UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October~~November 65, 2025 (~~October~~November 64, 2025)

SKY QUARRY INC.

(Exact name of registrant as specified in its charter)

Delaware	001-42296	84-1803091
(State or other	(Commission	(I.R.S. Employer
jurisdiction of incorporation)	File Number)	Identification No.)

707 W. 700 South, Suite 1 Woods Cross, UT 84087 (Address of principal executive offices) (zip code)

(424) 394-1090 (Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

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)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	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~~Item 85.03. -Amendments ~~Other~~to ~~Events~~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 85.0107 ~~Other~~below). All ~~Events~~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.

InItem July 2025, the Company’s wholly-owned subsidiary, Foreland Refining Corporation (“Foreland”), commenced an offering of its Series A 10% Redeemable Preferred Stock (“Preferred Stock”) pursuant to Regulation C (“Reg CF Offering”)5. ~~On October 1, 2025, Foreland completed the sale of 1,182 shares of Preferred Stock for aggregate proceeds to date from the Reg CF Offering of $416,700 from the sale of 4,167 shares of Preferred Stock~~07. ~~Foreland~~ ~~intends~~Submission ~~to continue to sell shares~~ of ~~its~~Matters ~~Preferred Stock pursuant~~ to ~~the~~a ~~terms~~Vote of ~~the~~Security ~~Reg CF Offering.~~Holders

~~Pursuant~~The toCompany ~~the~~held ~~terms~~its ofAnnual ~~the~~Meeting ~~Reg~~on CFNovember ~~Offering~~4, ~~Foreland~~2025. isAs ~~offering~~of upSeptember to10, $12025,~~235~~ the record date for the Annual Meeting,~~000~~ 23,314,603 shares of ~~its~~common ~~Preferred~~stock ~~Stock~~were atissued aand ~~price~~outstanding ofand ~~$100.00~~entitled ~~per~~to ~~share~~vote. ~~The~~ ~~material~~A ~~terms~~total of ~~the~~12,534,781 ~~Preferred~~shares ~~Stock~~were ~~are~~represented ~~set~~in ~~forth~~person ~~below:~~or by proxy at the meeting, constituting a quorum.

~~The~~At ~~Preferred Stock carries an annual dividend payment of ten percent (10%) (“Preferred Dividend”). The dividend on~~ the ~~Preferred~~Annual ~~Stock shall accrue~~Meeting, ~~beginning from~~ the ~~date~~Company’s ofstockholders ~~issuance.~~voted ~~Preferred Dividends shall be computed~~ on the ~~basis~~following ofproposals, ~~the~~each ~~actual number~~ of ~~days~~which ~~elapsed~~is ~~and~~described ain ~~365-day~~more ~~year.~~detail ~~The~~in ~~Preferred Dividends shall accrue and be paid to~~ the ~~holder~~Company’s ofdefinitive ~~the~~proxy ~~Preferred~~statement ~~Stock~~filed ~~within~~with ~~fifteen (15) days of~~ the ~~end~~Securities ~~of each calendar year. The Preferred Stock will be senior preferred equity of Foreland~~ and ~~contain~~Exchange ~~customary~~Commission ~~provisions restricting the payment of dividends~~ on, ~~and~~September ~~the repurchase of~~17, ~~junior~~2025. ~~and~~The ~~pari~~final ~~passu~~voting ~~equity~~results atfor ~~any~~each ~~time~~proposal ~~when~~are ~~all~~set ~~Preferred~~forth ~~Dividends on the Preferred Stock have not been paid in full in cash~~below.

~~The~~Proposal ~~Preferred~~1 ~~Stock~~– Election ~~is not convertible into shares~~ of ~~Foreland’s common stock and does not have any voting rights.~~Directors

~~Holders~~Stockholders ofelected ~~the~~four ~~Preferred~~directors Stock shall receive a royalty of $0.75 (for every $1 million of Preferred Stock, prorated for lesser amounts) per barrel of crude oil refined and sold by Foreland at all times while the Preferred Stock is outstanding (“Royalty Payment”). The Royalty Payment shall be paid to ~~the~~serve ~~holders~~until of the ~~Preferred Stock within thirty (30) days of Foreland~~Company’s next annual ~~financial~~meeting ~~statements being audited and filed with the SEC as part~~ of ~~its~~stockholders ~~parent company’s, Sky Quarry Inc. (“Sky Quarry”~~ or ~~“Parent~~until ~~Company”),~~their ~~obligations~~successors toare ~~file~~duly aelected ~~Form~~and ~~10-K with the SEC (“Royalty Payment Date”)~~qualified. The ~~amount~~results of the ~~annual~~voting ~~Royalty~~were ~~Payment~~as ~~shall not exceed an aggregate return of more than twenty-five percent (25%) per annum to the holders of the Preferred Stock, inclusive of the annual 10% Preferred Dividend.~~follows:

The Preferred Stock shall be redeemed by Foreland on the date that is five (5) years after the date of issuance (“Automatic Redemption Date”) at a price equal to the liquidation preference. If the Preferred Stock is redeemed prior to the Automatic Redemption Date between the date of issuance and the date that is: (i) thirty-six (36) months thereafter, the Preferred Stock may be redeemed by Foreland in whole or in part in its sole discretion at a price equal to 110% of the liquidation preference; (ii) between thirty-six (36) months and forty-eight (48) months after the issuance of the Preferred Stock, the Preferred Stock may be redeemed by Foreland in whole or in part in its sole discretion at a price equal to 105% of the liquidation preference; or (iii) between forty-eight (48) months after the issuance of the Preferred Stock and the Automatic Redemption Date, the Preferred Stock may be redeemed by Foreland in whole or in part in its sole discretion at a price equal to 103% of the liquidation preference. If the Preferred Stock is redeemed prior to the Automatic Redemption Date, the holder of the Preferred Stock shall be entitled to their Royalty Payment through the date of redemption.

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

~~Section~~Proposal 92 – ~~Financial~~Amendment ~~Statements~~to ~~and~~Certificate ~~Exhibits.~~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:

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

~~None~~3.1 Certificate of Amendment to Certificate of Incorporation.

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 6, 2025	By: /s/Marcus Laun
Dated: November 5, 2025	By: /s/Marcus Laun
	Name:Marcus Laun
	Title:President

Filing Compare · Sky Quarry Inc.