Vivakor, Inc. entered into a standby equity purchase agreement for a private placement to issue common shares and six-month convertible promissory notes for principal amount of $15 million including the original issuance discount for the proceeds of $12 million on May 8, 2026. The Investor is an ?accredited investor? as that term is defined in Rule 501(a) of Regulation D.

On the same day, company issued convertible promissory notes for principal amount of $15 million including the original issuance discount for the proceeds of $12 million. The Company paid RBW aggregate cash fees of $540,000 and paid $100,000 in legal fees to RBW?s legal counsel in relation to the transactions contemplated by the First Closing. The issuance of the foregoing securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act promulgated thereunder as the holders are accredited investors and familiar with our operations.