Sky Quarry Inc SEC Filings

Sky Quarry Inc. is launching an at-the-market equity program to sell up to $4,700,000 of common stock through Cantor Fitzgerald under a Form S-3 shelf. Shares may be issued from time to time on Nasdaq at prevailing, related or negotiated prices, with Cantor earning up to 3.0% of gross proceeds as commission.

Based on an assumed price of $0.6878 per share, Sky Quarry illustrates 6,833,382 new shares, which would raise $4.7 million and increase shares outstanding from 23,483,808 as of September 30, 2025 to 30,317,190, causing immediate dilution for new investors. Net proceeds are earmarked for general corporate purposes, including debt repayment, working capital and capital expenditures.

The filing notes elevated risks: recurring operating losses, a going concern warning from the auditor, past-due debt of approximately $6.7 million including convertible debt as of September 30, 2025, and the possibility of Nasdaq delisting due to the stock trading below the $1.00 minimum bid. Plant outages at its Foreland refinery and material weaknesses in internal controls could further pressure results and financial reporting quality.

Sky Quarry Inc. terminated its purchase agreement with Varie Asset Management LLC, which had allowed the company to require Varie to buy up to $8,125,000 of Sky Quarry common stock over time. In return for this commitment, Varie previously received 366,260 shares of common stock when the agreement was signed.

Before ending the agreement on January 7, 2026, Sky Quarry did not require Varie to purchase any additional shares under its terms. The company states that immediate termination, with no penalties, is in its best interests as it focuses on exploring alternative financing plans.

On December 11, 2025, Sky Quarry Inc. issued 699,977 shares of its common stock to LendSpark Corporation to settle $491,384.00 owed by its wholly owned subsidiary, Foreland Refining Corporation, under a business loan and security agreement dated May 16, 2024.

Under a Settlement Agreement dated December 1, 2025, LendSpark is also entitled to receive an additional 699,977 shares in full settlement of all amounts due, and the company issued a further 70,000 shares of common stock to LendSpark for fees, with all such shares issued pursuant to Section 3(a)(10) of the Securities Act.

Sky Quarry Inc. director Robert Byrne has filed an initial insider ownership report stating that he does not beneficially own any company securities. The filing lists zero non-derivative and derivative securities, and an accompanying note clarifies that no securities are beneficially owned by Mr. Byrne as of the date of the statement. This establishes his official starting point for SEC reporting as a director with no current holdings in Sky Quarry stock or related instruments.

Sky Quarry Inc. director Omar Hussein filed an initial beneficial ownership report indicating that he currently holds no securities of Sky Quarry. The filing’s ownership table lists 0 non-derivative securities and no derivative securities, and an accompanying note clarifies that no securities are beneficially owned by Mr. Hussein as of the date of the report.

Sky Quarry Inc. has filed a shelf registration on Form S-3 to offer and sell, from time to time, up to $1,000,000,000 of securities. The shelf covers a wide range of instruments, including common stock, preferred stock, debt securities, depositary shares, warrants, subscription rights, purchase contracts and units, which may be issued in one or more offerings with terms set in future prospectus supplements.

The company’s common stock trades on the Nasdaq Capital Market under the symbol “SKYQ”. As a smaller reporting and emerging growth company using General Instruction I.B.6, Sky Quarry states it will not sell more than one-third of the aggregate market value of its non-affiliate common stock in primary offerings in any twelve-month period while that market value is below $75 million. Net proceeds are expected to be used for working capital, general corporate purposes and potentially acquisitions or investments.

Sky Quarry describes itself as an oil production, refining and development-stage environmental remediation company focused on recycling waste asphalt shingles and remediating oil-saturated sands and soils using its ECOSolv solvent technology.

Sky Quarry Inc. (SKYQ) reported that its board of directors appointed three new independent directors on November 21, 2025: Robert Byrne, Alexander Monje and Omar Hussein. The board expanded earlier in 2025, and these appointments fill the resulting vacancies.

Byrne brings nearly three decades of experience in trading, capital markets and advisory work for micro- and small-cap issuers, with a focus on complex capital structures and financings. Monje is a partner and Chief Legal Officer at 10X Capital with a background in securities law, SPACs and public company board service. Hussein is a co-founder and Chief Strategic Officer of an AI-driven lending company and has previously served as CFO for companies preparing for IPOs and as an investment banker in TMT and M&A.

The company states that each new director is independent under Nasdaq Rule 5605(a)(2), will participate in the standard non-employee director compensation program, and has no appointment arrangements or related party transactions requiring disclosure.

Sky Quarry Inc. has filed a Form S-8 registration statement to register shares of its common stock for issuance under the company’s 2020 Stock Plan. This allows Sky Quarry to grant equity-based compensation to employees, directors and other eligible participants using registered shares rather than issuing them under a private exemption.

The filing incorporates by reference Sky Quarry’s Annual Report on Form 10-K for the year ended December 31, 2024, related amendments, its 2025 quarterly reports on Form 10-Q, and multiple current reports on Form 8-K. It also summarizes the company’s indemnification protections for directors and officers under Delaware law, its charter and bylaws, and lists the governing corporate documents and legal opinions as exhibits.

Sky Quarry Inc. (Nasdaq: SKYQ) filed its Q3 2025 10‑Q, reporting softer sales and continued losses alongside a going concern uncertainty. For the quarter, net sales were $1,336,963 versus $4,846,795 a year ago, producing a gross loss and a net loss of $3,790,684. Year‑to‑date, net sales were $12,211,402 versus $19,174,369 in 2024, and net loss totaled $9,333,028 with basic and diluted loss per share of $0.44.

Liquidity remains tight. Cash was $362,517 and restricted cash $818,001 as of September 30, 2025. Operating cash flow used was $1,982,648 year‑to‑date. Total assets were $20,851,903, liabilities $15,390,982, and shareholders’ equity $5,460,921. Current obligations include lines of credit of $1,246,359 and current maturities of notes payable of $6,479,157, with $7,672,904 due in less than one year. Management disclosed material uncertainties that may cast significant doubt on the company’s ability to continue as a going concern.

Other items: inventory declined to $1,352,741; warrant liability revalued to $338,381; and oil and gas properties under construction were $8,751,917 with no impairment recognized. Shares outstanding were 24,776,381 as of November 13, 2025.