Failure to Satisfy Listing Rule (Form 8-K)

As previously disclosed, on March 18, 2025, Vivakor, Inc. (the "Company") received a notification letter from the Listing Qualifications Department (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that, because the closing bid price for the Company's common stock, par value $0.001 per share (the "Common Stock") listed on Nasdaq was below $1.00 per share for 30 consecutive business days, the Company did not comply with Listing Rule 5550(a)(2), requiring a minimum bid price of $1.00 per share (the "Minimum Bid Price Requirement"), and was provided 180 calendar days, or until September 15, 2025, to regain compliance with the Minimum Bid Price Requirement. Subsequently, on September 16, 2025, the Company was provided an additional 180-calendar day period, or until March 16, 2026, to regain compliance with the Minimum Bid Price Requirement (the "Second Grace Period").

On December 19, 2025, the Company received a notification letter (the "Letter") from the Staff that as of December 19, 2025, the Common Stock had a closing bid price of $0.10 or less for ten consecutive trading days and accordingly, the Company was subject to the provisions contemplated under Listing Rule 5810(c)(3)(A)(iii) (the "Low Priced Stocks Rule") and not eligible for the remainder of the Second Grace Period. The Letter advised that, since the Company did not regain compliance with the Minimum Bid Price Requirement within the Second Grace Period, the Common Stock will be delisted from The Nasdaq Capital Market.

Additionally, as previously disclosed, on December 11, 2025, the Staff notified the Company that it had failed to comply with Nasdaq's shareholder approval requirements set forth in Listing Rule 5635(d), which requires prior shareholder approval for transactions, other than public offerings, involving the issuance of 20% or more of the pre-transaction shares outstanding at less than the Minimum Price (as defined in Nasdaq Listing Rule 5635(d)(1)(A)) and requested that the Company submit a compliance plan no later than January 26, 2026. However, the Letter advised that pursuant to Listing Rule 5810(c)(2), this deficiency serves as a separate and additional basis for delisting.

Accordingly, trading of the Common Stock was suspended at the opening of business on December 26, 2025, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the "SEC"), which will remove the Company's securities from listing and registration on The Nasdaq Stock Market.

On December 24, 2025, the Company submitted an appeal to the Staff's determination described in the Letter, and a hearing has been scheduled for January 29, 2026. The Company will provide the Hearings Panel with a plan to regain compliance, which the Company is in the process of preparing. There can be no assurance, however, that the Company will be successful in its appeal to the Hearings Panel or be able to regain compliance with the listing standards discussed above.