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):
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| September 30, 2025 (September 25, 2025)
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SKY QUARRY INC.
(Exact name of registrant as specified in its charter)
Delaware
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| 001-42296
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| 84-1803091
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(State or other
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| (Commission
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| (I.R.S. Employer
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jurisdiction of incorporation)
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| File Number)
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| Identification No.)
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707 W. 700 South, Suite 1
Woods Cross, UT 84087
(Address of principal executive offices) (zip code)
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(424) 394-1090
(Registrant’s telephone number, including area code)
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(Former name or former address, if changed since last report.)
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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:
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
| Trading Symbol(s)
| Name of each exchange on which registered
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Common Stock, par value $0.0001
| SKYQ
| Nasdaq Capital Market
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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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On September 25, 2025, Sky Quarry Inc. (the “Company”) received a written notification from The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company has been granted an additional 180-day period, or until March 23, 2026, to regain compliance with Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”).
As previously disclosed, on March 28, 2025, the Company was notified by Nasdaq that it was not in compliance with the Minimum Bid Price Requirement because the closing bid price of the Company’s common stock had closed below $1.00 per share for 30 consecutive business days. The Company was provided an initial 180-day compliance period, which was scheduled to expire on September 24, 2025.
Nasdaq’s determination to grant the additional 180-day compliance period was based on the Company meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the Nasdaq Capital Market with the exception of the Minimum Bid Price Requirement, and the Company’s written notification to Nasdaq of its intent to cure the deficiency during the additional compliance period.
If at any time before March 23, 2026, the closing bid price of the Company’s common stock is at least $1.00 per share for a minimum of ten consecutive business days (or for such longer period as Nasdaq may require), Nasdaq will provide written confirmation that the Company has achieved compliance with the Minimum Bid Price Requirement. If the Company does not regain compliance by March 23, 2026, Nasdaq will provide written notification to the Company that its common stock will be delisted. At that time, the Company may appeal Nasdaq’s determination to a Hearings Panel.
The Company intends to continue actively monitoring the closing bid price of its common stock and may, if necessary, consider available options to regain compliance with the Minimum Bid Price Requirement.
Section 9 – Financial Statements and Exhibits.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits
None.
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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.
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Dated: September 30, 2025
| By: /s/Marcus Laun
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| Name:Marcus Laun
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| Title:President
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