UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act.
ITEM 1.01 ENTRY INTO A MATERIAL AGREEMENT.
Executive Employment Agreement
On June 26, 2024 (the “Effective Date”), Vivakor, Inc. (the “Company”), pursuant to the approval of its Board of Directors (the “Board”), on the recommendation of the Compensation Committee of the Board entered into that certain Executive Employment Agreement with Patrick M. Knapp to join the Company as its Executive Vice President, General Counsel, & Secretary (the “Knapp Agreement”).
The Knapp Agreement provides for an annual base salary of $350,000, payable in equal installments every two weeks. In addition, the Knapp Agreement provides for annual incentive cash and equity compensation of up to $840,000 based on certain performance goals as further set forth therein. As an inducement to enter into the Knapp Agreement, Mr. Knapp shall receive a one-time signing grant of Company common stock equivalent in value to $250,000, which are priced per share based on the volume-weighted average price for the preceding five (5) trading days prior to the day of such grant (calculated to be 140,190 shares based on the effective date of the Knapp Agreement), subject to an eighteen (18)-month lockup period and a conditional clawback obligation concurrent therewith, which shall be granted within thirty (30) days after the Start Date, as defined therein. Pursuant to the Knapp Agreement, Mr. Knapp’s employment is at-will under Texas law, except as modified therein. Mr. Knapp’s employment with the Company began on June 26, 2024.
As previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2024, the Company entered into that certain Agreement and Plan of Merger dated effective February 26, 2024 with Empire Energy Acquisition Corp. and Empire Diversified Energy, Inc. (the “Merger Agreement”). The Company obtained the consent of Empire Diversified Energy, Inc. with respect to the Knapp Agreement, as required under Section 5.02(iv) of the Merger Agreement.
Item 1.01 of this Current Report on Form 8-K contains only a brief description of the material terms of the Knapp Agreement and does not purport to be a complete description of the rights and obligations of the parties to the Knapp Agreement, and such description is qualified in its entirety by reference to the full text of the Knapp Agreement, a copy of which is filed herewith as Exhibit 1.01.
Item 3.02 Unregistered Sales of Equity Securities.
To the extent required by this Item 3.02, the information contained in Item 1.01 is incorporated herein by reference. In accordance with the Knapp Agreement, on July 2, 2024 the Company issued Mr. Knapp 140,190 shares of its common stock for the $250,000 signing bonus. The Company relied on the exemption provided for under Section 4(a)(2) for the issuance of 140,190 restricted shares of its common stock as Mr. Knapp is an accredited investor and familiar with the Company’s operations.
As previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 12, 2024, the Company issued an amended and restated convertible promissory note in the principal amount of $1,000,000 to a non-affiliated individual investor. On July 1, 2024, the Company issued 903,095 shares of its common stock to the non-affiliated investor for the conversion of his $1M principal amount convertible promissory note. The investor converted the all the outstanding principal and interest due under the promissory note in the amount of $1,048,493.15 into 903,095 shares of common stock pursuant to the terms of the promissory note. The Company relied on the exemption provided for under Section 4(a)(2) for the issuance of the 903,095 restricted shares of its common stock as the Lender is an accredited investor and familiar with the Company’s operations.
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
To the extent required by this Item 5.02, the information contained in Item 1.01 is incorporated herein by reference.
Pat Knapp, 39, Executive Vice President, General Counsel, and Secretary
Patrick M. Knapp is an accomplished corporate securities lawyer whose practice has focused on M&A, financings, and complex commercial transactions principally relating to midstream liquids such as crude oil, refined products, and oilfield produced water. He has represented oil and gas producers, marketers, refiners, midstream infrastructure providers, OFS companies, and oilfield waste recyclers in billions of dollars’ worth of transactions in the United States, Canada, and Mexico. Prior to Vivakor, he was a partner in the energy practice at Jackson Walker LLP from 2021-2024, where he organized and led the firm’s oilfield produced water working group. From 2019-2021, he was a partner at the international law firm McGuireWoods LLP. Knapp holds a bachelor’s degree in economics and marketing from the University of Notre Dame and a juris doctor from Southern Methodist University. He is Chairman of the Sister Loyola Foundation, a nonprofit supporting Catholic education through scholarships and grants. Mr. Knapp is admitted to practice law in Texas.
The Board believes that Mr. Knapp’s legal and management experience, as well as his extensive knowledge of the midstream petroleum industry, makes him ideally qualified to help lead the Company towards continued growth and success.
There are no arrangements or understandings between Mr. Knapp and any other person pursuant to which he was selected as an officer. There are no existing relationships between Mr. Knapp or the Company or any of their respective subsidiaries that would require disclosure pursuant to Item 404(a) of Regulation S-K or any familial relationship that would require disclosure under Item 401(d) of Regulation S-K.
Item 8.01 Other Events.
On July 2, 2024, the Company issued a press release providing an update on the on the closing of its previously announced acquisition of Endeavor Crude, LLC, Meridian Equipment Leasing, LLC, its subsidiary CPE Gathering MidCon, LLC, Equipment Transport, LLC, its subsidiary ET EmployeeCo, LLC, and Silver Fuels Processing, LLC. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
In reviewing the agreements included or incorporated by reference as exhibits to this Current Report on Form 8-K, please remember that they are included to provide readers with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and:
| ● | should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; |
| ● | have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement; |
| ● | may apply standards of materiality in a way that is different from what may be viewed as material to other investors; and |
| ● | were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments. |
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Current Report on Form 8-K and in the Company’s other periodic filings which are available without charge through the SEC’s website at http://www.sec.gov.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VIVAKOR, INC. | |||
| Dated: July 2, 2024 | By: | /s/ James H. Ballengee | |
| Name: | James H. Ballengee | ||
| Title: | Chairman, President & CEO | ||
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Exhibit 10.1
Execution Version
EXECUTIVE EMPLOYMENT AGREEMENT
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) dated effective June 26, 2024 (the “Effective Date”), is by and between Vivakor, Inc., a Nevada corporation (the “Company”), and PATRICK M. KNAPP, an individual domiciled in Dallas County, Texas (the “Executive”). The Company and Executive may herein be referred to individually as a “Party” or collectively as the “Parties”.
WHEREAS, Executive is an accomplished corporate energy lawyer whose practice focuses on mergers and acquisitions, financings, and complex commercial transactions principally relating to midstream liquids such as crude oil, refined products, and oilfield produced water;
WHEREAS, Executive is currently a partner in the law firm of Jackson Walker LLP, where he has organized and led the firm’s produced water working group;
WHEREAS, Executive possesses substantial knowledge, experience, skills, and relationships in the legal community and midstream petroleum business in which the Company is currently engaged, having previously served as a partner at other law firms and as in-house counsel to large midstream providers;
WHEREAS, Company desires to employ the Executive pursuant to the terms and conditions herein contained, and Executive desires to be employed by Company upon the terms and conditions herein contained;
NOW THEREFORE, in consideration of the mutual promises, covenants and obligations set forth herein, the Parties agree as follows:
1. Employment. The Company shall employ the Executive and the Executive shall accept such employment subject to the terms and conditions contained in this Agreement upon a mutually-agreeable start date of the Executive’s employment (the “Start Date”). From and after the Start Date, the Executive shall be engaged as an employee of the Company and the Executive and the Company do not intend to create a joint venture, partnership or other relationship that might impose similar such fiduciary obligations on the Executive or the Company in the performance of this Agreement. In all respects not controlled by or set forth in this Agreement, the Executive’s employment shall be at-will according to the laws of the State of Texas.
2. Executive’s Duties. The Executive shall be employed on a full-time basis. Throughout the term of this Agreement, the Executive will use the Executive’s best efforts and due diligence to assist the Company in the objective of achieving the most profitable operation of the Company and the Company’s affiliated entities consistent with developing and maintaining a quality business operation.
(a) Specific Rights and Duties. From the Start Date and the term of this Agreement, the Executive shall have the title of Executive Vice President, General Counsel, and Secretary of the Company (and, if applicable, its affiliates and subsidiaries). The Executive agrees to perform all of the services required to fully and faithfully execute the offices and positions to which the Executive is appointed and such other services as may be reasonably directed by the Chief Executive Officer and the Board of Directors of the Company in accordance with this Agreement. The Executive’s principal place of employment will be in Dallas County, Texas.
(b) Modifications. The precise duties to be performed by the Executive may be extended or curtailed in the discretion of the Chief Executive Officer and the Board of Directors of the Company, as reflected in writing. However, except for termination for Cause (as hereinafter defined in this Agreement), the withdrawal of the designation of the Executive as Executive Vice President of the Company (or more senior title), or the assignment of the performance of duties incumbent on the foregoing offices to other persons without the prior written consent of the Executive shall constitute termination without Cause of the Executive by the Company.
(c) Employee Handbook. From time to time, the Company or its parent companies may issue policies and procedures applicable to employees and the Executive including an Employment Policies Manual or Employee Handbook. The Executive agrees to comply with such policies and procedures, except to the extent such policies are inconsistent with this Agreement. Such policies and procedures may be supplemented, modified, changed or adopted without notice in the sole discretion of the Company at any time. In the event of a conflict between such policies and procedures and this Agreement, this Agreement shall control unless compliance with this Agreement will violate any governmental law or regulation applicable to the Company or its affiliated entities. Any activity by the Executive that is expressly permitted by this Agreement is hereby deemed by the Company not to violate such policies and procedures.
3. Executive’s Compensation. The Company agrees to compensate the Executive as follows:
(a) Incentive Equity Signing Bonus. No later than thirty (30) calendar days after the Start Date, restricted shares of the Company’s common stock equal to Two Hundred Fifty Thousand and No/100s U.S. Dollars ($250,000.00), as defined below, shall be paid to the Executive as an incentive equity grant to enter into this Agreement (collectively, the “Signing Bonus”). All of the Signing Bonus will be priced per share based on the volume-weighted average price for the preceding five (5) NASDAQ trading days prior to the day of such grant. All shares comprising the Signing Bonus shall be issued under the Company’s 2024 Equity and Incentive Plan or successor plan and otherwise in accordance with applicable law and the rules and regulations of The Nasdaq Capital Market, and, in the event that any such shares cannot be issued because compliance with such requirements has not been met, the obligation to issue such shares will be accrued until such time as such compliance requirements have been satisfied. As a condition to receiving the Signing Bonus, the Executive must execute and enter into a lock-up agreement substantially and materially in the form and content set forth on Exhibit “B” hereto. Should the Executive resign or be terminated for Cause pursuant to Section 5(b) below within eighteen (18) months of the Start Date hereof, then the Company shall have the right, subject to applicable governing law, to recoup the value of the Signing Bonus from Executive upon written demand. Executive hereby agrees that Executive shall promptly repay to the Company the Signing Bonus at the time or times and in the form of restricted common stock originally granted by the Company or such other mutually-agreed form of payment.
(b) Base Compensation. Annualized cash salary compensation equal to not less than Three Hundred Fifty Thousand and No/100s U.S. Dollars ($350,000.00 USD) shall be paid to the Executive in equal bi-weekly installments (the “Base Compensation”). The Base Compensation may be further increased by the Company from time to time.
(c) Annual Incentive Compensation.
(i) On an annual basis, the Company shall provide revenue and profitability guidance for the Company (and its subsidiaries and affiliates, if applicable), identifying Company performance targets expressed as earnings before interest, taxes, depreciation, and amortization (“EBITDA”). At the conclusion of each fiscal year, the Company shall determine its incremental progress towards achieving such EBITDA, to be expressed as a percentage (the “EBITDA Goal Attainment”). The EBITDA Goal Attainment utilized in calculating incentive compensation under this subsection (c) shall be greater than or equal to the corresponding EBITDA Goal Attainment percentages set forth on Exhibit “C”. For example, if the EBITDA Goal Attainment is calculated to be 95%, the EBITDA Goal Attainment percentage set forth on Exhibit “C” utilized in calculating incentive compensation hereunder would be 90%.
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(ii) The Executive shall be eligible for an annual cash incentive bonus (the “Cash Incentive Bonus”) equal to the then-current Base Compensation multiplied by the Cash Bonus Multiplier corresponding to the EBITDA Goal Attainment set forth on Exhibit “C” hereto (such Exhibit “C”, the “Incentive Compensation Matrix”), for a total annual Cash Incentive Bonus. The Cash Incentive Bonus shall be paid to Executive no later than the last business day of March of the year succeeding the year for which the Cash Incentive Bonus is calculated, less applicable governmental withholdings.
(iii) The Executive shall be eligible for an annual equity incentive bonus (the “Equity Incentive Bonus”) equal to the then-current Base Compensation multiplied by the Equity Bonus Multiplier corresponding to the EBITDA Goal Attainment set forth on the Incentive Compensation Matrix, for a total annual Equity Incentive Bonus. The Equity Incentive Bonus shall be granted to Executive no later than the last business day of March of the year succeeding the year for which the Equity Incentive Bonus is calculated, less applicable governmental withholdings, and shall be remitted in restricted shares of the Company’s common stock priced per share based on the volume-weighted average price for the preceding five (5) NASDAQ trading days prior to the grant date. All shares comprising an Equity Incentive Bonus shall be issued under the Company’s 2024 Equity and Incentive Plan or successor plan and otherwise in accordance with applicable law and the rules and regulations of The Nasdaq Capital Market, and, in the event that any such shares cannot be issued because compliance with such requirements has not been met, the obligation to issue such shares will be accrued until such time as such compliance requirements have been satisfied. As a condition to receiving each Equity Incentive Bonus, unless and until the adoption, filing, and implementation of non-qualified deferred compensation plan awarding equity incentive compensation to a select group of management or highly-compensated employees of the Company (and, if applicable, its affiliates and subsidiaries) which may set forth vesting schedules, forfeiture provisions, and other requirements (a “Top Hat Plan”), the Executive must execute and enter into a lock-up agreement substantially and materially in the form and content set forth on Exhibit “B” hereto at the time of such award.
(iv) The Executive shall be eligible for such additional bonuses in such amounts and at such times, annual or otherwise, as determined in the discretion of the Compensation Committee of the Board of Directors of the Company.
(v) For purposes of calculating the amounts due and owing Executive under Sections 3(c)(ii) and 3(c)(iii) for the first partial calendar year of this Agreement only, the Parties stipulate and agree that (A) all such incentive compensation shall be pro-rated for calendar year 2024, and (B) the Company’s current year EBITDA guidance for 2024 is stipulated and deemed to be $19,000,000. Furthermore, the Company shall have the right to adjust EBITDA guidance for purposes of calculating the EBITDA guidance for 2024 in connection with any mergers, acquisitions, or business combination transactions agreed and entered into subsequent to the Effective Date hereof.
(vi) Notwithstanding anything contained in this Agreement to the contrary, the Incentive Compensation Matrix may be modified, amended, and replaced by the Company, in its sole discretion, at any time or from time to time, upon (A) the adoption, filing, and implementation of a Top Hat Plan, and (B) specific written reference and notice to Executive that the Incentive Compensation Matrix set forth in this Agreement is being modified, amended, and replaced by such plan.
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(d) Benefits. The Company agrees to extend to the Executive retirement benefits, deferred compensation, reimbursement of reasonable expenditures for state and local bar association dues, continuing legal education, travel, meal, lodging, entertainment, customer development and retention, and any other benefits the Company provides to other executives or officers from time to time on the same terms as such benefits are provided to such individuals, as well as coverage under the Company’s medical, life and disability insurance plans, if any (the “Benefits”). If the Executive is accepted for coverage under such plans, the Company will provide such coverage on the same terms as is customarily provided by the Company to the plan participants as modified from time to time. The Company may condition any such benefits on the Executive paying any amounts which the Company requires other employees to pay with respect to such benefits. Executive will be entitled to business class airline travel and lodging on all domestic and international travel in performance of Executive’s duties hereunder either paid for or reimbursed by the Company when upgrades through other means are unavailable.
(e) Retirement Plan Contributions. Notwithstanding anything contained herein to the contrary, in lieu of any cash compensation set forth in Sections 3(b) and 3(c), on annual basis Executive may elect, in their sole and absolute discretion, for Company to contribute to Executive’s retirement plan maintained by the Company such amount of cash compensation as directed by Executive, up to the maximum total annual combined contribution limit of employer and employees to retirement plans set forth by the Internal Revenue Service, and to deduct the same from Executive’s Base Compensation or Cash Incentive Bonus, as directed. Such amount shall be remitted as an employer contribution to Executive’s retirement plan maintained by the Company. Such retirement plan contributions shall be deducted by Company on a pre-tax basis, as applicable, from Executive’s cash compensation set forth in Sections 3(b) and 3(c).
(f) Vacation. The Executive will be entitled to take paid time off, sick leave, and vacation in accordance with the Company’s general employment policies.
4. Term. This Agreement shall be for a term commencing on the Effective Date and terminating at the conclusion of the Executive’s employment by the Company, whether by resignation, termination without cause, termination for Cause, or death of the Executive.
5. Termination. This Agreement may be terminated in accordance with the following terms and conditions:
(a) Termination without Cause. The Executive or the Company may terminate the Executive’s employment without Cause at any time by the service of written notice of termination to the Executive specifying an effective date of such termination not sooner than five (5) business days after the date of such notice (the “Termination Date”). In the event the Executive is terminated without Cause by the Company, the Executive shall be entitled to: (i) a lump sum payment of the then-current Base Compensation in an amount equal to one (1) calendar year’s pay; (ii) excepting participation in any retirement or deferred compensation plan maintained by the Company, continuation of the Benefits at the levels and upon the terms provided on the date of termination hereunder, for one (1) year following termination of Executive’s employment; (iii) all accrued but unused paid time off, vacation days, personal days, and sick days, and (iv) the cost of outplacement services (the “Termination Compensation”).
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(b) Termination for Cause. The Company may terminate this Agreement for Cause. For purposes of this Agreement, “Cause” means: (i) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of the Company subsidiaries (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (ii) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company shall have only the obligation to pay (x) accrued but unpaid Base Compensation and (y) accrued but unpaid paid time off, including sick days, vacation days, and personal days, to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Cause.
(c) Termination for Diminution of Duties. If the Executive resigns their Employment for (i) a material and adverse diminution of the Executive’s duties, responsibilities or authorities, (ii) a reduction in the Base Compensation, (iii) a relocation of the Executive’s principal place of employment more than fifty (50) miles outside the Dallas-Fort Worth metropolitan area (each, a “Diminution”), then the Executive shall be entitled to the Termination Compensation. The Executive must deliver written notice of a Diminution to the Board of Directors of the Company and permit the Company thirty (30) days to cure such Diminution.
(d) Termination after Change in Control. If, during the term of this Agreement, (i) a party (other than the Company, its affiliates, the Executive, or James H. Ballengee and/or his affiliates) acquires fifty percent (50%) or more of the outstanding voting equity interests in the Company or its parent company, (ii) the Company or its parent company sells all or substantially all of the Company’s assets, or (iii) the Board of Directors of the Company approve a resolution or plan for liquidation or dissolution of the Company (each, a “Change in Control”), and the Executive is terminated within one (1) calendar year of the consummation of such Change in Control, then the Executive shall be entitled to the Termination Compensation.
(e) Payment. The Termination Compensation under this paragraph shall be paid no later than ten (10) calendar days subsequent to termination of the Executive’s employment. All payments shall be made in either U.S. Dollars or shares of the Company’s common stock, in the form in which the Executive was receiving his Base Compensation at the time of termination, unless the parties shall otherwise mutually agree, less applicable governmental withholdings. Subsequent to a termination without Cause of the Executive’s employment, the receipt of a notice of Diminution of Duties by the Board of Directors, or a Change in Control, the Company shall be prohibited from terminating the Executive for Cause.
(f) Release. As a condition to receiving the Termination Compensation, the Company may require the Executive to execute a release materially and substantially in the form and content attached hereto as Exhibit “A”. The Company shall be obligated to pay the Executive in accordance with the terms hereof only if the Executive returns an originally-executed copy of such release to the Company’s designated representative.
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6. Death of Executive. If the Executive dies during the term of this Agreement, the Company shall be obligated to pay the Executive’s designee or estate the Termination Compensation at the time of the Executive’s death in addition to any Benefits that may be due and owing to the Executive.
7. Indemnification. In addition to any rights Executive may have under the Company’s charter, bylaws, or other governing documents, the Company agrees to indemnify Executive and hold Executive harmless, both during the Term and thereafter, against all costs, expenses (including, without limitation, fines, excise taxes and attorneys’ and accountants’ fees) and liabilities (other than settlements to which the Company does not consent, which consent shall not be unreasonably withheld) (collectively, “Losses”) reasonably incurred by Executive in connection with any claim, action, proceeding or investigation brought against or involving Executive with respect to, arising out of or in any way relating to Executive’s employment with the Company; provided, however, that the Company shall not be required to indemnify Executive for Losses incurred as a result of Executive’s intentional misconduct or gross negligence (other than matters where Executive acted in good faith and in a manner he reasonably believed to be in and not opposed to the Company’s best interests). Executive shall promptly notify the Company of any claim, action, proceeding or investigation under this paragraph and the Company shall be entitled to participate in the defense of any such claim, action, proceeding or investigation and, if it so chooses, to assume the defense with counsel selected by the Company; provided that Executive shall have the right to employ counsel to represent them (at the Company’s expense) if Company counsel would have a conflict of interest in representing both the Company and Executive. The Company shall not settle or compromise any claim, action, proceeding or investigation without Executive’s consent, which consent shall not be unreasonably withheld; provided, however, that such consent shall not be required if the settlement entails only the payment of money (and no admission of guilt or wrong doing by Executive) and the Company fully indemnifies Executive in connection therewith. The Company further agrees to advance any and all expenses (including, without limitation, the fees and expenses of counsel) reasonably incurred by Executive in connection with any such claim, action, proceeding or investigation. The Company, as soon as reasonably possible, will obtain and maintain a policy of directors’ and officers’ liability insurance covering Executive and, notwithstanding the expiration or earlier termination of this Agreement, the Company shall maintain a directors’ and officers’ liability insurance policy covering Executive for a period of time following such expiration or earlier termination equal to the statute of limitations for any claim that may be asserted against Executive for which coverage is available under such directors’ and officers’ liability insurance policy. The provisions of this paragraph shall survive the termination of this Agreement without limitation.
8. Arbitration. Any dispute, controversy or claim arising out of or relating in any way to the employment of the Executive or this Agreement, including without limitation any dispute concerning the construction, validity, interpretation, enforceability or breach of Agreement, shall be solely and exclusively resolved by confidential, binding arbitration upon a Party’s submission of the dispute to arbitration. The demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in question has arisen, and in no event shall it be made more than two (2) years from when the aggrieved Party knew or should have known of the controversy, claim, dispute or breach.
(a) This agreement to arbitrate shall be specifically enforceable. A Party may apply to any court with jurisdiction for interim or conservatory relief, including without limitation a proceeding to compel arbitration.
(b) The arbitration shall be conducted by one (1) arbitrator to be selected by the Executive. Any Party may initiate arbitration by serving notice upon the other Party and filing a demand for arbitration with the American Arbitration Association.
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(c) Unless waived in writing by all parties to the arbitration, the arbitration shall be conducted in accordance with the then-existing Expedited Labor Arbitration Rules of the American Arbitration Association, and shall be held and conducted in Dallas County, Texas.
(d) Except as may be required by law, neither Party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of the other Party.
(e) No later than thirty (30) days after the selection of an arbitrator, each Party shall prepare and deliver to both the arbitrator and other Party its last, best offer for fully and finally resolving the dispute and a memorandum in support thereof. The Parties shall also provide the arbitrator with a copy of this Agreement. Each Party may submit to the arbitrator (with a copy to the other Party) a rebuttal to the other Party’s support memorandum and will at such time have the opportunity to amend its last such offer based on any new information contained in the other Party’s support memorandum. Within forty-five (45) days after the arbitrator’s appointment, the arbitrator will select from the two (2) proposals provided by the Parties the proposal such arbitrator believes is most consistent with the intent of the Parties when this Agreement was entered into; provided, however, the arbitrator may not alter the terms of this Agreement nor the proposals of either Party.
(f) Notwithstanding the foregoing, the arbitrator shall have no authority to award punitive, consequential, special, or indirect damages, or equitable relief. The arbitrator shall award interest from the time of the breach to the time of payment of the award at the rate equal to the prime rate of interest published in the most recent edition of The Wall Street Journal at the time of any award plus three percent (3%).
(g) The cost of the arbitration proceeding, as applicable (including, without limitation, reasonable attorneys’ fees and costs, expert fees, arbitrator fees, and related costs and expenses), shall be borne by the non-prevailing Party. The cost of any proceeding in court to confirm or to vacate any arbitration award shall be borne by the non-prevailing Party thereto. For purposes of this subsection, the “non-prevailing Party” is the Party whose proposal was not selected by the arbitrator for award.
(h) The arbitrator’s award or decision shall be final, binding, and non-appealable. It is specifically understood and agreed that any Party may enforce any award rendered pursuant to the arbitration provisions hereof by bringing suit in a court of competent jurisdiction situated in Dallas County, Texas. IN RESPECT OF ANY ENFORCEMENT ACTION OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, EACH OF THE PARTIES HERETO IRREVOCABLY CONSENTS AND WAIVES ALL OBJECTION TO THE CONTRARY TO THE SOLE AND EXCLUSIVE JURISDICTION AND VENUE OF ANY COURT OF COMPETENT JURISDICTION LOCATED WITHIN DALLAS COUNTY, STATE OF TEXAS, WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON HIM, AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY FIRST CLASS REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, DIRECTED TO HIM AT THE ADDRESS SPECIFIED IN THIS AGREEMENT.
(i) Executive has read and understands this arbitration provision and has had the opportunity to seek independent legal counsel regarding the process and potential impact of binding arbitration.
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9. Miscellaneous. The Parties further agree as follows:
(a) Time. Time is of the essence with respect to this Agreement.
(b) Notices. Any notice, payment, demand or communication required or permitted to be given by any provision of this Agreement will be in writing and will be deemed to have been given when delivered personally or by facsimile to the party designated to receive such notice, or on the date following the day sent by overnight courier, or on the third (3rd) business day after the same is sent by certified mail, postage and charges prepaid, directed to the following address or to such other or additional addresses as any party might designate by written notice to the other party:
| To the Company: | Vivakor, Inc. | |
| 5220 Spring Valley Rd., Ste. 415 | ||
| Dallas, TX 75254 | ||
| Attn: James Ballengee | ||
| Email jballengee@vivakor.com | ||
| To the Executive: | Pat Knapp | |
| [__________] | ||
| [__________] | ||
| Cell [__________] | ||
|
Email [__________] |
(c) Assignment. The Company may assign this Agreement in whole upon the written consent of Executive, which shall not be unreasonably denied or delayed. The Executive may not assign this Agreement in whole or in part.
(d) Governing Law. The Parties stipulate and agree, and waive all claims and objections to the contrary, that this Agreement, and the terms of Executive’s employment, shall be governed and interpreted in accordance with the laws of the State of Texas, without regard to its rules regarding conflicts of laws.
(e) Construction. This Agreement is intended to be interpreted according to its plain meaning within the four corners of the document. Headings are used for reference only and are not intended to have any binding effect on the construction hereof.
(f) Severance. If any provision of this Agreement or the application thereof is determined, to any extent, to be invalid or unenforceable, the remainder of this Agreement, or the application of such provision, shall not be affected thereby, and each other term and provision of this Agreement shall remain valid and enforceable to the fullest extent permitted by law.
(g) Entire Agreement. This Agreement, together with increases to the Base Compensation and any other compensation owing to Executive as determined by the Board of Directors, constitute the complete Agreement of the Parties with respect to the subject matter contemplated herein. Each and every prior agreement, whether oral or written, concerning the Executive’s employment is hereby expressly superseded and replaced by this Agreement. This Agreement may not be modified except in a writing signed by both parties.
(h) Binding Effect. This Agreement shall be binding on the parties and their respective successors, legal representatives and permitted assigns. In the event of a merger, consolidation, combination, dissolution or liquidation of the Company, the performance of this Agreement will be assumed by any entity which succeeds to or is transferred the business of the Company as a result thereof.
[Signature page(s) follow; the remainder of this page is intentionally blank.]
Page 8 of 10
COMPANY’S SIGNATURE PAGE
IN WITNESS WHEREOF, the duly authorized representative of the Company has executed and entered into this Agreement as of the Effective Date.
| COMPANY: | ||
| VIVAKOR, INC., a Nevada corporation | ||
| By: | /s/ James H. Ballengee | |
| Name: | James H. Ballengee | |
| Title: | Chairman, President & CEO | |
Page 9 of 10
EXECUTIVE’S SIGNATURE PAGE
IN WITNESS WHEREOF, the Executive has executed and entered into this Agreement as of the Effective Date.
| EXECUTIVE: | |
| /s/ Patrick M. Knapp | |
| Patrick M. Knapp, individually |
Page 10 of 10
EXHIBIT “A”
FORM OF
GENERAL RELEASE AND WAIVER
For and in consideration of the payments and benefits due to the undersigned under that certain Executive Employment Agreement dated May 31, 2024, executed by Vivakor, Inc. and Patrick M. Knapp (the “Employment Agreement”), and for other good and valuable consideration, the undersigned (the “Employee”) hereby agrees, for the Employee, the Employee’s spouse and child or children (if any), the Employee’s heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, to forever release, discharge and covenant not to sue Vivakor, Inc., any of its subsidiaries, or any of their affiliates (collectively, the “Company”), or any of their predecessors, successors, or assigns, and, with respect to such entities, their officers, directors, trustees, employees, agents, administrators, representatives, attorneys, insurers and fiduciaries, past, present and future (the “Released Parties”) from any and all claims relating to the Employee’s employment or other service relationship with the Released Parties, including but not limited to any claims arising out of, or related to the Employee’s compensation as an employee or other service provider of or to the Released Parties, or the Employee’s separation from employment with the Released Parties, in each case which the Employee now has or may have against the Released Parties, whether known or unknown to the Employee, by reason of facts which have occurred on or prior to the date that the Employee has signed this Release. Such released claims include, without limitation, any and all claims under federal, state or local laws pertaining to employment, including, without limitation, the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq., the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq., and any and all federal, state, foreign or local laws regarding employment discrimination or wage payment and/or federal, state, foreign or local laws of any type or description regarding employment.
The Employee has read this Release carefully, acknowledges that the Employee has been given at least forty-five (45) days to consider all of its terms and has been advised to consult with an attorney and any other advisors of the Employee’s choice prior to executing this Release, and the Employee fully understands that by signing below the Employee is voluntarily giving up rights which the Employee may have to sue or bring any other claims against the Released Parties, including rights and claims under the Age Discrimination in Employment Act. The Employee also understands that the Employee has a period of seven (7) days after signing this Release within which to revoke his or her agreement, and that neither the Company nor any other person is obligated to make the payments or provide the benefits under the Employment Agreement that are conditioned upon the execution and non-revocation of this Release until eight (8) days have passed since the Employee’s signing of this Release without the Employee’s signature having been revoked. Finally, the Employee has not been forced or pressured in any manner whatsoever to sign this Release, and the Employee agrees to all of its terms voluntarily.
Notwithstanding anything else herein to the contrary, this Release shall not: (i) affect any rights of the Employee to indemnification or liability insurance coverage the Employee may have under the by- laws (or similar governing documents) of any entity constituting the Company or applicable law, (ii) release any claim that cannot be released as a matter of applicable law, (iii) bar Employee’s right to file an administrative charge with the Equal Employment Opportunity Commission (EEOC) and/or to participate in an investigation by the EEOC, although this Release does bar Employee’s right to recover any personal relief if Employee or any person, organization, or entity asserts a charge on Employee’s behalf, including in a subsequent lawsuit or arbitration, (iv) release the Company’s legally binding obligations under the Employment Agreement, (v) claims to any benefit entitlements vested as the date of separation of Employee’s employment, or (vi) release any of the Employee’s rights as a holder of vested equity securities or options or other rights in respect thereof.
Page A-1
The Employee has not been forced or pressured in any manner whatsoever to sign this Release, and the Employee agrees to all of its terms voluntarily. This Release shall be governed by Texas law, without regard to its rules regarding conflicts of laws.
| EMPLOYEE: | |
| [EXHIBIT ONLY—DO NOT EXECUTE] | |
| Patrick M. Knapp, individually |
Page A-2
EXHIBIT “B”
FORM OF
LOCK-UP AGREEMENT
This LOCK-UP AGREEMENT (this “Lock-Up Agreement”) is made and entered into as of [●], by and between Vivakor, Inc., a Nevada corporation (the “Company”) and the undersigned holder of shares of the Company’s common stock (the “Holder” and, together with the Company, the “Parties”). For all purposes of this Agreement, “Holder” includes any affiliate or controlling person of Holder, and any other agent, representative or other person with whom Holder is acting in concert.
WHEREAS, the Parties have entered into that certain Executive Employment Agreement (the “Employment Agreement”), dated May 31, 2024, by and between the Company and the Holder, pursuant to which, and subject to the terms and conditions set forth therein, the Company will employ the Holder as an officer of the Company;
WHEREAS, pursuant to the Employment Agreement, the Holder has received [●] shares of the Company’s common stock, par value $0.001 per share (the “Lock-Up Securities”);
WHEREAS, as a condition and inducement to the willingness of the Company to consummate the transactions contemplated by the Employment Agreement, the Holder has agreed to certain transfer restrictions with respect to the Lock-Up Securities held by the Holder immediately following the granting and award thereof (the “Granting Date”).
NOW THEREFORE, in consideration of the foregoing, and other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the Holder and the Company hereby agree as follows:
1. Lock-Up Period. The Holder agrees that, from the Granting Date until a date that is eighteen (18) calendar months from the date thereof (such period, the “Lock-Up Period”), the Holder shall be subject to the lock-up restrictions set forth in Section 0 below.
2. Lock-Up Restriction.
(a) Lock-Up. During the Lock-Up Period, the Holder will not offer, sell, contract to sell, or otherwise transfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the sale, transfer or disposition, whether by actual or effective economic sale or disposition due to cash settlement or otherwise) by the Holder or any affiliate of the Holder or any person in privity with the Holder or any affiliate of the Holder), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the U.S. Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, with respect to the Lock-Up Securities, unless such transaction is a Permitted Disposition (as defined below).
(b) Permitted Disposition. A “Permitted Disposition” shall include the following: (i) transfers of Lock-Up Securities to a trust or affiliated entity for the benefit of the undersigned or as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of a family member of the undersigned (for purposes of this Lock-Up Agreement, “family member” means any relationship by blood, marriage or adoption, not more remote than the second degree or consanguinity or affinity); (ii) transfers of Lock-Up Securities to a charitable organization or educational institution; (iii) transfers of the Lock-Up Securities by the Holder upon the prior written consent of the Company; provided that in the case of any transfer pursuant to the foregoing clauses (i) - (iii), (A) any such transfer shall not involve a disposition for value, (B) each transferee shall sign and deliver to the Company a lock-up agreement substantially in the form of this Lock-Up Agreement and (C) no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made, or (iv) a pledge or hypothecation of the Lock-Up Securities as collateral for indebtedness.
Page B-1
(c) Stop Orders. The Holder further acknowledges and agrees that the Company is authorized to, and the Company agrees to, place “stop orders” on its books to prevent any transfer of any Lock-Up Securities of the Company held by the Holder in violation of this Lock-Up Agreement. The Company agrees not to allow any transaction to occur that is inconsistent with this Lock-Up Agreement.
3. Miscellaneous.
(a) At any time, and from time to time, after the signing of this Lock-Up Agreement, the Holder will execute such additional instruments and take such action as may be reasonably requested by the Company to carry out the intent and purposes of this Lock-Up Agreement.
(b) This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either Party against the other concerning the transactions contemplated by this Lock-Up Agreement shall be brought only in the state courts of Nevada or in the federal courts located in the State of Nevada. The Parties hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based on forum non conveniens. The Parties hereto and to any other agreements referred to herein or delivered in connection herewith agree to submit to the in personam jurisdiction of such courts and hereby irrevocably waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorneys’ fees and costs. In the event that any provision of this Lock-Up Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement.
(c) Any and all notices or other communications given under this Lock-Up Agreement shall be in writing and shall be deemed to have been duly given on (i) the date of delivery, if delivered in person to the addressee, (ii) the next business day if sent by overnight courier, or (iii) three (3) days after email, read receipt requested, to the party entitled to receive same, at his or its address or email address set forth below:
If to the Company:
Vivakor, Inc.
5220 Spring Valley Rd., Ste. 415
Dallas, TX 75254
Attn: CFO
Email: [●]
If to the Holder:
Pat Knapp
[_________]
[_________]
Email: [_________]
Page B-2
(d) The restrictions on transfer described in this Lock-Up Agreement are in addition to and cumulative with any other restrictions on transfer otherwise agreed to by the Holder or to which the Holder is subject to by applicable law.
(e) This Lock-Up Agreement shall not be assigned in whole or in part, without the prior written consent of the other Party. Except as otherwise provided herein, this Lock-Up Agreement shall be binding upon Holder, its legal representatives, and permitted successors and assigns.
(f) This Lock-Up Agreement may be executed and delivered in two or more counterparts (including by means of electronic mail), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
(g) The Company agrees not to take any action or allow any act to be taken which would be inconsistent with this Lock-Up Agreement.
(h) The terms and provisions of this Lock-Up Agreement may only be amended by a written instrument signed by the Company and the Holder.
[Signature page follows; the remainder of this page is intentionally blank.]
Page B-3
IN WITNESS WHEREOF, the Parties hereto and/or their duly authorized representatives have executed and entered this Lock-Up Agreement as of the date first above written.
| COMPANY: | ||
| VIVAKOR, INC., a Nevada corporation | ||
| By: | [EXHIBIT ONLY—DO NOT EXECUTE] | |
| Name: | [●] | |
| Title: | [●] | |
| HOLDER: | ||
| [EXHIBIT ONLY—DO NOT EXECUTE] | ||
| [●] | ||
Page B-4
EXHIBIT “C”
INCENTIVE COMPENSATION MATRIX
| Incentive Compensation Matrix | |||||
| EBITDA Goal Attainment | 80% | 90% | 100% | 110% | 120% |
| Cash Bonus Multiplier | 10% | 75% | 100% | 110% | 120% |
| Cash Incentive Bonus | $35,000 | $262,500 | $350,000 | $385,000 | $420,000 |
| Equity Bonus Multiplier | 10% | 75% | 100% | 110% | 120% |
| Equity Incentive Bonus | $35,000 | $262,500 | $350,000 | $385,000 | $420,000 |
| Total Incentive Compensation | $70,000 | $525,000 | $700,000 | $770,000 | $840,000 |
Page C-1
Exhibit 99.1
VIVAKOR PROVIDES UPDATE ON THE ENDEAVOR ENTITIES CLOSING
DALLAS, TX / ACCESSWIRE / July 2, 2024 / Vivakor, Inc. (NASDAQ:VIVK) (“Vivakor” or the “Company”), an integrated provider of sustainable energy transportation, storage, reuse, and remediation services, today is pleased to provide an update on the closing of its previously announced acquisition of Endeavor Crude, LLC, Meridian Equipment Leasing, LLC, its subsidiary CPE Gathering MidCon, LLC, Equipment Transport, LLC, its subsidiary ET EmployeeCo, LLC, and Silver Fuels Processing, LLC (collectively, the “Endeavor Entities”).
The Endeavor Entities are providers of oil and gas logistics, transportation, gathering, blending, storage, remediation, and reuse of crude oil, crude oil byproducts, produced water, and oilfield waste, including truck and pipeline transportation of such commodities.
As previously announced, the closing of the acquisition of the Endeavor Entities is subject to the completion of due diligence satisfactory to the parties, delivery of audited financials for the periods ended December 31, 2022 and 2023, delivery of unaudited financial statements for any quarterly periods in 2024, Vivakor’s receipt of a satisfactory fairness opinion to the underlying transaction, approval under the Hart Scott Rodino Act (HSR), as well as other customary closing conditions.
Vivakor is completing its due diligence and received audited financials for the respective fiscal years 2022 and 2023. The Company intends to file its HSR pre-merger notification in the near future. Vivakor is now targeting the closing of the acquisition of the Endeavor Entities in the third quarter of 2024.
Vivakor Chairman and CEO James Ballengee commented, “The Endeavor Entities represent an incredible opportunity for Vivakor to consolidate various affiliated businesses under common control, creating a more diversified and profitable company. Synergies between business segments allow Vivakor the opportunity to more completely capture the value chain and streamline operations, resulting in significant cost efficiencies, while providing positive free cash-flow to support on-going growth and current operations.”
About the Endeavor Entities:
Endeavor Crude, LLC is an interstate motor carrier qualified to haul hazardous materials, including crude oil and liquid petroleum, is headquartered in Dallas, Texas, and presently operates more than a hundred tractors and trailers in key oil-producing regions of Texas, Louisiana, Oklahoma, New Mexico, Colorado, and North Dakota.
Equipment Transport, LLC is an interstate motor carrier qualified to haul oilfield waste, including oilfield produced water and operates primarily in Texas. Its wholly-owned subsidiary, ET EmployeeCo, LLC employs drivers and staff for the business.
Meridian Equipment Leasing, LLC is a Texas dealership engaged in buying, selling, owning, leasing, and servicing various commercial tractor and trailer equipment in key oil-producing regions of Texas, Louisiana, New Mexico, Oklahoma, Colorado, and North Dakota.
CPE Gathering MidCon, LLC is an owner and operator of an approximately 40-mile crude oil pipeline, together with ancillary gathering, station, and storage facilities serving the STACK play in Blaine County, Oklahoma.
Silver Fuels Processing, LLC, is an owner and operator of dozens of truck pipeline injection stations located in key oil-producing regions of Texas, New Mexico, and North Dakota.
About Vivakor, Inc.
Vivakor, Inc. (NASDAQ:VIVK), is an integrated provider of sustainable energy transportation, storage, reuse, and remediation services. Vivakor’s corporate mission is to create, acquire, accumulate, and operate distinct assets, intellectual properties, and exceptional technologies in the energy sector. Its Silver Fuels Delhi, LLC, and White Claw Colorado City, LLC subsidiaries include crude oil gathering, storage, transportation, remediation, and reuse facilities under long-term contracts.
Vivakor’s remediation processing centers, currently under construction, will facilitate the recovery, reuse, and disposal of petroleum byproducts and waste products from the treatment and processing of oilfield waste.
For more information, please visit our website: http://vivakor.com
Cautionary Statement Regarding Forward-Looking Statements
This news release may contain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements. Forward-looking statements may be identified but not limited by the use of the words “anticipates,” “expects,” “intends,” “plans,” “should,” “could,” “would,” “may,” “will,” “believes,” “estimates,” “potential,” or “continue” and variations or similar expressions. Our actual results may differ materially and adversely from those expressed in any forward-looking statements as a result of various factors and uncertainties, including, but not limited to, , the expected transaction and ownership structure, the valuation of the transaction, the likelihood and ability of the parties to successfully and timely consummate the acquisitions contemplated by the MIPA the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect Vivakor or the expected benefits of the MIPA, our ability to maintain the listing of our securities on the Nasdaq Capital Market, the parties failure to realize the anticipated benefits of the MIPA, disruption and volatility in the global currency, capital, and credit markets, changes in federal, local and foreign governmental regulation, changes in tax laws and liabilities, tariffs, legal, regulatory, political and economic risks, our ability to successfully develop products, rapid change in our markets, changes in demand for our future products, and general economic conditions.
These risks and uncertainties include, but are not limited to, risks and uncertainties discussed in Vivakor’s filings with the U.S. Securities and Exchange Commission, which factors may be incorporated herein by reference. Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond our control. All information set forth herein speaks only as of the date hereof in the case of information about Vivakor and the Endeavor Entities or the date of such information in the case of information from persons other than Vivakor and the Endeavor Entities, and we disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding the Endeavor Entities industries and markets are based on sources we believe to be reliable; however, there can be no assurance these forecasts and estimates will prove accurate in whole or in part.
Investors Contact:
P:949-281-2606
info@vivakor.com
ClearThink
nyc@clearthink.capital
SOURCE: Vivakor, Inc.
Cover |
Jun. 26, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jun. 26, 2024 |
| Entity File Number | 001-41286 |
| Entity Registrant Name | VIVAKOR, INC. |
| Entity Central Index Key | 0001450704 |
| Entity Tax Identification Number | 26-2178141 |
| Entity Incorporation, State or Country Code | NV |
| Entity Address, Address Line One | 5220 Spring Valley Road |
| Entity Address, Address Line Two | Suite 500 |
| Entity Address, City or Town | Dallas |
| Entity Address, State or Province | TX |
| Entity Address, Postal Zip Code | 75254 |
| City Area Code | (949) |
| Local Phone Number | 281-2606 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock |
| Trading Symbol | VIVK |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | true |
| Elected Not To Use the Extended Transition Period | false |
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