Vivakor, Inc NT 10-Q, filed Nov 15, 2022
Vivakor, Inc. (VIVK)
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING |
OMB APPROVAL |
| OMB Number: 3235-0058 | |
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| SEC FILE NUMBER | |
| 001-41286 | |
| CUSIP NUMBER | |
| (Check one): | ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR | ||
| For Period Ended: | September 30, 2022 | ||
| ¨ Transition Report on Form 10-K | |||
| ¨ Transition Report on Form 20-F | |||
| ¨ Transition Report on Form 11-K | |||
| ¨ Transition Report on Form 10-Q | |||
| ¨ Transition Report on Form N-SAR | |||
| For the Transition Period Ended: | |||
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Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
| Vivakor, Inc. |
| Full Name of Registrant |
| Former Name if Applicable |
| 4101 North Thanksgiving Way |
| Address of Principal Executive Office (Street and Number) |
| Lehi, Utah 84043 |
| City, State and Zip Code |
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| x | (a) | The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
| (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and | |
| (c) | The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Vivakor, Inc. (the “Registrant”) was unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the period ended September 30, 2022 (the “Quarterly Report”) by the November 14, 2022 filing date applicable to smaller reporting companies due to a delay experienced by the Registrant in completing its financial statements and other disclosures in the Quarterly Report. As a result, the Registrant is still in the process of compiling required information to complete the Quarterly Report and its independent registered public accounting firm requires additional time to complete its review of the financial statements for the period ended September 30, 2022 to be incorporated in the Quarterly Report. The Registrant anticipates that it will file the Quarterly Report no later than the fifth calendar day following the prescribed filing date.
PART IV — OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification |
James Ballengee |
(949) | 281-2606 | |||
| (Name) | (Area Code) | (Telephone Number) |
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). |
| Yes ý No ¨ | |
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? |
| Yes x No o | |
| If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. |
We anticipate our financial results for the three and nine months ended September 30, 2022, will differ significantly from the prior year, primarily due to our acquisitions of Silver Fuels Delhi, LLC and White Claw Colorado City, LLC on August 1, 2022. As a result of these acquisitions, we expect significant changes in our revenue, operating expenses, other income (expense), and net loss for the three and nine months ended September 30, 2022, compared to the three and nine months ended September 30, 2021. Additionally, our financial results for the three and nine months ended September 30, 2022, will also differ significantly from the prior year, due to: (i) our unrealized gains on marketable securities, (ii) changes in our general and administrative expenses largely due to increases in our executive compensation since our listing on Nasdaq, (iii) changes in net loss attributed to noncontrolling interests, and (iv) changes in our provision from income taxes. The exact amounts and the impact those amounts have on our financial statements will not be known until our financial statements for the three and nine months ended September 30, 2022 are completed.
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VIVAKOR, INC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: November 15, 2022 | By: | /s/ James Ballengee |
| Name: | James Ballengee | |
| Title: | Chief Executive Officer |
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