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Loans and Notes Payable

12 Months Ended

Dec. 31, 2024

Note 14. Loans and Notes Payable

Loans and notes payable and their maturities consist of the following:

Third party debt:

Schedule of loans and notes payable
	December 31,
	2024		2023
Various promissory notes and convertible notes	$	50,960	$	50,960
Novus Capital Group LLC Note		-		171,554
Various promissory notes for vehicle financing (a)		509,041		13,556
Blue Ridge Bank (b)		410,200		410,200
Small Business Administration (c)		2,480,718		299,900
Al Dali International for Gen. Trading & Cont. Co.		189,391		974,594
RSF, LLC (d)		500,000		500,000
Keke Mingo (e)		-		913,240
Justin Ellis		350,000		-
Cedarview Opportunities Master Fund LP (f)		2,886,307		-
Business First Bank (g)		10,760,805		-
Note payable to Pilot OFS Holdings, LLC (h)		14,107,339		-
Maxus Capital Group, LLC (i)		8,367,134		-
Curve Capital, LLC (j)		1,793,500		-
Agile Capital Funding, LLC (k)		1,496,885		-
Total notes payable	$	43,902,280	$	3,334,004

Loans and notes payable, current	$	38,963,796	$	2,477,970
Loans and notes payable, long term	$	4,938,484	$	856,034

Related party debt:


	December 31,
	2024		2023
Jorgan Development, LLC (l)	$	18,109,503	$	20,841,052
Ballengee Holdings, LLC (m)		1,391,650		-
Tyler Nelson (n)		1,020,872		-
Triple T Trading Company LLC		404,121		375,124
Waskom Enterprises, LLC (o)		1,182,193		-
Total notes payable- related parties	$	22,108,339	$	21,216,176

Loans and notes payable, current- related parties	$	22,108,339	$	15,626,168
Loans and notes payable, long term- related parties	$	-	$	5,590,008


2025	$	61,072,135
2026		4,534,749
2027		122,964
2028		25,788
2029		25,788
Thereafter		229,195
Total	$	66,010,619

(a)	In connection with the closing of the Endeavor Entities on October 1, 2024, the Company acquired various vehicle financing loans related to the acquired assets of the Endeavor Entities. The various loans range from $25,000 to $72,000 in principal, with varying interest rates ranging up to 6.50% per annum, and mature in or before 2027.
(b)	In May 2020 and in January 2021, the Company entered into a Paycheck Protection Program (“PPP”) loan agreement for $205,100 for each loan with Blue Ridge Bank, subject to the Small Business Administration’s (“SBA”) Paycheck Protection Program. The May 2020 loan carries an annual interest rate of one (1) percent per annum with payment beginning in the seventh month with monthly payments required until maturity in the 18^th month. The January 2021 loan carries an annual interest rate of one (1) percent per annum with payment beginning in the tenth month with monthly payments required until maturity in five years. The loans may be fully forgivable according to the CARES Act if the Company can provide proper documentation for the use of the proceeds of the loan. We have applied for forgiveness under the CARES Act, however The Company is no longer seeking forgiveness of these loans and will repay these loans in cash.
(c)	From May through August 2020, the Company entered into two loan agreements with the Small Business Administration for an aggregate loan amount of $299,900. The loans carry an interest rate of 3.75% per annum. The loans shall mature in 30 years. Also, with the close of the acquisition of the Endeavor Entities on October 1, 2024, we acquired two additional loans with the Small Business Administration, which are PPP loans with an aggregate principal balance of $2,150,455, which have monthly payments of $30,374 and $35,204, an interest rate of 6.29% and mature February 2026. A significant portion of the loans may be fully forgivable according to the CARES Act if the Company can provide proper documentation for the use of the proceeds of the loan.
(d)	On July 25, 2023, RSF, LLC loaned the Company $500,000 under the terms of a 10% Convertible Promissory Note. Under the terms of the note, interest accrues at 10% per annum, and matures two years from the date of issuance. The note is convertible into shares of our common stock at $2.50 per share, unless such conversion would cause the investor to own more than 4.9% of our outstanding common stock.

(e)

On December 5, 2023, Vivakor, Inc. (the “Company”) received a loan from an individual lender in the principal amount of one million dollars ($1,000,000) and, in connection therewith, the Company (the “Loan”) and agreed to issue 100,000 restricted shares of the Company’s common stock, which was recorded as a debt discount in the amount of $93,990, which is amortized to interest expense over the term of the agreement using the effective interest method. The Loan bears interest at the rate of 10% per annum, matures on December 31, 2024, has been personally guaranteed by James Ballengee, the Company’s Chief Executive Officer. The lender is not a related party or affiliate of the Company. On April 8, 2024, we executed an amended and restated convertible promissory note for the original promissory note (the “Amended Note”). The convertible promissory note replaces an original promissory note between the Company and the holder dated December 5, 2023 (the “Original Note”), but maintains the same interest rate and maturity date of the Original Note, and the obligation to issue 100,000 shares of the Company’s restricted stock remains in effect. Pursuant to the terms of the Amended Note the holder can convert the outstanding principal and interest due under the Amended Note into shares of our common stock at price equal to 90% of the average closing price of the Company’s common stock for the previous three (3) trading days prior to the conversion date, with a floor conversion price of $0.75 per share. The holder may not convert amounts owed under the Amended Note if such conversion would cause him to own more than 4.99% of our common stock after giving effect to the issuance, which limitation may be raised to 9.99% upon no less than 61 days notice to us regarding his desire to increase the conversion limitation percentage. In May 2024, the lender converted all outstanding amounts ($1,048,493) into 903,095 shares of common stock at approximately $1.161 per share.

(f)

On October 31, 2024, we issued a secured promissory note in the principal amount of $3,670,160 with maturity on October 31, 2025. On November 5 and 6, 2024, the Company received the net proceeds from the Term Loan less (i) a 3% origination fee, and (ii) repayment of $2,000,000 in outstanding principal, $68,009 in accrued interest, and a $242,991 prepayment fee pursuant to that certain Loan and Security Agreement dated February 5, 2024, by and between the Company. The amounts borrowed under the Loan Agreement will bear interest at a rate per annum of 22%. The Company is obligated to make 12 equal monthly payments of $343,506 beginning November 30, 2024.

(g)	In connection with the Closing of the Endeavor Entities on October 1, 2024, we acquired a certain Promissory Note dated November 12, 2020, in the original principal amount of $12,275,000, with interest accruing at LIBOR rate plus 3% per annum with a maturity of November 12, 2025.

(h)

In connection with the Closing of the Endeavor Entities on October 1, 2024, we acquired a certain Secured Promissory Note dated December 31, 2023, made by Meridian Equipment Leasing, LLC, as borrower, to the order of Pilot OFS Holdings LLC, as lender, in the original principal amount of $12,500,000 plus the sum of $500,000, with interest accruing at 10.5% per annum with a maturity of December 31, 2024. We are currently renegotiating the payment and maturity date of this loan with the lender.

(i)

In connection with the Closing of the Endeavor Entities on October 1, 2024, we acquired various lending agreements dated December 22, 2022, November 20, 2023, and February 13, 2024, with principal balances ranging from approximately $1.2 million to $3.5 million, with approximate interest rates of 6%., and maturing between 8 and 27 months.

(j)

Upon the Closing of our acquisition of the Endeavor Entities, the Company acquired a cash advance agreement by and between Curve Capital, LLC dated November 30, 2023. Under the agreement, the listed borrowers received $970,000 and is required to make weekly payments of $76,000. The agreement is anticipated to be paid off by June 2025.

(k)

Upon the Closing of our acquisition of the Endeavor Entities, the Company acquired a certain lending agreement dated September 27, 2024. Under the Agile Agreement, the listed borrowers received $1,420,000 in October 2024, and is required to make weekly payments of $126,000. The note matures on April 29, 2025.

(l)	On August 1, 2022, we closed a Membership Interest Purchase Agreement, (the “MIPA”), with Jorgan Development, LLC, (“Jorgan”) and JBAH Holdings, LLC (“JBAH”), as the equity holders of Silver Fuels Delhi, LLC (“SFD”) and White Claw Colorado City, LLC (“WCCC”) whereby, the Company acquired all of the issued and outstanding membership interests in each of SFD and WCCC, making SFD and WCCC wholly owned subsidiaries of the Company. The consideration for the membership interests included secured three-year promissory notes in the amount of $286,643 to JBAH and $28,377,641 to Jorgan, which accrue interest of prime plus 3% on the outstanding balance of the notes. Under the MIPA, the Company has committed to make a payment to Jorgan and JBAH on or before February 1, 2024 in the amounts of $16,306,754 to Jorgan and $164,715 to JBAH, whether in cash or unrestricted common stock. In the event of a breach of the terms of the notes, the sole and exclusive remedy of the holder of the notes will be to unwind the MIPA transaction. The principal amount of the notes, together with any and all accrued and unpaid interest thereon, will be paid on a monthly basis in an amount equal to the Monthly Free Cash Flow continuing thereafter on the twentieth (20^th) calendar day of each calendar month thereafter. Monthly Free Cash Flow means cash proceeds received by SFD and WCCC from its operations minus any capital expenditures (including, but not limited to, maintenance capital expenditures and expenditures for personal protective equipment, additions to the land/current facilities and pipeline connections) and any payments on the lease obligations of SFD and WCCC. In October 2022, we entered into an agreement amending the notes issued as consideration in the MIPA, whereby, as soon as is practical, following the approval of the Company’s shareholders (which was obtained in November 2023), the Company issued 7,042,254 restricted shares of the Company’s Common Stock (the “Exchange Shares”) in exchange for the forgiveness and cancellation of $10,000,000 of principal (the “Cancelled Debt Principal”) under the Note, reflecting a conversion price of $1.42 per share (the “Exchange”). The Company’s shareholders approved the Exchange and the Exchange Shares were issued on November 10, 2023 (the “Exchange Date”). As of the Exchange Date, the Exchange Shares had a fair value of approximately $5.6 million. The Exchange was accounted for as a troubled debt restructuring under ASC 470 – Debt (“ASC 470”), as (i) the Company was determined be experiencing financial difficulties as defined by ASC 470-60, and (ii) the Cancelled Debt Principal exceeded the fair value of the Exchange Shares by approximately $4.4 million, resulting in a lower effective borrowing rate on the Note as a result of the Exchange, and thus the Exchange was determined to result in a concession by the Lender. The Company performed a comparison of the undiscounted cash flows associated with the Note subsequent to the Exchange to the carrying value of the Note as of the Exchange date. The net carrying value of the Note was determined to exceed the undiscounted future cash flows by approximately $1.2 million (the “Excess Carrying Value”). The Note was thus written down to the amount of the undiscounted future cash flows on the Note from the Exchange Date to maturity. Further, as the Lender is a related party of the Company, the Excess Carrying Value was accounted for as a capital transaction and no gain or loss was recognized related to the restructuring. Once the registration statement is declared effective by the SEC, the note payment will count against the threshold payment amount, as defined in the notes and the MIPA, and no other material terms of the original note were changed as a result of the conversion. Upon the closing of our acquisition of the Endeavor Entities, the parties of that certain Membership Interest Purchase Agreement dated June 15, 2022, and the Amendment of Transaction Documents Related to Threshold Payment dated March 31, 2024 (together, the “2022 MIPA”), agreed that Section 8.7 Unwinding of the 2022 MIPA expired and is no longer enforceable. As a result, the selling entities in the 2022 MIPA no longer have the right to unwind our acquisitions of White Claw Colorado City and Silver Fuels Dehli.
(m)	On May 14, 2024, we issued a promissory note (the “Note”), to James Ballengee, in the principal amount of up to $1,500,000, for which loan advances will be made to the Company as requested. The Company will use the proceeds of the Note for general working capital purposes and to repay certain indebtedness. The intent of the Note is to be short term in nature and be repaid in 30 days. Any amounts that are not repaid in 30 days will bear interest thereafter at a rate of 11% per annum. Each advance matures after six months from the date the Company receives the funds. On May 23, 2024, we issued a promissory note to Ballengee Holdings, LLC, of which our Chief Executive Officer is the beneficial owner, which replaced and rescinded the above referenced note with James Ballengee effective back to May 14, 2024, under the same terms such that all obligations under the notes are the responsibility of Ballengee Holdings, LLC and the prior note with James Ballengee is no longer enforceable.
(n)	On June 13, 2024, the Company owed our Chief Financial Officer $1,167,750 in accrued salary and bonuses, plus interest (together, the “Accrued Compensation”), for serving as the Company’s Chief Financial, and executed a Settlement Agreement, where the Company and the CFO agreed the Accrued Compensation would be paid under of a straight promissory note in the principal amount of the Accrued Compensation (the “Note”). Under the terms of the Note, the amounts due will accrue interest at 8% per annum and will be paid by paying 5% of any money received by the Company from closed future financings or acquisition/merger/sale transactions until the Note has been paid in full. In the event the Note has not been paid in full by December 31, 2024, the Note will mature and any amounts due thereunder will be due and payable in full on such date. In February 2025, the parties agreed to extend this note to June 30, 2025.
(o)	Upon the Closing of our acquisition of the Endeavor Entities, the Company acquired a certain lending agreement dated August 2, 2023, which our Chief Executive Officer is the beneficial owner. Under this agreement, the we borrowed $1,182,193, which bears interest at 8.75%. The note matures in December 2028.