Sky Quarry expands $14.6M stock sale program

Rhea-AI Filing Summary

Sky Quarry Inc. (SKYQ) is updating its at-the-market equity program under a Form S-3 shelf to increase the maximum aggregate offering price of common stock that may be sold through Muriel Siebert & Co., LLC from $12.6 million to $14.6 million under an Amended and Restated Sales Agreement.

The company has already sold approximately $12.6 million of common stock under the prior ATM documentation and may now sell up to an additional $2.0 million of common stock from time to time through Siebert as sales agent and/or principal. This capacity is constrained by General Instruction I.B.6 of Form S-3, which currently allows primary offerings on Form S-3 up to approximately $15.99 million over any 12-month period based on Sky Quarry’s public float.

As of the date of the supplement, Sky Quarry’s public float was approximately $47.96 million, based on 8,504,192 non-affiliate shares at $5.64 per share. The company notes its status as an emerging growth company and a smaller reporting company and highlights that investing in its stock involves a high degree of risk as described in its risk factor sections.

Filing Explained

The filing adds issuance capacity, not completed issuance; dilution remains contingent on future at-the-market sales.

This prospectus supplement authorizes $2 million of additional common stock for Sky Quarry’s at-the-market program; it does not report that these shares have been sold. If issued, the additional shares would increase the share count and reduce existing holders’ percentage ownership.

The company reports approximately $12.6 million sold under the prior Siebert documentation and another $1.34 million sold through Cantor during the same 12-month period. Those sales count against the Form S-3 one-third-of-public-float ceiling, while the $2 million here is stated as remaining offering capacity rather than completed issuance.

The stated $47.96 million public float uses a $5.64 share price from July 23, 2026; the supplement separately reports a $2.89 closing price on September 17, 2026, without recalculating the public-float figure in this filing.

Key Figures

Increased ATM program capacity: $14.6 million aggregate offering price New incremental ATM capacity: $2,000,000 aggregate offering price Prior ATM sales through Siebert: $12.60 million +5 more

8 metrics

Increased ATM program capacity $14.6 million aggregate offering price Maximum common stock that may be sold under the Amended and Restated Sales Agreement

New incremental ATM capacity $2,000,000 aggregate offering price Additional common stock Sky Quarry may sell through Siebert under this supplement

Prior ATM sales through Siebert $12.60 million Aggregate common stock sold under the prior prospectus and A&R Sales Agreement

Prior ATM sales through Cantor $1.34 million Aggregate common stock sold under the Cantor Controlled Equity Offering Sales Agreement

Public float $47.96 million Market value of non-affiliate common stock based on July 23, 2026 price

Non-affiliate shares 8,504,192 shares Outstanding common stock held by non-affiliates used to calculate public float

Price used for float calculation $5.64 per share Last reported sale price on July 23, 2026 on The Nasdaq Capital Market

Recent trading price $2.89 per share Last reported sale price on September 17, 2026 on The Nasdaq Capital Market

Key Terms

at-the-market, General Instruction I.B.6 of Form S-3, public float, emerging growth company, +2 more

6 terms

at-the-market financial

"relating to the offer and sale of shares of our Common Stock"

"At-the-market" is a method for companies to sell new shares of stock directly into the open market over time, rather than all at once. It allows companies to raise money gradually, similar to selling slices of a pie instead of the entire pie at once, which can help manage the sale's impact on the stock price. This approach gives investors a steady supply of shares while providing companies with flexible funding options.

General Instruction I.B.6 of Form S-3 regulatory

"As a result of the limitations contemplated by General Instruction I.B.6 of Form S-3"

public float financial

"the aggregate market value of our outstanding Common Stock held by non-affiliates, or the public float"

Public float is the total number of a company's shares that are available for trading by the general public. It excludes shares held by company insiders or large stakeholders who are unlikely to sell them easily. This figure helps investors understand how much of the company's stock is actively available, which can influence its liquidity and how easily its price might change.

emerging growth company regulatory

"We are an “emerging growth company” and a “smaller reporting company”"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

smaller reporting company regulatory

"We are an “emerging growth company” and a “smaller reporting company”"

A smaller reporting company is a publicly traded firm that meets regulatory size tests allowing it to provide abbreviated financial disclosures and compliance filings compared with larger companies. For investors, that means financial statements and notes may be less detailed, which can make it harder to compare performance or spot risks—think of reading a short summary instead of a full report when deciding whether to buy or hold a stock.

prospectus supplement regulatory

"This prospectus supplement (this “Prospectus Supplement”) amends and supplements"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Offering Details

ATM

Offering

Offering Type ATM

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is Sky Quarry Inc. (SKYQ) registering in this 424B5 prospectus supplement?

Sky Quarry is increasing the maximum aggregate offering price of its at-the-market common stock program under its S-3 shelf from $12.6 million to $14.6 million, allowing additional sales of common stock through Muriel Siebert & Co., LLC under an Amended and Restated Sales Agreement.

How much additional Sky Quarry (SKYQ) stock can be sold under this ATM supplement?

Under this supplement, Sky Quarry may offer and sell additional shares of common stock having a maximum aggregate offering price of up to $2,000,000 from time to time through Muriel Siebert & Co., LLC acting as sales agent and/or principal.

How much has Sky Quarry (SKYQ) already sold under its ATM programs in the last 12 months?

Sky Quarry has sold approximately $12.60 million of common stock through Muriel Siebert & Co., LLC and approximately $1.34 million through Cantor Fitzgerald & Co. under prior ATM agreements during the 12 calendar months up to and including the date of the supplement.

What is Sky Quarry’s (SKYQ) current public float and how is it calculated?

Sky Quarry’s public float is approximately $47.96 million, calculated using 8,504,192 outstanding shares of common stock held by non-affiliates at a price of $5.64 per share, which was the last reported sale price on July 23, 2026.

What limitation does Form S-3 place on Sky Quarry’s (SKYQ) primary offerings?

Under General Instruction I.B.6 of Form S-3, Sky Quarry states it may sell primary shares on Form S-3 with a value of up to approximately $15.99 million in any 12-month period while its public float remains below $75,000,000.

On which market is Sky Quarry (SKYQ) listed and what recent price is disclosed?

Sky Quarry’s common stock is listed on The Nasdaq Capital Market under the symbol “SKYQ”. The supplement reports a last sale price of $2.89 per share on September 17, 2026.

What regulatory status does Sky Quarry (SKYQ) claim in this offering?

Sky Quarry states that it is an “emerging growth company” and a “smaller reporting company” under federal securities laws, allowing it to comply with certain reduced public company reporting requirements for this prospectus supplement and future filings.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 09/18/2026 - 05:01 PM Accepted by SEC EDGAR 09/18/2026 - 05:00 PM Learn about SEC filing dates

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-291721

Prospectus Supplement

(To Prospectus dated December 18, 2025,

Prospectus Supplement dated January 12, 2026,

and Prospectus Supplement dated April 22, 2026)

Up to $2,000,000

 

Sky Quarry Inc.

Common Stock

This prospectus supplement (this “Prospectus Supplement”) amends and supplements the information in the prospectus supplement, dated January 12, 2026 (the “ATM Prospectus Supplement”), as previously amended an supplemented by that certain prospectus supplement dated April 22, 2026 (“the April Prospectus Supplement” and, together with the ATM Prospectus Supplement,  the “Prior Prospectus Supplement”), to the accompanying prospectus, dated December 18, 2025 (the “Base Prospectus” and, together with the Prior Prospectus Supplement, the “Prior Prospectus”), filed as part of our registration statement on Form S-3 (File No. 333-291721) (the “Registration Statement”) that we filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 21, 2025 with an effective date of December 18, 2025, relating to the offer and sale of shares of our Common Stock, par value $0.0001 per share (the “Common Stock”), having an aggregate sales price of up to $12,600,000 pursuant to the terms of that certain Amended and Restated Sales Agreement, dated as of April 22, 2026 (the “A&R Sales Agreement”), by  and between Sky Quarry Inc. (the “Company”) and Muriel Siebert & Co., LLC (“Siebert”). This Prospectus Supplement should be read in conjunction with the Prior Prospectus, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prior Prospectus. This Prospectus Supplement is not complete without, and may only be delivered or utilized in connection with, the Prior Prospectus and any future amendments or supplements thereto.

We are filing this Prospectus Supplement to amend and supplement the Prior Prospectus to increase the maximum aggregate offering price of our shares of Common Stock that may be offered and sold under the A&R Sales Agreement from $12,600,000 to $14,600,000. As of the date of this Prospectus Supplement, we sold an aggregate of approximately $12,600,000 of shares of our Common Stock pursuant to the Prior Prospectus and the A&R Sales Agreement, utilizing substantially the full amount then available for issuance. Accordingly, under this Prospectus Supplement, we may offer and sell shares of Common Stock having a maximum aggregate offering price of up to $2,000,000 from time to time through Siebert acting as our sales agent and/or principal in accordance with the A&R Sales Agreement.

As a result of the limitations contemplated by General Instruction I.B.6 of Form S-3 and the public float of our Common Stock, we may offer and sell shares of Common Stock having an aggregate offering price of up to approximately $15.99 million. We have previously sold an aggregate of approximately $12.60 million of shares of Common Stock through Siebert under the Prior Prospectus Supplement and the A&R Sales Agreement during the twelve (12) calendar months prior to and including the date of this Prospectus Supplement. In addition, prior to signing the A&R Sales Agreement and the filing of the April Prospectus Supplement, we have sold an aggregate of approximately $1.34 million of shares of Common Stock through Cantor Fitzgerald & Co. (“Cantor”) under the ATM Prospectus Supplement and the Controlled Equity Offering Sales Agreement, dated January 12, 2026, by and between the Company and Cantor, during the same period.

As of the date of this Prospectus Supplement, the aggregate market value of our outstanding Common Stock held by non-affiliates, or the public float, was approximately $47.96 million, which was calculated based on 8,504,192 outstanding shares of Common Stock held by non-affiliates at a price of $5.64 per share, the last reported sale price of our Common Stock on July 23, 2026, as reported on The Nasdaq Capital Market (“NasdaqCM”). Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell shares in public primary offerings on Form S-3 with a value of more than one-third of the aggregate market value of our Common Stock held by non-affiliates in any 12 calendar month period, so long as the aggregate market value of our Common Stock held by non-affiliates is less than $75,000,000.

Our Common Stock is listed on the NasdaqCM under the symbol “SKYQ.” On September 17, 2026, the last reported sale price of our Common Stock on the NasdaqCM was $2.89 per share.

We are an “emerging growth company” and a “smaller reporting company” under the federal securities laws and, as such, we have elected to comply with certain reduced public company reporting requirements for this Prospectus Supplement and for future filings.

Investing in our Common Stock involves a high degree of risk. See “Risk Factors” beginning on page S-6 of the ATM Prospectus Supplement and under similar headings in the Prior Prospectus and the documents incorporated by reference into this Prospectus Supplement and the Prior Prospectus for a discussion of the risks that you should consider in connection with an investment in our Common Stock.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT AND THE PRIOR PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Siebert

The date of this Prospectus Supplement is September 18, 2026.