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Stockholders’ Equity
 12 Months Ended
Dec. 31, 2024
Equity [Abstract]  
Stockholders’ Equity

Note 17. Stockholders’ Equity

 

Series A, Series B, Series B-1, Series C and Series C-1 Preferred Stock

 

The Preferred Stock authorized by the Company may be issued from time to time in one or more series. The Company is authorized to issue 15,000,000 shares of preferred stock. The Company is authorized to issue 66,667 shares of Series A Preferred Stock, 3,266,667 shares of Series B Preferred Stock, 1,666,667 shares of Series B-1 Preferred Stock, 3,333,333 shares of Series C Preferred Stock, and 3,333,333 shares of Series C-1 Preferred Stock. The Board of Directors is authorized to fix or alter the number of shares constituting any series of Preferred Stock and the designation thereof. In 2021, the Board of Directors authorized, and a majority vote acceptance was received of each voting class of preferred stock, including Series B Preferred Stock, Series B-1 Preferred Stock, and Series C-1 Preferred Stock, that each class’s designations be amended that upon the Company’s public offering in conjunction with an up list to a senior stock exchange that these classes of preferred stock will convert their preferred shares to common shares on a one for one basis. In conjunction with our acquisition of the Endeavor Entities on October 1, 2024, on February 6, 2025 the Company filed a Certificate of Amendment to our Articles of Incorporation (deemed to be effective for accounting purposes as of October 1, 2024) which withdrew all prior series of preferred stock and set forth the certificate of designation of our the Series A Preferred Stock issued as consideration for the acquisition. Such filing is deemed to have been effective as of December 31, 2024 as such filing’s delay was due to administrative reasons. For the year ended December 31, 2024 and 2023, there were no outstanding shares of the previous preferred stock series at the time of the amendment. As a result of the amendment Series A was replaced as disclosed below, and Series B, B-1, C, and C-1 were all withdrawn. The Company has issued 107,789 outstanding shares of Series A Preferred as of December 31, 2024. The conversion price is subject to adjustment under certain customary circumstances, including as a result of stock splits and combinations, dividends and distributions, and certain issuances of common stock. The Company has the right to convert the Preferred Stock at any time using the stated value of $1,000 per share of Preferred Stock and the conversion price of one dollar ($1.00) per share of Common Stock. Holders of shares of Series A Preferred Stock will have no voting rights. Our Series A Preferred Stock earns an annual dividend of 6% of the stated value of the stock, which dividend is paid in equal quarterly installments in shares of our common stock unless such issuance would cause the holder of the Series A Preferred Stock to exceed certain beneficial ownership limitations, and such a situation the dividend will accrue until such time as the shares are able to be issued. Series A have the right to a liquidation preference in any distribution of net assets made to the shareowners prior to and in preference to the holders of Common Stock and any other Preferred Stock holder in the liquidation, dissolution or winding up of our Company. The Company has the right, but not the obligation, to redeem shares of Series A Preferred Stock.

 

On October 1, 2024, we acquired all of the issued and outstanding membership interests in Endeavor Crude, LLC, a Texas limited liability company, Equipment Transport, LLC, a Pennsylvania limited liability company, Meridian Equipment Leasing, LLC, a Texas limited liability company, and Silver Fuels Processing, LLC, a Texas limited liability company (collectively with their subsidiaries, the “Endeavor Entities”), making those entities wholly-owned subsidiaries. The purchase price is $116.3 million (the “Purchase Price”), after post-closing adjustments, including assumed debt and an earn-out adjustment, payable in a combination of our common stock, $0.001 par value per share (“Common Stock”) and shares of our Series A Preferred Stock $0.001 par value per share (“Preferred Stock”). The sellers are beneficially owned by James Ballengee, our chairman, chief executive officer and principal shareholder. To date we have issued the sellers 6,724,291 shares of our common stock and 107,789 shares of our Series A Preferred Stock.

 

Common Stock

 

In November 2023, the Company’s shareholders voted to increase the Company’s authorized shares of common stock to 200,000,000. As of December 31, 2024 and 2023, there were 41,709,190 and 26,220,508 shares of our common stock issued and outstanding, respectively. Treasury stock is carried at cost.

 

On October 1, 2024, we acquired all of the issued and outstanding membership interests in Endeavor Crude, LLC, a Texas limited liability company, Equipment Transport, LLC, a Pennsylvania limited liability company, Meridian Equipment Leasing, LLC, a Texas limited liability company, and Silver Fuels Processing, LLC, a Texas limited liability company (collectively with their subsidiaries, the “Endeavor Entities”), making those entities wholly-owned subsidiaries. The purchase price is $116.3 million (the “Purchase Price”), after post-closing adjustments, including assumed debt and an earn-out adjustment, payable in a combination of our common stock, $0.001 par value per share (“Common Stock”) and shares of our Series A Preferred Stock $0.001 par value per share (“Preferred Stock”). The sellers are beneficially owned by James Ballengee, our chairman, chief executive officer and principal shareholder. To date we have issued the sellers 6,724,291 shares of our common stock and 107,789 shares of our Series A Preferred Stock. For the years ended December 31, 2024 and 2023, the Company issued 1,333,292 and 7,231,998 common shares for a $1,216,050 and $10,255,000 reduction of liabilities.

 

For the year ended December 31, 2024, the Company sold 2,667,568 common shares for $1,425,000 in cash.

 

For the year ended December 31, 2024, the Company converted $2,227,493 of convertible debt into 1,903,095 common shares.

 

Noncontrolling Interest

 

In accordance with ASC 810, as of October 1, 2023, we deconsolidated Viva Wealth Fund I, LLC (VWFI), recognizing a gain on deconsolidation of $438,099. The noncontrolling interest related to VWFI were removed from our financial statements (Note 3 Principles of Consolidation), resulting in the gain on deconsolidation. The elimination of noncontrolling interest related to the deconsolidation of VWFI was $8,068,143. Noncontrolling interests represent the portion of certain consolidated subsidiaries that are owned by third-parties. For the year ended December 31, 2024 the change in noncontrolling interest was due primarily related to the noncontrolling interest’s allocation of the impairment expenses (see Note 8 and Note 9).