Facility to provide additional credit for crude oil supply and trading Dallas, TX, Oct. 15, 2025 (GLOBE NEWSWIRE) -- Vivakor, Inc. (Nasdaq: VIVK) (“Vivakor” or the “Company”), an integrated provider of energy transportation, storage, reuse, and remediation services, has announced today that, in addition to its previously announced $23 million working capital investment to expand Vivakor’s crude oil marketing and trading operations, it has signed a non-binding term sheet with an undisclosed wholesaler to est ...

Core Viewpoint - Vivakor has signed a term sheet to raise up to $23 million through the issuance of a new series of convertible preferred stock, aimed at accelerating growth in its crude oil marketing and remediation businesses while enhancing integration across its trucking and transportation operations in key oil basins [1]. Group 1: Transaction Details - The proposed transaction involves the issuance of $25 million in Series B Convertible Preferred Stock [2]. - The securities will be convertible into common stock one year after definitive agreements are executed, with a maximum conversion price set at $0.75 per share [3]. - An exclusivity period has been agreed upon with the investor until December 31, 2025, targeting a year-end closing date [3]. Group 2: Use of Capital - Vivakor's marketing segment, Vivakor Supply & Trading, will gain immediate access to $15 million in liquidity to establish a credit facility for crude oil marketing and trading, along with $3 million in unrestricted working capital for operational needs [5]. - The remediation segment will benefit from $5 million in assets and facilities, including land, equipment, and crude oil inventory [5]. Group 3: Operational Synergies - The counterparty has committed to exclusively utilize Vivakor's trucking fleet for three years in the Permian and Eagle Ford Basins, enhancing utilization and throughput across the transportation network [6]. - Increased trucking volumes and expanded marketing activities are expected to drive additional demand across Vivakor's network of crude oil injection and terminaling facilities, supporting integration across all operating segments [6]. Group 4: Market Reaction - Following the announcement, VIVK stock closed lower by 5.42% at $0.3490 [7].

Core Viewpoint - Vivakor, Inc. has signed a term sheet to secure up to $23 million in funding through the issuance of a new series of convertible preferred stock, aimed at accelerating growth in its crude oil marketing and remediation businesses while enhancing integration across its transportation operations in key oil basins [2][3]. Funding and Financial Structure - The proposed transaction includes the issuance of $25 million in Series B Convertible Preferred Stock, which will be convertible into common stock at a maximum price of $0.75 per share after one year [5]. - Vivakor's marketing segment is set to receive $15 million in restricted cash to establish a credit facility for crude oil marketing, alongside $3 million in unrestricted working capital for operational needs [4]. - The remediation segment will gain at least $5 million in assets, including land, equipment, and crude oil inventory [4]. Operational Enhancements - The counterparty will exclusively use Vivakor's trucking fleet for three years in the Permian and Eagle Ford Basins, which is expected to increase utilization and throughput across the transportation network [5]. - The transaction is anticipated to create synergies across all operating divisions, enhancing crude oil injection and terminaling services [4]. Strategic Goals - The transaction is designed to support the expansion of Vivakor's crude oil marketing and remediation segments, driving additional volumes across its trucking fleet and creating immediate revenue opportunities [3][4]. - The company aims for deeper vertical integration across its platform, leveraging the new capital and assets to enhance crude oil throughput and remediation capabilities [5].

Core Points - Vivakor, Inc. has reset the payment date for its special dividend to shareholders to October 31, 2025, with the ex-dividend date being September 5, 2025 [1] - Each Vivakor shareholder will receive approximately 0.0074 shares of Adapti, Inc. common stock per Vivakor share, valuing the special dividend at approximately $0.200 million based on Adapti's current share price of $1.00 [2] - Vivakor currently holds 206,595 shares of Adapti, Inc., representing about 13.5% of the outstanding common shares [3] Company Overview - Vivakor, Inc. is an integrated provider of energy transportation, storage, reuse, and remediation services, focusing on developing and operating assets in the energy sector [4] - The company’s facilities provide crude oil storage, transportation, and remediation services under long-term contracts, facilitating the recovery and disposal of petroleum byproducts [4]

Core Points - Vivakor, Inc. has received a 180-calendar-day extension from Nasdaq to regain compliance with the minimum bid price requirement, now due by March 16, 2026 [1][4] - The company was previously notified on March 18, 2025, that it did not meet the minimum bid price of $1.00 per share for 30 consecutive business days [2] - The extension was granted as the company complies with all other Nasdaq listing requirements and has indicated plans to address the bid price deficiency, potentially through a reverse stock split [3] Company Overview - Vivakor, Inc. is an integrated provider of energy transportation, storage, reuse, and remediation services, focusing on developing and operating assets in the energy sector [5] - The company offers crude oil storage, transportation, and remediation services under long-term contracts, and operates oilfield waste remediation facilities [5]

Core Insights - Vivakor, Inc. has entered into a Collaboration Agreement with Neuralix, Inc. to integrate advanced AI technology into its midstream operations and establish a joint venture for co-marketing the AI platform to third-party operators in the midstream energy sector [1][2][4] Company Overview - Vivakor, Inc. is an integrated provider of sustainable energy transportation, storage, reuse, and remediation services, operating one of the largest fleets of oilfield trucking services in the continental United States [5] - The company's mission focuses on developing, acquiring, and operating assets and technologies in the energy sector, with services including crude oil and produced water gathering, storage, transportation, reuse, and remediation under long-term contracts [5] Collaboration Details - The collaboration with Neuralix aims to optimize Vivakor's core business functions, including transportation and route optimization, predictive maintenance, and resource allocation [2][7] - The initial deployment will focus on dynamic routing to reduce fuel costs and emissions, AI-driven monitoring of assets to minimize downtime, and real-time decision support for storage and remediation projects [7] Strategic Goals - This partnership is part of Vivakor's broader strategy to embrace digital transformation, enhance profitability, reduce environmental impact, and deliver reliable services to customers [4] - The companies expect to finalize the Joint Venture Agreement by the end of 2025, subject to ongoing negotiations [4]

Core Points - Vivakor, Inc. announced a special dividend payment date of September 26, 2025, to shareholders of record as of September 5, 2025 [1] - The special dividend will entitle each Vivakor shareholder to receive approximately 0.0079 shares of Adapti, Inc. common stock per Vivakor share, valued at approximately $0.515 million based on Adapti's current share price of $2.50 [2] - Vivakor currently holds approximately 13.5% of Adapti, Inc. shares and has recently acquired a sports agency to integrate with its AdaptAI software platform [3] Company Overview - Vivakor, Inc. is an integrated provider of energy transportation, storage, reuse, and remediation services, focusing on developing and operating assets in the energy sector [4] - The company’s facilities provide crude oil storage, transportation, and remediation services under long-term contracts, facilitating the recovery and disposal of petroleum byproducts [4]

Core Points - Vivakor, Inc. has announced a change in the record date for its special dividend to shareholders, moving it from August 20, 2025, to September 5, 2025 [1] - The company currently holds approximately 13.5% of Adapti, Inc.'s outstanding shares, which is 206,595 shares [2] - Each Vivakor shareholder will receive approximately 0.0079 shares of Adapti, Inc. common stock per Vivakor share, valuing the special dividend at approximately $0.515 million based on Adapti's current share price of $2.50 [3] Company Overview - Vivakor, Inc. is an integrated provider of energy transportation, storage, reuse, and remediation services, focusing on developing and operating assets in the energy sector [6] - The company’s facilities provide crude oil storage, transportation, and remediation services under long-term contracts, facilitating the recovery and disposal of petroleum byproducts [6] Recent Developments - Adapti, Inc., previously known as Scepter Holdings, Inc., has become a mandatory SEC reporting company after filing its Form 10 Registration Statement in September 2024 [4] - Adapti, Inc. acquired The Ballengee Group, LLC, a sports management agency representing around 200 professional athletes, on July 14, 2025 [5]

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Financial Statements](index=4&type=section&id=ITEM%201.%20Financial%20Statements) Vivakor's H1 2025 revenue grew to $66.4 million, but a $20.1 million net loss and $105.8 million working capital deficit raise going concern doubts [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased to $244.5 million, but liabilities grew to $146.5 million, worsening the working capital deficit to $105.8 million Condensed Consolidated Balance Sheet Highlights (in USD) | Balance Sheet Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total Current Assets** | $30,638,393 | $11,974,500 | | **Total Assets** | $244,539,413 | $241,040,684 | | **Total Current Liabilities** | $136,429,747 | $111,927,697 | | **Total Liabilities** | $146,496,229 | $125,922,040 | | **Total Stockholders' Equity** | $98,043,184 | $115,118,644 | | **Working Capital (Deficit)** | ($105,791,354) | ($99,953,197) | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Revenue significantly increased, but rising costs and expenses led to a net loss of $20.1 million for the six months ended June 30, 2025 Statement of Operations Summary (in USD) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | **Total Revenues** | $29,099,446 | $16,181,122 | $66,439,737 | $32,202,513 | | **Gross Profit** | $4,579,669 | $1,110,814 | $9,338,103 | $2,178,951 | | **Loss from Operations** | ($6,776,747) | ($2,852,414) | ($13,219,192) | ($4,469,336) | | **Net Loss Attributable to Vivakor, Inc.** | ($12,536,370) | ($3,312,998) | ($20,063,632) | ($5,195,233) | | **Basic and Diluted Net Loss Per Share** | ($0.30) | ($0.12) | ($0.52) | ($0.19) | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Operating cash outflow increased to $7.0 million, while investing activities provided $1.9 million and financing provided $5.1 million Cash Flow Summary for the Six Months Ended June 30 (in USD) | Cash Flow Activity | 2025 | 2024 | | :--- | :--- | :--- | | **Net cash used in operating activities** | ($6,980,336) | ($825,314) | | **Net cash provided by (used in) investing activities** | $1,860,000 | ($2,176,798) | | **Net cash provided by financing activities** | $5,108,500 | $2,352,775 | | **Net decrease in cash and cash equivalents** | ($11,836) | ($649,337) | [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail business segments, accounting policies, going concern issues, debt, related party transactions, and subsequent events - The company operates in two main segments: transportation logistics services and terminaling and storage facility services[17](index=17&type=chunk) - On October 1, 2024, the company acquired the "Endeavor Entities," which significantly expanded its operations in the midstream oil and gas industry[21](index=21&type=chunk) - There is substantial doubt about the Company's ability to continue as a going concern due to a historical net losses, an accumulated deficit of approximately **$112.1 million**, a working capital deficit of **$105.8 million**, and approximately **$74 million** of debt due within one year[39](index=39&type=chunk) - On July 30, 2025, the company sold two subsidiaries, Meridian Equipment Leasing, LLC, and Equipment Transport, LLC, to Jorgan Development, LLC (a related party) for **$11.1 million** in Series A Convertible Preferred Stock[74](index=74&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=ITEM%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Revenue surged due to acquisitions, but increased expenses and interest led to larger net losses and a $105.8 million working capital deficit, raising going concern risks [Business Overview](index=26&type=section&id=Business%20Overview) Vivakor develops oil and gas technologies, operating in crude oil transportation and terminaling/storage facility services - The company's two main operating segments are (i) crude oil transportation services and (ii) facility services for terminaling and storage of crude oil[83](index=83&type=chunk) - On October 1, 2024, Vivakor acquired the Endeavor Entities, expanding its operations in the midstream oil and gas industry[87](index=87&type=chunk) - On July 30, 2025, the company sold its water trucking subsidiaries (Meridian Equipment Leasing and Equipment Transport) to Jorgan Development, LLC, an entity controlled by CEO James Ballengee, for **$11.1 million** in Series A Preferred Stock[88](index=88&type=chunk) [Results of Operations](index=30&type=section&id=Results%20of%20Operations) Revenue significantly increased due to acquisitions, but surging operating and interest expenses led to a wider net loss Results of Operations for the Three Months Ended June 30 (in USD) | Metric | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | **Revenue** | $29,099,446 | $16,181,122 | 79.8% | | **Gross Profit** | $4,579,669 | $1,110,814 | 312.3% | | **Operating Expenses** | $11,356,416 | $3,897,740 | 191.4% | | **Interest Expense** | $4,383,710 | $479,947 | 813.4% | Results of Operations for the Six Months Ended June 30 (in USD) | Metric | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | **Revenue** | $66,439,737 | $32,202,513 | 106.3% | | **Gross Profit** | $9,338,103 | $2,178,951 | 328.6% | | **Operating Expenses** | $22,557,295 | $6,648,287 | 239.3% | | **Interest Expense** | $5,567,908 | $923,987 | 502.6% | [Liquidity and Capital Resources](index=39&type=section&id=Liquidity%20and%20Capital%20Resources) Significant liquidity challenges include a $112.1 million accumulated deficit, $105.8 million working capital deficit, and $74 million debt due within one year - As of June 30, 2025, the company had an accumulated deficit of approximately **$112.1 million** and a working capital deficit of **$105.8 million**[135](index=135&type=chunk) - The company has debt obligations of approximately **$74 million** due within one year of the financial statement issuance date[135](index=135&type=chunk) - Cash and cash equivalents totaled approximately **$3.7 million** as of June 30, 2025, with **$3.2 million** of that amount being restricted cash[135](index=135&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=41&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, Vivakor is not required to provide market risk disclosures - The company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[148](index=148&type=chunk) [Controls and Procedures](index=41&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were ineffective due to material weaknesses in internal control over financial reporting - Management concluded that as of June 30, 2025, the company's disclosure controls and procedures were ineffective[151](index=151&type=chunk) - Material weaknesses identified include: (1) insufficient personnel in accounting and financial reporting functions, leading to inadequate segregation of duties and review controls; (2) inadequate controls over treasury transactions and fixed assets; and (3) failure to follow review and authorization procedures for corporate governance and public information release[151](index=151&type=chunk) [PART II. OTHER INFORMATION](index=43&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=43&type=section&id=ITEM%201.%20Legal%20Proceedings) The company is involved in numerous legal proceedings, including a $15 million breach of contract claim in Kuwait and multiple U.S. lawsuits - The company has filed a lawsuit in Kuwait against Al-Dali International and others, seeking over **$15 million** in damages for breach of contract related to oilfield remediation equipment[155](index=155&type=chunk) - Subsidiary Endeavor Crude, LLC is a defendant in multiple negligence and wrongful death lawsuits related to motor vehicle accidents, with damages sought in excess of **$1 million** in each case[163](index=163&type=chunk)[166](index=166&type=chunk) - The company is contesting a property tax valuation in Oklahoma where the taxing authority seeks a valuation of **$27.5 million** versus the company's valuation of **$4.0 million**, resulting in a dispute over **$1.1 million** in overdue taxes[167](index=167&type=chunk) - A former CFO, Tyler Nelson, has filed a lawsuit alleging breach of contract and failure to pay wages, seeking over **$2.1 million** in damages[174](index=174&type=chunk) [Risk Factors](index=45&type=section&id=ITEM%201A.%20Risk%20Factors) No material changes to the Risk Factors have occurred since the last Annual Report on Form 10-K - No material changes to the Risk Factors have occurred since the last Annual Report on Form 10-K[177](index=177&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=45&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company issued various unregistered equity securities, including common stock for dividends and convertible promissory notes for financing - On April 11, 2025, issued **1,298,453 shares** of restricted common stock for four months of dividends to holders of Series A Preferred Stock[181](index=181&type=chunk) - Between May and June 2025, issued convertible promissory notes with an aggregate principal amount of over **$5.8 million** to accredited investors, receiving over **$4.8 million** in cash proceeds before fees[182](index=182&type=chunk)[183](index=183&type=chunk)[184](index=184&type=chunk) [Other Information](index=47&type=section&id=ITEM%205.%20Other%20Information) This section details significant corporate actions and subsequent events, including new financing agreements and subsidiary sales - On March 17, 2025, the company entered into a loan agreement for **$5 million** in proceeds, issuing a junior secured convertible promissory note with a principal amount of **$6.625 million**[187](index=187&type=chunk) - On July 9, 2025, the company entered into a forbearance agreement and an additional loan agreement, receiving net proceeds of **$971,026** and restructuring existing debt[191](index=191&type=chunk)[192](index=192&type=chunk) - On July 30, 2025, the company sold its subsidiaries Meridian Equipment Leasing and Equipment Transport to Jorgan Development, LLC, an entity controlled by the CEO, for **$11.1 million** in Series A Preferred Stock[195](index=195&type=chunk) [Exhibits](index=50&type=section&id=ITEM%206.%20Exhibits) This section provides an index of all exhibits filed with the Form 10-Q, including agreements and certifications

Core Insights - Vivakor, Inc. has appointed Kimberly Hawley as EVP and Chief Financial Officer and Les Patterson as EVP and Chief Operating Officer to enhance operational and financial capabilities [1][2] - The leadership changes are aimed at improving profitability and scaling operations efficiently, with a focus on financial transparency and long-term value creation for stakeholders [2][3] Financial Leadership - Kimberly Hawley brings over 25 years of experience in corporate finance, strategic planning, and regulatory compliance, particularly in the energy, infrastructure, and logistics sectors [2][3] - Her expertise includes SEC and GAAP financial reporting, SOX compliance, and audit management, which will strengthen Vivakor's financial reporting [2][3] Operational Excellence - Les Patterson has over 30 years of experience in the oil and gas industries, having worked with major companies like BP, ExxonMobil, Chevron, and Shell [3][4] - His role will focus on driving operational excellence, optimizing the asset base, and expanding revenue streams to create long-term value [4] Company Overview - Vivakor, Inc. is an integrated provider of energy transportation, storage, reuse, and remediation services, with a mission to develop and operate assets in the energy sector [5]