Failure to Satisfy Listing Rule, Private Placement (Form 8-K)

On December 11, 2025, Vivakor, Inc., a Nevada corporation (the "Company"), received a written notification (the "Notice") from the Listing Qualifications Department (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") stating that based on the Staff's review of the Company's issuances of shares of common stock and prefunded warrants in connection with the Company's registered direct offerings conducted in October 2025, the Staff has determined that the Company failed to comply with Nasdaq Listing Rule 5635(d) in relation to certain of the offerings, which requires prior shareholder approval for transactions, other than public offerings, involving the issuance of 20% or more of the pre-transaction shares outstanding at less than the Minimum Price (as defined in Nasdaq Listing Rule 5635(d)(1)(A)) (the "Shareholder Approval Rule").

As previously disclosed in the Company's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission ("SEC") on October 27, 2025, on October 24, 2025, the Company entered into a Securities Purchase Agreement with certain institutional investors to issue 10,909,090 shares of common stock and 5,000,000 pre-funded warrants at an offering price of $0.22 per share (the "October 24 Offering"). In addition, as previously disclosed in the Company's Current Report on Form 8-K filed with the SEC on October 31, 2025, on October 30, 2025, the Company entered into a Securities Purchase Agreement with certain institutional investors to issue 10,600,000 shares of common stock and 3,566,666 pre-funded warrants at an offering price of $0.18 per share (the "October 30 Offering").

The Staff's determination under the Shareholder Approval Rule is based on the Staff's review of the October 24 Offering and the October 30 Offering, which collectively represent more than 20% of the pre-transaction shares of outstanding common stock at a discount to the applicable Minimum Price.

The Notice does not have any immediate effect on the listing of the Company's common stock on the Nasdaq Capital Market, and the Company has 45 calendar days from the date of the Notice to submit a plan to regain compliance (the "Plan"). If the Plan is accepted, the Staff can grant an extension of up to 180 calendar days from the date of the Notice to evidence compliance. The Company plans to timely submit a Plan to Nasdaq in response to the Notice and is seeking approval of its shareholders for the issuance of the Company's common stock in the October 24 Offering and the October 30 Offering. However, there are no assurances that the Company will be able to regain compliance with the Shareholder Approval Rule, or, assuming the Company regains compliance with the Shareholder Approval Rule, that the Company will be able to continue to maintain compliance with all Nasdaq listing standards in the future.

As previously reported, between June 6, 2025 and June 9, 2025, the Company issued convertible promissory notes (the "Lender Notes"), to seven non-affiliated accredited investors (the "Lenders"), in the aggregate principal amount of $5,117,647.06 in connection with a Securities Purchase Agreement entered into by and between the Company and the Lenders (the "Lender SPA"). Under the terms of the Lender SPA and the Lender Notes, the Company received $4,350,000 prior to deducting customary fees.

Between December 10, 2025 and December 15, 2025, the Company received eight Notices of Conversion from the Lenders converting a total of $507,172.86 of the amounts due under the Lender Notes into 15,427,519 shares of the Company's common stock (the "Lender Shares"). Pursuant to the terms of the Lender Notes and the Notices of Conversion, the Company issued the Lender Shares. The Lender 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 were 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.