Private Placement (Form 8-K)

As previously reported, on March 17, 2025, Vivakor, Inc. (the "Company"), issued a junior secured convertible promissory note (the "Initial Note") to J.J. Astor & Co. (the "Lender"), in the principal amount of $6,625,000 (the "Principal Amount"), in relation to a Loan and Security Agreement by and between the Company, its subsidiaries, and the Lender (the "Loan Agreement"). The Company received $5,000,000, before fees. The Company received the funds on March 18, 2025.

On September 29, 2025, the Company received a Notice of Conversion from the Lender converting $700,000 of the Principal Amount of the Initial Note into 5,235,602 shares of the Company's common stock . The Lender previously converted $200,000 of the Principal Amount into 720,072 shares of the Company's common stock and $200,000 of the Principal Amount into 1,084,011 shares of the Company's common stock, and issued the Lender the 250,000 shares due as Commitment Shares under the Initial Note, but these issuances, together with other issuances by the Company, did not exceed 5% of the Company's outstanding stock since the Company filed its Form 10-Q for the period ended June 30, 2025 (all shares issued to the Lender listed herein are referred to as the "Shares") Pursuant to the terms of the Initial Note and the Notice of Conversions, the Company issued the Shares. The Shares were issued without a Rule 144 restrictive legend pursuant to a legal opinion received by the Company and its transfer agent. The issuances of the foregoing securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act promulgated thereunder as the holder is an accredited investor and familiar with our operations.