Sky Quarry Inc SEC Filings

David Sealock, who is listed as CEO and a Director of Sky Quarry Inc. (SKYQ), reported a transaction with an earliest transaction date of 02/18/2025. The Form 4 shows 428,880 common shares were disposed (transaction code G) at a reported price of $0, leaving 1,027,500 common shares beneficially owned following the reported transaction. The filing includes an explanation that the Form 4 was filed late and that the delay was unintentional. The document is signed by David Sealock with a signature date of 09/08/2025. All figures and labels are presented as reported on the Form 4.

Sherrie Delwo, identified as the CFO spouse/Other, reported sales of Sky Quarry Inc. (SKYQ) common shares on 08/20/2025 and 08/21/2025. On 08/20/2025 she sold 18,800 shares at $0.45, reducing her beneficial ownership to 81,500 shares. On 08/21/2025 she sold 4 shares at $0.48, reducing beneficial ownership to 81,496 shares. The filing notes it was submitted late and that the delay was unintentional. The form is signed and dated 09/05/2025.

The excerpt is from Sky Quarry Inc.'s preliminary proxy describing eligibility/disqualification language and how equity awards are treated in a "Corporate Transaction." It requires disclosure of certain criminal or regulatory judgments limiting a person's involvement in financial or securities activities. The award provisions give the Administrator broad discretion, without participant consent, to continue, assume, substitute, cancel with cash payment based on the excess of fair market value over exercise price, or cancel awards for no consideration in connection with a Corporate Transaction. It also states that escrow, holdback, earn-out or similar deal provisions will apply to any payments under the plan to the same extent they apply to common stock holders, and that such application is subject to applicable law including Section 409A of the Internal Revenue Code.

Sherrie Delwo, identified as the spouse of the company CFO and a reporting person for Sky Quarry Inc. (SKYQ), reported a transfer of 100,000 common shares on 02/09/2024. The transaction is coded as a transfer (code G) with a reported price of $0, and the filing shows 100,000 shares beneficially owned following the transaction in a direct ownership form. The Form 4 was filed late; the filer explains the delay as an administrative oversight. The report also indicates the filer checked the box noting cessation of Section 16 status effective 08/04/2025. The form bears the reporting person’s signature dated 09/05/2025. This filing documents a single non-derivative share transfer and the reporter’s change in Section 16 status.

Sky Quarry Inc. (SKYQ) CFO Darryl Delwo reported a transfer of common shares to his spouse dated 02/09/2024. The Form 4 reports a disposition of 100,000 shares at a $0 reported price and shows 125,000 common shares beneficially owned by the reporting person after the transaction. The filing states the transfer was made to the filer’s spouse and that the Form 4 was filed late due to administrative oversight; the signature block shows the form signed on 09/05/2025.

Sky Quarry Inc. amended its S-1 registration to disclose multiple equity instruments and updates to the offering structure. The company may issue up to 13,654,230 shares to a Selling Stockholder under a Purchase Agreement dated July 9, 2025, including 366,260 Initial Commitment Shares and up to 13,104,839 additional shares under the same agreement. Outstanding warrants potentially convert into 4,910,518 shares at a weighted average exercise price of $2.00 per share. An outstanding promissory note of $2,000,000 is convertible at $4.80 per share. Additional reserves include 3,067,547 shares under the 2020 Stock Plan and 120,000 shares issuable on conversion of a Convertible Note. The filing references multiple prior amendments to the Annual Report and other SEC filings.

Sky Quarry Inc. filed Amendment No. 3 to its annual report to add a risk factor that its goodwill may be subject to impairment. The company reported a history of operating losses and concluded it is more likely than not that its deferred tax assets will not be fully realized. For the year ended December 31, 2024, Sky Quarry had negative cash flows from operations of $7,491,578 and received $9,654,579 of equity capital. It issued 1,118,005 common shares at $6.00 generating gross proceeds of $6,708,030, and its 2021 Reg A Offering netted total gross proceeds of $18,195,838. Certain extraction facility assets of $8,534,967 are recorded at full cost and not yet depreciated while construction continues. Preferred shares automatically converted to common in connection with the Nasdaq listing, leaving no preferred shares outstanding as of December 31, 2024.