Sky Quarry Inc 8-K, filed Apr 3, 2025
Sky Quarry Inc. (SKYQ)
About this 8-K
Sky Quarry Inc filed this 8-K on April 3, 2025.
Items reported
- Item 3.01: Delisting notice or listing transfer
- Item 3.02: Unregistered sale of equity
- Item 7.01: Regulation FD disclosure
- 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.
Section 3 - Securities and Trading Markets
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On March 28, 2025, the Company received a letter (the “Nasdaq Staff Deficiency Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, for the prior 30 consecutive business days, the bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2).
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days, or until September 24, 2025, to regain compliance. The letter states that the Nasdaq staff will provide written notification that the Company has achieved compliance with Rule 5550(a)(2) if at any time before September 24, 2025, the bid price of the Company’s common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days. The Nasdaq Staff Deficiency Letter has no immediate effect on the listing or trading of the Company’s common stock.
The Company intends to monitor the bid price of its common stock and consider available options if its common stock does not trade at a level likely to result in the Company regaining compliance with Nasdaq’s minimum bid price rule by September 24, 2025.
If the Company does not regain compliance with Rule 5550(a)(2) by September 24, 2025, the Company may be eligible for an additional 180 calendar day period to regain compliance. To qualify, the Company would be required to provide written notice to Nasdaq of its intent to cure the deficiency during the second compliance period, for example by effecting a reverse stock split, if necessary. However, if it appears to the Nasdaq staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq would notify the Company that its securities would be subject to delisting. In the event of such a notification, the Company may appeal the Nasdaq staff’s determination to delist its securities. There can be no assurance that the Company will be eligible for the additional 180 calendar day compliance period, if applicable, or that the Nasdaq staff would grant the Company’s request for continued listing subsequent to any delisting notification.
Item 7.01 Regulation FD Disclosure.
On April 1, 2025, the Company issued a press release announcing its financial results for the three and twelve month periods ended December 31, 2024. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.
The information in Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section or incorporated by reference in 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 a filing.
Section 9 – Financial Statements and Exhibits.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits
99.1Press release dated April 1, 2025
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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 hereunto duly authorized.
| Sky Quarry Inc. |
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Dated: April 3, 2025 | By: /s/David Sealock |
| Name:David Sealock |
| Title:Chief Executive Officer |
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Sky Quarry Reports 4th Quarter and Fiscal Year 2024 Financial Results
Woods Cross, UT – April 1, 2025 – Sky Quarry Inc. (NASDAQ: SKYQ) ("Sky Quarry" or "the Company"), an integrated energy solutions company committed to revolutionizing the waste asphalt shingle recycling industry, has reported its financial and operational results for the fourth quarter and fiscal year ended December 31, 2024.
Key Financial and Operational Highlights
·Q4 2024 Revenue of $4.2 million and $23.3 million for the year ended December 31, 2024.
·Announced the signing of pivotal LOI with RB Residential Roofing, marking the start of a collaboration that targets integrating eco-friendly solutions into roofing services and helping Sky Quarry scale operations nationwide through the roofing company’s multiple locations.
·Announced appointment of respected finance leader Leo Womack to the Company’s Board of Directors. He will also serve on the Audit and Nominating Committee and chair the Compensation Committee.
·Announced the completion of its 2024 capital expenditure program for its flagship hydrocarbon extraction site, PR Spring.
·Announced a national rollout plan for modular extraction facilities to expand the reach and scalability of the Company’s proprietary technology.
·Announced the appointment of energy industry veteran Todd Palin to the Company’s Board of Directors.
David Sealock, Chairman & Chief Executive Officer of Sky Quarry, reflected on a transformative year for the company:
“2024 was a significant year for our company. Sky Quarry achieved several key milestones in 2024, including our NASDAQ listing for our shareholders, continued and steady revenue at our Foreland Refinery, and a stepwise capital investment program to keep our PR Spring and Asphalt Shingle Recycling (ASR) portfolios moving forward,” he said. “We believe that we are positioned to grow production and increase revenues with our portfolio expansion projects. These portfolio expansion opportunities focus on capitalizing on market shifts, strategic partnerships, and resource optimization. The primary opportunities are in the expansion of refining capacity, partnerships for sustainable asphalt shingle recycling, and the potential for strategic growth to aggressively increase our revenue.
Looking ahead, we remain laser-focused on optimizing our asset base with the successful completion of our 2024 capital expenditure program at PR Spring and the recent refurbishment of our Foreland Refinery in anticipation of increased capacity in 2025. We are actively working towards expanding our national footprint through our recent LOI with RB Residential Roofing and advancing the national rollout of our Asphalt Shingle Recycling (“ASR”) modular extraction facilities, beginning with the deployment of our first facility in the 2025 fiscal year. Together, we believe that these initiatives set the stage for meaningful revenue growth, broader market reach, and long-term value creation for our shareholders.
This quarter, we entered into a pivotal LOI with RB Residential Roofing with the goal of entering into an agreement to secure a steady supply of post-consumer shingles, ensuring a steady supply of feedstock for our recycling operations. We believe that a partnership with RB Residential Roofing will generate consistent tipping fee revenue and accelerate Sky Quarry’s national expansion by leveraging RB’s extensive network of locations. By transforming waste into recycled content for new products, we believe entering into an agreement with RB Residential Roofing will not only support our mission to build a circular economy but also position Sky Quarry at the forefront of sustainable innovation in the roofing industry, helping to drive broader industry adoption.
In the 2025 fiscal year, we anticipate completing the build-out of our first Asphalt Shingle Recycling (“ASR”) Facility. Designed as a modular, scalable system, the facility will recover valuable components such as bitumen, granules, aggregate, limestone, and fiberglass. The first front-end module has already been fabricated, with two additional modules planned for deployment later in the year. We are currently evaluating two potential sites for the initial rollout, based on waste volume and proximity to industry partners. These facilities are expected to generate multiple revenue streams from tipping fees, recycled material sales, and byproduct recovery, contributing to meaningful top-line growth as deployment accelerates.
Operationally, we expect to begin refining blended sustainable oil in 2025, with plans to ramp up production at our Nevada-based Foreland Refinery, which has a processing capacity of up to 5,000 barrels per day. This comes at a critical time, as we anticipate a growing fuel supply crisis in the Western U.S., driven by California refinery shutdowns, tightening regulations, and potential import tariffs that threaten supply stability.
Foreland has served as a strategic energy asset in Nevada for over two decades, and we believe it is well-positioned to enhance regional fuel security. Once heavy oil sourced from our Utah-based PR Spring facility, produced from recycled asphalt shingles, is integrated at the Foreland refinery, we can not only expand our sustainable product offerings but also reinforce our presence in the energy sector. With broadened capabilities and strategic positioning, we anticipate stronger revenue and improved cash flow in the coming quarters.
In conclusion, we recently welcomed Leo Womack and Todd Palin to our Board of Directors. Mr. Womack brings significant strategic, business, and financial expertise, while Mr. Palin’s operational experience will be instrumental as Sky Quarry ramps up production at our Nevada refinery. Both additions strengthen our leadership team as we enter our next phase of growth in 2025.”
Fourth Quarter and Fiscal Year 2024 Financial Results
Revenues for the year ended December 31, 2024, totaled $23.3 million, a decrease of 54% compared to $50.7 million in 2023. This decline was primarily driven by a combination of lower WTI oil prices and the refurbishment of the Company’s Foreland Refinery.
Gross profit for the year was a loss of $1.4 million, representing a gross margin of (6.0)%, compared to a gross profit of $2.3 million, or 4.6% of revenues, in the prior year.
Total operating expenses increased to $6.1 million in 2024, up from $3.7 million in 2023, reflecting an increase of $2.4 million year-over-year.
As a result, the Company reported a net loss of $14.7 million for the year ended December 31, 2024, compared to a net loss of $4.4 million in 2023.
About Sky Quarry Inc.
Sky Quarry Inc. (NASDAQ:SKYQ) 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 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 our control. These are subject to a number of risks, uncertainties, and factors, including but not limited to those described in our 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 the Company’s other disclosures, including the statements made under the heading "Risk Factors" and elsewhere in the Company’s Form 10-K as filed with the SEC on March 31, 2025. Forward-looking statements speak only as of the date of the document in which they are contained.
Investor Relations
Jennifer Standley
Director of Investor Relations
Ir@skyquarry.com
Company Website
www.skyquarry.com
Sky Quarry Inc.
Consolidated Balance Sheets
As of December 31, 2024 and December 31, 2023
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
| $385,116 |
| $326,822 |
Accounts receivables |
| 1,123,897 |
| 3,517,469 |
Prepaid expenses and other assets |
| 339,124 |
| 114,387 |
Inventory |
| 3,149,236 |
| 2,437,181 |
Total current assets |
| 4,997,373 |
| 6,395,859 |
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Property, plant, and equipment, net |
| 6,160,318 |
| 6,287,351 |
Oil and gas properties |
| 8,534,967 |
| 7,745,205 |
Restricted cash and cash equivalents |
| 2,929,797 |
| 4,354,014 |
Right-of-use asset |
| 1,115,785 |
| 184,548 |
Goodwill |
| 3,209,003 |
| 3,209,003 |
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Total assets |
| $26,947,243 |
| $28,175,980 |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable and accrued expenses |
| $4,046,319 |
| $4,904,121 |
Current portion of operating lease liability |
| 38,422 |
| 69,777 |
Current portion of finance lease liability |
| 16,120 |
| - |
Warrant liability |
| 459,067 |
| - |
Lines of credit |
| 1,260,727 |
| 3,061,698 |
Current maturities of notes payable |
| 6,578,017 |
| 4,835,567 |
Total current liabilities |
| 12,398,672 |
| 12,871,163 |
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Notes payable, less current maturities, net of debt issuance costs |
| 2,000,560 |
| 2,100,514 |
Operating lease liability, net of current portion |
| 77,824 |
| 116,246 |
Finance lease liability, net of current portion |
| 971,690 |
| - |
Total liabilities |
| 15,448,746 |
| 15,087,923 |
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Commitments and contingencies |
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Shareholders’ Equity: |
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Preferred stock $0.001 par value: 25,000,000 shares authorized; 0 and 246,000 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively |
| - |
| 246 |
Common stock $0.0001 par value: 100,000,000 shares authorized: 19,027,208 and 16,323,091 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively |
| 1,903 |
| 1,630 |
Additional paid in capital |
| 35,674,391 |
| 22,527,264 |
Accumulated other comprehensive loss |
| (209,708) |
| (201,505) |
Accumulated deficit |
| (23,968,089) |
| (9,239,578) |
Total shareholders’ equity |
| 11,498,497 |
| 13,088,057 |
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Total liabilities and shareholders’ equity |
| $26,947,243 |
| $28,175,980 |
Sky Quarry Inc.
Consolidated Statements of Operations and Comprehensive Loss
For the Years Ended December 31, 2024 and 2023
Sky Quarry Inc.
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2024 and 2023
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net loss |
| $(14,728,511) |
| $(4,436,472) |
Adjustments to reconcile net loss to cash and restricted cash and cash equivalents used in operating activities: |
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Share based compensation |
| 632,205 |
| 634,783 |
Depreciation and amortization |
| 793,449 |
| 564,639 |
Amortization of debt issuance costs |
| 4,465,636 |
| 2,568,523 |
Amortization of right-of-use asset |
| 90,990 |
| 37,925 |
Loss on issuance of warrants |
| 1,936,937 |
| - |
Gain on revaluation of warrant liabilities |
| (1,477,870) |
| - |
Loss on extinguishment of debt |
| 241,311 |
| 205,425 |
Loss (gain) on sale of assets |
| 25,075 |
| (564,811) |
Changes in operating assets and liabilities: |
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Accounts receivable |
| 2,393,572 |
| 719,595 |
Prepaid expenses and other assets |
| (224,738) |
| 155,114 |
Inventory |
| (712,055) |
| 1,004,383 |
Accounts payable and accrued expenses |
| (857,802) |
| (1,040,860) |
Operating lease liability |
| (69,777) |
| (36,450) |
Deferred tax benefit |
| - |
| (187,856) |
Net cash and restricted cash and cash equivalents used in operating activities |
| (7,491,578) |
| (376,062) |
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CASH FLOWS FROM INVESTING ACTIVITIES |
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Proceeds from sale of assets |
| - |
| 961,400 |
Purchase of property, plant, and equipment |
| (691,491) |
| (1,028,781) |
Purchase of oil and gas development assets |
| (789,762) |
| (664,556) |
Net cash and restricted cash and cash equivalents used in investing activities |
| (1,481,253) |
| (731,937) |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Proceeds on lines of credit |
| 36,645,980 |
| 61,499,106 |
Payments on lines of credit |
| (38,446,951) |
| (58,437,408) |
Proceeds from note payable |
| 19,483,052 |
| 17,721,772 |
Payments on note payable |
| (17,032,995) |
| (12,905,339) |
Debt discount on note payable |
| (2,546,660) |
| (3,588,539) |
Payments on finance leases |
| (34,417) |
| - |
Proceeds on issuance of preferred stock |
| 308,000 |
| 614,804 |
Preferred stock offering costs |
| (40,874) |
| (474,681) |
Proceeds on issuance of common stock |
| 11,341,641 |
| 28,739 |
Common stock offering costs |
| (2,061,665) |
| - |
Net cash and restricted cash and cash equivalents generated by financing activities |
| 7,615,111 |
| 4,458,454 |
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Effect of exchange rate on cash |
| (8,203) |
| (24,185) |
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Increase (decrease) in cash and restricted cash and cash equivalents |
| (1,365,923) |
| 3,326,270 |
Cash and cash equivalents and restricted cash, beginning of the period |
| 4,680,836 |
| 1,354,566 |
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Cash and restricted cash and cash equivalents, end of the period |
| $3,314,913 |
| $4,680,836 |