Vivakor Inc美股招股说明书(2025-10-31版)

10,600,000 Shares of Common Stock3,566,666 Pre-funded Warrants to Purchase Shares of Common Stock3,566,666 Shares of Common Stock Underlying the Pre-funded Warrants We are offering 10,600,000 shares of our common stock, par value $0.001 per share (the “Common Stock”), and, in lieu of sharesof Common Stock to investors that so choose, 3,566,666 Pre-funded warrants to purchase shares of our Common Stock, or the “Pre-funded Warrants” (and the shares of Common Stock issuable from time to time upon exercise of each of the Pre-funded Warrants). Thepublic offering price is $0.18 per share. The Pre-funded Warrants will be exercisable immediately and are exercisable for one share ofour Common Stock. The purchase price of each Pre-funded Warrant will equal the price per share of Common Stock being sold to thepublic in this offering, minus$0.001. Each Pre-funded Warrant will be exercisable for one share of Common Stock at any time afterthe date of issuance of such Pre-funded Warrant, subject to an ownership limitation. This prospectus supplement also relates to theoffering of the shares of Common Stock issuable upon exercise of the Pre-funded Warrants. Our Common Stock is listed on The Nasdaq Capital Market under the symbol “VIVK”. On October 29, 2025, the last reportedsale price of our Common Stock on The Nasdaq Capital Market was $0.2569 per share. We have retained D. Boral Capital LLC, referred to herein as “D. Boral” or the “placement agent,” to act as our exclusiveplacement agent in connection with the securities offered by this prospectus supplement and the accompanying prospectus. Theplacement agent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number ordollar amount of securities. We have agreed to pay the placement agent the placement agent fees set forth in the table below, whichassumes that we sell all of the securities we are offering. See “Plan of Distribution” beginning on page S-14 of this prospectussupplement for more information regarding these arrangements. We are an “emerging growth company” and “smaller reporting company” as defined under the federal securities laws and, underapplicable Securities and Exchange Commission rules, we have elected to comply with certain reduced public company reporting anddisclosure requirements. Investing in our securities involves a high degree of risk. Before making any decision to invest in our securities, you shouldcarefully consider the information disclosed in this this prospectus supplement and the accompanying prospectus, includingthe information under “Risk Factors” beginning on page S-9 of this prospectus supplement, as well as the information,including the risk factors contained or incorporated by reference to this prospectus supplement and the accompanyingprospectus as described under the heading “Where You Can Find More Information.” NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSIONHAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACYOF THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TOTHE CONTRARY IS A CRIMINAL OFFENSE. There is no arrangement for funds to be received in escrow, trust, or similar arrangement. (1)We have agreed: (i) to pay a cash fee to the placement agent equal to 7% of the aggregate gross proceeds raised in this offering;and (ii) to reimburse certain expenses of the placement agent in connection with this offering. See “Plan of Distribution”beginning on page S-14 of this prospectus supplement for additional information regarding compensation paid to the placementagent.(2)The amount of the offering proceeds to us presented in this table does not give effect to the proceeds from the exercise of any ofthe Pre-funded Warrants. We expect that delivery of the shares being offered pursuant to this prospectus supplement and the accompanying base prospectuswill be made on or about October31, 2025, subject to satisfaction of customary closing conditions. The date of this prospectus supplement is October30, 2025. TABLE OF CONTENTS PagePROSPECTUS SUPPLEMENTABOUT THIS PROSPECTUS SUPPLEMENTS-1CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTSS-3PROSPECTUS SUPPLEMENT SUMMARYS-4THE OFFERINGS-7RISK FACTORSS-9USE OF PROCEEDSS-11DILUTIONS-12DESCRIPTION OF THE SECURITIES WE ARE OFFERINGS-13PLAN OF DISTRIBUTIONS-14LEGAL MATTERSS-16EXPERTSS-16WHERE YOU CAN FIND MORE INFORMATIONS-17INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCES-18 PagePROSPECTUSABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE2THE COMPANY4RISK FACTORS12SPECIAL NOTICE REGARDING FORWARD LOOKING STATEMENTS13USE OF PROCEEDS14DESCRIPTION OF CAPITAL STOCK15DESCRIPTION OF DEBT SECURITIES18DESCRIPTION OF WARRANTS25DESCRIPTION OF RIGHTS27DESCRIPTION OF UNITS28PLAN OF DISTRIBUTION29LEGAL MATTERS30EXPERTS30 You should rely only on the information we have provided or incorporated by referenc