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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 4, 2024
VIVAKOR, INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-41286 |
|
26-2178141 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
5220 Spring Valley Road, Suite LL20
Dallas,
TX 75242
(Address
of principal executive offices)
(949)
281-2606
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name of
each exchange on which registered |
| Common Stock |
|
VIVK |
|
The Nasdaq Stock Market LLC
(Nasdaq Capital Market) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
7.01. Regulation FD Disclosure
On
March 4, 2024, Vivakor, Inc., a Nevada Corporation (the “Company”), issued a press release (the “Release”) announcing
its entry into an Agreement and Plan of Merger (the “Merger Agreement”) with Empire Energy Acquisition Corp., a Delaware
corporation and wholly owned subsidiary of the Parent (“Merger Sub”), and Empire Diversified Energy, Inc., a Delaware corporation
(“Empire” and collectively with the Parent and Merger Sub, the “Parties”). Pursuant to the Merger Agreement,
on the Closing Date, subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into Empire
(the “Merger”), with Empire surviving the Merger as a wholly owned subsidiary of the Parent (the “Surviving Company”).
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
As
a result of the Merger, all shares of Empire’s common stock, par value $0.00001 per share (the “Empire Common Stock”),
on a fully diluted and as converted basis, shall be converted into and exchanged for the right to receive an aggregate of 67,200,000
shares (the “Consideration Shares”) of the Parent’s common stock, par value $0.001 per share (the “Parent Common
Stock”), valued at $1.00 per share of Parent Common Stock for an aggregate value equal to $67,200,000.
The
information in Item 7.01 and Item 8.01 to this Current Report on Form 8-K, including Exhibit 99.1 is being furnished and shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,
except as expressly set forth by specific reference in such filing.
Item 8.01
Other Events
The
information set forth in Item 7.01 of this Current Report on Form 8-K is incorporated by reference into this Item 8.01.
Item 9.01.
Financial Statements and Exhibits
Cautionary
Statement Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains “forward-looking statements” statements within the meaning of the “safe harbor”
provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based upon the current beliefs
and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies,
many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially
from the results anticipated in these forward-looking statements. Forward-looking statements may be identified but not limited by the
use of the words “anticipates,” “expects,” “intends,” “plans,” “should,”
“could,” “would,” “may,” “will,” “believes,” “estimates,” “potential,”
or “continue” and variations or similar expressions. Our actual results may differ materially and adversely from those expressed
in any forward-looking statements as a result of various factors and uncertainties, including, but not limited to, the implied enterprise
value of Vivakor as a result of the Merger, the expected transaction and ownership structure, the likelihood and ability of the parties
to successfully and timely consummate Merger, the risk that any required regulatory approvals are not obtained, are delayed or are subject
to unanticipated conditions that could adversely affect Vivakor or the expected benefits of the Merger, the approval of the stockholders
of either party is not obtained, Empire’s ability to secure the $2.5 million financing on terms that are satisfactory or favorable,
or at all, our ability to maintain the listing of our securities on the Nasdaq Capital Market, disruption and volatility in the global
currency, capital, and credit markets, changes in federal, local and foreign governmental regulation, changes in tax laws and liabilities,
tariffs, legal, regulatory, political and economic risks, our ability to successfully develop products, rapid change in our markets,
changes in demand for our future products, and general economic conditions.
These
risks and uncertainties include, but are not limited to, risks and uncertainties discussed in Vivakor’s filings with the SEC, which
factors may be incorporated herein by reference. Actual results, performance or achievements may differ materially, and potentially adversely,
from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can
be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue
reliance on forward-looking statements as a predictor of future performance as projected financial information and other information
are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many
of which are beyond our control. All information set forth herein speaks only as of the date hereof in the case of information about
Vivakor and Empire or the date of such information in the case of information from persons other than Vivakor and Empire, and we disclaim
any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication.
Forecasts and estimates regarding Empire’s industry and markets are based on sources we believe to be reliable; however, there
can be no assurance these forecasts and estimates will prove accurate in whole or in part.
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: March 8, 2024 |
By: |
/s/ James Ballengee |
| |
|
Name: |
James Ballengee |
| |
|
Title: |
Chief Executive Officer |
Exhibit 99.1
Vivakor
Signs Definitive Merger Agreement with Empire
Diversified Energy for a Combined Enterprise Value of
Approximately $250 Million
Synergies
Expected to Provide Infrastructure for Expansion and Accelerate Revenue Growth
DALLAS,
TX / March 4, 2024 / Vivakor, Inc. (NASDAQ:VIVK) (“Vivakor” or the “Company”), a socially responsible operator,
acquirer and developer of clean energy technologies and environmental solutions, today is pleased to announce it has signed a definitive
agreement and plan of merger (the “Merger Agreement”) with Empire Diversified Energy, Inc. (OTC:MPIR) (“Empire”),
a multifaceted holding company with business units in sustainable energy and logistics.
Under
the terms of the Merger Agreement, unanimously approved by the board of directors of each party, upon a successful closing, Vivakor would
acquire all the outstanding shares of Empire common and preferred stock, on an as-converted basis, for net consideration of 67,200,000
shares (the “Consideration Shares”) of Vivakor common stock, resulting in Empire becoming a wholly-owned subsidiary of Vivakor
upon the closing (the “Merger”). Upon the closing, 7.5% or 5,040,000 of the Consideration Shares shall be held in escrow
for the 12-months subsequent to closing for the purpose of indemnifying Vivakor and its shareholders for the representations, warranties
and covenants of Empire contained in the Merger Agreement. Empire shall cause a minimum of 65% or 43,680,000 of the Consideration Shares
to be subject to a lock-up agreement for the 12-month period after the closing of the Merger, coupled with certain insider sales restrictions
thereafter. Additionally, all Empire options and convertible securities existing immediately prior to the closing shall be either converted
or cancelled pre-merger and any Empire warrants that are outstanding may be either accepted or rejected in the sole discretion of Vivakor,
and Empire is required to have a minimum of $2.5 million in unrestricted cash on hand at the time of closing of the Merger, which shall
be available to Vivakor thereafter.
The
closing of the Merger, is subject to, among other things, stockholder approval of each company, Vivakor’s receipt of a satisfactory
fairness opinion to the underlying transaction, and the effective registration of the Consideration Shares pursuant to a Registration
Statement on Form S-4. Vivakor is currently targeting the Merger to close by the end of the third fiscal quarter ending September 30,
2024.
Vivakor
Chairman and CEO James Ballengee commented, “This is a significant milestone for our company and we believe accelerates our vision
to build a state-of-the-art, clean energy and remediation technologies company. Upon a successful closing of the Merger, we intend to
construct and deploy our fourth Remediation Processing Center (RPC IV) at The Port of West Virginia, where Empire currently operates,
as well as integrate our transportation and midstream assets into existing operations. We cannot be more excited about this merger, the
synergies it presents, and the growth opportunities we see the merger presenting for the future of Vivakor. We look forward to moving
this merger toward a closing by the end of September and will update shareholders and the Wall Street community as we continue our progress.”
Empire’s
primary location is in Follansbee, West Virginia, where it operates The Port of West Virginia (“The Port”) within its Eco-Industrial
Complex, situated along the Ohio River, with nearly 1,000 acres of contiguous land where it serves as the crossroads of the East Coast
and Midwest through its trimodal (road, river, rail) terminal facility. Empire is currently deploying a host of innovative and sustainable
technologies serving the transportation, recyclable waste, steel, warehousing, and other energy sectors to help decarbonize the region.
In
additional to the traditional facilities at The Port, Empire’s flagship waste-to-energy pyrolysis plant, which is slated to come
online in the second fiscal quarter of this year, is intended to provide behind-the-grid electrical power to The Port, while producing
salable hydrochloric acid and excess gas into the market. The plant is designed to recycle 70 tons of plastics per day through a pyrolysis
process that employs high heat in the absence of oxygen, is environmentally friendly and virtually emission free. Additionally, the U.S.
Department of Energy’s (DOE) Office of Clean Energy Demonstrations (OCED) has selected the Appalachian Regional Clean Hydrogen
Hub (ARCH2) as a recipient of up to $925 million in funding to advance the development of hydrogen projects throughout West
Virginia, as well as parts of eastern Ohio and western Pennsylvania. Empire was selected from over 80 initial applicants and is slated
to receive a portion of these funds to assist in the engineering and buildout of an anaerobic digester project at The Port as part of
the ARCH2 project consortium.
For
more information on Empire’s Industrial Complex, please visit www.empirediversifiedenergy.com and www.empiregreengen.com.
About
Vivakor, Inc.
Vivakor,
Inc. (NASDAQ:VIVK), is a clean energy technology company focused on the oil remediation and natural resources sectors. Vivakor’s
corporate mission is to create, acquire, accumulate, and operate distinct assets, intellectual properties, and exceptional technologies.
Its Silver Fuels Delhi, LLC, and White Claw Colorado City, LLC subsidiaries include crude oil gathering, storage, and transportation
facilities, which feature long-term ten year take-or-pay contracts.
The
Company’s patented Remediation Processing Centers allows for the environmentally friendly recovery of bitumen (heavy crude) and
other hydrocarbons from the remediation of contaminated soils. Vivakor believes its RPC’s are the only remediation system that
can clean soils with more than 5% by weight oil contamination while recovering the oil and leaving the soil fully viable for reuse. Once
operational, its Remediation Processing Centers will focus on extraction from shallow, oil-laden sands, along with generating petroleum-based
remediation projects in Kuwait and in Houston, Texas.
For
more information, please visit our website: http://vivakor.com
Cautionary
Statement Regarding Forward-Looking Statements
This
news release may contain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995. Such forward-looking
statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business,
economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual
results and the timing of events may differ materially from the results anticipated in these forward-looking statements. Forward-looking
statements may be identified but not limited by the use of the words “anticipates,” “expects,” “intends,”
“plans,” “should,” “could,” “would,” “may,” “will,” “believes,”
“estimates,” “potential,” or “continue” and variations or similar expressions. Our actual results
may differ materially and adversely from those expressed in any forward-looking statements as a result of various factors and uncertainties,
including, but not limited to, the implied enterprise value of Vivakor as a result of the Merger, the expected transaction and
ownership structure, the likelihood and ability of the parties to successfully and timely consummate the Merger, the risk that any required
regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect Vivakor or
the expected benefits of the Merger, the approval of the stockholders of either party is not obtained, Empire’s ability to secure
the $2.5 million financing on terms that are satisfactory or favorable, or at all, our ability to maintain the listing of our securities
on the Nasdaq Capital Market, the parties failure to realize the anticipated benefits of the Merger, including, but not limited to Vivakor’s
ability to construct and deploy a fourth Remediation Processing Center, risks relating to the uncertainty of the projected financial
information with respect to Empire, Empire’s ability to secure the capital, permits, licenses, agreements, equipment and other
resources necessary to execute on its currently planned projects, including, but not limited to, meeting Empire’s currently anticipated
timeline of bringing its pyrolysis plant into operation during the second fiscal quarter 2024, disruption and volatility in the global
currency, capital, and credit markets, changes in federal, local and foreign governmental regulation, changes in tax laws and liabilities,
tariffs, legal, regulatory, political and economic risks, our ability to successfully develop products,
rapid change in our markets, changes in demand for our future products, and general economic conditions.
These
risks and uncertainties include, but are not limited to, risks and uncertainties discussed in Vivakor’s filings with
the U.S. Securities and Exchange Commission, which factors may be incorporated herein by reference. Actual
results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements
and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is
reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor
of future performance as projected financial information and other information are based on estimates and assumptions that are inherently
subject to various significant risks, uncertainties and other factors, many of which are beyond our control. All information set forth
herein speaks only as of the date hereof in the case of information about Vivakor and Empire or the date of such information in the case
of information from persons other than Vivakor and Empire, and we disclaim any intention or obligation to update any forward-looking
statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding Empire’s
industry and markets are based on sources we believe to be reliable; however, there can be no assurance these forecasts and estimates
will prove accurate in whole or in part.
Investors
Contact:
P:949-281-2606
info@vivakor.com
ClearThink
nyc@clearthink.capital
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