Sky Quarry Inc美股招股说明书(2026-04-22版)

Sky Quarry Inc. Common Stock This prospectus supplement (this “Prospectus Supplement”) amends and supplements the information in theprospectus supplement, dated January 12, 2026 (the “Prior Prospectus Supplement”), to the accompanyingprospectus, dated December 18, 2025 (the “Base Prospectus” and, together with the Prior Prospectus Supplement,the “Prior Prospectus”), filed as part of our registration statement on Form S-3 (File No. 333-291721) (the“Registration Statement”) that we filed with the U.S. Securities and Exchange Commission (the “SEC”) onNovember 21, 2025 with an effective date of December 18, 2025, relating to the offer and sale of shares of ourCommon Stock, par value $0.0001 per share (the “Common Stock”), having an aggregate sales price of up to$4,700,000 pursuant to the terms of that certain Sales Agreement, dated January 12, 2026 (the “Sales Agreement”),by and between Sky Quarry Inc. (the “Company”) and Cantor Fitzgerald & Co. (“Cantor”). This ProspectusSupplement should be read in conjunction with the Prior Prospectus, and is qualified by reference thereto, except tothe extent that the information herein amends or supersedes the information contained in the Prior Prospectus. ThisProspectus Supplement is not complete without, and may only be delivered or utilized in connection with, the PriorProspectus and any future amendments or supplements thereto. We are filing this Prospectus Supplement to (i) reflect the amendment and restatement, on April 22, 2026, of theSales Agreement (the “A&R Sales Agreement”) to, among other things, replace Cantor with Muriel Siebert & Co.,LLC (“Siebert” or the “Agent”) as the principal and/or the sole designated Sales Agent, and (ii) increase the amountof shares of Common Stock we are eligible to sell under our Registration Statement pursuant to General InstructionI.B.6 of Form S-3. As a result of such limitations and the public float of our Common Stock, and in accordance withthe terms of the A&R Sales Agreement, we may offer and sell shares of Common Stock having an aggregateoffering price of up to $12.6 million,which does not include the shares of Common Stock having an aggregate salesprice of approximately $1.3 million that were sold under the Prior Prospectus during the twelve (12) calendarmonths prior to and including the date of this Prospectus Supplement. Each reference to “Cantor Fitzgerald & Co.” as the principal and/or the sole designated Sales Agent in the PriorProspectus is hereby amended to “Muriel Siebert & Co., LLC,” each reference to “Agent” in the Prior Prospectus ishereby amended to refer to Siebert and each reference to the term “Sales Agreement” in the Prior Prospectus ishereby amended to refer to the A&R Sales Agreement effective as of the date of this Prospectus Supplement. 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 approximately $42.5 million, which was calculated based on 3,381,046outstanding shares of Common Stock held by non-affiliates at a price of $12.59 per share, the last reported sale priceof our Common Stock on April 10, 2026, as reported on The Nasdaq Capital Market (“NasdaqCM”). Pursuant toGeneral Instruction I.B.6 of Form S-3, in no event will we sell shares pursuant to this Prospectus Supplement with avalue of more than one-third of the aggregate market value of our Common Stock held by non-affiliates in any 12calendar month period, so long as the aggregate market value of our Common Stock held by non-affiliates is lessthan $75,000,000. Our Common Stock is listed on the NasdaqCM under the symbol “SKYQ.” On April 21, 2026, the last reported saleprice of our Common Stock on the NasdaqCM was $8.97 per share. 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. Investing in our Common Stock involves a high degree of risk. See “Risk Factors” beginning on page 3 of thisProspectus Supplement and under similar headings in the Prior Prospectus and the documents incorporated byreference into this Prospectus Supplement and the Prior 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 THEADEQUACYOR ACCURACY OF THIS PROSPECTUS SUPPLEMENT AND THE PRIORPROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Siebert The date of this Prospectus Supplement is April 22, 2026. Recent Developments Exclusivity Agreement In March 2026, the Company entered into an exclusivity agreement (the “Exclusivity Agreement”) with acounterparty in connection with the Company’s evaluation of a potential transaction invol