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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): March 5, 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 3.03. Material
Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K,
the information set forth in Item 5.03 below is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
On March 5, 2026, the Sky Quarry Inc. (the
“Company”) filed its Certificate of Amendment to the Certificate of Incorporation (the “Certificate of Amendment”)
with the Secretary of State of Delaware to (i) effect on the corporate level a one-for-eight (1-for-8) reverse stock split (the “Reverse
Stock Split”) of the Company’s shares of Common Stock, par value $0.0001 (the “Common Stock”). A copy of the
Certificate of Amendment is attached as Exhibit 3.1 hereto and incorporated by reference. The reverse stock split will be effective on
March 15, 2026 at 11:59pm Eastern Time.
As disclosed in the Company’s Current Report
on Form 8-K filed on November 5, 2025, the Company’s stockholders approved the Certificate of Amendment at a special meeting of
stockholders held on November 4, 2025, at a ratio between 1-for-2 and 1-for-25, with the final ratio, implementation and timing to be
determined by the Board of Directors of the Company in its sole discretion.
The Common Stock will begin trading on a Reverse
Stock Split-adjusted basis on the Nasdaq Capital Market on March 16, 2026. The trading symbols for the Common Stock will remain “SKYQ”.
The next CUSIP number for the Common Stock following the Reverse Stock Split will be 83087C204.
As a result of the Reverse Stock Split, when effected
in the market, every eight (8) shares of the pre-split issued and outstanding shares of Common Stock will automatically convert into one
(1) post-split share of Common Stock. No fractional shares shall be issued in connection with the Reverse Stock Split. Instead, registered
stockholders who would be entitled to receive fractional shares of Common Stock because they hold a number of shares not evenly divisible
by the Reverse Stock Split ratio shall have their fractional share rounded up to the nearest whole number of Common Stock. For those stockholders
who hold shares with a brokerage firm, the Corporation will round up fractional shares at the participant level. No cash will be paid
in lieu of fractional shares.
The Reverse Stock Split when effected in the market,
will not reduce the number of authorized shares of Common Stock and will not change the par value of the Common Stock. The Reverse Stock
Split will affect all stockholders uniformly and will not affect any stockholder’s ownership percentage of the Company’s shares
of Common Stock (except to the extent that the Reverse Stock Split would result in some of the stockholders’ fractional shares being
rounded up).
As a result of the Reverse Stock Split, when effected
in the market, the Company’s stockholders who hold their shares (i) in electronic form at brokerage firms will not need to take
any action, as the effect of the Reverse Stock Split will automatically be reflected in their brokerage accounts, (ii) electronically
in book-entry form with the transfer agent, Colonial Stock Transfer, Inc., will not need to take action to receive shares of post-Reverse
Stock Split common stock, and (iii) with a bank, broker, custodian or other nominee and who have any questions in this regard are encouraged
to contact their banks, brokers, custodians or other nominees.
The foregoing descriptions of the Certificate
of Amendment and the Reverse Stock Split set forth above do not purport to be complete and are qualified in their entirety by the full
text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Statements contained herein relating to
the Company or its management’s intentions, hopes, beliefs, expectations or predictions of the future, including, but not limited
to, statements relating to the Company’s ability to regain compliance with the Nasdaq continued listing standards constitute forward
looking statements. Such forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to,
risks related to the Company’s ability to regain compliance with the Nasdaq continued listing standards. Additional risks and uncertainties
faced by the Company are contained from time to time in the Company’s filings with the Securities and Exchange Commission, including,
but not limited to, the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and
Exchange Commission on March 31, 2025 (as amended). The Company disclaims any intention or obligation to update, amend or clarify these
forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable
securities laws.
Item 7.01 Regulation FD Disclosure.
On March 5, 2026, the Company issued a press release
announcing the Reverse Stock Split. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit
99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly
set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 3.1 |
|
Certificate of Amendment to the Certificate of Incorporation of Sky Quarry Inc., dated as of March 5, 2026. |
| 99.1 |
|
Press Release of the Company, dated March 5, 2026. |
| 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: March 5, 2026 |
By: |
/s/ Marcus Laun |
| |
Name: |
Marcus Laun |
| |
Title: |
Interim Chief Executive Officer and President |
Exhibit 99.1
Sky Quarry Inc. Announces 1-for-8 Reverse Stock
Split
WOODS CROSS, UT / ACCESS Newswire / March 5,
2026 / Sky Quarry Inc. (“Sky Quarry” or the “Company”) (Nasdaq Capital Market: SKYQ), an integrated energy
solutions company transforming the waste recycling industry, today announced that the Company’s Board of Directors (the “Board”)
approved a reverse stock split (the “Reverse Stock Split”) of Sky Quarry’s shares of Common Stock, par value $0.0001 per share
(the “Common Stock”), at a ratio of 1-for-8 (the “Reverse Stock Split Ratio”). The Company filed its Certificate
of Amendment to the Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of Delaware
on March 5, 2026, to implement the Reverse Stock Split. The Reverse Stock Split is expected to become effective at 11:59 p.m. Eastern
Time on March 15, 2026 (the “Effective Time”), and Sky Quarry’s Common Stock is expected to begin trading on the Nasdaq Capital
Market (the “Nasdaq”) on a split-adjusted basis at the opening of trading on March 16, 2026, under the existing ticker symbol
“SKYQ”.
As disclosed in the Company’s Current Report on
Form 8-K filed on November 5, 2025, the Company’s stockholders approved the Certificate of Amendment at a special meeting of stockholders
held on February 19, 2026, authorizing a reverse stock split at a ratio between 1-for-2 and 1-for-25, with the final ratio, implementation
and timing to be determined by the Board in its sole discretion. The Board subsequently determined to effect the Reverse Stock Split at
a ratio of 1-for-8. The primary goal of the Reverse Stock Split is to increase the per share market price of the Common Stock to regain
compliance with the minimum $1.00 average closing price requirement for continued listing on the Nasdaq.
At the Effective Time, every eight (8) shares
of Common Stock issued and outstanding will be automatically combined and converted into one (1) share of Common Stock. The Reverse Stock
Split will not reduce the number of authorized shares of Common Stock and will not change the par value of the Common Stock. The Reverse
Stock Split will affect all stockholders uniformly and will not affect any stockholder’s ownership percentage of the Company’s shares
of Common Stock, except to the extent that the Reverse Stock Split would result in fractional shares being rounded up. The new CUSIP number
for the Common Stock following the Reverse Stock Split will be 83087C204. Prior to the Reverse Stock Split, there are 29,962,839 shares of Common Stock issued and outstanding, and immediately following the Reverse
Stock Split, the Company expects to have approximately 3,752,874 shares of Common Stock issued and outstanding, subject to the number
of shares resulting from the rounding up of fractional shares held by registered holders.
No fractional shares will be issued in connection
with the Reverse Stock Split. Instead, registered stockholders who would be entitled to receive fractional shares of Common Stock because
they hold a number of shares not evenly divisible by the Reverse Stock Split Ratio shall have their fractional share rounded up to the
nearest whole number of Common Stock. For those stockholders who hold shares with a brokerage firm, the Company will round up fractional
shares at the participant level. No cash will be paid in lieu of fractional shares.
Registered stockholders who hold shares of Common
Stock in book-entry form with the Company’s transfer agent, Colonial Stock Transfer, Inc., are not required to take any action to receive
post-Reverse Stock Split shares. Stockholders owning shares through an account at a brokerage firm, bank, dealer, custodian or other similar
organization acting as nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to such nominee’s
particular processes, and will not be required to take any action in connection with the Reverse Stock Split. Stockholders who hold shares
with a bank, broker, custodian or other nominee and who have any questions in this regard are encouraged to contact their banks, brokers,
custodians or other nominees.
About Sky Quarry Inc.
Sky Quarry Inc. is an integrated energy solutions
company transforming the waste recycling industry. The Company is headquartered in Woods Cross, Utah. For more information, please visit
the Company’s website.
Forward-Looking Statements
This press release includes “forward-looking
statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform
Act of 1995 and within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. All statements, other than statements of present or historical fact included in this press release, are forward-looking
statements. When used in this press release, the words “could,” “should,” “will,” “may,”
“believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,”
the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking
statements contain such identifying words. Such forward-looking statements are subject to risks, uncertainties, and other factors which
could cause actual results to differ materially from those expressed or implied by such forward-looking statements.
These forward-looking statements are based upon
current expectations, estimates, projections, and assumptions that, while considered reasonable by the Company and its management, are
inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited
to: the Company’s ability to regain compliance with the Nasdaq continued listing standards; changes in applicable laws or regulations;
the possibility that the Company may be adversely affected by other economic, business and/or competitive factors; and other risks and
uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements”
in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on
March 31, 2025 (as amended), and other documents the Company has filed with the SEC.
You should not place undue reliance on forward-looking
statements, which speak only as of the date they are made. The Company does not undertake, and expressly disclaims, any duty to update
these forward-looking statements, except as otherwise required by applicable law.
Investor and Media Contacts
Sky Quarry Inc.
Jennifer Standley
Director of Investor Relations
Ir@skyquarry.com
www.skyquarry.com
