Vivakor Inc美股招股说明书(2026-07-21版)

Up to 40,686,375 shares of common stock VIVAKOR, INC. This prospectus relates to the resale, from time to time of up to an aggregate of 40,686,375 shares of Vivakor, Inc., a Nevadacorporation (the “Company”) common stock, $0.001 par value per share (“Common Stock”), by the selling stockholders named herein(the “Selling Stockholders”),. The Common Stock included in this prospectus consists of up to 40,540,542 shares that certain of theSelling Stockholders may receive pursuant to the conversion of certain convertible promissory notes issued in the aggregate amount of$15,000,000 held by such Selling Stockholders under the terms of the Offering, and 145,833 shares of Common Stock currentlyowned by another Selling Stockholder. The 40,540,542 shares of Common Stock issuable under the convertible promissory notes arecalculated based upon the floor price of $0.37 per share (“Floor Price”) as set forth in the convertible promissory note. The Companyis registering 40,540,542 shares of Common Stock for issuance under the convertible promissory notes, which is the maximum amountof shares of Common Stock that can be issued upon conversion of $15,000,000 of principal under the convertible promissory notes.See the section entitled, “Selling Stockholders” for additional information regarding the Selling Stockholders. The Selling Stockholders may sell the shares of Common Stock at prevailing market or privately negotiated prices, includingin one or more transactions that may take place by ordinary broker’s transactions, privately negotiated transactions or through sales toone or more dealers for resale. We will not realize any proceeds from sales by the Selling Stockholders. All costs incurred in the registration of the shares of Common Stock are being borne by the Company. We are an “emerging growth company,” as defined in Section2(a) of the Securities Act, as modified by the Jumpstart OurBusiness Startups Act of 2012 (the “JOBS Act”), and we may take advantage of certain exemptions from various reportingrequirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, notbeing required to comply with the auditor attestation requirements of Section404 of the Sarbanes-Oxley Act, reduced disclosureobligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements ofholding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments notpreviously approved. This prospectus complies with the requirements that apply to an issuer that is an emerging growth company. Our common stock is listed on The Nasdaq Capital Market under the symbol “VIVK”. On June22, 2026, the last reportedsale price of our common stock was $1.60 per share. The share and per share information in this prospectus reflects a 1-for-200 reverse stock split of the outstandingCommon Stock of the Company, which went effective on March24, 2026. The financial statements, which are included onpages F-1 through F-57, and associated Management’s Discussion and Analysis disclosure, have also been adjusted for the 1-for-200 reverse stock split. Investing in the Common Stock involves risks. Vivakor, Inc., currently is in an unsound financial condition, and youshould not invest unless you can afford to lose your entire investment. See “Risk Factors” beginning on page14. Neither theSecurities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is July 16, 2026 TABLE OF CONTENTS MARKET AND INDUSTRY DATA1CERTAIN TRADEMARKS, TRADE NAMES AND SERVICE MARKS2ABOUT THIS PROSPECTUS3CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS4PROSPECTUS SUMMARY7SUMMARY OF THE OFFERING13RISK FACTORS14SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS28USE OF PROCEEDS29DESCRIPTION OF SECURITIES30BUSINESS34LEGAL PROCEEDINGS42LEGAL MATTERS45EXPERTS45MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATEDSTOCKHOLDER MATTERS45WHERE YOU CAN FIND MORE INFORMATION45INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1SELECTED FINANCIAL DATA46MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION47CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE63QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK64DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS65EXECUTIVE COMPENSATION71SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT78SELLING STOCKHOLDERS79CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS80DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES86PLAN OF DISTRIBUTION87AVAILABLE INFORMATION89 MARKET AND INDUSTRY DATA This prospectus includes estimates regarding market and industry data that we prepared based on our manag