| Item 1.01 | Entry into a Material Definitive Agreement. |
Underwriting Agreement and Closing of Underwritten
Public Offering
On February 11, 2022, Vivakor, Inc. (the “Company”),
entered into an underwriting agreement (the “Underwriting Agreement”), with EF Hutton, division
of Benchmark Investments, LLC, who acted as the underwriter (the “Underwriter”), pursuant to which the Company agreed
to sell to the Underwriter in a firm commitment underwritten public offering (the “Offering”) an aggregate of 1,600,000 shares
of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at a public offering price of $5.00 per
share. The Common Stock began trading on the Nasdaq Capital Market under the symbol VIVK on February 14, 2022.
The shares of Common Stock were offered and sold
to the public pursuant to the Company’s registration statement on Form S-1 (File No. 333- 250011), initially filed by
the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”)
on November 10, 2020 and declared effective on February 11, 2022.
In addition, the Underwriter was granted a 45-day
option, exercisable in one or more times in whole or in part, to purchase up to an additional 240,000 shares of Common Stock solely to
cover over-allotments, at the public offering price per share of Common Stock, less, in each case, the underwriting discounts payable
by the Company.
The Underwriting Agreement contains customary
representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company
and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination
provisions. Further, pursuant to the terms of the Underwriting Agreement and related “lock-up” agreements, the Company, each
director and executive officer of the Company, and certain stockholders have agreed with the Underwriter not to offer for sale, issue,
sell, contract to sell, pledge or otherwise dispose of any of our Common Stock or securities convertible into Common Stock for a period
of 180 days for directors and executive officers of the Company, commencing on February 11, 2022, the date of the final prospectus.
On February 16, 2022, pursuant to the Underwriting
Agreement, the Company issued Representative’s Warrants to purchase up to an aggregate of 80,000 shares of Common Stock (the “Representative’s
Warrants”). The Representative’s Warrants are exercisable beginning on August 15, 2022 through February 11, 2027. The initial
exercise price of Representative's Warrants is $5.75 per share, which equals 125% of the public offering price per Unit in the Offering.
The Offering closed on February 16, 2022.
The foregoing description of the Underwriting
Agreement and Representative’s Warrants are not complete and are qualified in their entirety by references to the full text of the
Underwriting Agreement and the form of Representative’s Warrants, which are filed as exhibits 1.1 and 4.1, respectively, to this
report and are incorporated by reference herein.