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Sky Quarry (NASDAQ: SKYQ) expands $12,600,000 ATM and appoints new agent

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Sky Quarry Inc. entered into an Amended and Restated Sales Agreement with Muriel Siebert & Co., LLC, replacing Cantor Fitzgerald & Co. as the sales agent for its at-the-market common stock offering program.

The company’s prospectus supplement now covers ATM share sales with an aggregate sales price of up to $12,600,000, increased from a prior $4,700,000 limit. Under the updated agreement, Siebert will use commercially reasonable efforts to sell shares and will receive a 3.0% commission on gross proceeds. Sky Quarry has no obligation to sell any shares and can suspend or terminate the program at any time.

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Insights

Sky Quarry increases ATM capacity and changes sales agent, a neutral financing move.

Sky Quarry Inc. expanded its at-the-market equity program via a new agreement with Muriel Siebert & Co., LLC, raising the aggregate sales price limit for potential share issuances to $12,600,000. This provides flexibility to raise capital over time through ordinary market transactions.

The agent earns a 3.0% commission on gross proceeds and is required only to use commercially reasonable efforts, while the company is not obligated to sell any shares. Actual dilution and capital raised will depend on whether, when, and how many shares the company chooses to sell under this program.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Updated ATM aggregate sales price limit $12,600,000 Aggregate sales price of ATM Shares under April 22, 2026 prospectus supplement
Prior ATM aggregate sales price limit $4,700,000 Aggregate sales price of ATM Shares under January 12, 2026 prospectus supplement
Sales agent commission rate 3.0% of gross proceeds Commission payable to Muriel Siebert & Co., LLC on each ATM sale
Form type Form 8-K Current report describing Amended and Restated Sales Agreement
at-the-market offerings financial
"Sales of the ATM Shares, if any, under the A&R Sales Agreement may be made in transactions that are deemed to be “at the market offerings” as defined in Rule 415"
An at-the-market offering is a method for a company to sell new shares of its stock directly into the stock market over time, rather than all at once. This approach allows the company to raise money gradually, similar to selling small portions of a product as demand grows. For investors, it can influence stock availability and price, making it an important factor to consider when assessing a company's financial strategy.
shelf registration statement regulatory
"contained in Sky Quarry Inc.’s ... shelf registration statement on Form S-3 (File No. 333-291721)"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
prospectus supplement regulatory
"the Company filed a prospectus supplement to the Registration Statement with the SEC in connection with the offer and sale of the ATM Shares"
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.
Emerging Growth Company regulatory
"Emerging Growth 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.
material definitive agreement regulatory
"Item 1.01 Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
Understanding 8-K Material Events →
0001812447 false 0001812447 2026-04-22 2026-04-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): April 22, 2026

 

SKY QUARRY INC.

(Exact name of registrant as specified in its charter)

 

Delaware

001-42296

84-1803091

(State or other jurisdiction of incorporation or organization)

(Commission
File Number)

(IRS Employer
Identification No.)

 

707 W. 700 South, Suite 1

Woods Cross, UT 84087

(Address of principal executive office) (Zip Code)

 

(424) 394-1090

(Registrants’ telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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, par value $0.0001

SKYQ

Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

 

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

 

As previously disclosed, on January 12, 2026, pursuant to an “at-the-market” prospectus (the “Prospectus”) contained in Sky Quarry Inc.’s (the “Company”) shelf registration statement on Form S-3 (File No. 333-291721) (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 21, 2025, the Company entered into a Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. (“Cantor”), to offer and sell shares (the “ATM Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”), through or to Cantor, acting as principal and/or sales agent (the “ATM Program”).

 

On April 22, 2026, the Company entered into that certain Amended and Restated Sales Agreement (the “A&R Sales Agreement”) with Muriel Siebert & Co., LLC (“Siebert” or the “Agent”), pursuant to which Siebert relaced Cantor as the principal and/or the sole designated sales agent. The material terms and conditions of the A&R Sales Agreement otherwise remain unchanged.

 

Subject to the terms and conditions of the A&R Sales Agreement, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell the ATM Shares from time to time, based upon the Company’s instructions. The Company has provided the Agent with customary indemnification and contribution rights in favor of the Agent, and the Agent will be entitled to a commission of 3.0% of the gross proceeds from each sale of the ATM Shares effectuated pursuant to the A&R Sales Agreement.

 

Sales of the ATM Shares, if any, under the A&R Sales Agreement may be made in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended, or by any other method permitted by the A&R Sales Agreement and applicable law. The Company has no obligation to sell any of the ATM Shares and may at any time suspend offers under the A&R Sales Agreement or terminate the A&R Sales Agreement.

 

This description of the A&R Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the A&R Sales Agreement, which is attached hereto as Exhibit 1.1 and incorporated by reference herein.

 

The Common Stock to be sold under the A&R Sales Agreement, if any, will be issued and sold pursuant to the Registration Statement, which was declared effective by the SEC on December 18, 2025. On January 12, 2026, the Company filed a prospectus supplement to the Registration Statement with the SEC in connection with the offer and sale of the ATM Shares, having an aggregate sales price of up to $4,700,000, pursuant to the Sales Agreement. On April 22, 2026, the Company filed a prospectus supplement to the Registration Statement with the SEC in connection with the offer and sale of the ATM Shares, updating the aggregate sales price to up to $12,600,000, pursuant to the A&R Sales Agreement.

 

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of Common Stock nor shall there be any sale of shares of Common Stock in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. The legal opinion of Winston & Strawn LLP relating to the legality of the issuance and sale of the ATM Shares pursuant to the ATM Program is attached as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit No.

 

Description

1.1

 

Amended and Restated Sales Agreement, dated as of April 22, 2026, by and between the Company and Muriel Siebert & Co., LLC.

5.1

 

Opinion of Winston & Strawn LLP.

23.1

 

Consent of Winston & Strawn LLP (included in the opinion filed as Exhibit 5.1).

104

  

The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

Sky Quarry Inc.

 

 

 

Dated: April 22, 2026

By:

/s/ Marcus Laun

 

Name:

Marcus Laun

 

Title:

President, Interim Chief Executive Officer and Interim Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Sky Quarry Inc. (SKYQ) change in its ATM equity program?

Sky Quarry Inc. amended its at-the-market equity program by entering an Amended and Restated Sales Agreement with Muriel Siebert & Co., LLC as the new sales agent. The company also updated its prospectus supplement to increase the aggregate sales price limit for potential share sales to $12,600,000.

How large is Sky Quarry’s updated at-the-market offering capacity?

Sky Quarry’s updated prospectus supplement covers ATM share sales with an aggregate sales price of up to $12,600,000. This increases the earlier $4,700,000 limit and allows the company to issue common stock gradually through market transactions if it chooses to use the program.

Who is the new sales agent for Sky Quarry’s ATM Shares?

Muriel Siebert & Co., LLC is now the sales agent for Sky Quarry’s ATM Shares under the Amended and Restated Sales Agreement. Siebert replaces Cantor Fitzgerald & Co. and will act as principal and/or sales agent, using commercially reasonable efforts to execute sales when directed by the company.

What commission will Muriel Siebert & Co., LLC receive under the agreement?

Under the Amended and Restated Sales Agreement, Muriel Siebert & Co., LLC will receive a commission of 3.0% of the gross proceeds from each sale of ATM Shares. This commission is paid only on executed sales and is standard compensation for acting as principal and/or sales agent.

Is Sky Quarry required to sell shares under its ATM program?

Sky Quarry is not required to sell any shares under its at-the-market program. The company may suspend offers or terminate the Amended and Restated Sales Agreement at any time, meaning actual share issuance and proceeds will depend entirely on future decisions by the company.

Under what registration is Sky Quarry’s ATM offering being conducted?

The ATM Shares are being offered and sold, if at all, under Sky Quarry’s shelf registration statement on Form S-3, File No. 333-291721, which was declared effective by the SEC on December 18, 2025. Prospectus supplements filed on January 12, 2026 and April 22, 2026 govern the ATM terms.

Filing Exhibits & Attachments

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