Sky Quarry Inc.
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
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FY2025 · Filed Mar 31, 2026
SKYQ$1.18-30.6%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
| (a) | Documents filed as part of this Report |
| (1) | Financial Statements: |
| Report of Independent Registered Public Accounting Firm | F-1 |
|---|---|
| Consolidated Balance Sheets as of December 31, 2025 and 2024 | F-2 |
| Consolidated Statements of Operations for the years ended December 31, 2025 and 2024 | F-3 |
| Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025 and 2024 | F-4 |
| Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 | F-5 |
| Notes to Consolidated Financial Statements | F-7 |
| (2) | Financial Statement Schedules. All schedules are omitted because they are inapplicable, or not required, or the information is shown in the financial statements or notes thereto. |
| (3) | Exhibits |
| Exhibit Number | Description |
| 3.1 | Restated Certificate of Incorporation of Sky Quarry Inc. (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed on July 18, 2025). |
| 3.2 | Certificate of Amendment to Restated Certificate of Incorporation of Sky Quarry Inc. filed with Delaware Secretary of State on April 20, 2021 (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 filed on July 18, 2025). |
| 3.3 | Certificate of Amendment to Restated Certificate of Incorporation of Sky Quarry Inc. filed with Delaware Secretary of State on June 22, 2021 (incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-1 filed on July 18, 2025). |
| 3.4 | Certificate of Amendment to Restated Certificate of Incorporation of Sky Quarry Inc. filed with Delaware Secretary of State on April 9, 2024 (incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-1 filed on November 5, 2025). |
| 3.5 | Certificate of Amendment to Restated Certificate of Incorporation of Sky Quarry Inc. filed with Delaware Secretary of State on November 5, 2025 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on July 18, 2025). |
| 3.6 | Certificate of Amendment to Restated Certificate of Incorporation of Sky Quarry Inc. filed with Delaware Secretary of State on March 5, 2026 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on March 5, 2026). |
| 3.7 | Amended and Restated By-Laws (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on January 15, 2025). |
| 4.1 | Description of Securities (incorporated by reference to Exhibit 4.1 to the Amendment No. 2 to the Annual Report on Form 10-K/A filed on June 17, 2025. |
| 4.1 | Warrant to Purchase Common Stock issued by Sky Quarry Inc. to Varie Asset Management, LLC on August 29, 2025 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed on September 4, 2025). |
| 4.2 | Warrant to Purchase Common Stock issued by Sky Quarry Inc. to Varie Asset Management, LLC on July 22, 2025. |
| 4.3 | Warrant to Purchase Common Stock issued by Sky Quarry Inc. to Varie Asset Management, LLC on May 22, 2025 (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1 filed on July 18, 2025). |
| 4.4 | Common Stock Purchase Warrant issued by Sky Quarry Inc. to KF Business Ventures, LP on December 2, 2024 (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed on December 6, 2024). |
| 4.5 | Common Stock Purchase Warrant issued by Sky Quarry Inc. to The Vanneman Family Trust dated January 7, 2008 on October 8, 2024 (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1 filed on July 18, 2025). |
| 4.6 | Warrant to Purchase Common Stock issued by Sky Quarry Inc. to Libertas Funding, LLC on August 27, 2024 (incorporated by reference to Exhibit 4.4 to the Registration Statement on Form S-1 filed on July 18, 2025). |
| 4.7 | Warrant to Purchase Common Stock issued by Sky Quarry Inc. to Lendspark Corporation on August 27, 2024 (incorporated by reference to Exhibit 4.5 to the Registration Statement on Form S-1 filed on July 18, 2025). |
| 4.8 | Warrant to Purchase Common Stock issued by Sky Quarry Inc. to Dual Dreams LLC on June 13, 2024 (incorporated by reference to Exhibit 4.6 to the Registration Statement on Form S-1 filed on July 18, 2025). |
| 4.9 | Warrant to Purchase Common Stock issued by Sky Quarry Inc. to Clearview Funding, LLC on June 3, 2024 (incorporated by reference to Exhibit 4.7 to the Registration Statement on Form S-1 filed on July 18, 2025). |
| 4.10 | Warrant to Purchase Common Stock issued by Sky Quarry Inc. to Libertas Funding, LLC on May 17, 2024 (incorporated by reference to Exhibit 4.8 to the Registration Statement on Form S-1 filed on July 18, 2025). |
| 4.11 | Warrant to Purchase Common Stock issued by Sky Quarry Inc. to Lendspark Corporation on May 17, 2024 (incorporated by reference to Exhibit 4.9 to the Registration Statement on Form S-1 filed on July 18, 2025). |
| 4.12 | Form of Warrant to Purchase Common Stock issued in 2021 Regulation A Offering (incorporated by reference to 3.1 to the Offering Statement on Form 1-A filed on July 7, 2021). |
| 4.13 | Warrant to Purchase Common Stock issued by Sky Quarry Inc. to Digital Offering, LLC on May 5, 2021 (incorporated by reference to Exhibit 4.11 to the Registration Statement on Form S-1 filed on July 18, 2025). |
| 10.1 | 12% Convertible Promissory Note issued by Sky Quarry Inc. to Varie Asset Management, LLC on August 29, 2025 (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed on September 4, 2025). |
| 10.2 | 12% Convertible Promissory Note issued by Sky Quarry Inc. to Varie Asset Management, LLC on July 22, 2025. |
| 10.3 | Note Purchase Agreement, dated May 22, 2025, between Sky Quarry Inc. and Varie Asset Management, LLC (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-1 filed on July 18, 2025). |
| 10.4 | 12% Convertible Promissory Note issued by Sky Quarry Inc. to Varie Asset Management, LLC on May 22, 2025 (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 filed on July 18, 2025). |
| 10.5 | Purchase Agreement, dated July 9, 2025, between Sky Quarry Inc. and Varie Asset Management, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on July 15, 2025). |
| 10.6 | Registration Rights Agreement, dated July 9, 2025, between Sky Quarry Inc. and Varie Asset Management, LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on July 15, 2025). |
| 10.7 | Mining Lease and Agreement, dated July 1, 2015, between the State of Utah, acting by and through the School and Institutional Trust Lands Administration and 2020 Resources LLC, as amended (Mineral Lease 49927-OBA) (incorporated by reference to Exhibit 6.2.1 to the Offering Statement on Form 1-A filed on July 7, 2021). |
| 10.8 | Mining Lease and Agreement, dated January 1, 2015, between the State of Utah, acting by and through the School and Institutional Trust Lands Administration and 2020 Resources LLC (Mineral Lease 49579-OBA) (incorporated by reference to Exhibit 6.2.2 to the Offering Statement on Form 1-A filed on July 7, 2021). |
| 10.9 | Mining Lease and Agreement, dated February 1, 2010, between the State of Utah, acting by and through the School and Institutional Trust Lands Administration and 2020 Resources LLC (Mineral Lease 51705-OBA) (incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-1 filed on July 18, 2025). |
| 10.10 | Secured Promissory Note issued by Sky Quarry Inc. to KF Business Ventures, LP on December 2, 2024 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed on December 6, 2024). |
| 10.11 | Security Agreement, dated December 2, 2024, between 2020 Resources LLC and KF Business Ventures, LP (incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K filed on December 6, 2024). |
| 10.12 | Advisory Agreement, dated December 2, 2024, between Sky Quarry Inc. and KF Business Ventures, LP (incorporated by reference to Exhibit 99.4 to the Current Report on Form 8-K filed on December 6, 2024). |
| 10.13 | Agreement of Sale of Future Receivables, dated as of May 16, 2024, among Libertas Funding, LLC, Foreland Refining Corporation, David Sealock and Marcus Laun (incorporated by reference to Exhibit 6.22 to the Semiannual Report on Form 1-SA filed on September 30, 2024). |
| 10.14 | Agreement of Sale of Future Receivables, dated as of February 19, 2024, among Libertas Funding, LLC, Foreland Refining Corporation, David Sealock and Marcus Laun (incorporated by reference to Exhibit 6.21 to the Semiannual Report on Form 1-SA filed on September 30, 2024). |
| 10.15 | Agreement of Sale of Future Receivables, dated as of January 18, 2024, among Libertas Funding, LLC, Foreland Refining Corporation, David Sealock and Marcus Laun (incorporated by reference to Exhibit 6.20 to the Semiannual Report on Form 1-SA filed on September 30, 2024). |
| 10.16 | Agreement of Sale of Future Receivables, dated as of January 11, 2024, among Libertas Funding, LLC, Foreland Refining Corporation, David Sealock and Marcus Laun (incorporated by reference to Exhibit 6.19 to the Semiannual Report on Form 1-SA filed on September 30, 2024). |
| 10.17 | Business Loan and Security Agreement, dated May 16, 2024, between Foreland Refining Corporation and LendSpark Corporation (incorporated by reference to Exhibit 6.17 to the Semiannual Report on Form 1-SA filed on September 30, 2024). |
| 10.18 | Business Loan and Security Agreement, dated April 30, 2024, between Foreland Refining Corporation and LendSpark Corporation (incorporated by reference to Exhibit 6.16 to the Semiannual Report on Form 1-SA filed on September 30, 2024). |
| 10.19 | Promissory Note issued by Sky Quarry Inc. to Bengt Eriksson on November 24, 2023 (incorporated by reference to Exhibit 10.17 to the Registration Statement on Form S-1 filed on July 18, 2025). |
| 10.20 | Invoice Purchase and Security Agreement, dated December 21, 2022 between Foreland Refining Corporation and Alterna Capital Solutions LLC (incorporated by reference to Exhibit 6.9 to the Annual Report on Form 1-K filed on September 5, 2023). |
| 10.21† | Executive Employment Agreement, dated March 15, 2020, between Sky Quarry Inc. and Marcus Laun (incorporated by reference to Exhibit 6.1.2 to the Offering Statement on Form 1-A filed on July 7, 2021). |
| 10.22† | 2020 Stock Plan, as amended September 7, 2024 (incorporated by reference to Exhibit 10.1 to Amendment No. 2 to the Annual Report on Form 10-K/A filed on June 17, 2025). |
| 10.23 | Controlled Equity OfferingSM Sales Agreement, dated as of January 12, 2026, by and between the Company and Cantor Fitzgerald & Co. (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed on January 12, 2026). |
| 10.24 | Settlement Agreement dated December 1, 2025 between Sky Quarry Inc. and LendSpark Corporation (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed on December 15, 2025. |
| 10.25 | Convertible Promissory Note between Sky Quarry Inc. and Varie Asset Management LLC dated August 29, 2025 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed on September 4, 2025). |
| 10.26 | Warrant Agreement issued to Varie Asset Management dated August 29, 2025 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed on September 4, 2025). |
| 10.27 | Secured Promissory Note issued by Foreland Refining Corporation to KF Business Ventures, LP dated July 24, 2025 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed on July 30, 2025). |
| 10.28 | Warrant issued to KF Business Ventures, LP dated July 24, 2025 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed on July 30, 2025). |
| 10.29 | Security Agreement between 2020 Resources LLC and KF Business Ventures, LP dated July 24, 2025 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed on July 30, 2025). |
| 10.30 | Guaranty Agreement between the Company, 2020 Resources LLC and KF Business Ventures, LP dated July 24, 2025 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed on July 30, 2025). |
| 10.31 | Purchase Agreement, dated July 9, 2025, by and between the Company and Varie Asset Management LLC. |
| 10.32 | Registration Rights Agreement, dated July 9, 2025, by and between the Company and Varie Asset Management LLC. |
| 14.1 | Code of Ethics and Business Conduct (incorporated by reference to Exhibit 99.8 to the Semi-Annual Report on Form 1-SA filed on September 30, 2024). |
| 19.1 | Insider Trading Policy (incorporated by reference to Exhibit 99.9 to the Semi-Annual Report on Form 1-SA filed on September 30, 2024). |
| 21.1 | List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Registration Statement on Form S-1 filed on July 18, 2025). |
| 23.1 | Consent of Tanner LLP. |
| 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. |
| 97.1 | Clawback Policy (incorporated by reference to Exhibit 97.1 to the Amendment No. 1 to the Annual Report on Form 10-K filed on April 21, 2025). |
| 101 | The following financial information from the Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows and (v) Notes to Consolidated Financial Statements. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
- Furnished, not filed
†Executive compensation plan or arrangement
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