Sky Quarry Inc.

DEF 14A 1 skyq_def14a.htm FORM DEF 14A FILING

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Filed by the Registrantx

Filed by a Party other than the Registrant¨

Check the appropriate box:

¨Preliminary Proxy Statement

¨Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x Definitive Proxy Statement

¨Definitive Additional Materials

¨Soliciting Material under §240.14a-12

SKY QUARRY, INC.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x No fee required

¨Fee paid previously with preliminary materials:

¨Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

September 17, 2025

Dear Fellow Sky Quarry Stockholders:

We invite you to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Sky Quarry, Inc. (“Sky Quarry” or the “Company”), to be held on November 4, 2025 at 10 a.m. Mountain Standard Time at 707 W 700 S, Suite 101, Woods Cross, UT 84087.

The Notice of the Annual Meeting and Proxy Statement accompanying this letter provide information concerning matters to be considered and acted upon at the meeting. Immediately following the meeting, a report on our operations will be presented, including a question-and-answer and discussion period. Our 2024 results are presented in detail in our Annual Report, which is available for viewing at www.colonialstock.com/skyquarry2025.

Your vote is very important. We encourage you to read the Proxy Statement and vote your shares as soon as possible. Whether or not you plan to** **attend, you can be sure your shares are represented at the Annual Meeting by promptly submitting your vote by the Internet, by telephone or, if you request a paper copy of the proxy materials and receive a proxy card, by mail.

On behalf of the Board of Directors, thank you for your continued confidence and investment in Sky Quarry.

/s/ Marcus Laun

Marcus Laun

Interim CEO and President

707 W 700 S, Suite 101

Woods Cross, UT 84087

Telephone: (424) 394-1090

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on November 4, 2025 at 10 a.m.

To the Stockholders of Sky Quarry, Inc.

The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Sky Quarry, Inc., a Delaware corporation (“Sky Quarry,” the “Company,” “us,” “our,” or “we”), will be held on November 4, 2025 at 10 a.m. Mountain Standard Time at 707 W 700 S, Suite 101, Woods Cross, UT 84087. The purpose of the Annual Meeting is to consider and act upon the following matters:

1. To elect four (4) members of the Board of Directors to serve until the 2026 annual meeting of stockholders.

2. To grant the Board of Directors discretion to amend the Company’s certificate of incorporation to implement a reverse stock split of the outstanding shares of common stock in a range from one-for-two (1:2) up to one-for-twenty five (1:25), or anywhere in-between, as may be determined by the Board of Directors in its sole discretion on or before April 30, 2027 (the “Reverse Stock Split”);

3. To ratify the selection of Tanner LLC (“Tanner”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025;

4. To transact any other business as may come before the meeting.

Our Board of Directors has fixed September 10, 2025 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and at any adjournment or postponement of the meeting. Only stockholders of record of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at the close of business on the Record Date will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof.

All stockholders are cordially invited to attend the Annual Meeting, which will be held at 707 W 700 S, Suite 101, Woods Cross, UT 84087. The Notice of Internet Availability of Proxy Materials (the “Notice”) and proxy card will be mailed to shareholders on or about September 18, 2025.

For your convenience, record holders of our Common Stock have FOUR methods of voting:

**VOTE BY INTERNET - www.colonialstock.com/skyquarry2025.Use the Internet to transmit your voting **instructions and for electronic delivery of information. Vote by 5:00 P.M. Mountain Standard Time on November 3, 2025. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

**VOTE BY PHONE - 1-877-285-8605.Use any touch-tone telephone to transmit your voting instructions. Vote by 5:00 P.M. Mountain Standard Time on **November 3, 2025. Have your proxy card in hand when you call and then follow the instructions.

**VOTE BY MAIL.Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote **Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

**VOTE AT THE MEETING.Attend and vote at the Annual Meeting to be held at 707 W 700 S, Suite 101, Woods Cross, UT 84087 on November 4, **2025 at 10 a.m. MST.

NOTE FOR STREET-NAME HOLDERS. If you hold your shares through a broker, bank or other nominee, you must instruct your nominee** **how to vote the shares held in your account. The nominee will give you the Notice or voting instruction form. If you do not provide voting instructions, we expect that your nominee will be permitted to vote only on routine matters.

Whether or not you expect to attend the Annual Meeting, we urge you to vote your shares via proxy at your earliest convenience. This will ensure the presence of a quorum at the Annual Meeting. Promptly voting your shares will save Sky Quarry the expenses and extra work of additional solicitation. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is revocable at your option. Your vote is important, so please act today!

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 4, 2025

The Notice of the Annual Meeting and Proxy Statement and Annual Report on Form 10-K for the years ended December 31, 2024 and 2023 (the “Annual Report”) are available at www.colonialstock.com/skyquarry2025.

Your vote is important. We encourage you to review all of the important information contained in the proxy materials before voting.

707 W 700 S

Suite 101

Woods Cross, UT 84087

TELEPHONE: (424) 394-1090

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON NOVEMBER 4, 2025

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