[8-K] Sky Quarry Inc. Reports Material Event

Rhea-AI Filing Summary

Q2-25 is Aurora’s first quarter with commercial revenue following April’s launch of Aurora Driver for Freight. The company recorded $1 million of revenue but a $5 million cost of revenue, resulting in a negative gross margin. R&D spending increased 12 % YoY to $190 million and SG&A rose 29 % to $36 million, driving an operating loss of $230 million and a net loss of $201 million (-$0.11 /share).

Balance-sheet strength: cash & equivalents of $206 million plus $1.103 billion in short-term investments give total liquidity of $1.31 billion. An at-the-market (ATM) equity program supplied $399 million net in H1 and capacity was increased to $1 billion. Liabilities remain low at $223 million with no debt; derivative liabilities fell to $41 million. Stockholders’ equity improved to $1.99 billion but accumulated deficit widened to $4.77 billion.

Cash flow: operating cash burn was $286 million for the first six months, better than the $326 million burn last year; capex was modest at $15 million. Management says existing funds cover at least the next 12 months yet anticipates additional raises before full commercialization.

Key figures

• Revenue: $1 m vs $0 m (YoY)
• Net loss: -$201 m vs -$182 m
• Cash & ST investments: $1.31 b
• Shares outstanding: 1.84 b (A+B)
• Intangibles placed in service: $617 m, 10-year life

Positive

• First commercial revenue generated, validating Aurora Driver deployment.
• Robust liquidity of $1.31 b plus expanded $1 b ATM capacity supports near-term funding needs.
• Operating cash burn improved by $40 m YoY, indicating some spending discipline.
• No debt and low balance-sheet leverage reduce financial risk.

Negative

• Gross loss: cost of revenue exceeded sales five-fold, questioning early unit economics.
• High net loss of $201 m and continued negative EPS.
• Dilution risk from 69 m shares already issued via ATM and further $580 m capacity remaining.
• R&D and SG&A growth outpaced revenue, prolonging path to profitability.
• Accumulated deficit reached $4.77 b, reflecting long-term burn.

Insights

Sell-Side Financial Analyst

TL;DR: First revenue, heavy losses; strong cash after $399 m ATM; path to profitability still distant.

The debut of $1 m in freight revenue marks technical progress but underscores the early stage of monetization—cost of revenue quintupled sales. Operating expenses rose 14 % YoY, mainly personnel and hardware, keeping burn high. Liquidity of $1.31 b is ample, covering roughly 4–5 quarters at the current spend rate. The enlarged $1 b ATM provides additional flexibility but is dilutive. Near-term valuation hinges on proof of scalable economics and containment of R&D.

Institutional Portfolio Risk Manager

TL;DR: Cash runway solid, but dilution and negative unit economics heighten risk profile.

With no debt and limited liabilities, balance-sheet risk is low. However, gross losses on initial freight loads highlight uncertain unit economics, and accumulated deficit nears $4.8 b. The share count rose ~8 % YTD from ATM sales, and further issuance is likely. Investors should monitor cash burn pace, customer uptake, and regulatory milestones before considering sizeable exposure.

0001812447 false 0001812447 2025-07-30 2025-07-30

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): July 30, 2025 (July 24, 2025)

SKY QUARRY INC.

(Exact name of registrant as specified in its charter)

Delaware		001-42296		84-1803091
(State or other		(Commission		(I.R.S. Employer
jurisdiction of incorporation)		File Number)		Identification No.)
707 W. 700 South, Suite 1 Woods Cross, UT 84087
(Address of principal executive offices)  (zip code)
(424) 394-1090
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report.)

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.  ☐

Section 1 – Registrant’s Business and Operations

Item 1.01   Entry into a Material Definitive Agreement.

On July 24, 2025, Foreland Refining Corporation (“Foreland”), our wholly-owned subsidiary, issued a secured promissory note in the principal amount of $1,000,000 (“Note”) to KF Business Ventures, LP (“KFBV”) a copy of which is attached hereto as Exhibit 99.1.  In connection with the issuance of the Note, we issued: (i) five hundred thousand (500,000) shares of our common stock to KFBV, and (ii) warrants to purchase up to 2,000,000 shares of our common stock at an exercise price of $0.70 per share for a period of five years from the note issuance date, a copy of which is attached hereto as Exhibit 99.2, as an additional incentive to enter into the Note with Foreland.  The Note bears interest at a rate of thirty percent (30%) per annum and matures on November 24, 2025.  As security for the Note, our wholly-owned subsidiary, 2020 Resources LLC (“2020 Resources”), entered into a security agreement (“Security Agreement”) with KFBV on July 24, 2025, a copy of which is attached hereto as Exhibit 99.3, and the Company and 2020 Resources entered into a guaranty agreement (“Guaranty Agreement”) with KFBV, a copy of which is attached hereto as Exhibit 99.4.  Additionally, the Company agreed to extend the term of all previous warrants issued to KFBV until July 24, 2029.    

The foregoing is only a summary of the Note, Warrant, Security Agreement and Guaranty Agreement, each of which is attached hereto as an exhibit to this Form 8-K.

Section 9 – Financial Statements and Exhibits.

Item 9.01Financial Statements and Exhibits. 

(d)Exhibits 

Exhibit No.
99.1		Secured Promissory Note issued by Foreland Refining Corporation to KF Business Ventures, LP dated July 24, 2025
99.2		Warrant issued to KF Business Ventures, LP dated July 24, 2025
99.3		Security Agreement between 2020 Resources LLC and KF Business Ventures, LP dated July 24, 2025
99.4		Guaranty Agreement between the Company, 2020 Resources LLC and KF Business Ventures, LP dated July 24, 2025

1

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 hereunto duly authorized. 

	Sky Quarry Inc.
Dated: July 30, 2025	By: /s/David Sealock
	Name:David Sealock
	Title:Chief Executive Officer

2

FAQ

How much revenue did Aurora Innovation (AUR) report in Q2 2025?

Aurora recorded $1 million in revenue, its first commercial sales from the Aurora Driver for Freight.

What was AUR’s Q2 2025 net loss per share?

The company posted a -$0.11 basic and diluted net loss per share.

How much cash and short-term investments does Aurora have?

As of June 30 2025, Aurora held $1.31 billion in cash, cash equivalents and short-term investments.

What capital was raised through the ATM program?

During H1 2025 Aurora raised $399 million net by issuing 67 million Class A shares; the program’s limit was increased to $1 billion.

Did Aurora carry any debt at quarter-end?

No. Aurora reported no interest-bearing debt; total liabilities were $223 million, mainly leases and derivatives.

Why did cost of revenue exceed revenue?

Driverless freight operations are in early scale-up; fixed costs for hardware, maintenance and staff outweighed minimal launch-period miles driven.