Sky Quarry Inc美股招股说明书(2026-01-12版)

Sky Quarry Inc. Common Stock We have entered into that certain Controlled Equity OfferingSMSales Agreement (the “Sales Agreement”), datedJanuary 12, 2026, by and among Sky Quarry Inc. (the “Company”) and Cantor Fitzgerald & Co. (“Cantor” or the“Agent”), relating to the offer and sale of shares of our Common Stock, par value $0.0001 per share, (the “CommonStock”), offered by this prospectus supplement (the “Prospectus Supplement”) and the accompanying prospectus(the “Base Prospectus”). In accordance with the terms of the Sales Agreement, we may offer and sell shares ofCommon Stock from time to time having an aggregate offering price of up to $4,700,000 to or through Cantor,acting as principal and/or sales agent, as applicable. Our Common Stock is listed on the Nasdaq Capital Market (“NasdaqCM”) under the symbol “SKYQ.” As of the date of this Prospectus Supplement, the aggregate market value of our outstanding Common Stock held bynon-affiliates, or the public float, was $14,140,646, which was calculated based on 20,559,241 outstanding shares ofCommon Stock held by non-affiliates at a price of $0.6878 per share, the last reported sale price of our CommonStock on January 7, 2026, as reported on NasdaqCM. Pursuant to General Instruction I.B.6 of Form S-3, in no eventwill we sell shares pursuant to this Prospectus Supplement with a value of more than one-third of the aggregatemarket value of our Common Stock held by non-affiliates in any 12 calendar month period, so long as the aggregatemarket value of our Common Stock held by non-affiliates is less than $75,000,000. During the 12 calendar monthsprior to, and including, the date of this Prospectus Supplement, we have not sold any securities pursuant to GeneralInstruction I.B.6 of Form S-3. Sales of shares of our Common Stock, if any, under this Prospectus Supplement and the accompanying BaseProspectus will be made by any method permitted by law and deemed an “at the market offering” as defined in Rule415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including by ordinary brokers’transactions through the facilities of NasdaqCM or any other existing trading market in the United States for ourCommon Stock, to or through a market maker or otherwise at market prices prevailing at the time of sales, at pricesrelated to prevailing market prices or at negotiated prices, in block transactionsor as otherwise permitted by law. Cantor is not required to sell any specific number or dollar amount of shares of Common Stock, but Cantor will useits commercially reasonable efforts, as our agent and consistent with its normal trading and sales practices andapplicable law, to sell, subject to the terms of the Sales Agreement, shares of our Common Stock, and as agreedupon among us and Cantor from time to time. There is no arrangement for funds to be received in any escrow, trustor similar arrangement. We may also sell shares to Cantor as principal for its own account at a price agreed upon atthe time of sale. If we sell shares to Cantor as principal, we will enter into a separate agreement with Cantor, and wewill describe that agreement in a separate prospectus supplement or free writing prospectus. Cantor will be entitled to compensation under the terms of the Sales Agreement at a commission rate of up to 3.0%of the gross proceeds from each sale of shares of our Common Stock sold under the Sales Agreement. In connectionwith the sale of shares of our Common Stock on our behalf, Cantor will be deemed an “underwriter” within themeaning of the Securities Act and Cantor’s compensation will be deemed to be underwriting commissions ordiscounts. See “Plan of Distribution” beginning on page S-14 for additional information regarding the compensationto be paid to Cantor. We have also agreed to provide indemnification and contribution to Cantor against certainliabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended (the“Exchange Act”). We are an “emerging growth company” and a “smaller reporting company” under the federal securities laws and, assuch, we have elected to comply with certain reduced public company reporting requirements for this ProspectusSupplement and for future filings. See “Prospectus Supplement Summary—Implications of Being an EmergingGrowth Company and a Smaller Reporting Company.” Investing in our Common Stock involves a high degree of risk. See “Risk Factors” beginning on page S-6 of thisProspectus Supplement and under similar headings in the documents incorporated by reference into thisProspectus Supplement and the accompanying Base Prospectus for a discussion of the risks that you shouldconsider in connection with an investment in our Common Stock. NEITHERTHE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIESCOMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THEADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYINGBASE PROSP