Figure: 1 Vivakor’s Footprint in the Permian Dallas, TX, June 03, 2025 (GLOBE NEWSWIRE) -- Vivakor, Inc. (Nasdaq: VIVK) (“Vivakor” or the “Company”) is an integrated provider of energy transportation, storage, reuse, and remediation services. Vivakor’s growth strategy is anchored in the Permian and Eagle Ford Basins where the Company is positioned to opportunistically expand its integrated crude oil storage, logistics, and marketing value chains. Vivakor owns and operates 10 strategically located pipeli ...

Core Viewpoint - Vivakor, Inc. has announced a plan to issue a special dividend to its shareholders, reflecting its ongoing commitment to return value to investors [1][3]. Group 1: Dividend Announcement - The Board of Directors of Vivakor has approved a special dividend for shareholders [1]. - Each Vivakor shareholder will receive approximately 0.0079 shares of Adapti, Inc. common stock per Vivakor share, translating to a total value of approximately $0.815 million based on current share prices [3]. - A record date for the dividend will be established in the coming weeks [4]. Group 2: Shareholding in Adapti, Inc. - Vivakor currently holds 206,595 shares of Adapti, Inc., which constitutes about 13.5% of the outstanding common shares [2]. - Adapti, Inc. is involved in marketing products through its AdaptAI software platform, which connects products with influencers [2]. Group 3: Corporate Background - Vivakor, Inc. is an integrated provider of energy transportation, storage, reuse, and remediation services, operating one of the largest fleets of oilfield trucking services in the continental United States [6]. - The company aims to develop, acquire, and operate assets in the energy sector, providing services under long-term contracts [6].

Core Insights - Vivakor, Inc. reported strong financial results for Q1 2025, with significant revenue growth driven by logistics and terminaling operations from newly acquired businesses [3][6] - The company anticipates continued expansion and higher revenue contracts due to its midstream assets and long-term contracts [3][5] Financial Performance - Revenue increased by 133% to $37.3 million compared to $16.0 million in Q1 2024 [5][6] - Gross profit rose by 345% to $4.8 million, resulting in a gross margin of 12.7%, up from 6.7% in the previous year [5][6] - Adjusted EBITDA increased to $2.5 million, reflecting a positive trend in operational performance [5][10] - Net loss for Q1 2025 was $7.5 million, a 300% increase from $1.9 million in Q1 2024, with a net loss per share of ($0.21) [10] Operational Highlights - Transportation logistics revenue was $11.0 million, with an additional $2.5 million from related parties [5] - Terminaling and storage revenue totaled $21.8 million, with $2.0 million from related parties [5] - The company is currently undergoing expansion and plans to contract at higher revenue levels to meet increased demand [3][5]

Revenue and Profitability - For the three months ended March 31, 2025, the company realized revenues of $37,340,291, representing an increase of $21,318,900 or 133.07% compared to $16,021,391 in the same period of 2024, primarily due to the operations of the newly acquired Endeavor Entities[96] - Gross profit for the three months ended March 31, 2025, was $4,758,434, an increase of $3,690,297 or 345.49% compared to $1,068,137 in 2024, reflecting the growth in revenue and costs associated with oil and natural gas liquid products[99] - For the three months ended March 31, 2025, total revenues increased to $23,864,036, a rise of 48.95% compared to $16,021,391 in 2024[103] - The Terminaling and Storage Segment reported revenues of $21,826,502, up 69.03% from $12,913,165 in the previous year[103] - The Transportation Logistics Segment generated total revenues of $13,476,255, marking a 100% increase as it was newly acquired in October 2024[106] Costs and Expenses - The cost of revenues for the same period was $32,581,857, an increase of $17,628,603 or 117.89% from $14,953,254 in 2024, attributed to the cost of goods sold from logistics and terminaling operations[98] - Operating expenses increased to $11,200,915 for the three months ended March 31, 2025, up by $8,515,856 or 317.16% from $2,685,059 in 2024, driven by the operations of the Endeavor Entities[100] - Total interest expense for the same period was $1,184,198, an increase of $740,158 or 154.72% from $444,040 in 2024, mainly due to accrued interest on newly acquired debt from the Endeavor Entities acquisition[101] - Operating expenses rose to $3,191,441, an increase of 86.68% compared to $1,709,596 in the previous year, primarily due to the acquisition of the Endeavor Entities[108] Acquisitions and Strategic Initiatives - The company acquired Endeavor Crude, LLC and other entities on October 1, 2024, expanding its operations in the midstream oil and gas industry[88] - The company plans to review the assets and operations of the Endeavor Entities for potential strategic alternatives if they do not fit organizationally[88] - A consulting agreement was entered into with WSGS, LLC for management consulting services, with a potential cost of up to $1.3 million per year, payable in common stock[90] Financial Position - Cash and cash equivalents as of March 31, 2025, were $4,788,783, including $4 million in restricted cash[113] - The company had an accumulated deficit of approximately $98 million and a working capital deficit of about $99 million as of March 31, 2025[112] Losses and Cash Flow - The company reported a consolidated net loss of $1,774,631 for the three months ended March 31, 2025, a decrease of 4.07% from a net loss of $1,849,908 in 2024[108] - The company experienced a net cash used in operating activities of $(35) for the three months ended March 31, 2025, compared to $(1,829,679) in 2024[111] Marketable Securities - Unrealized gains on marketable securities increased significantly to $1,652,754, representing a 2,099.99% increase from an unrealized loss of $82,638 in 2024[110] Future Investments - The company is constructing a remediation processing center in Texas, expected to process oilfield solid wastes into economic byproducts, enhancing its service offerings in environmental solutions[87] - The company anticipates further construction costs of approximately $1.5 million for its Texas remediation and wash plant facilities[116] Debt and Financing - The company issued a junior secured convertible promissory note for $6,625,000, with a net loan amount of $5,000,000 received, to be repaid in weekly installments[94]

Business Segments and Operations - The company operates in two main business segments: transportation logistics services and terminaling/storage services related to oil and gas production[18]. - The trucking fleet hauls approximately 50,000 barrels of crude oil and 31,000 barrels of produced water daily, with a significant presence in the Permian and Eagle Ford Basins[23]. - The Omega Gathering Pipeline is a 45-mile integrated crude oil gathering pipeline, underpinned by a 10-year agreement with Validus Energy II Midcon, LLC, covering over 36,000 acres[28]. - The company has two major crude oil terminaling facilities, one in Colorado City, Texas, and another in Delhi, Louisiana, generating tank storage revenue of approximately $1.8 million for both 2024 and 2023[30]. - In 2024, the Endeavor Entities hauled approximately 4.64 million barrels of produced water to Pilot's saltwater disposal wells, enhancing freight volumes in key basins[27]. - The company plans to construct a remediation processing center (RPC) in Harris County, Texas, expected to process oilfield solid wastes into economic byproducts, with operations commencing in Q4 2025[32]. Financial Performance and Revenue - The company produced and sold natural gas liquids to WC Crude amounting to $10,790,417 and $11,268,005 for the years ended December 31, 2024 and 2023, respectively[30]. - For the year ended December 31, 2024, approximately 75.76% of total revenues were derived from two major customers, indicating a high dependency on these clients[91]. - The company has an accumulated deficit of approximately $99 million as of December 31, 2024, raising concerns about its ability to sustain profitability[104]. - The company's revenues are significantly influenced by capital spending by producers, which is dependent on oil and natural gas prices, affecting demand for its services[89]. - A substantial or extended decline in oil and natural gas prices may adversely affect the company's results of operations, cash flows, and financial position[92]. Acquisitions and Growth Strategy - The company is actively seeking additional acquisition opportunities in the midstream oil and gas sector to capture more of the energy value chain[37]. - The company acquired a crude oil terminaling facility in Delhi, Louisiana, for approximately $32.9 million, supported by long-term contracts with Denbury Onshore, LLC and WC Crude[39][60]. - The final purchase price for the Endeavor Entities acquisition was $116.3 million, including assumed debt and performance adjustments[61]. - The company closed the acquisition of the Endeavor Entities on October 1, 2024, and is in the process of integrating their operations and personnel[173]. Risks and Challenges - The company may face challenges in pursuing additional commercial opportunities, which could strain resources and negatively impact financial performance[94]. - The success of the company's RPC services is uncertain, with initial operations focusing on soil remediation and hydrocarbon extraction[102]. - The company relies on a few key employees, and their loss could materially impact operations and growth prospects[106]. - The company's future growth may be hindered by regulatory, environmental, and political uncertainties associated with facility construction[97]. - Demand for the company's services is closely tied to the oil and gas industry, and a significant reduction in market demand could adversely affect business operations[120]. Capital and Financing - The ability to raise additional capital is crucial for the company's growth plans, but market conditions may limit financing options[108]. - Future equity financing may involve substantial dilution to existing shareholders, and debt financing could impose restrictive covenants, complicating capital raising efforts[110]. - The company expects to obtain additional capital during 2025 through financing structures for its sites, indicating a need for ongoing funding to sustain operations[109]. - The company has limited cash to cover operating expenses and may need to obtain additional financing, which could negatively impact its stock price[168]. Legal and Regulatory Matters - The company has experienced various legal proceedings, including a claim for $28,000 in damages related to breach of contract[77]. - The company is negotiating with the Kuwait Oil Company for soil remediation services, with the UN allocating up to $14.7 billion for post-Iraq war reparations in Kuwait[41]. - The company requires various permits to operate, and failure to obtain or maintain these permits could substantially impact operations and financial condition[126]. Employee and Management Information - The management team has over seventy years of combined experience in the energy industry, contributing to the company's growth as a major midstream logistics provider[47]. - The company has approximately 150 employees, including over 80 truck drivers, with no labor union representation[67]. - James Ballengee, a key officer and director, owns approximately 43.63% of the company's outstanding Common Stock, allowing him to significantly influence shareholder decisions[135]. Competition and Market Position - The company faces competition from larger tank farm businesses, which may have greater resources and could price the company out of the market[138]. - The company is subject to competition for attractive investment opportunities, which may increase acquisition prices and adversely affect its financial condition[166]. Technology and Innovation - The company aims to identify and develop products in the petroleum, mining, and alternative energy sectors, focusing on near-commercial viability[58]. - The company owns four issued US patents and two pending international PCT patent applications related to proprietary technology[65]. Shareholder and Stock Information - The company has issued 6,724,291 shares of common stock and 107,789 shares of Series A Preferred Stock as part of acquisitions[74]. - As of April 14, 2025, the 2023 Equity and Incentive Plan has authorized shares of 40,000,000, with 4,429,431 shares granted[203]. - The Series A Preferred Stock has a stated value of $1,000 per share with an annual dividend rate of 6%[200]. - The company has not paid any dividends on its common stock and does not anticipate paying any in the foreseeable future[201].

Financial Performance - For the three months ended September 30, 2024, the company reported revenues of $15,916,423, a decrease of $396,983 or 2.43% compared to $16,313,406 in the same period of 2023 [189]. - For the nine months ended September 30, 2024, revenues increased to $48,118,936, representing a growth of $2,670,020 or 5.87% from $45,448,916 in 2023 [189]. - The company's cost of revenues for the three months ended September 30, 2024, was $14,190,073, a decrease of $576,421 or 3.90% from $14,766,494 in 2023 [191]. - Operating expenses for the three months ended September 30, 2024, increased to $3,684,987, an increase of $1,392,961 or 60.77% compared to $2,292,026 in 2023 [193]. - Interest expense for the three months ended September 30, 2024, decreased to $641,244, a reduction of $703,852 or 52.33% from $1,345,096 in 2023 [195]. - The company reported an unrealized gain of $826,377 for the three months ended September 30, 2024, compared to an unrealized loss of $661,101 in the same period of 2023, representing an increase of $1,487,478 or 225% [196]. - As of September 30, 2024, the company had an accumulated deficit of approximately $72.8 million and a working capital deficit of approximately $42.5 million [199]. Financing Activities - The company recognized a gain on deconsolidation of $438,099 for the year ended December 31, 2023, and a gain of $177,550 for the six months ended September 30, 2024, due to the deconsolidation of Viva Wealth Fund I, LLC and Vivasphere, Inc. [117]. - The company entered into a financing agreement with Maxus Capital Group, LLC, for approximately $2.1 million for equipment related to a pipeline extension, with expected lease payments of about $32,161 per month over four years [122]. - A separate financing agreement with Maxus for approximately $1 million for wash plant equipment in Houston, with expected lease payments of about $58,595 per month over four years, is also in place [124]. - The company anticipates a lease for another $2.2 million financing agreement with Maxus to commence in the first quarter of 2025, with expected payments of approximately $57,962 per month over four years [125]. - A promissory note was issued to Ballengee Holdings, LLC, for up to $1,500,000, with a principal and accrued interest balance of $804,150 and $21,274 as of September 30, 2024 [126]. - A secured promissory note of $3,000,000 was issued on February 5, 2024, with $250,000 of principal repaid by September 30, 2024 [143]. - The Company has a new loan agreement with a principal amount of $3,670,160.77, maturing on October 31, 2025, with a 22% annual interest rate [146]. - The Company plans to prepay the entire outstanding balance of the term loan if it raises $10,000,000 or more from equity sales [148]. - The Company issued a convertible promissory note for $500,000 with a conversion price set at 90% of the average closing price of common stock [152]. - The company raised approximately $4.7 million through debt financings and $1.4 million through the sale of common stock during the nine months ended September 30, 2024 [200]. Mergers and Acquisitions - The company is in the process of acquiring several entities through a merger agreement with Empire Energy Acquisition Corp. and a membership interest purchase agreement with Endeavor Crude, LLC [130]. - The Company entered into a merger agreement with Empire Energy Acquisition Corp., resulting in the issuance of 67,200,000 shares valued at $67,200,000 [156]. - The Company completed the acquisition of Endeavor Crude, LLC and related entities for a purchase price of $120 million, making them wholly-owned subsidiaries [183]. - The Endeavor Entities operate a fleet of over 500 commercial tractors and trailers, hauling approximately 60,000 barrels of crude oil and 30,000 barrels of produced water daily [184]. - The Merger Agreement requires approval from the necessary stockholders of both the Parent and Empire before the Closing Date [164]. - The Parent must obtain a Fairness Opinion confirming the Merger's financial fairness to its stockholders [164]. - Empire must maintain a Net Cash Minimum on hand as a condition for the Merger [167]. - A lock-up agreement will be established for Empire Stockholders representing at least 65% of the outstanding shares, lasting 12 months post-Closing [176]. - An Escrow Agreement will be executed, involving 5,040,000 Consideration Shares as security for the Parent's obligations [178]. - The Parent's liability for indemnification payments is capped at $500,000, with a threshold of $250,000 for claims [168]. - The Merger Agreement allows for termination under specific conditions, including failure to obtain necessary stockholder votes [172]. - The Parent Common Stock must remain listed on Nasdaq and not be suspended at the Closing Date [167]. - The Parent and Empire must deliver voting and support agreements from stockholders holding at least 51% of voting power within 30 days of the Execution Date [173][174]. Employment and Compensation - The new employment agreement for the Chief Financial Officer includes an annual base salary of $450,000 and potential bonuses based on performance and transactions [133]. - The new Executive Vice President, General Counsel, & Secretary, Patrick M. Knapp, has an annual base salary of $350,000 and potential annual incentive compensation of up to $840,000 [138]. - Mr. Nelson was granted 917,825 stock options at an exercise price of $1.80, with full vesting by June 9, 2024 [135]. - The Vice President of Marketing's base salary is $200,000, which may increase to $350,000 contingent upon achieving net profitability of $500,000 [140]. - The Board of Directors will consist of seven members, including James Ballengee as Chairman, with at least four independent directors [162]. - The company has appointed Mr. Michael Thompson as an independent director and chair of the Audit Committee [128]. Operational Highlights - The company is focused on soil remediation services, particularly in Kuwait and Houston, Texas, utilizing patented processes to recover hydrocarbons [120]. - Stock-based compensation for the nine months ended September 30, 2024, was $1,626,409, up from $1,260,476 in 2023, marking an increase of about 29% [202]. - Capitalized interest on construction in process was $1,015,402 for the nine months ended September 30, 2024, compared to $735,919 in 2023, reflecting an increase of approximately 37.9% [205]. - The company anticipates further construction costs of approximately $1.5 million for the Texas remediation and wash plant facilities [205]. - Contractual obligations for finance lease liabilities as of September 30, 2024, total $1,307,523, with significant payments due in 2025 and 2026 [207]. - The company expects lease payments to Maxus to be approximately $32,161 per month over four years for a new pipeline extension [207]. Risks and Challenges - Interest rate risk exists due to variable interest rates on financing arrangements, which could increase interest expenses if the prime rate rises [213]. - Inflationary pressures may lead to increased costs of doing business, potentially affecting gross margins and return on investment [216].

Group 1 - Proactive provides fast, accessible, informative, and actionable business and finance news content to a global investment audience [2][3] - The news team covers key finance and investing hubs, focusing on medium and small-cap markets, as well as blue-chip companies and broader investment stories [2][3] - Proactive's content includes insights across various sectors such as biotech, pharma, mining, natural resources, battery metals, oil and gas, crypto, and emerging technologies [3][4] Group 2 - The company utilizes technology to enhance workflows and has a team with decades of expertise in content creation [3] - Proactive occasionally employs automation and software tools, including generative AI, while ensuring all content is edited and authored by humans [4]

Financial Performance - For the three months ended June 30, 2024, the company reported revenues of $16,181,122, an increase of $2,590,484 or 19.06% compared to the same period in 2023[134]. - The cost of revenues for the three months ended June 30, 2024, was $15,070,308, representing an increase of $2,694,434 or 21.77% from $12,375,874 in 2023[135]. - Gross profit for the three months ended June 30, 2024, was $1,110,814, a decrease of $103,950 or 8.56% compared to $1,214,764 in 2023[137]. - Operating expenses for the three months ended June 30, 2024, were $3,963,228, an increase of $1,910,530 or 93.07% from $2,052,698 in 2023[138]. - Interest expense for the three months ended June 30, 2024, decreased to $479,947, a reduction of $783,541 or 97.41% compared to $1,263,488 in 2023[139]. - The company reported an unrealized loss of $82,638 for the six months ended June 30, 2024, compared to an unrealized loss of $330,551 in 2023, representing an increase of $247,193 or 75.00%[140]. - As of June 30, 2024, the company had an accumulated deficit of approximately $71.1 million and a working capital deficit of approximately $38 million[144]. - The company had cash and cash equivalents of $94,970 as of June 30, 2024, down from $744,307 as of December 31, 2023[144]. - The net cash used in operating activities for the six months ended June 30, 2024, was $(825,314), an improvement from $(1,296,778) in 2023[142]. - The net cash used in operating activities for the three months ended June 30, 2024, was $5,243,781, compared to $4,739,198 for the same period in 2023[146]. - Interest expense on loans and notes payable was $313,103 for the six months ended June 30, 2024, down from $1,588,689 in 2023[146]. Mergers and Acquisitions - The company has entered into a merger agreement with Empire Energy Acquisition Corp., which will become a wholly-owned subsidiary upon closing[81]. - The company entered into a merger agreement with Empire Energy Acquisition Corp. and Empire Diversified Energy, Inc., with a total consideration of $67,200,000 in Parent common stock[88][93]. - The merger agreement requires Empire to have a minimum of $2,500,000 in unrestricted net cash at closing[95]. - The company plans to file a registration statement with the SEC for the shares to be issued to Empire stockholders following the merger[97]. - The board of directors will consist of seven members post-merger, including three chosen by Empire and two by the Parent[99]. - The Parent's obligations to consummate the merger are contingent upon various conditions, including the approval of the merger by stockholders[100]. - The Company entered into a Membership Interest Purchase Agreement to acquire Endeavor Crude, LLC and related entities for a total purchase price of $120 million[116]. - The purchase price will be paid in a combination of common stock and Series A Preferred Stock, with the Preferred Stock offering a cumulative 6% annual dividend[116]. - The acquisition is subject to a post-closing working capital adjustment based on a target working capital amount of $150,000[118]. - If the EBITDA for the 2024 fiscal year exceeds $12 million, the sellers could receive an earn-out payment of up to $49 million[121]. - The total purchase price, including potential adjustments, could range from $71 million to $169 million[121]. - The Company will issue shares representing 19.99% of its outstanding common stock to the sellers at closing, subject to ownership limitations[117]. - The sellers will enter into 18-month lock-up agreements regarding the common stock consideration received[117]. - The Company is required to file a registration statement for the resale of shares within 45 days of closing[122]. Financing Activities - The company entered into a financing agreement for approximately $1 million for equipment related to a wash plant in Houston, with expected lease payments of about $58,595 per month over four years[77]. - A promissory note was issued to Ballengee Holdings, LLC for up to $1,500,000, intended for general working capital and to repay certain indebtedness[79]. - The company issued a promissory note to the Chief Financial Officer for $1,167,750 in accrued salary and bonuses, accruing interest at 8% per annum[85]. - The company granted 917,825 stock options to the Chief Financial Officer at an exercise price of $1.80, fully vested as of June 9, 2024[86]. - A secured promissory note of $3,000,000 was issued to Cedarview Opportunities Master Fund LP, with $250,000 of principal and $220,000 in interest repaid by June 30, 2024, leaving a balance of $2,750,000[91]. - The company received a loan of $1 million with a 10% interest rate, maturing on December 31, 2024, and secured by 100,000 restricted shares[113]. - The lender converted the outstanding loan amount of $1,048,493 into 903,095 shares of common stock at approximately $1.161 per share in May 2024[113]. - For the six months ended June 30, 2024, the company raised approximately $3.6 million through additional debt financing, following $3 million raised in fiscal year 2023[145]. Operational Activities - The company operates a crude oil facility in Delhi, Louisiana, selling up to 60,000 barrels per month under agreements with a large energy company[75]. - The company has a 120,000 barrel crude oil storage tank near Colorado City, Texas, currently connected to the Lotus pipeline system, with plans for further connections[75]. - The company is focusing soil remediation efforts on projects in Kuwait and Houston, Texas, utilizing patented processes to recover hydrocarbons[76]. - The company anticipates further construction costs of approximately $1.5 million for its Texas remediation and wash plant facilities[147]. - The company may need to suspend site and plant construction or further acquisitions if it cannot raise capital through various financing means[148]. - The company has finance lease obligations related to the sale and leaseback of certain assets, with total operating lease obligations amounting to $3,638,810[150]. - The company incurred depreciation and amortization expenses of $1,997,473 for the three months ended June 30, 2024, up from $1,452,387 in 2023[146]. - Capitalized interest on construction in process was $656,492 for the six months ended June 30, 2024, compared to $589,775 in 2023[147]. Executive Compensation - The new employment agreement for the Chief Financial Officer includes a base salary of $450,000 and potential bonuses totaling up to 120% of the base salary[83]. - The company has a performance-based incentive compensation plan for Mr. Knapp, with potential earnings of up to $840,000[87]. - The company has a lock-up period of 18 months for the signing grant of common stock to Mr. Knapp, valued at $250,000[87]. Accounting Policies - The company has no material changes to its critical accounting policies from the previous fiscal year[155].

Group 1 - Proactive provides fast, accessible, informative, and actionable business and finance news content to a global investment audience [2][3] - The news team operates from key finance and investing hubs including London, New York, Toronto, Vancouver, Sydney, and Perth [2] - Proactive focuses on medium and small-cap markets while also covering blue-chip companies, commodities, and broader investment stories [2][3] Group 2 - The team delivers news and insights across various sectors including biotech, pharma, mining, natural resources, battery metals, oil and gas, crypto, and emerging technologies [3] - Proactive adopts technology to enhance workflows and improve content delivery [3][4] - All content published by Proactive is edited and authored by humans, ensuring adherence to best practices in content production [4]

Group 1 - Proactive news team operates in key finance and investing hubs globally, including London, New York, Toronto, Vancouver, Sydney, and Perth [1] - The team provides news and insights across various markets, including biotech, pharma, mining, natural resources, battery metals, oil and gas, crypto, and emerging technologies [2] - Proactive emphasizes the use of technology and automation in content production while ensuring all content is edited and authored by humans [4] Group 2 - Emily Jarvie, a journalist with a background in political reporting and experience in the psychedelics sector, joined Proactive in 2022 [5] - Proactive focuses on delivering fast, accessible, and actionable business and finance news to a global investment audience [5] - The company specializes in medium and small-cap markets while also covering blue-chip companies and broader investment stories [6]