Sky Quarry Inc 8-K, filed Nov 5, 2025
Sky Quarry Inc. (SKYQ)
About this 8-K
Sky Quarry Inc filed this 8-K on November 5, 2025.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
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:
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)) |
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 4, 2025, at the Company’s Annual Meeting of Stockholders (“Annual Meeting”), the Company’s stockholders approved an amendment to the certificate of incorporation whereby the authorized shares of common stock will be increased from 100,000,000 shares to 2,000,000,000 shares (See Item 5.07 below). All other provisions of the certificate of incorporation remain unchanged. The amendment to the certificate of incorporation was filed with the Secretary of State of the State of Delaware on November 5, 2025, to become effective immediately upon filing. A copy of the certificate of amendment is attached hereto as Exhibit 3.1.
Item 5.07. Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting on November 4, 2025. As of September 10, 2025, the record date for the Annual Meeting, 23,314,603 shares of common stock were issued and outstanding and entitled to vote. A total of 12,534,781 shares were represented in person or by proxy at the meeting, constituting a quorum.
At the Annual Meeting, the Company’s stockholders voted on the following proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September 17, 2025. The final voting results for each proposal are set forth below.
Proposal 1 – Election of Directors
Stockholders elected four directors to serve until the Company’s next annual meeting of stockholders or until their successors are duly elected and qualified. The results of the voting were as follows:
Nominee | Votes For | Withheld | Broker Non-Votes |
Marcus Laun | 6,261,019 | 3,422,821 | 2,850,941 |
Matthew Flemming | 6,272,400 | 3,411,440 | 2,850,941 |
Leo Womack | 6,262,393 | 3,421,447 | 2,850,941 |
Todd Palin | 6,259,116 | 3,424,724 | 2,850,941 |
Proposal 2 – Amendment to Certificate of Incorporation to Increase Authorized Common Stock
Stockholders approved an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock from 100,000,000 to 2,000,000,000 shares. The results of the voting were as follows:
Votes For: | 6,081,162 |
Votes Against: | 511,117 |
Abstain: | 3,333,551 |
Broker Non-Votes: | 2,608,951 |
Proposal 3 – Authorization for the Board to Effect a Reverse Stock Split
Stockholders approved a proposal authorizing the Company’s Board of Directors, in its discretion, to amend the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio of not less than 1-for-2 and not more than 1-for-25, with the exact ratio to be determined by the Board of Directors on or before April 30, 2027. The results of the voting were as follows:
Votes For: | 8,140,937 |
Votes Against: | 1,047,733 |
Abstain: | 3,346,111 |
Broker Non-Votes: | -0- |
Proposal 4 – Amendment to the 2020 Stock Plan
Stockholders approved an amendment to the Company’s 2020 Stock Plan to increase the number of shares of common stock authorized for issuance under the plan from 1,666,667 shares to 4,000,000 shares. The results of the voting were as follows:
Votes For: | 5,878,043 |
Votes Against: | 359,121 |
Abstain: | 3,446,675 |
Broker Non-Votes: | 2,850,942 |
Proposal 5 – Ratification of Appointment of Independent Registered Public Accounting Firm
Stockholders ratified the appointment of Tanner LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The results of the voting were as follows:
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Votes For: | 9,033,571 |
Votes Against: | 125,382 |
Abstain: | 3,375,828 |
Broker Non-Votes: | -0- |
Section 9 – Financial Statements and Exhibits.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits
3.1 |
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. |
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Dated: November 5, 2025 | By: /s/Marcus Laun |
| Name:Marcus Laun |
| Title:President |
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CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION
OF
SKY QUARRY INC.
Sky Quarry Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:
This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation's Certificate of Incorporation, as amended (the “Certificate of Incorporation”).
Article FOUR of the Certificate of Incorporation is hereby amended by deleting it in its entirety and substituting therefor:
“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”).”
All other provisions of the Certificate of Incorporation remain unchanged.
This Certificate of Amendment to the Certificate of Incorporation was approved by the board of directors at a special meeting of directors held on August 28, 2025 and by a majority of the shares voted at an annual meeting of stockholders on November 4, 2025, pursuant to the requirements of Section 242 of the Delaware General Corporation Law.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Certificate of Incorporation to be duly executed by its authorized officer as of the 5th day of November 2025.
SKY QUARRY INC. |
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By: | /s/ Marcus Laun |
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Name: Marcus Laun |
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Title: President |
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