Sky Quarry Inc. 8-K

What Happened

• On January 12, 2026, Sky Quarry Inc. announced it entered into a Controlled Equity OfferingSM Sales Agreement with Cantor Fitzgerald & Co. under which the company may sell up to $4,700,000 of its common stock in an at-the-market (ATM) offering.
• Shares, if sold, will be issued under Sky Quarry’s shelf registration on Form S-3 (File No. 333-291721), which was filed November 21, 2025 and declared effective December 18, 2025. The company also filed a related prospectus supplement on January 12, 2026. A legal opinion from Winston & Strawn LLP regarding the issuance is included in the filing.

Key Details

• Agreement date: January 12, 2026; Agent: Cantor Fitzgerald & Co.
• Maximum aggregate offering amount: $4,700,000 of common stock.
• Agent commission: up to 3.0% of gross proceeds on sales under the agreement.
• Company has no obligation to sell shares and may suspend or terminate the offering at any time; customary indemnification to the agent is included.

Why It Matters

• This ATM agreement gives Sky Quarry a flexible way to raise up to $4.7M of capital over time without a single large equity issuance; sales happen as the company chooses and market conditions permit.
• For investors, potential impacts include dilution if shares are sold, and transaction costs (agent commission). Because sales are discretionary, there is no guaranteed fundraising outcome.
• The use of an effective shelf registration and an ATM structure is a common, relatively quick method for small-cap companies to access capital as needed.