Sky Quarry Inc.: enters settlement to issue shares for $638,998

What happened

• Sky Quarry Inc. reported that on Oct 1, 2026 it entered into a Settlement Agreement and Stipulation with LendSpark Corporation to settle bona fide outstanding liabilities of the Company in the aggregate principal amount of $638,998.00 (the "Claim Amount").
• On Oct 2, 2026 the Circuit Court of the Twelfth Judicial Circuit in and for DeSoto County, Florida entered an order approving the Settlement Agreement as fair under Section 3(a)(10) of the Securities Act. Under the Settlement Agreement and the Order, the Company will issue shares of its common stock to LendSpark in an amount sufficient to satisfy the Claim Amount.

Key details

• Settlement shares will be issued in up to two tranches; the number will be based on the Claim Amount and a conversion price equal to the lower of: (a) the closing price the trading day before the initial conversion; or (b) the average closing price for the five trading days before the initial conversion.
• The Company will also issue LendSpark 6,000 shares of common stock as a settlement fee. All Settlement Shares and Settlement Fee Shares will be issued as freely tradable shares without restrictive legends.
• Issuance and resale limits: LendSpark may not beneficially own more than 4.99% of outstanding common stock at any time; daily resales on the principal trading market are limited to 20% of daily trading volume unless parties agree otherwise in writing.
• The Company agreed to reserve at least two times the number of shares issuable under the Order, including an initial reserve of at least 500,000 shares with its transfer agent; the agreement includes customary covenants, indemnities and default remedies, and the Court retained jurisdiction to enforce the Settlement Agreement.

Why it may matter

• This Form 8-K reports Item 1.01 (entry into a material definitive agreement) describing the share issuance to settle $638,998 of liabilities and also reports Item 3.02 (unregistered sales of equity securities) relating to the issuance of those shares.
• The filing states that once all Settlement Shares and Settlement Fee Shares are delivered the parties will release each other from claims related to the settled liabilities and that a pending related California action will be dismissed after delivery.
• The filing does not show why the company acted or why any insider traded.