Sky Quarry Inc. — Form 8-K Summary
Reporting event: The report concerns a court-approved settlement with LendSpark Corporation. The settlement agreement was entered into October 1, 2026, and approved by a Florida court on October 2, 2026. The filing was signed October 8, 2026. This is a material financing and liability settlement, not a periodic earnings report.
Key Financial and Transaction Terms
- Sky Quarry will settle $638,998 of bona fide liabilities to LendSpark that are past due or in default by issuing common stock.
- The settlement shares’ conversion price will be the lower of the common stock closing price on the trading day before the initial conversion or its average closing price for the preceding five trading days. The number of shares is therefore not specified in the filing.
- The company will also issue 6,000 common shares as a settlement fee to offset attorneys’ fees. Settlement and fee shares will be freely tradable and issued without restrictive legends, subject to the stated limits.
- As of September 15, 2026, approximately 8,770,000 common shares were outstanding. The filing does not provide a clear value for the resulting share issuance or percentage dilution.
- The company must reserve shares equal to at least twice the number issuable under the order, including an initial reserve of at least 500,000 shares with its transfer agent.
- The filing provides no revenue, profit, cash flow, margin, debt balance beyond the settled claim, or liquidity metrics.
Material Changes and Conditions
- The October 1 agreement replaces in full the September 25, 2026 settlement agreement, which is no longer in effect.
- Issuance is subject to a 4.99% beneficial-ownership cap for LendSpark. LendSpark’s daily resales are limited to 20% of the common stock’s daily trading volume unless the parties agree otherwise in writing.
- The court approved the settlement as fair to LendSpark following a fairness hearing, supporting reliance on the Securities Act Section 3(a)(10) exemption from registration.
- Once all settlement and fee shares are delivered, the parties will release claims relating to the settled liabilities. The settlement also resolves a pending California action based on the same claims; dismissal of the Florida action is to be filed after delivery of all shares.
Risks, Contingencies, and Outlook
- The ultimate share count and dilution depend on the conversion price at initial conversion, which is not stated. The filing gives no business or financial guidance.
- If Sky Quarry fails to deliver shares as required or certain other events occur, LendSpark may declare a default, void its remaining obligations, and seek repayment of the unpaid claim less proceeds recovered from share sales. LendSpark would return any remaining settlement shares for cancellation.
- The company has agreed to specified corporate-action restrictions while LendSpark holds shares and to indemnify LendSpark and related parties. The court retains jurisdiction to enforce the settlement.
Investor Facts to Verify
- The final conversion price, total settlement share count, and resulting dilution relative to the outstanding shares.
- Whether the required share reserve and deliveries have been completed, and whether any default has occurred.
- The full settlement agreement and court order filed as Exhibits 10.1 and 99.1, including detailed covenants and omitted schedules.