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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment
No. 1)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2024
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number: 001-41286
VIVAKOR, INC.
(Exact name of registrant as specified in its charter)
| Nevada |
|
26-2178141 |
(State or other jurisdiction of
incorporation or organization) |
|
(IRS Employer
Identification No.) |
| |
|
|
5220 Spring Valley Road, Suite 500
Dallas, TX |
|
75254 |
| (Address of principal executive office) |
|
(Zip code) |
Registrant’s telephone number, including area code: (949) 281-2606
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, $0.001 par value |
|
VIVK |
|
The Nasdaq Stock Market LLC
(Nasdaq Capital Market) |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
☐ |
Accelerated filer |
☐ |
| Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
| |
|
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.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the 29,135,547 voting common stock held by non-affiliates of the registrant as of June 30, 2024 was $58,271,094 based on the closing price of $2.00 per share of the registrant’s common stock as quoted on The Nasdaq Capital Market on that date.
As of April 14, 2025, there were 44,575,570 shares of registrant’s common stock outstanding.
EXPLANATORY NOTE
On April 15, 2025, Vivakor, Inc. (the “Company”),
filed its Annual Report on Form 10-K for the year ended December 31, 2024 (“Original Form 10-K”). The Original Form 10-K
inadvertently omitted Exhibit 97, Vivakor, Inc.’s Compensation Recovery Policy. The Company is filing this First Amended Form 10-K/A
(the “Amendment”) solely to include the omitted exhibit. The Company did not update any other information contained in the
Original Form 10-K. This Amendment speaks as of the Original Filing Date and does not reflect events that may have occurred subsequent
to the filing date of the Original Form 10-K, and does not modify or update in any way the disclosures made in the Original Form 10-K.
EXHIBIT INDEX
| Exhibit No. |
|
Exhibit Description |
|
Form |
|
Date |
|
Number |
|
Herewith |
| 2.1 |
|
Agreement and Plan of Merger dated February 26, 2024 by and among Vivakor, Inc., Empire Energy Acquisition Corp., and Empire Diversified Energy, Inc. |
|
8-K |
|
3/1/24 |
|
2.1 |
|
|
| 2.2 |
|
Membership Interest Purchase Agreement dated as of March 21, 2024, by and among the Registrant, Jorgan Development, LLC and JBAH Holdings LLC re Endeavor Entities |
|
8-K |
|
10/7/24 |
|
2.1 |
|
|
| 3.1 |
|
Certificate of Amendment to Amended and Restated Articles of Incorporation, filed with the Secretary of State of the State of Nevada on January 5, 2024 |
|
8-K |
|
1/11/24 |
|
3.1 |
|
|
| 3.2 |
|
Certificate of Amendment to Amended and Restated Articles of Incorporation, filed with the Secretary of State of the State of Nevada on February 6, 2025 |
|
8-K |
|
2/12/25 |
|
3.1 |
|
|
| 3.3 |
|
Form of Certificate of Designation-Series A Preferred Stock |
|
8-K |
|
10/7/24 |
|
3.1 |
|
|
| 4.1 |
|
Vivakor, Inc. Promissory Note dated February 5, 2024, in the principal amount of $3,000,000 issued to Cedarview Opportunities Master Fund LP |
|
8-K |
|
2/12/24 |
|
4.1 |
|
|
| 4.2 |
|
Form of Convertible Promissory Note Issued by Vivakor, Inc. in July 2024 |
|
8-K |
|
7/11/24 |
|
4.1 |
|
|
| 4.3 |
|
Vivakor, Inc. Promissory Note dated October 31, 2024, in the principal amount of $3,670,160.77 issued to Cedarview Opportunities Master Fund LP |
|
8-K/A |
|
11/15/24 |
|
4.1 |
|
|
| 4.4 |
|
Promissory Note issued by Meridian Equipment Leasing, LLC to B1Bank dated November 12, 2020 in the principal amount of $12,275,000 |
|
10-Q |
|
11/19/24 |
|
4.4 |
|
|
4.5 |
|
Description
of Securities |
|
10-K |
|
4/15/25 |
|
4.5 |
|
|
| 10.1* |
|
Vivakor, Inc. 2023 Equity and Incentive Plan |
|
S-8 |
|
2/9/24 |
|
99.1 |
|
|
| 10.2 |
|
Loan and Security Agreement dated February 5, 2024, by and among Vivakor, Inc., as borrower, subsidiaries of Vivakor, Inc., as guarantors, the lenders party thereto, and Cedarview Opportunities Master Fund LP, as agent for the lenders |
|
8-K |
|
2/12/24 |
|
10.1 |
|
|
| 10.3 |
|
Pledge Agreement dated February 5, 2024, by and among Vivakor, Inc., each of Vivakor, Inc.’s subsidiaries party thereto and Cedarview Opportunities Master Fund LP, as agent for the lenders |
|
8-K |
|
2/12/24 |
|
10.2 |
|
|
| 10.4 |
|
Guaranty dated February 5, 2024, by and among subsidiaries of Vivakor, Inc. and Cedarview Opportunities Master Fund LP |
|
8-K |
|
2/12/24 |
|
10.3 |
|
|
| 10.5 |
|
Security Agreement dated February 5, 2024, between Vivakor, Inc., and Cedarview Opportunities Master Fund LP |
|
8-K |
|
2/12/24 |
|
10.4 |
|
|
| 10.6 |
|
Form of Parent Voting and Support Agreement re Empire Merger Agreement |
|
8-K |
|
3/1/24 |
|
10.1 |
|
|
| 10.7 |
|
Form of Empire Voting and Support Agreement re Empire Merger Agreement |
|
8-K |
|
3/1/24 |
|
10.2 |
|
|
| 10.8 |
|
Form of Lock-Up Agreement re Empire Merger Agreement |
|
8-K |
|
3/1/24 |
|
10.3 |
|
|
| 10.9 |
|
Form of Escrow Agreement re Empire Merger Agreement |
|
8-K |
|
3/1/24 |
|
10.4 |
|
|
| 10.10 |
|
Form of Lockup Agreement re Endeavor MIPA |
|
8-K |
|
10/7/24 |
|
10.3 |
|
|
| 10.11 |
|
Net Working Capital Sample Calculation re Endeavor MIPA |
|
8-K |
|
3/25/24 |
|
10.2 |
|
|
| 10.12 |
|
Form of First Amended and Restated Master Netting Agreement re Endeavor MIPA |
|
8-K |
|
10/7/24 |
|
10.4 |
|
|
| 10.13 |
|
Convertible Promissory Note dated March 29, 2024 with Keke Mingo |
|
8-K |
|
4/12/24 |
|
4.1 |
|
|
| 10.14* |
|
Executive Employment Agreement by and between Vivakor, Inc. and Tyler Nelson dated June 13, 2024 |
|
8-K/A |
|
6/18/24 |
|
10.1 |
|
|
| 10.15* |
|
Settlement Agreement by and between Vivakor, Inc. and Tyler Nelson dated June 13, 2024 |
|
8-K/A |
|
6/18/24 |
|
10.2 |
|
|
| 10.16 |
|
Form of Promissory Note Issued to Tyler Nelson dated June 13, 2024 |
|
8-K/A |
|
6/18/24 |
|
10.3 |
|
|
| Exhibit No. |
|
Exhibit Description |
|
Form |
|
Date |
|
Number |
|
Herewith |
| 10.17 |
|
Form of Stock Option Issued to Tyler Nelson dated June 13, 2024 |
|
8-K/A |
|
6/18/24 |
|
10.4 |
|
|
| 10.18 |
|
Director Agreement, by and between Vivakor, Inc. and Michael Thompson, dated June 3, 2024 |
|
8-K |
|
6/7/24 |
|
10.1 |
|
|
| 10.19* |
|
Executive Employment Agreement by and between Vivakor, Inc. and Patrick Knapp dated June 26, 2024 |
|
8-K |
|
7/2/24 |
|
10.1 |
|
|
| 10.20 |
|
Consulting Agreement with 395 Group, LLC |
|
8-K |
|
7/11/24 |
|
10.1 |
|
|
| 10.21 |
|
Supplement No. 3 dated June 18, 2024 to Master Agreement by and between Silver Fuels Delhi, LLC, Jorgan Development, LLC and Maxus Capital Group, LLC dated March 17, 2020 |
|
10-Q |
|
8/16/24 |
|
10.21 |
|
|
| 10.22 |
|
Securities Purchase Agreement dated July 26, 2024, by and between the Company and James K. Granger, as Buyer |
|
8-K |
|
8/1/24 |
|
10.4 |
|
|
| 10.23 |
|
Securities Purchase Agreement dated August 28, 2024 by and between the Company and E-Starts, as Buyer |
|
8-K |
|
9/11/24 |
|
10.1 |
|
|
| 10.24* |
|
Form of Executive Employment Agreement dated October 1, 2024, by and between Vivakor Administration, LLC, as Company, and Russ Shelton, as Executive |
|
8-K |
|
10/7/24 |
|
10.1 |
|
|
| 10.25* |
|
Form of Side Letter for Additional Compensation by and between Ballengee Holdings, LLC, and Russ Shelton |
|
8-K |
|
10/7/24 |
|
10.2 |
|
|
| 10.26 |
|
Form Transition Services Agreement for Endeavor MIPA |
|
8-K |
|
10/7/24 |
|
10.5 |
|
|
| 10.27 |
|
Form of Repair & Maintenance Subscription Agreement |
|
8-K |
|
10/7/24 |
|
10.6 |
|
|
| 10.28 |
|
Form of Assignment of Membership Interest |
|
8-K |
|
10/7/24 |
|
10.7 |
|
|
| 10.29 |
|
Form of Employment Agreement for Vice President, Marketing |
|
8-K |
|
11/15/24 |
|
10.1 |
|
|
| 10.30 |
|
Executive Employment Agreement dated effective October 1, 2024, by and between Vivakor Administration, LLC, as Company, and Jeremy Gamboa, as Executive |
|
8-K/A |
|
11/15/24 |
|
1.01 |
|
|
| 10.31 |
|
Loan and Security Agreement dated October 31, 2024, by and among Vivakor, Inc., as borrower, and Cedarview Capital Management, LLC, as agent, et al. |
|
8-K |
|
11/7/24 |
|
10.1 |
|
|
| 10.32 |
|
Pledge Agreement dated October 31, 2024, by and among Vivakor, Inc., each of Vivakor, Inc.’s subsidiaries party thereto and Cedarview Capital Management, LLC, as agent for the lenders |
|
8-K/A |
|
11/15/24 |
|
10.2 |
|
|
| 10.33 |
|
Guaranty dated October 31, 2024, by and among certain subsidiaries of Vivakor, Inc. and Cedarview Capital Management, LLC |
|
8-K/A |
|
11/15/24 |
|
10.3 |
|
|
| 10.34 |
|
Security Agreement dated October 31, 2024, between Vivakor, Inc., certain of its subsidiaries and Cedarview Opportunities Master Fund LP |
|
8-K/A |
|
11/15/24 |
|
10.4 |
|
|
| 10.35 |
|
Purchase and Sale Agreement by and between Pilot OFS Holdings, LLC and Meridian Equipment Leasing, LLC dated December 22, 2023 |
|
10-Q |
|
11/19/24 |
|
10.35 |
|
|
| 10.36 |
|
Letter Agreement regarding Secured Promissory Note and related Loan Documents by and between Pilot OFS and Meridian Equipment Leasing, LLC dated October 1, 2024 |
|
10-Q |
|
11/19/24 |
|
10.36 |
|
|
| 10.37 |
|
First Amended and Restated Secured Promissory Note issued by Meridian Equipment Leasing, LLC to Pilot OFS Holdings, LLC in the principal amount of $13,000,000 |
|
10-Q |
|
11/19/24 |
|
10.37 |
|
|
| 10.38 |
|
Amended and Restated Secured Promissory Note issued by Meridian Equipment Leasing, LLC to Pilot OFS Holdings, LLC in the principal amount of $1,500,000 |
|
10-Q |
|
11/19/24 |
|
10.38 |
|
|
| Exhibit No. |
|
Exhibit Description |
|
Form |
|
Date |
|
Number |
|
Herewith |
| 10.39 |
|
Security Agreement, Financing Statement and Assignment of Collateral by and between Meridian Equipment Leasing, LLC and Pilot OFS Holdings, LLC dated December 31, 2023 |
|
10-Q |
|
11/19/24 |
|
10.39 |
|
|
| 10.40 |
|
Pledge Agreement by and between Meridian Equipment Leasing, LLC and Pilot OFS Holdings, LLC dated December 31, 2023 |
|
10-Q |
|
11/19/24 |
|
10.40 |
|
|
| 10.41 |
|
Master Lease Agreement by and between Maxus Capital Group, LLC and Meridian Equipment Leasing, LLC dated December 28, 2021 |
|
10-Q |
|
11/19/24 |
|
10.41 |
|
|
| 10.42 |
|
Form of Schedule to Master Lease Agreement by and between Maxus Capital Group, LLC and Meridian Equipment Leasing, LLC |
|
10-Q |
|
11/19/24 |
|
10.42 |
|
|
| 10.43 |
|
Amended Loan Authorization and Agreement by and between U.S. Small Business Association and Meridian Transport, LLC dated April 18, 2022 in the amount of $500,000 |
|
10-Q |
|
11/19/24 |
|
10.43 |
|
|
| 10.44 |
|
Business Loan, Guaranty and Security Agreement by and between Agile Lending, LLC and Endeavor Crude, LLC and its subsidiaries dated September 27, 2024 |
|
10-Q |
|
11/19/24 |
|
10.44 |
|
|
| 10.45 |
|
Merchant Cash Advance Agreement by and between Curve Capital LLC and Endeavor Crude, LLC dated March 14, 2024 |
|
10-Q |
|
11/19/24 |
|
10.45 |
|
|
| 10.46 |
|
Station Throughput Agreement by and between Silver Fuels Processing, LLC, Posse Wasson, LLC, Posse Monroe, LLC and White Claw Crude, LLC dated January 1, 2024 |
|
10-Q |
|
11/19/24 |
|
10.46 |
|
|
| 10.47 |
|
Station Throughput Agreement by and between CPE Midcon Gathering, LLC and White Claw Crude, LLC dated January 1, 2024 |
|
10-Q |
|
11/19/24 |
|
10.47 |
|
|
| 10.48 |
|
Trucking Transport Agreement by and between Endeavor Crude, LLC and White Claw Crude, LLC dated January 1, 2023 |
|
10-Q |
|
11/19/24 |
|
10.48 |
|
|
| 10.49 |
|
Station Throughput Agreement by and between CPE Midcon Gathering, LLC and White Claw Crude, LLC dated July 1, 2023 |
|
10-Q |
|
11/19/24 |
|
10.49 |
|
|
| 10.50 |
|
Business Manager Agreement by and between b1Bank and Endeavor Crude, LLC dated January 6, 2023 |
|
10-Q |
|
11/19/24 |
|
10.50 |
|
|
| 10.51 |
|
Loan and Security Agreement by and between B1Bank and Meridian Equipment Leasing, LLC, et al dated November 12, 2020 |
|
10-Q |
|
11/19/24 |
|
10.51 |
|
|
| 10.52 |
|
Deed of Trust, Security Agreement, Assignment of Leases, Assignment of Rents and Financing Statement by and between B1Bank and Meridian Equipment Leasing, LLC, et al dated November 12, 2020 |
|
10-Q |
|
11/19/24 |
|
10.52 |
|
|
| 10.53 |
|
Trucking Transport Agreement Addendum by and between Endeavor Crude, LLC and White Claw Crude, LLC dated January 1, 2024 |
|
10-Q |
|
11/19/24 |
|
10.53 |
|
|
| 10.54 |
|
First Amendment to Crude Oil Gathering and Dedication Agreement by and between CPE Midcon Gathering, LLC and Continental Resources, Inc. dated July 13, 2018 |
|
10-Q |
|
11/19/24 |
|
10.54 |
|
|
| 10.55 |
|
Motor Carrier Services Agreement by and between Bonanza Creek Energy Operating Company, LLC, et al and Endeavor Crude, LLC dated May 21, 2023 |
|
10-Q |
|
11/19/24 |
|
10.55 |
|
|
| 10.56 |
|
Lease Agreement by and between Basin Housing Ventures, LLC and Equipment Transport, LLC |
|
10-Q |
|
11/19/24 |
|
10.56 |
|
|
| 10.57 |
|
Sales Agreement by and between White Claw Crude, LLC and Silver Fuels Delhi, LLC dated July 1, 2024 |
|
10-Q |
|
11/19/24 |
|
10.57 |
|
|
| Exhibit No. |
|
Exhibit Description |
|
Form |
|
Date |
|
Number |
|
Herewith |
| 10.58 |
|
Repair & Maintenance Subscription Plan by and between Horizon Truck & Trailer, LLC and Meridian Equipment Leasing, LLC dated October 1, 2024 |
|
10-Q |
|
11/19/24 |
|
10.58 |
|
|
| 10.59 |
|
Schedule No. 4 dated August 9, 2024, 2024 to Master Agreement by and between White Claw Colorado City, LLC and Jorgan Development, LLC (as Co-Lessors) and Maxus Capital Group, LLC dated December 28, 2021 |
|
10-Q |
|
11/19/24 |
|
10.59 |
|
|
| 10.60 |
|
Consulting Agreement with WSGS, LLC dated February 11, 2025 |
|
8-K |
|
2/14/25 |
|
10.1 |
|
|
| 10.61 |
|
Side Letter with Tyler Nelson dated February 10, 2025 |
|
8-K |
|
2/14/25 |
|
10.2 |
|
|
| 10.62 |
|
Employment Agreement with Andre Johnson dated February 10, 2025 |
|
8-K |
|
2/14/25 |
|
10.3 |
|
|
| 10.63 |
|
Loan and Security Agreement with J.J. Astor & Co. dated March 17, 2025 |
|
8-K |
|
3/21/25 |
|
10.1 |
|
|
| 10.64 |
|
Registration Rights Agreement with J.J. Astor & Co. dated March 17, 2025 |
|
8-K |
|
3/21/25 |
|
10.3 |
|
|
| 10.65 |
|
Junior Secured Convertible Promissory Note Issued to J.J. Astor & Co. |
|
8-K |
|
3/21/25 |
|
10.2 |
|
|
| 10.66 |
|
Side Letter with Cedarview Capital Management LLC |
|
8-K |
|
4/15/25 |
|
10.1 |
|
|
| 21.1 |
|
Subsidiaries
of the Company |
|
10-K |
|
4/15/25 |
|
21.1 |
|
|
| 31.1 |
|
Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
|
|
Filed |
| 31.2 |
|
Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
|
|
Filed |
| 32.1 |
|
Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
|
|
Furnished** |
| 32.2 |
|
Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
|
|
Furnished** |
| 97 |
|
Vivakor, Inc.
Compensation Recovery Policy |
|
|
|
|
|
|
|
* |
| 101.INS |
|
Inline XBRL Instance Document |
|
|
|
|
|
|
|
Filed |
| 101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document |
|
|
|
|
|
|
|
Filed |
| 101.CAL |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
|
|
|
|
|
|
|
Filed |
| 101.DEF |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document |
|
|
|
|
|
|
|
Filed |
| 101.LAB |
|
Inline XBRL Taxonomy Extension Label Linkbase Document |
|
|
|
|
|
|
|
Filed |
| 101.PRE |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
|
|
|
|
|
|
|
Filed |
| 104 |
|
Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101). |
|
|
|
|
|
|
|
|
| * |
Management contract or compensatory plan or arrangement. |
| ** |
These exhibits are being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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. |
| |
|
| Date:
May 2, 2025 |
By: |
/s/
James Ballengee |
| |
|
James
Ballengee |
| |
|
Chief
Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
James Ballengee |
|
Chief
Executive Officer and Director |
|
May 2,
2025 |
| James Ballengee |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Tyler Nelson |
|
Chief
Financial Officer and Director |
|
May 2,
2025 |
| Tyler Nelson |
|
(Principal Accounting Officer and Principal Financial Officer) |
|
|
| |
|
|
|
|
| /s/
John Harris |
|
Director |
|
May 2,
2025 |
| John Harris |
|
|
|
|
| |
|
|
|
|
| /s/
Albert Johnson |
|
Director |
|
May 2,
2025 |
| Albert Johnson |
|
|
|
|
| |
|
|
|
|
| /s/
Michael Thompson |
|
Director |
|
May 2,
2025 |
| Michael Thompson |
|
|
|
|
