SKYQ 8-K
Sky Quarry Inc. (SKYQ)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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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Securities registered pursuant to Section 12(b) of the Act:
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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 3.03. 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.
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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. |
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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 thereunto duly authorized.
| Sky Quarry Inc. | ||
| Dated: March 5, 2026 | By: | /s/ Marcus Laun |
| Name: | Marcus Laun | |
| Title: | Interim Chief Executive Officer and President | |
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
to the
CERTIFICATE OF INCORPORATION
of
SKY QUARRY, INC.
March 5, 2026
SKY QUARRY, INC. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows:
1. This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s Certificate of Incorporation, as Amended (the “Certificate of Incorporation”).
2. The Board of Directors of the Corporation duly adopted resolutions setting forth a proposed amendment to the Certificate of Incorporation on the terms of the Certificate of Amendment declaring the Certificate of Incorporation to be advisable and calling a meeting of the stockholders of the Corporation for consideration of the Certificate of Amendment.
3. Article FOUR of the Certificate of Incorporation is hereby amended by deleting it in its entirety and substituting the following:
4. The Corporation shall be authorized to issue a total of two billion (2,000,000,000) shares of its capital stock, par value one one-hundredth of a cent ($0.0001) per share (the “Common Stock”).
Reverse Stock Split. Upon the filing (the “Effective Time”) of the Certificate of Amendment to this Certificate of Incorporation pursuant to the Section 242 of the DGCL, each eight (8) shares of the Corporation’s Common Stock, issued and outstanding immediately prior to the Effective Time (the “Old Common Stock”) shall automatically without further action on the part of the Corporation or any holder of Old Common Stock, be reclassified, combined, converted and changed into one (1) fully paid and nonassessable share of Common Stock (the “New Common Stock”), subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”). The conversion of the Old Common Stock into New Common Stock will be deemed to occur at the Effective Time. From and after the Effective Time, certificates representing the Old Common Stock shall represent the number of shares of New Common Stock into which such Old Common Stock shall have been converted pursuant to the Certificate of Amendment. 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 New 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 New 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.
3. This Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL by the directors and stockholders of the Corporation.
4. This Certificate of Amendment shall become effective at 11:59 p.m., Eastern Time, on March 15, 2026.
[signature page follows]
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly adopted and executed in its corporate name and on its behalf by its duly authorized officer as of the date first written above.
| SKY QUARRY, INC. | ||
| By: | /s/ Matthew Flemming | |
| Name: | Matthew Flemming | |
| Title: | Executive Chairman | |
[Signature Page to Certificate of Amendment to Certificate of Incorporation]
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
www.skyquarry.com