SKY QUARRY INC. - Form 10-K/A SEC filing

 0001812447 --12-31 false Sky Quarry Inc. (the 'Company') is filing this Amendment No. 1 on Form 10-K/A for the year ended December 31, 2024, solely to file the Company's Clawback Policy adopted by the Company's Board of Directors on April 18, 2025, as Exhibit 97.1, and update the Exhibit Index. No other changes have been made to the Company's Annual Report on Form 10-K that was originally filed with the United States Securities and Exchange Commission on March 31, 2025 (the 'Original 10-K'), and the Original 10-K is incorporated by reference herein. true 2024 FY

 0001812447

 2024-01-01
 2024-12-31

 0001812447

 2024-06-30

 0001812447

 2025-03-31

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 FORM 10-K/A

 (Amendment No. 1)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the year ended December 31, 2024

 OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 Commission File No. 001-42296

 SKY QUARRY INC.

 (Exact name of registrant as specified in its charter)

 Delaware

 84-1803091

 (State or other jurisdiction

 of incorporation or organization)

 (I.R.S. Employer

 Identification No.)

 707 W 700 S., Suite 101

 Woods Cross, UT

 84087

 (Address of Principal Executive Offices)

 (Zip Code)

 ( 424) 394-1090

 (Registrant's telephone number, including area code)

 (Former name, former address and former fiscal year, if changed since last report)

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Common Stock, par value $0.0001

 SKYQ

 Nasdaq Capital Market

 Securities registered pursuant to Section 12(g) of the Act: None

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No x

 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days.

 Yes No

 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period the registrant was required to submit such files). Yes No

 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§232.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10K. Yes No

 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of "large accelerated filer", "accelerated filer", and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

 Large accelerated filer

 Accelerated filer

 Non-accelerated Filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 The aggregate market value of the registrant's common stock held by non-affiliates computed by reference to the price at which the common stock was last sold as of October 10, 2024 was $ 58,964,645.

 The number of shares of the registrant's common stock outstanding as of March 31, 2025 was 19,986,338.

 DOCUMENTS INCORPORATED BY REFERENCE

 The Annual Report on Form 10-K filed by Sky Quarry Inc., filed with the United States Securities and Exchange Commission on March 31, 2025, is hereby incorporated by reference in its entirety (including into Parts I, II, and III).

 EXPLANATORY NOTE

 Sky Quarry Inc. (the " Company ") is filing this Amendment No. 1 on Form 10-K/A for the year ended December 31, 2024, solely to file the Company's Clawback Policy adopted by the Company's Board of Directors on April 18, 2025, as Exhibit 97.1, and update the Exhibit Index. No other changes have been made to the Company's Annual Report on Form 10-K that was originally filed with the United States Securities and Exchange Commission on March 31, 2025 (the " Original 10-K "), and the Original 10-K is incorporated by reference herein.

 Item 15. Exhibits, Financial Statement Schedules.

 (a)(3) Exhibits:

 The exhibits listed on the Exhibit Index (following the signatures section of this report) are included, or incorporated by reference, in this annual report.

 (b) Exhibits:

 See Item 15(a)(3) above.

 Exhibit Number

 Description

 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.

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 SIGNATURES

 In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on April 21, 2025.

 SKY QUARRY INC.

 SIGNATURE:

 /s/ David Sealock

 Name: David Sealock

 Title: Chief Executive Officer and Director

 In accordance with the Exchange Act, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated, on April 21, 2025.

 Signatures

 Capacity

 /s/ David Sealock

 Chief Executive Officer and Director

 David Sealock

 /s/ Darryl Delwo

 Chief Financial Officer

 Darryl Delwo

 /s/ Marcus Laun

 EVP and Director

 Marcus Laun

 /s/ Matthew Flemming

 Director

 Matthew Flemming

 /s/ Leo Womack

 Director

 Leo Womack

 /s/ Todd Palin

 Director

 Todd Palin