SKY QUARRY INC. - Form 10-K/A SEC filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Amendment No. 2)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the year ended December 31, 2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 001-42296

SKY QUARRY INC.

(Exact name of registrant as specified in its charter)

Delaware		84-1803091
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

707 W 700 S., Suite 101 Woods Cross, UT		84087
(Address of Principal Executive Offices)		(Zip Code)

(424) 394-1090

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§232.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10K. Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☐	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the registrant’s common stock held by non-affiliates computed by reference to the price at which the common stock was last sold as of October 10, 2024 was $58,964,645

The number of shares of the registrant’s common stock outstanding as of March 31, 2025 was 19,986,338.

DOCUMENTS INCORPORATED BY REFERENCE

The Annual Report on Form 10-K and Amendment No.1 to Annual Report on Form 10-K/A filed by Sky Quarry Inc. with the United States Securities and Exchange Commission on March 31, 2025 and April 21, 2025, respectively, is hereby incorporated by reference in its entirety (including into Parts I, II, and III).

EXPLANATORY NOTE

Sky Quarry Inc. (the “Company”) is filing this Amendment No. 2 on Form 10-K/A for the year ended December 31, 2024, solely to file the Company’s “Description of Securities” as Exhibit 4.1 and the Company’s 2020 Stock Plan, as amended, as Exhibit 10.1. No other changes have been made to the Company’s Annual Report on Form 10-K that was originally filed with the United States Securities and Exchange Commission on March 31, 2025 (the “Original 10-K”), or amendment No. 1 to the Original 10-K filed with the United States Securities and Exchange Commission on April 21, 2025 (“10-K/A”), and the Original 10-K and 10-K/A are incorporated by reference herein.

Item 15. Exhibits, Financial Statement Schedules.

(a)(3) Exhibits:

The exhibits listed on the Exhibit Index (following the signatures section of this report) are included, or incorporated by reference, in this annual report.

(b) Exhibits:

See Item 15(a)(3) above.

Exhibit Number		Description
4.1		Description of Securities.
10.1		2020 Stock Plan, as amended
31.1		Certification of our Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of our Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of our Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of our Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on June 17, 2025.

SKY QUARRY INC.

SIGNATURE:

/s/ David Sealock
Name: David Sealock
Title: Chief Executive Officer and Director

In accordance with the Exchange Act, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated, on June 17, 2025.

Signatures		Capacity

/s/ David Sealock		Chief Executive Officer and Director
David Sealock

/s/ Darryl Delwo		Chief Financial Officer
Darryl Delwo

/s/ Marcus Laun		EVP and Director
Marcus Laun

/s/ Matthew Flemming		Director
Matthew Flemming

/s/ Leo Womack		Director
Leo Womack

/s/ Todd Palin		Director
Todd Palin

Amendment: SEC Form 10-K/A filed by Sky Quarry Inc.