Vivakor Inc

For the period ended Dec 31, 2023. Filed Apr 17, 2024.

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Apr 17, 2024

VIVK$0.29-22.8%Stored close · as of Nov 10, 2026

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Contents

Item 15. Exhibits and Financial Statement Schedules

The following documents are filed as part of this Annual Report on Form 10-K:

a)	Financial Statements:

Our financial statements and the Report of Independent Registered Public Accounting Firm are included herein on page F-2.

b)	Financial Statement Schedules:

The financial statement schedules are omitted as they are either not applicable or the information required is presented in the financial statements and notes thereto on page F-1.

Exhibits:

EXHIBIT INDEX

Incorporated by Reference · Filed or Furnished
Exhibit No.	Exhibit Description	Form	Date	Number	Herewith
1.1	Underwriting Agreement	S-1/A	2/10/22	1.1
2.1	Membership Interest Purchase Agreement dated as of June 15, 2022, by and among the Registrant, Jorgan Development, LLC and JBAH Holdings LLC re SFD and WCCC	8-K	6/22/22	2.1
2.2	Agreement and Plan of Merger dated February 26, 2024 by and among Vivakor, Inc., Empire Energy Acquisition Corp., and Empire Diversified Energy, Inc.	8-K	3/1/24	2.1
2.3	Membership Interest Purchase Agreement dated as of March 21, 2024, by and among the Registrant, Jorgan Development, LLC and JBAH Holdings LLC re Endeavor Entities	8-K	3/25/24	2.1
3.1	Amended and Restated Articles of Incorporation	S-1	11/10/20	3.1
3.2	Bylaws	S-1	11/10/20	3.2
3.3	Amendments to Amended and Restated Articles of Incorporation	S-1	11/10/20	3.3
3.4	Form of Certificate of Change	S-1/A	2/4/22	3.4
3.5	Certificate of Amendment to Amended and Restated Articles of Incorporation, filed with the Secretary of State of the State of Nevada on January 5, 2024	8-K	1/11/24	3.1
3.6	Form of Certificate of Designation-Series A Preferred Stock	8-K	3/25/24	3.1
4.1	Description of Securities				Filed
4.2	Form of Representative Warrant	S-1/A	2/10/22	4.1
4.3	Payroll Protection Program Loan, with Chase Bank	S-1/A	2/12/21	4.4
4.4	Payroll Protection Program Loan, with Blue Ridge Bank	S-1/A	2/12/21	4.5
4.5	Small Business Association Loan	S-1/A	2/12/21	4.6
4.6	Form of Secured Promissory Note of Registrant	8-K	6/22/22	4.1
4.7	Form of Note Amendment, dated October 28, 2022	8-K	11/3/22	4.2
4.8	Promissory Note with Al Dali International for Gen. Trading & Cont. Co. dated June 20, 2023	8-K	6/23/23	4.1
4.9	Stock Option Agreement with Al Dali International for Gen. Trading & Cont. Co. dated June 20, 2023	8-K	6/23/23	4.2
4.10	Form of Convertible Promissory Note with Third Party Investor dated July 6, 2023	10-Q	7/28/23	4.3
4.11	Vivakor, Inc. Promissory Note dated February 5, 2024, in the principal amount of $3,000,000 issued to Cedarview Opportunities Master Fund LP	8-K	2/12/24	4.1
10.1*	Vivakor, Inc. 2021 Stock Incentive Plan	S-1/A	2/9/22	10.8
10.2*	Vivakor, Inc. 2023 Equity and Incentive Plan	S-8	2/9/24	99.1
10.3	Intellectual Property Agreement by and between VivaVentures Precious Metals, LLC and Vivakor, Inc.	S-1/A	4/12/21	10.15
10.4	Form of Operating Agreement VV UTSI	S-1/A	4/12/21	10.16
10.5	Restated Working Interest Agreement by and between VivaVentures Energy Group, Inc. and VivaVentures UTSI, LLC	S-1/A	2/12/21	10.17
10.6	Amendment No. 1 to Amended and Restated Working Interest Agreement by and between VivaVentures Energy Group, Inc. and VivaVentures UTSI, LLC	S-1/A	2/12/21	10.18
10.7	Operating Agreement VV RII	S-1/A	2/12/21	10.19
10.8	Restated Working Interest Agreement by and between VivaVentures Energy Group, Inc. and VivaVentures Royalty II	S-1/A	2/12/21	10.20
10.9	Articles of Association of Vivakor Company	S-1/A	2/12/21	10.21
10.10	Form of LLC Agreement of IMX	S-1/A	4/12/21	10.22
10.11	Form of LLC Agreement of RPC Design	S-1/A	4/12/21	10.23
10.12	Form of LLC Agreement of Viva Wealth	S-1/A	4/12/21	10.24

10.13	Form of LLC Agreement of VOF	S-1/A	4/12/21	10.25
10.14	Agreement Regarding Assets, entered into as of December 3, 2018	S-1/A	2/12/21	10.26
10.15	Amendment to Agreement	S-1/A	2/12/21	10.27
10.16	Amendment No. 3 to Novus Loan Agreement	S-1/A	4/12/21	10.30
10.17	Amendment No. 4 to Novus Loan Agreement	10-K	4/15/2022	10.21
10.18	Amendment No. 5 to Novus Loan Agreement	10-K	4/15/2022	10.22
10.19	Master Revolving Note made in favor of Triple T	S-1/A	4/12/21	10.29
10.20	Sensor Technology License Agreement	S-1/A	7/2/21	10.32
10.21	Amendment No. 1 to the Sensor Technology License Agreement	S-1/A	7/2/21	10.33
10.22	Amendment No. 2 to the Sensor Technology License Agreement	10-K	4/15/22	10.26
10.23	Amendment No. 3 to the Sensor Technology License Agreement	10-K	4/15/22	10.27
10.24	Amendment No. 4 to the Sensor Technology License Agreement	10-K	4/15/22	10.28
10.25	Services Agreement, entered into on December 14, 2021	8-K	12/20/21	10.1
10.26	Land Lease Agreement	8-K	3/15/22	10.1
10.27	Product Off-Take Agreement, by and between Vivaventures Energy Group, Inc., and Hot Oil Transport, LLC, dated April 26, 2022	8-K	5/2/22	10.1
10.28*	Executive Employment Agreement, dated June 9, 2022, by and between Vivakor, Inc. and Tyler Nelson	8-K	6/14/22	10.2
10.29	Form of Shared Services Agreement among Endeavor Crude, LLC, Silver Fuels Delhi LLC and White Claw Colorado City, LLC	8-K	6/22/22	10.1
10.30	Form of Pledge Agreement	8-K	6/22/22	10.2
10.31	Form of Master Netting Agreement among Registrant, Silver Fuels Delhi LLC, White Claw Colorado City, LLC, Jorgan Development, LLC, JBAH Holdings, LLC, Endeavor Crude, LC and White Claw Crude, LLC	8-K	6/22/22	10.3
10.32	Form of Guaranty Agreement	8-K	6/22/22	10.4
10.33	Form of Lock-Up Agreement	8-K	6/22/22	10.5
10.34	Form of Assignment of Membership Agreement	8-K	6/22/22	10.6
10.35	Form of Release Agreement	8-K	6/22/22	10.7
10.36	Oil Storage Agreement dated January 1, 2021 by and between White Claw Colorado City, LLC and White Claw Crude, LLC	8-K	6/22/22	10.8
10.37	Crude Petroleum Supply Agreement dated January 1, 2021 by and between White Claw Crude, LLC and Silver Fuels Delhi LLC	8-K	6/22/22	10.9
	Form of first Amendment to Crude Petroleum Supply agreement dated January 1, 2021 by and between White Claw Crude, LLLC and Silver Fuels Delhi LLC	8-K	6/22/22	10.10
10.38*	Executive Employment Agreement, by and between Vivakor, Inc. and James Ballengee, dated October 28, 2022	8-K	11/3/22	10.1
10.39	Land Lease	8-K	12/21/22	10.1
10.40*	Executive Employment Agreement with Leslie D. Patterson	10-Q	7/28/23	10.1
10.41	Consulting Agreement with Matthew Nicosia	10-Q	7/28/23	10.2
10.42	Consulting Agreement with Trent Staggs	10-Q	7/28/23	10.3
10.43	Equipment Lease Agreement with Viva Wealth Fund, LLC dated June 26, 2023	10-Q	7/28/23	10.4
10.44	Schedule No. 2 to Master Agreement between Maxus Capital Group, LLC and White Claw Colorado City, LLC dated May 23, 2023	10-Q	7/28/23	10.5
10.45	Loan and Security Agreement dated February 5, 2024, by and among Vivakor, Inc., as borrower, subsidiaries of Vivakor, Inc., as guarantors, the lenders party thereto, and Cedarview Opportunities Master Fund LP, as agent for the lenders	8-K	2/12/24	10.1
10.46	Pledge Agreement dated February 5, 2024, by and among Vivakor, Inc., each of Vivakor, Inc.’s subsidiaries party thereto and Cedarview Opportunities Master Fund LP, as agent for the lenders	8-K	2/12/24	10.2

10.47	Guaranty dated February 5, 2024, by and among subsidiaries of Vivakor, Inc. and Cedarview Opportunities Master Fund LP	8-K	2/12/24	10.3
10.48	Security Agreement dated February 5, 2024, between Vivakor, Inc., and Cedarview Opportunities Master Fund LP	8-K	2/12/24	10.4
10.49	Form of Parent Voting and Support Agreement re Empire Merger Agreement	8-K	3/1/24	10.1
10.50	Form of Empire Voting and Support Agreement re Empire Merger Agreement	8-K	3/1/24	10.2
10.51	Form of Lock-Up Agreement re Empire Merger Agreement	8-K	3/1/24	10.3
10.52	Form of Escrow Agreement re Empire Merger Agreement	8-K	3/1/24	10.4
10.53	Form of Lockup Agreement re Endeavor MIPA	8-K	3/25/24	10.1
10.54	Net Working Capital Sample Calculation re Endeavor MIPA	8-K	3/25/24	10.2
10.55	Form of First Amended and Restated Master Netting Agreement re Endeavor MIPA	8-K	3/25/24	10.3
10.56	Promissory Note dated December 5, 2023 with Keke Mingo				Filed
10.57	Convertible Promissory Note dated March 29, 2024 with Keke Mingo	8-K	4/12/24	4.1
21.1	List of Subsidiaries				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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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.