Vivakor : Private Placement - Form 8-K

Item 3.02 Unregistered Sales of Equity Securities

Vivakor, Inc. (the "Company") held a Special Meeting of Stockholders (the "Meeting") on November 10, 2023. At the Meeting, the Company's stockholders approved the Acquisition Stock Issuance and CEO Compensation Shares Issuance, as defined below, comprising a total of 7,965,926 shares, which were issued on November 10, 2023.

As previously disclosed, the Company entered into: (i) a Membership Interest Purchase Agreement (the "MIPA"), with Jorgan Development, LLC, a Louisiana limited liability company ("Jorgan") and JBAH Holdings, LLC, a Texas limited liability company ("JBAH" and, together with Jorgan, the "Sellers"), as the equity holders of Silver Fuels Delhi, LLC, a Louisiana limited liability company ("SFD") and White Claw Colorado City, LLC, a Texas limited liability company ("WCCC" ); and (ii) an executive employment agreement with James Ballengee (the "Employment Agreement") with respect to the Company's appointment of Mr. Ballengee as Chief Executive Officer and Chairman of the Board of Directors (the "Board").

Acquisition Stock Issuance

On October 28, 2022, following the Acquisition and in connection with the Employment Agreement (as defined below), the Company and the Sellers entered into an agreement amending the Notes, as soon as is practicable, following and subject to the approval of the Company's shareholders, and provided there are no applicable prohibitions under the rules of the Nasdaq or other restrictions, the Company agreed to issue 7,042,254 restricted shares of the Company's Common Stock in exchange for the forgiveness and cancellation of $10,000,000 of principal under the Notes on a pro rata basis, reflecting a conversion price of $1.42 per share. As noted above, these shares were issued on November 10, 2023.

CEO Compensation Shares Issuance

On October 28, 2022, the Company entered into an executive employment agreement with James Ballengee (the "Employment Agreement") with respect to the Company's appointment of Mr. Ballengee as Chief Executive Officer and Chairman of the Board. Pursuant to the Employment Agreement, Mr. Ballengee will receive annual compensation of $1,000,000 payable in shares of the Company's Common Stock, priced at the volume weighted average price (VWAP) for the five trading days preceding the date of the Employment Agreement and each anniversary thereof (the "CEO Compensation Shares"). The CEO Compensation shall be subject to satisfaction of Nasdaq rules, the provisions of the Company's equity incentive plan and other applicable requirements and shall be accrued if such issuance is due prior to satisfaction of such requirements (the "CEO Compensation Shares Issuance"). As noted above, 923,672 shares of our common stock was issued as the CEO Compensation Shares Issuance on November 10, 2023.

The Acquisition Stock Issuance and the CEO Compensation Shares Issuance were issuances of unregistered securities in transactions that were exempt from the requirements of the Securities Act of 1933, pursuant to Section 4(a)(2) of the Securities Act of 1933.