Sky Quarry Inc. Files 8-K: Material Agreement, Officer Changes

TL;DR

Sky Quarry Inc. inked a big deal and shuffled execs/board on Oct 8th.

AI Summary

Sky Quarry Inc. announced on October 10, 2024, that it entered into a material definitive agreement on October 8, 2024. The filing also disclosed the departure of directors or certain officers, the election of directors, and the appointment of certain officers, along with compensatory arrangements for these officers. Additionally, the company provided a Regulation FD disclosure and reported other events.

Why It Matters

This 8-K filing indicates significant corporate actions, including a new material agreement and changes in leadership, which could impact the company's strategic direction and operational stability.

Risk Assessment

Risk Level: medium — Material definitive agreements and changes in officers/directors can introduce uncertainty and potential shifts in strategy, warranting a medium risk assessment.

Key Players & Entities

• Sky Quarry Inc. (company) — Registrant
• October 10, 2024 (date) — Report Date
• October 8, 2024 (date) — Earliest Event Reported
• Delaware (jurisdiction) — State of Incorporation
• 707 W. 700 South, Suite 1 (address) — Business Address
• Woods Cross, UT 84087 (address) — Business Address City/State/Zip

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 SKYQ Nasdaq Capital Market Indicate
• $6.00 — the " Shares "), at a purchase price of $6.00 per share (the " Purchase Price "), thr
• $7.50 — in the Offering at an exercise price of $7.50 per share. The Company will reimburse D
• $75,000 — cumented legal costs up to a maximum of $75,000. Digital Offering acted on a "reasonab
• $6,708,030, b — esulting in aggregate gross proceeds of $6,708,030, before deducting Agent commissions and ot

Filing Documents

• skyq-20241010.htm (8-K) — 27KB
• sqi_ex99z1.htm (EX-99.1) — 7KB
• sqiex99z1_1.jpg (GRAPHIC) — 18KB
• 0001096906-24-001985.txt ( ) — 193KB
• skyq-20241010_def.xml (EX-101.DEF) — 2KB
• skyq-20241010_lab.xml (EX-101.LAB) — 20KB
• skyq-20241010_pre.xml (EX-101.PRE) — 13KB
• skyq-20241010.xsd (EX-101.SCH) — 2KB
• skyq-20241010_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

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

01 Regulation FD Disclosure

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

01 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.

01 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

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

View Full Filing

View this 8-K filing on SEC EDGAR