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

Securities Exchange Act of 1934

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☐ Preliminary Proxy Statement

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☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

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Telephone: (424) 394-1090

August 5, 2026

Dear Fellow Sky Quarry Stockholders:

We invite you to attend a Special Meeting of Stockholders (the “Special Meeting”) of Sky Quarry Inc. (“Sky Quarry” or the “Company”), to be held on Friday, September 18, 2026 at 10:00 a.m. Mountain Time at 707 W 700 S, Suite 105, Woods Cross, UT 84087.

At the Special Meeting, you will be asked to consider and vote on proposals to (i) approve an amendment to the Company’s certificate of incorporation, as amended, to effect a first reverse stock split of the Company’s outstanding shares of common stock, (ii) approve an amendment to the Company’s certificate of incorporation to effect a second reverse stock split of the Company’s outstanding shares of common stock, (iii) approve the Sky Quarry Inc. 2026 Omnibus Incentive Plan, and (iv) approve the adjournment of the Special Meeting, if necessary, to solicit additional proxies.

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 Special 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, Interim CFO and President

Telephone: (424) 394-1090

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held on September 18, 2026 at 10:00 a.m. Mountain Time

To the Stockholders of Sky Quarry Inc.:

The Special Meeting of Stockholders (the “Special Meeting”) of Sky Quarry Inc., a Delaware corporation (“Sky Quarry,” the “Company,” “us,” “our,” or “we”), will be held on Friday, September 18, 2026 at 10:00 a.m. Mountain Time at 707 W 700 S, Suite 105, Woods Cross, UT 84087. The purpose of the Special Meeting is to consider and act upon the following matters:

1. To approve an amendment (the “First Amendment”) to the Company’s Certificate of Incorporation, as amended (the “COI”), to effect, if approved and effected at all, a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”), at a ratio not less than 1-for-2 and not greater than 1-for-25, the exact ratio, if approved and effected at all, to be set within that range at the discretion of the Company’s Board of Directors and publicly announced by the Company on or before the two-year anniversary of the approval of this proposal, without further approval or authorization of the Company’s stockholders (the “First Reverse Stock Split”) (Proposal 1);

2. To approve an amendment (the “Second Amendment”) to the Company’s COI to effect, if approved and effected at all, a reverse stock split of the issued and outstanding shares of Common Stock at a ratio not less than 1-for-2 and not greater than 1-for-25, the exact ratio, if approved and effected at all, to be set within that range at the discretion of the Company’s Board of Directors and publicly announced by the Company on or after the date of the effectiveness of the First Reverse Stock Split and on or before the two-year anniversary of the approval of this proposal, without further approval or authorization of the Company’s stockholders (the “Second Reverse Stock Split”) (Proposal 2);

3. To approve the adoption of the Sky Quarry Inc. 2026 Omnibus Incentive Plan (the “2026 Omnibus Plan”) (Proposal 3); and

4. To approve one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the Special Meeting to approve Proposals 1, 2 and 3 (Proposal 4).

Our Board of Directors has fixed July 24, 2026 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the Special Meeting and at any adjournment or postponement of the meeting. Only stockholders of record of the Company’s Common Stock at the close of business on the Record Date will be entitled to notice of, and to vote at, the Special Meeting or any adjournment thereof.

All stockholders are cordially invited to attend the Special Meeting, which will be held at 707 W 700 S, Suite 105, 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 August 5, 2026.

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

VOTE BY INTERNET - https://vote.colonialstock.com/SKYQ2026SM. Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. MT on September 17, 2026. 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. MT on September 17, 2026. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL. If you have not voted via the internet or telephone, mark, sign and date your proxy card and return to Colonial Stock Transfer, 7840 S 700 E, Sandy, UT 84081.

VOTE AT THE MEETING. Attend and vote at the Special Meeting to be held at 707 W 700 S, Suite 105, Woods Cross, UT 84087 on September 18, 2026 at 10:00 a.m. MT.

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.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Marcus Laun* *

Marcus Laun

Interim CEO, Interim CFO and President

August 5, 2026

Whether or not you expect to attend the Special Meeting, we urge you to vote your shares via proxy at your earliest convenience. This will ensure the presence of a quorum at the Special 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 Special 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 SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 18, 2026

The Notice of the Special Meeting and Proxy Statement are available at https://vote.colonialstock.com/SKYQ2026SM.

TELEPHONE: (424) 394-1090

PROXY STATEMENT

SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON SEPTEMBER 18, 2026

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