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 raise capital through public or private debt financings, equity offerings, or other means, our ability to grow our business may be negatively affected. In such case, we may need to suspend site and plant construction or further acquisitions until market conditions improve.
Contractual Obligations
Our contractual obligations as of September 30, 2025 for finance lease liabilities are for certain land, property, plant, and equipment, which leases end in 2025. Finance lease obligations as of September 30, 2025 are as follows:
| 2025 | $ | 8,929,265 | ||
| Total | $ | 8,929,265 |
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Our contractual obligations as of September 30, 2025 for operating lease liabilities are for office warehouse space, land, and truck yards, which leases end in 2026, except for a land lease which ends in 2042. Contractual payments under operating lease obligations as of September 30, 2025 are as follows:
| 2025 | 116,390 | |||
| 2026 | 379,080 | |||
| 2027 | 261,441 | |||
| 2028 | 173,899 | |||
| 2029 | 177,855 | |||
| Thereafter | 2,562,277 | |||
| Total undiscounted lease payments | 3,670,942 | |||
| Less: Imputed interest | 1,799,014 | |||
| Present value of lease payments | $ | 1,871,928 |
Interest Rate and Market Risk
Interest rate risk is the potential for reduced net interest income and other rate-sensitive income resulting from adverse changes in the level of interest rates. We do not have variable interest rate-sensitive income agreements. We do have financing arrangements that were issued on August 1, 2022 as consideration for the business combination and acquisition of SFD and WCCC, in which the three year notes have variable interest rates based on the prime rate, which exposes us to further interest expense if the prime rate increases.
Market Risk - Equity Investments
Market risk is the potential for loss arising from adverse changes in the fair value of fixed-income securities, equity securities, other earning assets, and derivative financial instruments as a result of changes in interest rates or other factors. We own equity securities that are publicly traded. Because the fair value of these securities may fall below the cost at which we acquired them, we are exposed to the possibility of loss. Equity investments are approved, monitored, and evaluated by members of management.
Inflation
Prolonged periods of slow growth, significant inflationary pressures, volatility and disruption in financial markets, could lead to increased costs of doing business. Inflation generally will cause suppliers to increase their rates, and inflation may also increase employee salaries and benefits. 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 to increase, thereby lowering our return on investment and depressing our gross margins.
Off Balance Sheet Arrangements
None.
Critical Accounting Policies & Use of Estimates
There have been no material changes to our critical accounting policies and the use of estimates from these disclosures reported in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on April 15, 2025.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
As a smaller reporting company, we are not required to provide the information required by this Item.
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Item 4. Controls and Procedures
The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, refers to controls and procedures that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact there are resource constraints and management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
The Company maintains disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. With the participation of our Chief Executive Officer and Chief Financial Officer, management evaluated the effectiveness of these disclosure controls and procedures as of September 30, 2025. Based on this evaluation, management concluded that our disclosure controls and procedures were not effective due to material weaknesses in internal control over financial reporting.
These material weaknesses included: (i) inadequate technical training and supervisory review within the accounting function, which limited the ability of personnel to evaluate complex accounting matters and appropriately review the work of specialists; (ii) insufficient oversight and dual-authorization controls over certain treasury and fixed-asset processes; and (iii) inconsistent adherence to corporate governance review and authorization procedures for significant transactions and external disclosures, resulting in insufficient executive and Board-level oversight. These deficiencies create a reasonable possibility that a material misstatement of the financial statements will not be prevented or detected in a timely manner.
Management has begun implementing remediation measures, including providing additional technical accounting and internal control training to accounting personnel, realigning responsibilities to enhance segregation of duties and supervisory review, strengthening review controls over treasury and fixed-asset processes, and increasing executive and Audit Committee oversight of financial reporting and disclosure activities. Remediation efforts remain ongoing and will continue in future periods.
Changes in Internal Control Over Financial Reporting
Other than the remediation activities described above—including enhanced training, improved review controls, realignment of personnel responsibilities, and increased oversight—there were no other changes in our internal control over financial reporting during the quarter ended September 30, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Vivakor, Inc. v. Al-Dali International General Trading and Contracting Company, et al., Case No. JDFC603 251052410 (Kuwait Court of First Instance, Mar. 25, 2025)—Plaintiff has asserted claims for breach of contract, unjust enrichment, and injunctive relief against Defendants Al-Dali Global Trading and Contracting Company, Al-Sayer Construction General Trading and Contracting Company, and Kuwait Oil Company relating to the placement and operation of oilfield remediation processing equipment in Kuwait. Plaintiff seeks total damages in excess of $15,000,000.00.
AE Systems, LLC v. VivaVentures Remediation Corporation, (In re AE Systems, LLC) Ch. 7 Case No. 25-30186, Adv. No. 460285 (Bankr. S.D. Tex., filed Aug. 8, 2025)—Debtor claims breach of contract and damages of $156,356.00 for goods provided and services performed at Defendant’s site in Harris County, Texas. Defendant has contested the amount due on grounds that Debtor materially breached with their contract. Defendant has contested Debtor’s claims. No amount has been reserved in connection with the dispute.
Blondo Constructors, Inc. v. VivaVentures Remediation Corporation, et al., American Arbitration Association (Case No. 01-24-0005-5102—May 17, 2024)—Claimant demanded arbitration for claims relating to breach of contract by Respondent VivaVentures Remediation Corporation (“VRC”) and damages in excess of $545,695.05, plus attorneys fees and costs. Respondents other than VRC were dismissed on July 26, 2024. On November 8, 2024, the parties executed a Confidential Settlement Agreement to resolve the dispute. On December 20, 2024, Claimant filed a First Amended Demand for Arbitration asserting new claims, including for breach of the settlement agreement for failure to remit the agreed settlement payment. On January 26, 2025, Respondent remitted the settlement payment and Claimant confirmed receipt. Claimant’s new claims are still pending before the arbitrator, and the arbitrator has yet to issue an award or dismiss the proceeding. Respondent has not reserved additional sums for this proceeding.
Echo Contracting, LLC v. CPE Gathering Midcon, LLC, et al., Case No. CJ-2025-73 (Dist. Ct., Blaine Cty., Okla.—Feb. 14, 2025)—Plaintiff Echo Contracting asserted claims of breach of contract, quantum meriut, and foreclosure of mechanics and materialmen’s lien filed in Blaine County against properties of Defendants. Defendants CPE Gathering Midcon, LLC and Vivakor, Inc. settled such claims pursuant to confidential agreement on March 28, 2025, and such claims are pending dismissal and such liens are pending release. Co-Defendant Validus Energy II Midcon, LLC prevailed upon a motion to consolidate Case No. CJ-2025-7 with another the proceeding. 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 Plaintiff to remove liens against property of Validus Energy II Midcon, LLC and compel arbitration against Defendants CPE Gathering Midcon, LLC and Vivakor, Inc. Claims of Plaintiff 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.
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Espri L’Heureux v. Vivakor, Inc., et al. Case No. 30-2022-01284070-CU-WT-CJC (Sup. Ct. Orange Cty., Cal.—Sept. 29, 2022)—Plaintiff asserted claims for misclassification as an exempt employee, failure to provide meal and rest periods, pregnancy/sex discrimination under the Fair Employment and Housing Act, discrimination under the California Fair Employment and Housing Act (“CFRA”), retaliation under the CFRA, wrongful termination, an unfair business practices under the California Business and Professions Code §§ 17200 et seq., among other derivative claims. Plaintiff seeks more than $1,000,000.00 in damages. Defendants dispute liability on the grounds Plaintiff was properly classified as an independent contractor, was not discriminated against, and was not terminated at all, much less for a discriminatory or retaliatory reason. Defendants filed their answer on November 21, 2022, and removed the action to federal district court on July 22, 2023. The parties have reached a settlement and are in the process of drafting the necessary paperwork, which, if successful, will dismiss this lawsuit with prejudice.
Great Lakes Petroleum Co. v. Vivakor, Inc., as successor in interest of Equipment Transport, LLC, et al., Case No. 25-CVS-011392-590 (Sup. Ct., Mecklenburg Cty. N. Car.—Mar. 5, 2025)—Plaintiff alleged breach of contract, quantum meruit, and unjust enrichment for fuel sold and tank services provided. A default judgment for $183,808.77, plus post-judgment interest at a rate of eight percent (8%) per annum, was entered on May 23, 2025. Vivakor is in the process of attempting to settle this matter outside of the litigation.
James Samuelson v. Vivakor, Inc., James Ballengee, et al., Case No. 30-2025-01496877-CU-OE-CJC (Sup. Ct. Orange Cty., Cal.—July 14, 2025)—Plaintiff asserts claims for failure to pay wages, employment misclassification, breach of contract, promissory estoppel, unjust enrichment, constructive discharge, and tortious interference with contract seeking damages of $1,277,499.95 plus pre- and post-judgment interest, attorneys fees, and costs of court. As disclosed in the Company’s Current Report on Form 8-K filed with the Commission on October 23, 2025, the a parties to this litigation settled this lawsuit under the terms of a Settlement Agreement dated October 17, 2025 and all dates and deadlines related to this lawsuit have been taken off calendar by the Court, which will retain jurisdiction of this lawsuit through the final payment of the Settlement Agreement consideration.
Julie Ridenhour Tonroy, as Personal Representative of the Estate of John Ridenhour, Deceased, v. Endeavor Crude, LLC, et al., Case No. CJ-2024-40 (Dist. Ct., Blaine Cty., Okla.—March 21, 2024)—Plaintiff asserts claims of negligence, respondeat superior, and wrongful death of decedent related to a motor vehicle accident involving a driver for Endeavor Crude, LLC while operating motor vehicle equipment owned or leased by Meridian Equipment Leasing, LLC. Endeavor Crude is a subsidiary of Vivakor, Inc. and Meridian Equipment Leasing, LLC is a former subsidiary of Vivakor, Inc. The Plaintiff sought damages in excess of $75,000. This lawsuit was settled through mediation. A settlement agreement has been entered and a Motion to Approve Settlement will be filed with the Court.
Kellie Yates v. Endeavor Crude, LLC et al., No. 656,058 (1st Jud. Dist. Ct., Caddo Parish, La.—Mar. 14, 2025)—Plaintiff asserts claims of negligence, lost wages, quantum meruit, and unjust enrichment relating to a May 28, 2024 motor vehicle accident, and seeks damages of $50,000 to $1,000,000.
Kush Properties, LLC d/b/a Motel 6 – Floresville d/b/a Eagle Ford Inn, et al., v. Endeavor Crude, LLC, et al Case No. CVW2505285 (81st Dist. Ct. Wilson Cty., Tex.—May 8, 2025) —Plaintiff alleges breach of contract, unjust enrichment, suit on sworn account, fraud, fraudulent inducement, and negligent misrepresentation relating to lodging charges for truck drivers, seeking $256,070.00, plus attorneys fees, costs of court, and pre- and post-judgment interest. Defendants’ are vigorously contesting the claims.
Mikasa McKnight v. Endeavor Crude, LLC, et al., Case No. 202422195 (190th Dist. Ct., Harris Cty., Tex.—Jul. 2, 2024)—Plaintiff alleges negligence, negligent hiring, negligent entrustment, and respondeat superior relating to a motor vehicle accident involving a tractor-trailer operated under the motor carrier authority of Defendant EC, and seeks damages in excess of $1,000,000. Defendant EC has vigorously contested the case.
Misty Kitson, Blaine County Assessor v. Meridian Equipment Leasing, LLC, Case No. EQ-2023-57 (Ct. of Tax Review, Okla.—Aug. 2, 2023)—Plaintiff governmental taxing authority seeks appeal of Defendant’s fair cash value valuation of certain personal property in Blaine County, Oklahoma. Plaintiff seeks a property tax valuation of $27,463,542.00 in contrast to Defendant’s valuation of $4,000,000.00, and overdue taxes in excess of $1,126,005.22, plus statutory interest, penalties, and fees. The case is in discovery and on-going.
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MV Purchasing, LLC et al., v. Endeavor Crude, LLC, et al., v. Unique Funding Solutions, LLC, et al., No. 3:25-cv-01112-K (U.S. Dist. Ct.—N. Tex.)—Plaintiffs Endeavor Crude, LLC, et al., assert claims for fraud, fraudulent misrepresentation, unjust enrichment, and declaratory relief for more than $1.5 million relating to an accounts receivable factoring contract. Cross-plaintiffs MV Purchasing, LLC and Echo Canyon Energy Products Supply, LLC assert claims for declaratory relief. Cross-plaintiffs and Defendants Unique Funding Solutions, LLC, Rocket Capital NY LLC, and Regain Group LLC assert claims of breach of contract against Defendants Endeavor Crude, LLC, et al., seek declaratory relief against Cross-plaintiffs MV Purchasing, LLC and Echo Canyon Energy Products Supply, LLC, and collectively seek damages in excess of $3,000,000. Defendants Endeavor Crude, LLC, et al., are vigorously defending the case.
Novella Strmiska v. Endeavor Crude, LLC, et al., Case No. 25-01-00013-CVK (81st Dist. Ct., Karnes Cty., Tex.—Jan. 27, 2025)—Plaintiff obtained a default judgment for breach of contract, trespass to land, trespass to chattels, negligence, and unjust enrichment, for $256,717.00 USD, plus post-judgment interest, attorneys fees, and costs of court. Endeavor Crude, LLC is currently exploring its options related to the entry of default judgment.
Rocket Capital NY LLC v. Silver Fuels Processing, LLC, et al., Case No. E2025013794 (Sup. Ct. of N.Y., Monroe County, N.Y.—Jun. 23, 2025)—Plaintiff has obtained a default judgment for $1,514,619.08 for breach of contract jointly and severally against affiliates Meridian Equipment Leasing, LLC, Silver Fuels Processing, LLC, Silver Fuels Delhi, LLC, White Claw Colorado City, LLC, Vivakor, Inc., Equipment Transport, LLC, and James Ballengee, among others. Vivakor is in the process of attempting to settle this matter outside of the litigation.
Texas Premier Resources, LLC et al., v. Vivakor, Inc., et al., Cause No. 2025-39438 (190th Dist. Ct., Harris Cty., Tex.—Jun. 16, 2025)—Plaintiffs have asserted claims for breach of contract, fraud, fraudulent misrepresentation, and alter ego, and seek damages in excess of $5,000,000.00, plus attorneys fees and costs of court, and injunctive relief to compel the purchase of Plaintiff’s business and property. Defendants are vigorously contesting the case.
Vincent Smith, et al., v. Meridian Transport, LLC, et al., Cause No. 25-CV-0664 (122d Dist. Ct., Galveston Cty., Tex.—Apr. 23, 2025)—Plaintiffs alleges gross negligence relating to a motor vehicle accident, and seek damages of up to $1,000,000, plus attorneys fees and costs of court. Defendants are vigorously contesting this case.
Viva Wealth Fund I, LLC v. Vivakor, Inc., et al., Case No. 30-2025-01469418-CU-FR-WJC (Sup. Ct., Orange Cty., Cal.—Mar. 21, 2025)—Plaintiff alleges fraud, conversion, unfair competition, tortious interference in contractual relations, interference with prospective economic advantage, money had and received, breach of contract, constructive fraudulent transfer, among other counts, and seeks declaratory relief and damages in excess of $50 million relating to equipment purchased by Plaintiff and leased to Defendant VivaVentures Remediation Corporation. Defendants are vigorously contesting this case.
Tyler Nelson v. Vivakor, Inc., et al., Case No. 30-2025-01503021-CU-OE-CJC (Sup. Ct. Orange Cty., Cal.—Aug. 11, 2025)—Plaintiff, former Chief Financial Officer of the Company, its subsidiary, and certain unnamed defendants for claims of breach of contract, breach of implied covenant in contract, and claims related to failure to pay wages, alleging total damages of $2,154,158.47, plus interest, attorneys fees, and costs of court. As disclosed in the Company’s Current Report on Form 8-K filed with the Commission on November 12, 2025, the a parties to this litigation settled this lawsuit under the terms of a Settlement Agreement dated November 5, 2025 and all dates and deadlines related to this lawsuit have been taken off calendar by the Court, which will retain jurisdiction of this lawsuit through the final payment of the Settlement Agreement consideration.
SRAX, Inc. v. Vivakor, Inc., Case No. A-25-921524-F (8th Jud. Dist. Ct., Clark Cty., Nev.—Aug. 18, 2025)—Plaintiff filed an emergency ex parte application for an order immediately requiring transfer of 536,666 shares of Defendant’s common stock. Defendant is in settlement negotiations at this time in an attempt to settle this matter.
From time to time, we may become involved in various legal actions that arise in the normal course of business. We intend to defend vigorously against any future claims and litigation. We are not currently involved in any material disputes and do not have any material litigation matters pending.
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ITEM 1A. RISK FACTORS
Our business, financial condition, results of operations, and cash flows may be impacted by a number of factors, many of which are beyond our control, including those set forth in our most recent Annual Report on Form 10-K and in our other filings with the SEC, the occurrence of any one of which could have a material adverse effect on our actual results. There have been no material changes to the Risk Factors previously disclosed in our Annual Report on Form 10-K and our other filings with the SEC, except as follows:
A number of instruments convertible into our common stock are either currently convertible or will become convertible in the near future. As a result of a decrease in our stock price we will likely need to increase our authorized common stock in order to be able to meet our obligations under these convertible instruments.
We have a number of outstanding instruments that are either currently convertible, or will be convertible in the near future, into shares of our common stock. Due to the recent decrease in the price of our common stock as listed on Nasdaq, we may need to increase our authorized common stock in order to meet our obligations under these convertible instruments. If we are unable to get shareholder approval to amend our Articles of Incorporation to increase our authorized common stock we may be breach of our obligations under these instruments, causing those instruments to accelerate and/or making it more expensive to satisfy our obligations, which could negatively impact our business and financial results.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following sets forth information regarding all unregistered securities sold by us in transactions that were exempt from the requirements of the Securities Act during the nine months ended September 30, 2025. Except where noted, all of the securities discussed in this Item 2 were all issued in reliance on the exemption under Section 4(a)(2) of the Securities Act as the investors were sophisticated or accredited investors and familiar with our operations.
As previously reported, on March 17, 2025, we issued a junior secured convertible promissory note (the “Initial Note”) to J.J. Astor & Co. (the “Lender”), in the principal amount of $6,625,000 (the “Principal Amount”), in relation to a Loan and Security Agreement by and between the Company, its subsidiaries, and the Lender (the “Loan Agreement”), under which the Company received $5,000,000, before fees; and on July 9, 2025, the Company entered into a Forbearance and Amendment to Loan Agreement and Note and an Additional Junior Secured Convertible Note, all of which amended the terms of the Loan Agreement and the Initial Note.
On July 9, 2025, we entered into a Second Amendment to Loan Agreement and Registration Rights Agreement (the “Amendment”), and an Additional Junior Secured Convertible Note (the “Additional Note”, together with the Amendment, the “New Loan Documents”), under which we agreed to issue the Lender the Additional Note in the principal amount of $5,940,000. Under the New Loan Documents, we received net proceeds of $971,025.65, with the remainder of the principal amount going to (a) a $176,000 origination fee, (b) an aggregate of $3,232,974.35 (the “Holdback Amounts”) representing (i) a $891,000 holdback amount to be applied to pay the first six Weekly Installment Payments when due under the Additional Note (hereinafter defined), (ii) $1,395,540.35 to be applied to pay the seven past due Weekly Installment Payments under the Initial Note, plus accrued interest thereon, and (iii) $946,434 to secure and cover the payment of the next six Weekly Installment Payments due under the Initial Note, (c) $20,000 to pay Lender’s legal fees, and (d) and original issuance discount of $1,540,000. The Additional Note is payable over forty equal weekly installments of $148,500, which may be paid in cash or, at the option of the Company once an applicable registration statement is effective, in free trading shares of its common stock issued at a twenty percent (20%) discount to the lower of either the previous day’s closing price or the average of the four lowest volume-weighted average prices during the prior twenty (20) trading days. The Additional Note does not bear interest unless in default and is subject to mandatory prepayment upon the receipt of proceeds from identified sales of equity interests in the Company and/or the receipt of certain extraordinary cash payments. In the event we default on the terms of the Initial Note or the Additional Note, the conversion price under the notes is a 50% discount to discount to the lower of either the previous day’s closing price or the average of the four lowest volume-weighted average prices during the prior twenty (20) trading days. The lender is secured by a junior lien in all assets of the Company, subject to exceptions for existing debt covenants of the Company. The Company reserved 15,000,000 shares of its common stock for issuance in connection with a conversion under the Additional Note and the Company agreed to issue the Lender 150,000 shares of its common stock as additional consideration for the loan. We received the funds under the New Loan Documents on July 15, 2025.
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On September 17, 2025, the Lender also submitted a Notice of Conversion electing to convert $200,000 due under the Initial Note in exchange for 720,072 shares of our common stock and we issued the 720,072 shares of our common stock to the Lender, which securities were issued without a restrictive legend pursuant to a Rule 144 legal opinion submitted with the Notice of Conversion.
On September 26, 2025, the Company received a Notice of Conversion to convert $200,000 of the Principal Amount into 1,084,011 shares of the Company’s common stock. Pursuant to the terms of the Initial Note and the Notice of Conversions, the Company issued the Shares. The Shares were issued without a Rule 144 restrictive legend pursuant to a legal opinion received by the Company and its transfer agent
On September 29, 2025, we received another Notice of Conversion from the Lender converting $700,000 of the Principal Amount of the Initial Note into 5,235,602 shares of the Company’s common stock. Pursuant to the terms of the Initial Note and the Notice of Conversions, the Company issued the Shares. The Shares were issued without a Rule 144 restrictive legend pursuant to a legal opinion received by the Company and its transfer agent.
On October 2, 2025, we issued the Lender the 250,000 shares due as Commitment Shares under the Initial Note. These shares were issued as restricted stock with a standard Rule 144 restrictive legend.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
ITEM 5.
As stated above, on March 17, 2025, Vivakor, Inc. (the “Company”), issued a junior secured convertible promissory note (the “Initial Note”) to J.J. Astor & Co. (the “Lender”), in the principal amount of $6,625,000 (the “Principal Amount”), in relation to a Loan and Security Agreement by and between the Company, its subsidiaries, and the Lender (the “Loan Agreement”). The Company received $5,000,000, before fees. The Company received the funds on March 18, 2025. In relation to the Loan Agreement, the Company also entered into a Registration Rights Agreement with the Lender (the “RRA”), under which the Company was obligated to file a resale registration statement with the SEC registering any shares of its common stock issuable under the Note no later than sixty (60) days after closing.
On July 9, 2025, we entered into a Second Amendment to Loan Agreement and Registration Rights Agreement (the “Amendment”), and an Additional Junior Secured Convertible Note (the “Additional Note”, together with the Amendment, the “New Loan Documents”), under which we agreed to issue the Lender the Note in the principal amount of $5,940,000. Under the New Loan Documents, we will receive net proceeds of $971,025.65, with the remainder of the principal amount going to (a) a $176,000 origination fee, (b) an aggregate of $3,232,974.35 (the “Holdback Amounts”) representing (i) a $891,000 holdback amount to be applied to pay the first six Weekly Installment Payments when due under the Additional Note (hereinafter defined), (ii) $1,395,540.35 to be applied to pay the seven past due Weekly Installment Payments under the Initial Note, plus accrued interest thereon, and (iii) $946,434 to secure and cover the payment of the next six Weekly Installment Payments due under the Initial Note, (c) $20,000 to pay Lender’s legal fees, and (d) and original issuance discount of $1,540,000. The Note is payable over forty equal weekly installments of $148,500, which may be paid in cash or, at the option of the Company once an applicable registration statement is effective, in free trading shares of its common stock issued at a twenty percent (20%) discount to the lower of either the previous day’s closing price or the average of the four lowest volume-weighted average prices during the prior twenty (20) trading days. The Note does not bear interest unless in default and is subject to mandatory prepayment upon the receipt of proceeds from identified sales of equity interests in the Company and/or the receipt of certain extraordinary cash payments. In the event we default on the terms of the Initial Note or the Additional Note, the conversion price under the notes is a 50% discount to discount to the lower of either the previous day’s closing price or the average of the four lowest volume-weighted average prices during the prior twenty (20) trading days. The lender is secured by a junior lien in all assets of the Company, subject to exceptions for existing debt covenants of the Company. The Company reserved 15,000,000 shares of its common stock for issuance in connection with a conversion under the Additional Note and the Company agreed to issue the Lender 150,000 shares of its common stock as additional consideration for the loan (the “Commitment Shares”). We received the funds under the New Loan Documents on July 15, 2025.
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On July 9, 2025, we entered into a Forbearance and Amendment to Loan Agreement and Note, which amended the terms of the Loan Agreement, Initial Note and RRA (the “Forbearance Agreement”). Under the terms of the Forbearance Agreement: (i) the Lender agreed to loan us an additional amount up to $4,400,000 under similar terms as the Initial Note (funds from which we received on July 15, 2025, as set forth below), (ii) the Lender agreed to permit us to raise an additional $3,000,000 under terms set forth on Exhibit I of the Loan Agreement, (iii) the filing date for the resale registration statement under the RRA was extended to July 18, 2025, (iv) the Outstanding Principal Amount of the Initial Note was $6,151,783 on the Forbearance Agreement Effective Date, (v) the principal amount under the Initial Note was increased to $6,766,961.30 (the “Amended Principal Amount”), representing 110% of the Outstanding Principal Amount of the Note as of the Forbearance Agreement Effective Date, (vi) the Weekly Installment Payments under the Initial Note stayed the same, (vii) the fee of $615,178.30 was added to the Amended Principal Amount of the Initial Note and shall be due and payable by the Company on or before January 7, 2026, (viii) past due interest totaling $291,367.35, that has accrued between the Forbearance Agreement Effective Date and the Effective Date, shall also be paid on or before January 7, 2026, and (ix) both the $615,178.30 fee and the $291,367.35 of past due interest shall be paid in full in cash on or before January 7, 2026.
On July 19, 2025, the Board of Directors of Vivakor received notice from Tyler Nelson, Vivakor’s Chief Financial Officer and Member of the Board of Directors of his resignation from such positions effective immediately.
On July 24, 2025, Vivakor Administration, LLC (the “Company”) entered into an executive employment agreement with Kimberly Hawley (the “Employment Agreement”) with respect to the her appointment as Executive Vice President, Chief Financial Officer, and Treasurer of the Company and Vivakor, Inc. (“Vivakor”). Pursuant to the Employment Agreement, Ms. Hawley will receive annual compensation of $350,000. Additionally, Ms. Hawley shall be eligible for performance bonus compensation as further set forth therein. The Employment Agreement may be terminated by either party for any or no reason, by providing five business days’ notice of termination, but a termination without cause will trigger certain severance provisions, including a lump sum payment equal to one (1) calendar year’s pay.
On July 30, 2025, Vivakor Transportation, LLC, as Seller, executed and entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Jorgan Development, LLC (“Jorgan”) to sell all of the issued and outstanding limited liability company membership interests in and to Meridian Equipment Leasing, LLC, and Equipment Transport, LLC (the “Divested entities”), two indirectly wholly-owned subsidiaries of Vivakor, Inc. (“Vivakor”, and the “Transaction”, respectively). The purchase price paid to the Seller thereunder consisted of $11,058,235 USD to be remitted in Series A Convertible Preferred Stock of Vivakor, which shares will no longer be considered outstanding or be entitled to the relevant annual dividend. The purchase price is subject to upward or downward adjustment based on any difference in net equity of the Divested entities as reflected by the Divested entities’ final financial results for the period ending June 30, 2025. The Divested entities were principally engaged in the truck transportation of oilfield produced water and associated equipment leasing operations. In connection with the Transaction, and among other agreements as further set forth in the Purchase Agreement, (i) affiliates of Vivakor, and certain related parties controlled directly or indirectly by James H. Ballengee, Vivakor’s Chairman, President, and Chief Executive Officer (the “Ballengee Family Office Affiliates”) will amend and restate that certain Transition Services Agreement dated October 1, 2024, to account for new and additional services to be provided by various parties thereto, (ii) the parties will amend and restate that certain Secured Promissory Note dated August 15, 2022, by and between Vivakor, as Borrower, and Jorgan Development, LLC, as Lender, reducing the payments to Lender thereunder by almost one-half (1/2), from ninety-nine percent (99%) of certain free cash flow from certain of Vivakor’s terminal operations to fifty percent (50%) of free cash flow from such operations, and (iii) Mr. Ballengee and certain Ballengee Family Office Affiliates will voluntarily suspend the right to receive dividends and distributions upon Series A Convertible Preferred Stock of Vivakor, held by them for the period from August 1, 2025 to January 1, 2026.
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On July 30, 2025, Silver Fuels Delhi, LLC, White Claw Colorado City, LLC, Silver Fuels Processing, LLC, CPE Gathering Midcon, LLC, Vivakor, and Vivakor Transportation, LLC (collectively, the “Vivakor Obligors”), James H. Ballengee, Vivakor’s Chairman, President, and Chief Executive Officer, and certain related parties controlled directly or indirectly by Mr. Ballengee (collectively, the “Ballengee Obligors”), executed and entered into a Forbearance Agreement with Maxus Capital Group, LLC (“Maxus” and the “Forbearance Agreement”, respectively). Pursuant to the terms of the Forbearance Agreement, the Vivakor Obligors and the Ballengee Obligors agreed that (A) various events of default have occurred and are continuing to occur with respect to (i) Master Agreement No. 1450 dated March 17, 2020, by and between Maxus Capital Group, LLC, as Lessor, Silver Fuels Delhi, LLC, as Lessee, and Jorgan Development, LLC, as Co-Lessee, and all Schedules and Leases made subject thereto (collectively, the “1450 Lease”), (ii) Master Agreement No. 1452 dated December 28, 2021, by and between Maxus Capital Group, LLC, as Lessor, Meridian Equipment Leasing, LLC, as Lessee, and Jorgan Development, LLC, as Co-Lessee, and all Schedules and Leases made subject thereto (collectively, the “1452 Lease”), (iii) Master Agreement No. 1462 dated December 28, 2021, by and between Maxus Capital Group, LLC, as Lessor, White Claw Colorado City, LLC, as Lessee, and Jorgan Development, LLC, as Co-Lessee, and all Schedules and Leases made subject thereto (collectively, the “1462 Lease”, and together with the 1450 Lease and the 1452 Lease, the “Maxus Leases”), (B) Maxus will forbear and refrain from further action to enforce its rights under the Maxus Leases so long as no further events of default occur pursuant to the Forbearance Agreement, and (C) pursuant to the Maxus Leases, the Vivakor Obligors and Ballengee Obligors will pay or cause to be paid to Maxus the sum of $3,288,067.12 on or before September 1, 2025, the sum of $1,418,659.76 on or before October 1, 2025, the sum of $1,500,000 on or before November 30, 2025, the sum of $3,000,000 on or before November 30, 2025, the sum of $41,012.06 per month pursuant to the 1450 Lease, the sum of $592,973.77 per month pursuant to the 1452 Lease, and the sum of $188,030.95 per month pursuant to the 1462 Lease. Upon the execution of the Forbearance Agreement, the Vivakor Obligors and Ballengee Obligors must remit to Maxus a forbearance fee equal to (x) $250,000.00 cash and (b) restricted common shares of Vivakor in an amount equal to $250,000.00, priced per share based on the average closing price for the three (3) days preceding their issuance.
Pursuant to a Transition Agreement dated August 12, 2025, by and between Vivakor and Vivakor Administration, LLC, as Company, and Russ M. Shelton (the “Transition Agreement), Mr. Shelton, resigned his position as Executive Vice President and Chief Operating Officer of the Company, concurrent therewith and agreed to assist in transitioning his responsibilities to his replacement. Mr. Shelton’s resignation is not the result of any disagreement with Vivakor or its independent auditors regarding its accounting or financial practices.
On August 12, 2025, we entered into a Second Amendment to the Employment Agreement with Les Patterson, which amended that certain Employment Agreement dated July 1, 2025, as amended. Under the Amended Agreement, Mr. Patterson accepted the position of Vice President and Chief Operating Officer of Vivakor, Inc. in exchange for a base annual salary of $375,000 and annual equity compensation of shares of Vivakor’s common stock equal to not less than $125,000, paid to Mr. Patterson in four equal quarterly installments priced per share based on the volume-weighted average price for the preceding five (5) NASDAQ trading days prior to the Effective Date or annual anniversary of the Amended Agreement, as applicable, with the shares issued as registered common stock under a registered equity compensation plan. Mr. Patterson will also receive a one-time signing bonus of Two Hundred Fifty Thousand Dollars ($250,000.00) of Vivakor common stock.
On August 12, 2025, we issued a convertible promissory note (the “Note”), to a non-affiliated accredited investor (the “Holder”), in the aggregate principal amount of $647,500 in connection with a Securities Purchase Agreement entered into by and between Vivakor and the Holder (the “SPA”). The Note and SPA have similar terms to the Notes and SPA Vivakor entered into with 12 non-affiliated investors in May 2025. Under the terms of the SPA and the Note, we received $550,000, the Note matures twelve months from the date of issuance, has a 15% original issuance discount, has a one-time ten percent (10%) interest charge applied at the issuance date, and is convertible at eighty percent (80%) of the lower of (a) the closing price of the Vivakor’s common stock as traded on either the Nasdaq or the New York Stock Exchange or the NYSE Amex Exchange (as applicable) on the trading day immediately prior to the date a notice of conversion is submitted in writing to the Company under the Note (each a “Notice Date”), or (b) the average of the four lowest VWAPS over the twenty (20) trading days prior to the applicable Notice Date. In connection with the issuance of the Note, we will issue the Holder 82,500 shares of our common stock as additional incentive to enter into the SPA and the Note. The issuance of the foregoing securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act promulgated thereunder as the Holder is accredited investor and familiar with our operations.
This summary is not a complete description of all of the terms of the related agreements and are qualified in their entirety by reference to the full text of the documents, forms of which are filed as exhibits hereto and/or incorporated by reference into this disclosure from prior filings.
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ITEM 6. EXHIBITS
EXHIBIT INDEX
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48
49
50
| Exhibit No. | Exhibit Description | Form | Date | Number | Herewith | |||||
| 21.1 | Subsidiaries of the Company | Filed | ||||||||
| 31.1 | Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed | ||||||||
| 31.2 | Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed | ||||||||
| 32.1 | Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Furnished** | ||||||||
| 32.2 | Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Furnished** | ||||||||
| 101.INS | Inline XBRL Instance Document | Filed | ||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | Filed | ||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | Filed | ||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | Filed | ||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | Filed | ||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | Filed | ||||||||
| 104 | Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101). |
| * | Management contract or compensatory plan or arrangement. |
| ** | These exhibits are being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| VIVAKOR, INC. | ||
| By: | /s/ James Ballengee | |
| James Ballengee | ||
| Chief Executive Officer (Principal Executive Officer) | ||
Date: November 19, 2025
| VIVAKOR, INC. | ||
| By: | /s/ Kimberly Hawley | |
| Kimberly Hawley | ||
| Chief Financial Officer (Principal Financial and Accounting Officer) | ||
Date: November 19, 2025
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Exhibit 21.1
Subsidiaries
| 1. | Vivakor Operating, LLC, a Texas limited liability company. |
| 2. | Vivakor Administration, LLC, a Texas limited liability company. |
| 3. | Vivakor Midstream, LLC, a Texas limited liability company. |
| 4. | VivaVentures Management Company, Inc., a Nevada corporation. |
| 5. | VM Facilities, LLC, a Texas limited liability company. |
| 6. | Vivakor Transportation, LLC, a Texas limited liability company. |
| 7. | Vivakor Supply & Trading, LLC, a Texas limited liability company. |
| 8. | Silver Fuels Processing, LLC, a Texas limited liability company. |
| 9. | Silver Fuels Delhi, LLC, a Texas limited liability company. |
| 10. | White Claw Colorado City, LLC, a Texas limited liability company. |
| 11. | VivaVentures Remediation Corp., a Texas corporation. |
| 12. | Endeavor Crude, LLC, a Texas limited liability company. |
| 13. | CPE Gathering Midcon, LLC, a Delaware limited liability company. |
| 14. | ET EmployeeCo, LLC, a Delaware limited liability company. |
| 15. | VivaVentures Energy Group, Inc., a Nevada corporation. |
| 16. | VivaVentures Oil Sands, Inc., a Utah corporation. |
| 17. | Gonzales Oilfield Truck & Equipment, LLC, a Delaware limited liability company. |
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
I, James Ballengee, Chief Executive Officer of Vivakor, Inc. (the “Company”), certify that:
(1) I have reviewed this Quarterly Report on Form 10-Q for the fiscal period ended September 30, 2025;
(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financial information included in the report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods represented in this report;
(4) The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
(5) The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and to the audit committee of the board of directors (or persons fulfilling the equivalent function):
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
| November 19, 2025 | /s/ James Ballengee |
| James Ballengee | |
| Chief Executive Officer | |
| (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
I, Kimberly Hawley, Chief Financial Officer of Vivakor, Inc. (the “Company”), certify that:
(1) I have reviewed this Quarterly Report on Form 10-Q for the fiscal period ended September 30, 2025;
(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financial information included in the report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods represented in this report;
(4) The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
(5) The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and to the audit committee of the board of directors (or persons fulfilling the equivalent function):
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
| November 19, 2025 | /s/ Kimberly Hawley |
| Kimberly Hawley | |
| Chief Financial Officer | |
| (Principal Financial Officer and Principal Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Vivakor, Inc. (the “Company”) for the period ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, James Ballengee, Chief Executive Officer of the Company hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ James Ballengee | |
| James Ballengee | |
| Chief Executive Officer | |
| (Principal Executive Officer) | |
| November 19, 2025 |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Vivakor, Inc. (the “Company”) for the period ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Kimberly Hawley, Chief Financial Officer of the Company hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Kimberly Hawley | |
| Kimberly Hawley | |
| Chief Financial Officer | |
| (Principal Financial Officer and Principal Accounting Officer) | |
| November 19, 2025 |