8-K
Sky Quarry Inc. (SKYQ)
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): | October 10, 2024 (October 8, 2024) |
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SKY QUARRY INC.
(Exact name of registrant as specified in its charter)
| Delaware<br><br><br>(State or other<br><br><br>jurisdiction of incorporation) | 001-42296<br><br><br>(Commission<br><br><br>File Number) | 84-1803091<br><br><br>(I.R.S. Employer<br><br><br>Identification No.) |
|---|---|---|
| 707 W. 700 South, Suite 1<br><br><br>Woods Cross, UT 84087<br><br><br>(Address of principal executive offices) (zip code) | ||
| (424) 394-1090<br><br><br>(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 August 22, 2024, we entered into a Selling Agency Agreement (the “Selling Agency Agreement”) with Digital Offering, LLC, as Selling Agent (the “Agent”), to sell up to 3,333,333 shares of our common stock, par value $0.0001 per share (the “Shares”), at a purchase price of $6.00 per share (the “Purchase Price”), through a best-efforts offering pursuant to Regulation A (the “Offering”).
Digital Offering has acted as the lead selling agent for the Offering pursuant to the terms of the Selling Agency Agreement. Under the Selling Agency Agreement, the Company has agreed to pay Digital Offering a commission of 7.5% of the gross proceeds received in the Offering, which shall be allocated by Digital Offering to members of its selling group and soliciting dealers in Digital Offering's sole discretion. In addition, the Company will issue to the Agent warrants to purchase a number of shares of common stock equal to 2.3% of the total numbers of Shares sold in the Offering at an exercise price of $7.50 per share. The Company will reimburse Digital Offering for its reasonable and documented legal costs up to a maximum of $75,000.
Digital Offering acted on a “reasonable best efforts” basis in connection with the Offering. Digital Offering was under no obligation to purchase any of the shares or arrange for the sale of any specific number or dollar amount of shares.
The Offering was made pursuant to our Offering Statement on Form 1-A (Registration No. 024-12373), and accompanying Offering Circular, qualified by the Securities and Exchange Commission (the “Commission”) on September 27, 2024.
On October 9, 2024, we completed the Offering and sold an aggregate of 1,118,005 Shares, resulting in aggregate gross proceeds of $6,708,030, before deducting Agent commissions and other related expenses.
Section 5 – Corporate Governance and Management
Item 5.02****Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 8, 2024, our board of directors approved the appointment of Darryl Delwo, our Chief Financial Officer, to serve as the Company’s corporate secretary, until his resignation or earlier removal thereof.
Section 7 – Regulation FD
Item 7.01****Regulation FD Disclosure.
On October 9, 2024, we issued a press release announcing the completion of the Offering and the anticipated start of trading of our common stock on the Nasdaq Capital Market. The press release is furnished as Exhibit 99.1 to the Current Report on Form 8-K.
Section 8 – Other Events
Item 8.01****Other Events.
Our common stock began trading on the Nasdaq Capital Market under the symbol “SKYQ” on October 10, 2024.
Section 9 – Financial Statements and Exhibits.
Item 9.01****Financial Statements and Exhibits.
(d)Exhibits
| Exhibit No. | Name and/or Identification of Exhibit |
|---|---|
| 1.1 (1) | Selling Agency Agreement with Digital Offering, LLC |
| 99.1 | Press Release of Sky Quarry Inc. dated October 9, 2024 |
(1)Incorporated by reference from our Form 1-A/A filed with the Commission on May 24, 2024.
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: October 10, 2024 | */s/*David Sealock |
| By:David Sealock | |
| Its:Chief Executive Officer |
2
Sky Quarry Announces Closing of Public Offering of $6.7 Million
Shares to Begin Trading on NASDAQ on October 10, 2024 Under the Ticker Symbol “SKYQ”
WOODS CROSS, UT – October 9, 2024 – Sky Quarry Inc. ("Sky Quarry," "SKYQ," or the "Company"), an oil production, refining, and development-stage environmental remediation company formed to deploy technologies to facilitate the recycling of waste asphalt shingles and remediation of oil-saturated sands and soils, today announced it raised $6,708,030 through the sale of 1,118,005 shares of its Common Stock priced at $6.00 per share. Sky Quarry expects the stock to begin trading on NASDAQ under the ticker symbol “SKYQ” on October 10, 2024. “I would like to thank our 10,000+ individual investors who have believed in our Company and helped us get to this point in our journey. Looking ahead, we believe that our ECOSolv technology enables Sky Quarry to reduce the more than 15 million tons of waste asphalt shingles generated annually, the vast majority of which is dumped into U.S. landfills. By conserving resources, reducing landfill waste, and minimizing emissions, we are actively leading the energy transition towards more sustainable methods,” said David Sealock, Chief Executive Officer of Sky Quarry Inc.
Digital Offering, LLC, acted as the lead managing selling agent for the offering. “As pioneers in Regulation A+ and the JOBS Act for years, having developed a methodology that allows companies to reach a diverse audience of investors and trade on a National Securities Exchange, we are thrilled to be a part of this historic moment for Sky Quarry. Companies that utilize Regulation A+ for their initial capital raises can graduate to National Securities Exchanges to access the capital markets while providing liquidity to the initial supporters and investors,” said Mark Elenowitz, Managing Director of Digital Offering.
About Sky Quarry Inc.
Sky Quarry Inc. and its subsidiaries are, collectively, an oil production, refining, and a development-stage environmental remediation company formed to deploy technologies to facilitate the recycling of waste asphalt shingles and remediation of oil-saturated sands and soils. Our waste-to-energy mission is to repurpose and upcycle millions of tons of asphalt shingle waste, diverting them from landfills. By doing so, we can contribute to improved waste management, promote resource efficiency, conserve natural resources, and reduce environmental impact. For more information, please visit www.skyquarry.com.
Forward-Looking Statements
This press release may include ''forward-looking statements.'' All statements pertaining to our future financial and/or operating results, future events, or future developments may constitute forward-looking statements. The statements may be identified by words such as “expect,” “look forward to,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” “will,” “project,” or words of similar meaning. Such statements are based on the current expectations and certain assumptions of our management, of which many are beyond control. These are subject to a number of risks, uncertainties, and factors, including but not limited to those described in disclosures. Should one or more of these risks or uncertainties materialize, or should underlying expectations not occur or assumptions prove incorrect, actual results, performance, or our achievements may (negatively or positively) vary materially from those described explicitly or implicitly in the relevant forward-looking statement. We neither intend, nor assume any obligation, to update or revise these forward-looking statements in light of developments which differ from those anticipated. You are urged to carefully review and consider any cautionary statements and other disclosures, including the statements made under the heading "Risk Factors" and elsewhere in the offering statement filed with the SEC. Forward-looking statements speak only as of the date of the document in which they are contained.
Investor Relations
Chris Tyson
Executive Vice President
MZ Group - MZ North America
949-491-8235
SKYQ@mzgroup.us
www.mzgroup.us
Company Website
https://investor.skyquarry.com/