Filing Analysis
Sky Quarry Inc. announced the appointment of Heidi C. Bowman as Chief Financial Officer, effective August 18, 2026. Ms. Bowman is a seasoned finance executive with extensive experience in private equity and various industrial sectors.
📋 Key Facts
- Heidi C. Bowman appointed as CFO effective August 18, 2026.
- Ms. Bowman previously served as CFO of Hillair Capital (May 2010 – December 2025).
- Base salary is set at $18,500 per month.
- Compensation includes eligibility for quarterly bonuses in cash, equity, or both.
- Employment is at-will with a 30-day notice period for termination.
Sky Quarry Inc. announced the successful completion of its At-The-Market (ATM) equity offering program, having sold the full aggregate amount available under its prospectus supplement. The company raised approximately $13.5 million in net proceeds through sales via Cantor Fitzgerald and Muriel Siebert & Co.
🚩 Red Flags
- The company recently underwent a 1-for-8 reverse stock split (March 15, 2026), which is often a sign of low share price management.
- Heavy reliance on ATM offerings to generate liquidity can lead to significant shareholder dilution.
📋 Key Facts
- Total shares issued under ATM Program: ~4,408,137 shares (adjusted for reverse split).
- Total aggregate net proceeds: ~$13,528,940.
- Proceeds from Cantor Fitzgerald & Co. sales: ~$1,306,941 (52,485 shares).
- Proceeds from Muriel Siebert & Co., LLC sales: ~$12,221,999 (4,355,652 shares).
- The ATM program was expanded via an Amended and Restated Sales Agreement on April 22, 2026, increasing the aggregate sale price to $12,600,000.
- A 1-for-8 reverse stock split occurred on March 15, 2026.
Sky Quarry Inc. announced a one-time discretionary cash award of $100,000 to Marcus Laun on July 15, 2026. The award recognizes his service in his multiple roles as President, interim CEO, and interim CFO.
🚩 Red Flags
- Concentration of power/risk: The individual receiving the bonus holds three key executive positions (President, interim CEO, and interim CFO), indicating potential management instability or a lack of permanent leadership structure.
📋 Key Facts
- Board approved a one-time, discretionary cash award of $100,000 for Marcus Laun.
- The payment is a lump-sum cash amount outside of the annual incentive compensation program.
- Marcus Laun currently holds three roles: President, interim CEO, and interim CFO.
- The award was approved on July 15, 2026.
Sky Quarry Inc. has converted $3.985 million in merchant cash advance (MCA) obligations into a new promissory note with Libertas Funding LLC, featuring an 8% interest rate and escalating weekly payments. Notably, the Interim CEO/CFO Marcus Laun provided a personal guarantee for this debt, which the company has agreed to indemnify.
🚩 Red Flags
- Related-party transaction: The Interim CEO, CFO, and President (Marcus Laun) provided a personal guarantee for company debt.
- Indemnification risk: The Company is obligated to reimburse the CEO for any losses incurred under his personal guarantee, creating potential conflict of interest and cash drain.
- Restrictive covenants: Libertas maintains control over material asset sales and future receivables/inventory financing.
- Debt restructuring: Conversion of MCA obligations often indicates liquidity pressure or difficulty meeting original terms.
📋 Key Facts
- Converted $3,985,000 in MCA obligations (Libertas #4, #5, #6, and #7) into a single promissory note.
- The new Note bears an 8% annual non-compounding interest rate.
- Repayment structure involves escalating weekly payments until principal and interest are satisfied.
- Interim CEO Marcus Laun provided a personal guarantee for the $3.985M obligation.
- The Company agreed to indemnify Mr. Laun and reimburse him at 8% interest if he makes any payments under the guarantee.
- Libertas retains security interests/liens on existing collateral; Company is restricted from selling material assets or pledging receivables without Libertas's consent.
Sky Quarry Inc. issued a total of 1,469,954 shares of common stock to LendSpark Corporation to settle debts owed by the company's subsidiary and to cover settlement fees.
🚩 Red Flags
- Significant equity dilution: The issuance of nearly 1.5 million shares represents a substantial portion of common stock for a micro-cap company.
- Debt settlement via equity: Using common stock to settle subsidiary debt can indicate liquidity constraints or a preference for preserving cash at the expense of existing shareholders.
- Complex settlement structure involving subsidiaries and multiple tranches of shares.
📋 Key Facts
- Issued 699,977 'Initial Shares' on December 11, 2025, pursuant to a Settlement Agreement dated December 1, 2025.
- The issuance settles $491,384.00 owed by wholly-owned subsidiary Foreland Refining Corporation to LendSpark Corp.
- LendSpark is entitled to an additional 699,977 'Additional Shares' as full settlement of all amounts due under the agreement.
- Issued 70,000 shares to LendSpark for fees related to the settlement.
- All shares were issued pursuant to Section 3(a)(10) of the Securities Act.
Sky Quarry Inc. announced the appointment of three new independent directors to its Board of Directors: Robert Byrne, Alexander Monje, and Omar Hussein. The appointments fill vacancies created by a board size increase in August 2025.
📋 Key Facts
- Three new independent directors appointed on November 21, 2025: Robert Byrne, Alexander Monje, and Omar Hussein.
- The appointments fill vacancies resulting from a board expansion in August 2025.
- Robert Byrne brings expertise in restructuring, capital markets, and debt workouts.
- Alexander Monje is Partner/CLO of 10X Capital with experience in SPACs (Digital World Acquisition Corp).
- Omar Hussein is Co-Founder/CSO of ConvergeFi with a background as CFO for companies preparing for IPOs.
- New directors are eligible for the Company’s standard non-employee director compensation program.
Sky Quarry Inc. held its Annual Meeting of Stockholders on November 4, 2025, where shareholders approved several significant structural changes, including a massive increase in authorized shares and authorization for the Board to execute a reverse stock split.
🚩 Red Flags
- Authorization of a reverse stock split (often used to combat low share prices or meet exchange listing requirements).
- Massive increase in authorized shares (from 100M to 2B), which significantly increases the potential for future dilution.
- The combination of massive share authorization and reverse split capability is a classic micro-cap red flag indicating upcoming capital raises or delisting avoidance maneuvers.
📋 Key Facts
- Stockholders approved an amendment to increase authorized common stock from 100,000,000 to 2,000,000,000 shares (a 20x increase).
- Stockholders authorized the Board of Directors to implement a reverse stock split with a ratio between 1-for-2 and 1-for-25.
- The Board has until April 30, 2027, to determine the exact ratio for the potential reverse split.
- The 2020 Stock Plan was amended to increase authorized shares from 1,666,667 to 4,000,000.
- Tanner LLC was ratified as the independent registered public accounting firm for fiscal year 2025.
Sky Quarry Inc.'s subsidiary, Foreland Refining Corporation, is conducting a Regulation Crowdfunding (Reg CF) offering of Series A 10% Redeemable Preferred Stock. The offering aims to raise up to $1,235,000, with $416,700 raised as of October 1, 2025.
🚩 Red Flags
- High cost of capital: The combination of a 10% dividend and a per-barrel royalty (capped at 25% total) represents significant cash leakage from the subsidiary to preferred holders.
- Liquidation preference/Redemption risk: The company has mandatory redemption obligations that could strain liquidity in years 4 or 5.
📋 Key Facts
- Subsidiary Foreland Refining Corporation is issuing Series A 10% Redeemable Preferred Stock via Reg CF.
- Total offering size: up to $1,235,000 at $100.00 per share.
- Aggregate proceeds raised to date (as of Oct 1, 2025): $416,700 from 4,167 shares.
- Preferred Stock carries a 10% annual cash dividend paid within 15 days of year-end.
- Includes a royalty payment of $0.75 per barrel of crude oil refined/sold, capped at a total 25% annual return (including the 10% dividend).
- The stock is non-convertible and has no voting rights.
- Automatic redemption occurs 5 years after issuance at liquidation preference.
Sky Quarry Inc. has received a second 180-day extension from Nasdaq to regain compliance with the minimum $1.00 bid price requirement. The company must maintain a $1.00 closing price for at least ten consecutive business days before March 23, 2026, to avoid delisting.
🚩 Red Flags
- Repeated failure to meet minimum bid price requirement (this is a second extension).
- Imminent threat of delisting if compliance is not achieved by March 23, 2026.
- Historical context: The company was already in non-compliance since at least March 28, 2025.
📋 Key Facts
- Received written notification from Nasdaq on September 25, 2025.
- Granted an additional 180-day compliance period ending March 23, 2026.
- The deficiency is a violation of Nasdaq Listing Rule 5550(a)(2) regarding the Minimum Bid Price Requirement.
- Company met other continued listing requirements including market value of publicly held shares.
Sky Quarry Inc. announced the resignation of David Sealock from its Board of Directors, effective September 10, 2025.
📋 Key Facts
- David Sealock resigned from the Board of Directors on September 10, 2025.
- The resignation was tendered to and accepted by the Company.
- The filing was made on September 16, 2025.
Sky Quarry Inc. announced the termination of its CEO, Mr. Sealock, for cause on August 28, 2025. Simultaneously, the company issued a $175,000 convertible note to Varie Asset Management LLC and appointed President Marcus Laun as Interim CEO.
🚩 Red Flags
- CEO termination 'for cause' is a significant governance red flag often indicating internal misconduct or severe performance issues.
- Immediate issuance of convertible debt ($175k) following CEO termination suggests urgent liquidity needs.
- The presence of a conversion floor price ($0.40) and low conversion price relative to typical micro-cap volatility indicates potential dilution risk for existing shareholders.
📋 Key Facts
- CEO Mr. Sealock was terminated 'for cause' on August 28, 2025.
- Marcus Laun (President/Interim CFO) appointed as Interim CEO effective August 28, 2025.
- Issued a $175,000 Convertible Note to Varie Asset Management LLC on August 29, 2025.
- Convertible Note matures August 29, 2027, with 14% annual interest.
- Conversion price is $0.48 per share with a floor price of $0.40 per share.
- Issued a warrant to Varie for up to 70,000 shares at an exercise price of $0.48 per share.
Sky Quarry Inc. announced the resignation of its Chief Financial Officer, Darryl Delwo, effective August 4, 2025.
🚩 Red Flags
- Sudden departure of a key executive (CFO) can sometimes precede financial instability or disagreements over accounting practices, though no specific reason for departure was provided in this filing.
📋 Key Facts
- Darryl Delwo resigned from his position as CFO on August 4, 2025.
- The company is an emerging growth company.
- The filing was signed by Marcus Laun, Executive Vice President.
Sky Quarry Inc. announced a $1,000,000 secured promissory note issued by its subsidiary to KF Business Ventures, LP, accompanied by significant equity issuance including 500,000 shares and warrants for 2,000,000 shares. The debt carries an extremely high interest rate of 30% per annum and matures in only four months.
🚩 Red Flags
- Extremely high interest rate (30%) suggests urgent need for capital or high perceived risk by lender.
- Very short maturity date (November 24, 2025) creates significant immediate liquidity/refinancing risk.
- Significant potential dilution: Issuance of 500k shares plus warrants for 2M shares represents a large portion of float for a micro-cap.
- Security Agreement and Guaranty Agreement indicate the debt is secured by assets and backed by the parent company.
📋 Key Facts
- Subsidiary Foreland Refining Corporation issued a $1,000,000 secured promissory note to KF Business Ventures, LP on July 24, 2025.
- The Note carries a high interest rate of 30% per annum.
- The Note matures on November 24, 2025 (short-term maturity).
- Company issued 500,000 shares of common stock to KFBV as part of the deal.
- Warrants were issued for up to 2,000,000 shares at an exercise price of $0.70 per share.
- The Company extended the term of all previous warrants issued to KFBV until July 24, 2029.
Sky Quarry Inc. issued a press release regarding a Regulation Crowdfunding offering being conducted through its wholly-owned subsidiary, Foreland Refining Corporation.
🚩 Red Flags
- Use of Regulation Crowdfunding (Reg CF) often indicates a need for capital that may not be accessible through traditional institutional equity markets.
📋 Key Facts
- The company is utilizing a Regulation Crowdfunding offering via its subsidiary, Foreland Refining Corporation.
- The announcement was made via press release on July 23, 2025.
- The filing includes the press release as Exhibit 99.1.
Sky Quarry Inc. issued a press release regarding the formation of an internal committee to explore a targeted digital asset strategy to complement its existing business model.
🚩 Red Flags
- None identified in this specific filing.
📋 Key Facts
- Formation of an internal committee on July 15, 2025.
- The committee's purpose is to explore how a digital asset strategy can enhance the current business model.
- The filing is made under Item 7.01 (Regulation FD Disclosure) and does not constitute 'filed' information for liability purposes.
Sky Quarry Inc. entered into a $8.125 million equity line of credit (purchase agreement) with Varie Asset Management LLC, allowing the company to sell common stock over a 24-month period at a significant discount to market price.
🚩 Red Flags
- Highly dilutive financing structure (equity line of credit).
- Significant discount pricing (97% of market/average) incentivizes downward pressure on stock price.
- Fixed monthly fee ($12,000/month) creates a continuous cash drain regardless of whether shares are sold.
- Potential for 'death spiral' mechanics due to the floating price and significant discounts.
📋 Key Facts
- Total commitment: Up to $8.125 million in common stock.
- Counterparty: Varie Asset Management LLC (Nevada LLC).
- Pricing mechanism: 97% of the lower of the current sale price or the 3-day average, with a floor of $0.62 per share.
- Term: 24-month period following the effectiveness of a registration statement.
- Monthly fee: The Company must pay Varie $12,000 per month starting from the Commencement Date.
- Upfront consideration: Issued 366,260 shares to Varie as consideration for the commitment.
Sky Quarry Inc. issued 1,162,087 shares of common stock to Allegheny Manufacturing LLC on April 3, 2025, to settle outstanding invoices and fees.
🚩 Red Flags
- Debt-for-equity swap indicates potential liquidity constraints or cash flow issues.
- Use of equity to settle operational invoices (accounts payable) is a common sign of working capital stress.
📋 Key Facts
- Date of event: April 3, 2025
- Total shares issued: 1,162,087 common stock shares
- Settlement amount: $567,943.66 in outstanding invoices
- Additional shares issued: 37,000 shares for fees incurred by Allegheny Manufacturing LLC
- Issuance method: Pursuant to Section 3(a)(10) of the Securities Act
Sky Quarry Inc. received a deficiency notice from Nasdaq because its common stock bid price has fallen below the $1.00 minimum requirement for 30 consecutive business days. The company has until September 24, 2025, to regain compliance through a sustained price increase or potentially via a reverse stock split.
🚩 Red Flags
- Delisting notice (Nasdaq non-compliance)
- Potential for mandatory reverse stock split to maintain listing
- Stock price has been below $1.00 for at least 30 consecutive business days
📋 Key Facts
- Received Nasdaq Staff Deficiency Letter on March 28, 2025.
- Violation of Nasdaq Listing Rule 5550(a)(2) regarding the $1.00 minimum bid price requirement.
- Initial compliance period granted until September 24, 2025.
- To regain compliance, stock must close at or above $1.00 for 10 consecutive business days.
- The company may need to effect a reverse stock split to qualify for an additional 180-day compliance period if the initial period fails.
Sky Quarry Inc. announced the appointment of Todd Mitchell Palin to its Board of Directors, effective February 25, 2025. The appointment includes a compensation package consisting of 83,334 restricted shares vesting over twelve months.
📋 Key Facts
- Todd Mitchell Palin appointed to the Board of Directors on February 25, 2025.
- Compensation: 83,334 restricted shares of common stock.
- Vesting Schedule: Shares vest equally over a twelve-month period subject to continued service.
- Background: Former production facility operator for British Petroleum (Prudhoe Bay oil field) and commercial fisherman.
Sky Quarry Inc. announced the appointment of Leo B. Womack to its Board of Directors and various committees, effective January 10, 2025. The company also adopted amended and restated bylaws on January 9, 2025.
🚩 Red Flags
- Reduction of notice period for special meetings of directors to 24 hours (potential governance concern regarding rapid decision-making).
📋 Key Facts
- Leo B. Womack appointed to the Board of Directors on Jan 10, 2025.
- Womack will serve on the audit, nominating/corporate governance, and compensation committees; he will chair the compensation committee.
- The company issued 83,334 restricted shares to Mr. Womack, vesting equally over a 12-month period subject to continued service.
- Board adopted Amended and Restated Bylaws on Jan 9, 2025.
- Bylaw changes include new procedures for stockholder proposals/nominations, shift from majority to plurality voting for directors, and reduction of notice for special meetings from 3 business days to 24 hours.
Sky Quarry Inc. issued a $1.2 million secured convertible promissory note to KF Business Ventures, LP (KFBV) on December 2, 2024. The deal includes warrants and an advisory agreement with the same entity, featuring high-interest rates and short-term maturity.
🚩 Red Flags
- High interest rate of 1.5% per month (18% APR) suggests distressed financing terms.
- Extremely short maturity date (March 2, 2025) creates immediate liquidity/refinancing risk.
- Potential for significant dilution due to convertible note and warrants at $0.84.
- Related-party/Insider potential: The advisory agreement with the lender (KFBV) creates a conflict of interest where the lender is also being paid in equity.
📋 Key Facts
- Issued a $1,200,000 secured promissory note to KF Business Ventures, LP (KFBV) on Dec 2, 2024.
- Note converts at $0.84 per share; interest rate is 1.5% per month (18% annualized).
- Note matures in less than three months on March 2, 2025.
- Issued warrants for up to 1,200,000 shares at an exercise price of $0.84 per share.
- Entered into a 6-month advisory agreement with KFBV at $21,000/month (half cash, half stock).
- Security for the note is held by wholly-owned subsidiary 2020 Resources LLC.
Sky Quarry Inc. completed a Regulation A best-efforts offering, selling 1,118,005 shares at $6.00 per share for gross proceeds of approximately $6.7 million. The company's common stock also commenced trading on the Nasdaq Capital Market under the symbol 'SKYQ'.
🚩 Red Flags
- Best-efforts offering structure: The agent is under no obligation to purchase the shares, meaning the company may not reach its full funding target.
- Dilution risk: Issuance of warrants (2.3% of total shares sold) and significant new share issuance.
📋 Key Facts
- Completed a best-efforts offering of up to 3,333,333 shares via Digital Offering, LLC.
- Sold 1,118,005 shares at $6.00 per share on October 9, 2024.
- Gross proceeds from the completed portion totaled $6,708,030 before commissions and expenses.
- Digital Offering, LLC to receive a 7.5% commission and warrants for 2.3% of shares sold at an exercise price of $7.50 per share.
- Common stock began trading on Nasdaq Capital Market (SKYQ) on October 10, 2024.
- CFO Darryl Delwo appointed as Corporate Secretary on October 8, 2024.