SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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(Exact name of registrant as specified in its charter)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
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Section 1 – Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On December 2, 2024, we issued a secured promissory note in the principal amount of $1,200,000 (“Note”) to KF Business Ventures, LP (“KFBV”) a copy of which is attached hereto as Exhibit 99.1. The Note is convertible into shares of our common stock at a conversion price of $0.84 per share at any time after the issuance date of the Note. In connection with the issuance of the Note, we also issued a warrant to KFBV for the purchase of up to 1,200,000 warrants at an exercise price of $0.84 per share for a period of five years, a copy of which is attached hereto as Exhibit 99.2. The Note bears interest at a rate of 1.5% per month and matures on March 2, 2025. As security for the Note, our wholly-owned subsidiary, 2020 Resources LLC, entered into a security agreement with KFBV on December 2, 2024, a copy of which is attached hereto as Exhibit 99.3. On December 2, 2024, we also entered into an advisory agreement with KFBV (“Advisory Agreement”), a copy of which is attached hereto as Exhibit 99.4, pursuant to which KFBV will provide general business advisory services to us for a period of six months at a rate of $21,000 per month to be paid one-half in cash and one-half in the form of shares of our common stock.
The foregoing is only a summary of the Note, Warrant and Advisory Agreement, each of which is attached hereto as an exhibit to this Form 8-K.
Section 9 – Financial Statements and Exhibits.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Sky Quarry Inc. |
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Dated: December 6, 2024 | By: /s/David Sealock |
| Name:David Sealock |
| Title:Chief Executive Officer |
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