Vivakor, Inc.

July*** ***2026 Reverse Stock Split

On July 17, 2026, the Company effected a 1-for-20 reverse stock split of its common stock pursuant to a Certificate of Amendment to the Company’s Amended and Restated Articles of Incorporation following shareholder approval obtained at the Company’s Annual Meeting of Shareholders held on June 30, 2026.

March*** ***2026 Reverse Stock Split

On March 24, 2026, the Company effected a 1-for-200 reverse stock split of its common stock pursuant to a Certificate of Amendment to the Company’s Amended and Restated Articles of Incorporation following shareholder approval obtained at the Company’s Special Meeting held on December 22, 2025.

May*** 2026 Private Financing Transaction (the “May ***2026 Financing”)

Convertible Promissory Notes

The following summary of the May 2026 Notes does not purport to be complete and is qualified in its entirety by reference to the forms of May 2026 SPA and May 2026 Notes filed as exhibits to a previously filed Current Report on Form 8-K.

On May 8, 2026, the Company entered into a Securities Purchase Agreement (the “MAY 2026 SPA”) with certain institutional investors (collectively, the “Selling Stockholder”) providing for the issuance of convertible promissory notes (the “May 2026 Notes”) with aggregate gross proceeds to the Company of up to $12.0 million, before fees and expenses, in two closings. The May 2026 Notes have an aggregate principal amount of $15.0 million, reflecting a $3.0 million original issue discount of 20%.

The initial closing occurred on May 8, 2026, pursuant to which the Company received $6.0 million in gross proceeds. The second closing for an additional $6.0 million closed on July 16, 2026. Pursuant to the MAY 2026 SPA and the May 2026 Notes, the shares underlying the conversion of these two convertible promissory notes was registered on a Registration Statement on Form S-1 that went effective on July 16, 2026.

The May 2026 Notes are convertible into shares of the Company’s Common Stock at a conversion price equal to the greater of $0.37 per share and 80% of the lowest daily volume weighted average price (“VWAP”) of the Company’s common stock during the five trading days immediately preceding conversion. On July 15, 2026, the Company and the Selling Stockholder entered into an Amendment No. 1 to the MAY 2026 SPA, May 2026 Notes and SEPA, under which the parties agreed the Selling Stockholder would fund the second closing in exchange for the Company agreeing the $0.37 floor price per share would not change as a result of the Company’s 1-for-20 reverse stock split that went effective on July 17, 2026.

Conversions under the May 2026 Notes are generally subject to a 4.99% beneficial ownership limitation, which may be waived upon notice by the applicable holder. In addition, absent shareholder approval, conversions are limited to the extent necessary to comply with Nasdaq’s 19.99% issuance limitation.

The May 2026 Notes contain customary events of default, including payment and covenant defaults, which may result in acceleration of amounts due under the notes and certain additional default-related remedies, including an increase in the outstanding principal amount upon the occurrence of certain events of default.

The Company is using the proceeds from the May 2026 Financing for working capital, debt reduction, and general corporate purposes.

RBW Capital Partners LLC, a division of Dawson James Securities, Inc., acted as placement agent in connection with the May 2026 Financing.

Standby Equity Purchase Agreement

The following summary of the Standby Equity Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the form of the Standby Equity Purchase Agreement filed as an exhibit to the registration statement of which this prospectus forms a part.

On May 8, 2026, the Company entered into a standby equity purchase agreement (the “SEPA”) with an institutional investor (the “Selling Stockholder”) providing for the potential purchase by the Selling Stockholder of up to $100 million of the Company’s common stock over a 36-month period, subject to the terms and conditions of the SEPA.

Under the SEPA, the Company may, at its discretion, direct the Selling Stockholder to purchase shares of common stock from time to time, subject to specified volume limitations, pricing formulas, the number of shares registered under an effective registration statement and a 4.99% beneficial ownership limitation set forth in the agreement. Shares issued under the SEPA will generally be purchased at a discount to prevailing market prices.

The Company controls the timing and amount of any Company-directed sales under the SEPA, subject to the terms and limitations contained in the agreement; however, while any promissory note issued to the Selling Stockholder remains outstanding, the Selling Stockholder may deliver an Investor Notice that is deemed to be a Purchase Notice and requires the Company to issue shares under the SEPA at the applicable conversion price. Actual sales under the SEPA will depend on a variety of factors, including market conditions, trading prices of the Company’s common stock, and the Company’s capital needs.

In the event there are amounts due to the Selling Stockholder under any promissory note issued by the Company then the Selling Stockholder has the right to issue the Company an Investor Notice, which is deemed to be a Purchase Notice and requires the Company to issue the Selling Stockholder shares of Common Stock under the SEPA at the applicable conversion price in the relevant promissory note. The Company will not receive any cash proceeds from an Investor Notice but will receive a reduction in the amounts owed under the applicable promissory note.

The Company is required to file a separate registration statement covering 270,270,271 shares issuable under the SEPA, which must be declared effective by the SEC before any sales may occur under the agreement. The 270,270,271 shares being registered for issuance under the SEPA represent the maximum number of shares issuable under the Equity Line, including shares that may be issued pursuant to Company-directed Advances and Investor Notices.

Cedarview Forbearance Agreement

On May 6, 2026, the Company entered into a Forbearance Agreement (the “Cedarview Forbearance Agreement”) with Cedarview Opportunities Master Fund, LP (the “Investor”), under which the Investor agreed to forbear its rights under that certain Loan and Security Agreement (the “Cedarview Agreement”), dated February 5, 2024, the senior secured note to the Investor in an aggregate principal amount of $3,000,000 (the “Initial Note”), that certain Loan and Security Agreement, dated October 31, 2024, and a senior secured note to the Investor in an aggregate principal amount of $3,670,160.77 (the “Investor Second Note”, together with the Initial Note, the “Investor Notes”), as those documents have previously been amended, and the Investor agreed to extend the maturity date of the Initial Note and the Second Note to October 31, 2026, so long as the Company (i) make certain prepayments under the Existing Notes from the RBW SEPA or other financings, (ii) pays the Investor $250,000 from the second tranche of the RBW Financing, as a mandatory required prepayment of the Existing Notes, (iii) that if the Company closes the contemplated Olenox Transaction, by no later than the second (2nd) Business Day after such closing, the Company will pledge 2,000,000 shares of Olenox common stock the Company receives in the Olenox Transaction as additional collateral securing the Company’s payment obligations under the Existing Notes, in form and substance satisfactory to the Investor, in its sole discretion, and (iv) the Company issues the Investor 275,000 shares of its common stock, restricted in accordance with Rule 144 (the “Investor Shares”).

Relisting On Nasdaq

On April 23, 2026, the Company received a letter (the “April Letter”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Nasdaq Hearing Panel (the “Panel”) determined that the Company is in compliance with the Minimum Bid Price Requirement and that trading in the Company’s securities will resume trading on the Exchange effective April 27, 2026. Pursuant to Listing Rule 5815(d)(4)(B), the Company will be subject to a Mandatory Panel Monitor for a period of one year from the date of the April Letter. In the event that the Company becomes deficient with the Minimum Bid Price Requirement, the Company will not be afforded the opportunity to submit a compliance plan for the Staff’s consideration and the Staff will issue a Delisting Determination Letter, following which the Company may request review by the Panel, at which the Company may present a compliance plan for the Panel’s consideration.

Consulting Agreement

In May 2026, the Company entered into an Independent Contractor Agreement with William Tuorto for consulting services he is performing for the Company dating back to April 1, 2026. In connection with the agreement, the Company issued 3,455 shares of common stock under the 2023 Plan, which shares were issued without a restrictive legend pursuant to a Form S-8 registration statement. Under the terms of the agreement, the consultant is Consultant responsible for assisting in the management and operations related to the Company being a public company; providing advice regarding the strategy of the Company and its subsidiaries; general advice regarding dispositions and/or acquisitions and negotiation assistance, which the Company believes will be beneficial to it; and any other consulting and project management services the Company may stand in need of as communicated in writing (the “Services”). In exchange for the Services, the Company agreed to pay the consultant $50,000 per month, with additional fees due if the Company achieves certain EBITDA thresholds for the quarters ending June 30, 2026, September 30, 2026 and December 31, 2026. The Company also agreed to pay the Consultant a $300,000 contract signing fee. All fees owed to the Consultant are payable in shares of the Company’s common stock, priced at the 52-week low closing price preceding the applicable calendar quarter, with such price not subject to adjustment for stock splits, and payable out of any applicable equity incentive plan the Company has in place that has been registered under Form S-8 so the shares may be issued without a restrictive legend.