UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Explanatory Note
On August 5, 2022, Vivakor, Inc. (the “Company”), a Nevada corporation, filed a Current Report on Form 8-K (the “Initial Report”) to report that the Company, 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”) closed on the previously disclosed Membership Interest Purchase Agreement among them dated June 15, 2022 (the “MIPA”). In accordance with the terms of the MIPA, the Company acquired all of the issued and outstanding membership interests in each of SFD and WCCC (the “Membership Interests”), making SFD and WCCC wholly owned subsidiaries of the Company.
This Current Report on Form 8-K/A (this “Amendment”) amends and supplements the Initial Report to provide financial statements of Silver Fuels Delhi, LLC and White Claw Colorado City, LLC, and the pro forma financial statements of the Company required by Item 9.01 of Form 8-K. No other modifications to the Initial Report are being made by this Amendment. This Amendment should be read in connection with the Initial Report, which provides a more complete description of the MIPA and transactions contemplated thereby.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of SFD and WCCC
The audited financial statements of SFD as of and for the years ended December 31, 2021 and 2020, and the audited financial statements of WCCC as of and for the period April 24, 2021 (Inception) to December 31, 2021, together with the related notes to the financial statements, are included as Exhibits 99.1 and 99.2 to this Current Report.
The unaudited financial statements of SFD for the six months ended June 30, 2022 and 2021, and the unaudited financial statements of WCCC as of and for the six months ended June 30, 2022, and for the period April 24, 2021 (Inception) to June 30, 2021, together with the related unaudited notes to the financial statements, are included as Exhibits 99.3 and 99.4 to this Current Report and are incorporated herein by reference.
(b) Pro Forma Financial Information.
The unaudited pro forma consolidated financial statements of Company for the six months ended June 30, 2022 and for the year ended December 31, 2021, are included as Exhibit 99.5 to this Current Report and are incorporated herein by reference.
The pro forma financial information included in this Amendment No.1 has been presented for informational purposes only and is not necessarily indicative of the consolidated financial position or results of operations that would have been realized had the acquisition occurred as of the dates indicated, nor is it meant to be indicative of any anticipated consolidated financial position or future results of operations that the Company will experience after the acquisition.
(d) Exhibits
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VIVAKOR, INC. | ||
Dated: October 17, 2022 |
By: | /s/ Tyler Nelson |
| Name: Tyler Nelson | ||
| Title: Chief Financial Officer | ||
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