10-Q: Sky Quarry Reports Q3 Loss Amid Revenue Decline, Going Concern Warning
Quarterly Report
Sky Quarry Inc. reported a significant net loss and revenue decline for Q3 2025, raising substantial doubt about its ability to continue as a going concern.
Summary
- Net loss for the nine months ended September 30, 2025, was $9,333,028, compared to $10,524,493 for the same period in 2024.
- Net sales for the nine months ended September 30, 2025, decreased to $12,211,402 from $19,174,369 in 2024, a 36% decline.
- Gross margin for the nine months ended September 30, 2025, was a negative $1,893,824, down from a positive $179,816 in 2024.
- Operating expenses for the nine months ended September 30, 2025, increased to $5,061,408 from $3,861,835 in 2024.
- Cash on hand as of September 30, 2025, was $362,517, down from $385,116 at December 31, 2024.
- The company has an accumulated deficit of $33,301,117 as of September 30, 2025.
- Negative cash flows from operations were $1,982,648 for the nine months ended September 30, 2025.
- The PR Spring facility, a development-stage environmental remediation project, is still under construction and not yet operational, with completion planned for summer 2026.
- The company is actively seeking additional financing through debt, equity, or warrant exercises to fund operations and capital expenditures.
Sentiment
Score: 2
Explanation: The company faces severe financial distress, evidenced by significant revenue declines, negative gross margins, substantial accumulated deficit, and persistent negative operating cash flows. The explicit "going concern" warning, coupled with high-interest debt and operational disruptions, indicates a highly precarious financial position. While there are efforts to raise capital and resume production, the current state is very concerning.
Positives
- Net loss for the nine months ended September 30, 2025, improved slightly to $9,333,028 from $10,524,493 in the prior year period.
- Interest expense for the nine months ended September 30, 2025, decreased to $2,250,324 from $4,773,663 in the prior year period.
- Net cash used in operating activities for the nine months ended September 30, 2025, decreased to $1,982,648 from $4,616,746 in the prior year period.
- The company recognized a gain on warrant valuation of $120,686 for the nine months ended September 30, 2025.
Negatives
- Net sales for the three months ended September 30, 2025, decreased by 84% to $1,336,963 from $4,846,795 in the prior year period.
- Net sales for the nine months ended September 30, 2025, decreased by 36% to $12,211,402 from $19,174,369 in the prior year period.
- Gross margin was negative $1,050,763 for the three months and negative $1,893,824 for the nine months ended September 30, 2025.
- Cost of goods sold as a percentage of net sales increased to 179% for the three months and 116% for the nine months ended September 30, 2025, from 98% and 99% respectively in the prior year periods.
- General and administrative expenses increased by 17% for the three months and 31% for the nine months ended September 30, 2025, primarily due to executive compensation and professional fees related to public company costs.
- The company has an accumulated deficit of $33,301,117 as of September 30, 2025.
- Negative cash flows from operations persist, totaling $1,982,648 for the nine months ended September 30, 2025.
- The company has significant past due debt to Libertas Funding LLC ($4,064,686) and LendSpark ($952,637).
- Disclosure controls and procedures were deemed not effective as of September 30, 2025.
- The company's production was limited in late June 2025 due to crude supplier disruptions and delays in maintenance activities, with production expected to resume in January 2026.
Risks
- Significant doubt about the company's ability to continue as a going concern due to accumulated deficit and negative cash flows from operations.
- Inability to raise additional capital (debt, equity, or warrant exercise proceeds) to fund future capital expenditures, retire maturing debt, and possible acquisitions.
- Uncertainty in meeting obligations subsequent to September 30, 2025, without additional financing.
- Reliance on refinancing current debt with longer-term debt with decreased monthly service obligations, with no assurance of success.
- Disruptions in crude oil supply streams and delays in maintenance activities impacting production capacity and sales.
- Fluctuations in West Texas Intermediate (WTI) crude oil pricing directly impacting end sales product pricing.
- Ineffectiveness of disclosure controls and procedures, increasing the risk of reporting errors and non-compliance.
- Potential limitations on the ability to utilize net operating loss or other tax attributes (e.g., research tax credits) if a Section 382 ownership change has occurred.
- Inherent uncertainties and potential material adverse effects from various pending or threatened legal actions.
- The PR Spring facility is still under construction and not yet operational, posing a risk to expected future revenues from this segment.
Future Outlook
The company expects production to resume in January 2026 after being limited in late June 2025 due to crude supplier disruptions and maintenance delays. Management aims to increase revenues by securing greater crude oil volumes for the Foreland refinery, reduce debt service through refinancing, establish strategic partnerships, and raise capital to address working capital needs and fund capital expenditures. The PR Spring facility is planned for completion in summer 2026.
Management Comments
- Management is aware, in making its going concern assessment, of material uncertainties related to events and conditions that may cast significant doubt upon the Company’s ability to continue as a going concern.
- The Company does have to raise additional capital in the form of debt, equity and/or warrant exercise proceeds, or a combination thereof, to fund future capital expenditures, retire maturing debt obligations and any possible acquisitions.
- The Company’s current plan includes closely monitoring its growth and operating expenses, refinancing its current debt with longer term debt with amortization schedules that decrease monthly debt service obligations.
- Management believes that the implementation of its plans will allow the Company to continue as a going concern.
- The significant decrease in our sales were the direct result of the company’s challenges associated with regaining supply streams disrupted in May and June 2024 as a result of the Foreland Refinery outage, disruption and refurbishment in 2024.
- The Company expects production to resume in January 2026.
- The Company continues to evaluate its capital structure to optimize costs and enhance financial stability, considering refinancing options and alternative capital sources where feasible.
- Management remains committed to securing the necessary resources to ensure the Company can meet its financial obligations and continue executing its long-term objectives.
Industry Context
The filing highlights a decrease in West Texas Intermediate (WTI) pricing from $87 per barrel on April 5, 2024, to $63 per barrel on September 30, 2025, which directly impacted the company's end sales product pricing. This indicates a challenging market environment for oil refiners, exacerbated by the company's internal operational disruptions. The company's dual focus on traditional oil refining and environmental remediation (recycling waste asphalt shingles, oil-saturated soils) positions it in both the mature energy sector and the emerging cleantech/circular economy space, though the latter is still in development.
Comparison to Industry Standards
- The filing does not provide specific comparable companies, projects, or results to global benchmarks.
- The high interest rates on the company's debt (e.g., 58% for Libertas #6, 68% for LendSpark #3) are significantly above industry averages for established companies, indicating a high-risk borrower profile.
- The negative gross margin and substantial accumulated deficit suggest performance well below industry standards for profitable refining operations.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Financial Officer | Unknown | Marcus Laun (Interim) | August 2025 | Previous CFO resigned, Marcus Laun appointed interim while search for permanent CFO continues. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Authorized Common Stock Increase | Stockholders approved an amendment to increase the number of authorized shares of common stock from 100,000,000 to 2,000,000,000 shares. | 2025-11-05 | Facilitates future equity capital raises, potentially diluting existing shareholders. |
| Reverse Stock Split Authorization | Stockholders approved a proposal authorizing the Board of Directors to effect a reverse stock split at a ratio of not less than 1-for-2 and not more than 1-for-25. | 2025-11-04 | Provides flexibility to increase share price, potentially to meet listing requirements or facilitate capital raises, but does not change company value. |
| Stock Plan Amendment | Stockholders approved an amendment to the 2020 Stock Plan to increase the number of shares authorized for issuance under the plan from 1,666,667 shares to 4,000,000 shares. | 2025-11-04 | Increases the pool of shares available for equity compensation, potentially leading to further dilution. |
| Disclosure Controls and Procedures | Management concluded that the company's disclosure controls and procedures were not effective to provide reasonable assurance that information required to be disclosed is accumulated and communicated timely. | 2025-09-30 | Indicates a material weakness in internal controls, increasing risk of reporting errors and non-compliance. |
| Board of Directors Election | Stockholders elected Marcus Laun, Matthew Flemming, Leo Womack, and Todd Palin to serve as directors. | 2025-11-04 | Standard election of directors, no immediate specific impact beyond continuity of governance. |
| Auditor Ratification | Stockholders ratified the appointment of Tanner LLC as the independent registered public accounting firm for fiscal year 2025. | 2025-11-04 | Standard ratification of auditors, ensuring independent oversight of financial statements. |
Legal Proceedings
- In the ordinary course of business, the company is from time to time involved in various pending or threatened legal actions. The litigation process is inherently uncertain, and it is possible that the resolution of such matters might have a material adverse effect upon the company's financial condition and/or results of operations. However, in the opinion of management, matters currently pending or threatened against the company are not expected to have a material adverse effect on its financial position or results of operations.
Related Party Transactions
- JPMorgan, a significant shareholder (9.58% common shares, 25,000 warrants as of September 30, 2025), previously held a governance agreement (JPM Agreement) granting consent rights on certain business matters, Board observation rights, and financial statement/inspection rights. This agreement terminated upon Nasdaq listing in October 2024.
- The company issued 366,260 shares of common stock to Varie Asset Management LLC as consideration for its commitment to purchase up to $8.125 million of common stock.
- The company may issue up to an additional 183,131 shares of common stock to Varie Asset Management LLC in connection with additional purchases.
- The company agreed to pay Varie Asset Management LLC $12,000 per month commencing on the Commencement Date of the purchase agreement.
- Sitting and committee fees of $100,430 (three months) and $262,025 (nine months) were paid to non-employee directors.
- Shares of restricted common stock were granted to non-employee directors: 83,334 shares on December 31, 2024 (fair value $95,834), 83,334 shares on January 10, 2025 (fair value $115,826), 83,334 shares on February 28, 2025 (fair value $59,996), and 450,000 shares on May 22, 2025 (fair value $432,990).
- On November 5, 2025, 1,150,000 shares of common stock were issued to officers, directors, and employees pursuant to the 2020 Stock Plan.
Stakeholder Impact
- Shareholders face significant dilution risk from ongoing and planned equity raises (Varie agreement, Reg CF offering, increased authorized shares, stock plan amendment). Potential for further value erosion due to negative financial performance and going concern issues. Reverse stock split authorization could temporarily boost share price but does not change underlying value.
- Employees/Management receive share-based compensation, but the overall financial instability could impact job security and long-term incentives.
- Creditors/Lenders face high risk due to significant past due debt and reliance on high-interest financing. The company's ability to repay obligations is uncertain without further capital raises.
- Customers may experience potential supply disruptions (as experienced in late June 2025), which could impact customer relationships and reliability.
- Suppliers face a risk of delayed payments due to the company's liquidity challenges.
Next Steps
- Resume production at the Foreland refinery in January 2026.
- Secure greater volumes of crude oil for the Foreland refinery to increase revenues.
- Pursue opportunities to reduce debt service through refinancing or repayment of existing obligations.
- Establish strategic partnerships.
- Raise additional capital through equity or debt offerings, or a combination thereof.
- Complete the PR Spring facility construction by summer 2026.
- File a registration statement covering the resale of shares under the Varie Asset Management purchase agreement.
- The Board of Directors may effect a reverse stock split on or before April 30, 2027.
- Foreland intends to continue selling shares of its Preferred Stock pursuant to the Reg CF Offering.
Key Dates
| Date | Description |
|---|---|
| 2019-06-04 | Company incorporated in Delaware as Recoteq, Inc. |
| 2020-03-27 | Company adopted an incentive stock option plan (the Plan). |
| 2020-04-22 | Company changed its name to Sky Quarry Inc. |
| 2020-09-16 | Company acquired 2020 Resources LLC and 2020 Resources (Canada) Ltd. |
| 2020-09-16 | Company issued a promissory note to JPMorgan in the amount of $450,000. |
| 2020-09-24 | Stockholders Agreement entered into by all stockholders and the Company. |
| 2021-06-21 | Stockholders consented to terminate the Stockholders Agreement and approved a governance agreement (the JPM Agreement) with JPMorgan. |
| 2021-09-29 | The SEC qualified an offering of securities submitted by the Company under Regulation A (the 2021 Reg A Offering). |
| 2022-09-01 | Grant date for stock options vesting equally over 3 years. |
| 2022-09-29 | The 2021 Reg A Offering closed with total gross proceeds of $18,195,838. |
| 2022-09-30 | Company acquired Foreland Refining Corporation. |
| 2022-12-21 | Foreland entered into an Invoice Purchase and Security Agreement (IPSA) and inventory finance rider with Alterna Capital Solutions, LLC. |
| 2023-01-17 | Libertas agreement dated. |
| 2023-01-23 | Company entered into a promissory note for $100,000 from private lender B. |
| 2023-02-21 | Company entered into a binding term sheet with private lender A for a convertible loan of $1,000,000. |
| 2023-04-06 | Parties amended the terms of the term sheet by way of a debt satisfaction agreement with private lender A. |
| 2023-05-17 | Foreland entered into an agreement of sale of future receivables with Libertas (Libertas #1). |
| 2023-06-14 | Foreland entered into a business loan and security agreement with LendSpark Corporation (LendSpark #1). |
| 2023-06-30 | Foreland entered into an agreement of sale of future receivables with Libertas (Libertas #3). |
| 2023-09-14 | Foreland entered into an agreement of sale of future receivables with Libertas (Libertas #2). |
| 2023-10-05 | Grant date for stock options, with 31,112 vesting immediately and the remainder vesting equally over 3 years. |
| 2023-10-25 | Foreland entered into an agreement of sale of future receivables with Libertas (Libertas #4). |
| 2023-11-01 | Grant date for stock options, with 31,112 vesting immediately and the remainder vesting equally over 3 years. |
| 2023-11-24 | Company issued a promissory note in the amount of $2,000,000, convertible, to Private Lender C. |
| 2024-01-11 | Foreland entered into an agreement of sale of future receivables with Libertas (Libertas #5). |
| 2024-01-18 | Foreland entered into an agreement of sale of future receivables with Libertas (Libertas #6). |
| 2024-02-19 | Foreland entered into an agreement of sale of future receivables with Libertas (Libertas #7). |
| 2024-04-05 | West Texas Intermediate (WTI) crude oil price was $87 per barrel. |
| 2024-04-09 | Certificate of Amendment to Certificate of Incorporation filed to effect a one-for-three (1-for-3) reverse stock split. |
| 2024-04-19 | LendSpark #1 loan was repaid in full. |
| 2024-04-19 | Foreland entered into an agreement of sale of future receivables with Parkside Funding. |
| 2024-04-19 | Foreland entered into an agreement of sale of future receivables with UFS West. |
| 2024-04-21 | Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC. |
| 2024-04-30 | Foreland entered into a business loan and security agreement with LendSpark Corporation (LendSpark #3). |
| 2024-04-30 | Private Lender C note holder elected to convert accumulated interest totaling $18,247 to 3,802 shares of common stock. |
| 2024-05-16 | Foreland entered into a business loan and security agreement with LendSpark Corporation (LendSpark #4). |
| 2024-05-16 | Foreland entered into an agreement of sale of future receivables with Libertas (Libertas #8). |
| 2024-06-03 | Foreland entered into a business loan and security agreement with Clearview Funding Group LLC. |
| 2024-06-13 | Company entered into a promissory note for $122,500 from private lender C. |
| 2024-06-14 | The SEC qualified an offering of securities submitted by the Company under Regulation A (the 2024 Reg A Offering). |
| 2024-06-14 | Company entered into an engagement agreement with Digital Offering, LLC. |
| 2024-06-20 | Company entered into a promissory note for $800,000 from private lender A. |
| 2024-06-30 | Private Lender C note holder elected to convert accumulated interest totaling $89,260 to 18,596 shares of common stock. |
| 2024-07-18 | Private lender A convertible loan was repaid in full. |
| 2024-07-18 | Private lender A promissory note was repaid in full. |
| 2024-07-22 | Private lender C promissory note was repaid in full. |
| 2024-07-29 | Clearview Funding Group LLC loan was repaid in full. |
| 2024-08-27 | Company issued common stock and warrants to certain lenders as consideration for the reduction of weekly payments during the Reg A Offering. |
| 2024-08-27 | Company entered into a promissory note for $1,200,000 from private lender A. |
| 2024-09-07 | The Company's board of directors approved, subject to stockholder approval, an amendment to the 2020 Stock Plan. |
| 2024-10-09 | The 2024 Reg A Offering closed, and 25,714 Agent Warrants were issued to Digital Offering, LLC. |
| 2024-10-10 | Private lender A promissory note was repaid in full. |
| 2024-10-24 | Private lender B promissory note was repaid in full. |
| 2024-11-22 | Grant date for stock options vesting equally over 3 years. |
| 2024-12-02 | Company entered into a promissory note for $1,200,000 from private lender A. |
| 2024-12-04 | LendSpark #4 note matured. |
| 2024-12-30 | The warrant agreement for Libertas #8 was amended to reduce the price to $0.83 per share. |
| 2024-12-31 | Company issued an aggregate of 83,334 shares of restricted common stock to its non-employee directors. |
| 2025-01-07 | Libertas #7 note matured. |
| 2025-01-10 | Company issued an aggregate of 83,334 shares of restricted common stock to its non-employee directors. |
| 2025-03-02 | Private Lender A note matured. |
| 2025-03-04 | LendSpark #3 note matured. |
| 2025-03-06 | Libertas #8 note matured. |
| 2025-03-15 | ACMO USOS LLC note matured. |
| 2025-03-16 | Private Lender C note holder elected to convert accumulated interest totaling $92,073 to 108,334 shares of common stock. |
| 2025-04-16 | Company issued a promissory note in the amount of $100,000, convertible, in replacement of current debt. |
| 2025-04-24 | Previous warrant agreements with private lender A were amended to extend the exercise period and reduce the exercise price. |
| 2025-04-25 | The amount owing for LendSpark #3 was increased by $42,030 as an inducement to negotiate and enter into a forbearance agreement. |
| 2025-04-25 | The amount owing for LendSpark #4 was increased by $32,108 as an inducement to negotiate and enter into a forbearance agreement. |
| 2025-05-05 | Note holder elected to convert debt in the amount of $79,197 and accumulated interest totaling $21,292 into 40,000 shares of common stock. |
| 2025-05-22 | Company entered into a promissory note for $150,000 from private lender E. |
| 2025-05-22 | Company issued an aggregate of 450,000 shares of restricted common stock to its non-employee directors. |
| 2025-06-27 | The Company's wholly owned subsidiary, Foreland Refining Corporation, launched a Regulation Crowdfunding (Reg CF) offering. |
| 2025-07-09 | Company entered into a purchase agreement and a registration rights agreement with Varie Asset Management LLC. |
| 2025-07-16 | Private Lender D note matured. |
| 2025-07-21 | Company entered into a promissory note for $125,000 from private lender E. |
| 2025-07-22 | Foreland received $159,211 (net of fees) in funding from issuance of preferred shares in Foreland Refinery of $179,500. |
| 2025-08-01 | One-month forbearance agreement with Lendspark Corporation began. |
| 2025-08-07 | Foreland received $103,856 (net of fees) in funding from issuance of preferred shares in Foreland Refinery of $117,500. |
| 2025-08-29 | Company entered into a promissory note for $175,000 from private lender E. |
| 2025-08-31 | One-month forbearance agreement with Lendspark Corporation expired. |
| 2025-09-02 | The board of directors re-approved the amendment to the 2020 Stock Plan. |
| 2025-09-09 | Foreland entered into a one-month forbearance agreement with Lendspark Corporation. |
| 2025-09-09 | Private Lender C note holder elected to convert accumulated interest totaling $45,000 to 93,750 shares of common stock. |
| 2025-09-10 | Record date for the Annual Meeting of Stockholders. |
| 2025-09-17 | Definitive proxy statement filed with the SEC for the Annual Meeting. |
| 2025-09-30 | West Texas Intermediate (WTI) crude oil price was $63 per barrel. |
| 2025-10-01 | Foreland completed the sale of 1,182 shares of Preferred Stock for aggregate proceeds of $416,700 from the Reg CF Offering. |
| 2025-10-01 | Foreland received $107,120 (net of fees) in funding from issuance of preferred shares in Foreland Refinery of $118,200. |
| 2025-10-27 | Sky Quarry issued a convertible promissory note to Varie Asset Management in the amount of $100,000. |
| 2025-11-04 | The Company's Annual Meeting of Stockholders was held. |
| 2025-11-05 | An amendment to the certificate of incorporation was filed, increasing authorized common stock from 100,000,000 to 2,000,000,000 shares. |
| 2025-11-05 | Company entered into restricted stock award agreements for the issuance of 1,150,000 shares of common stock to its officers, directors and employees. |
| 2025-11-13 | There were 24,776,381 shares of common stock, $0.0001 par value, issued and outstanding. |
| 2025-11-14 | Date of presentation of these financial statements. |
| 2025-11-24 | KF Business loan matures. |
| 2025-11-29 | Libertas #5 note matured. |
| 2025-12-21 | The IPSA agreement with Alterna Capital Solutions, LLC matures. |
| 2026-01-01 | Company expects production to resume. |
| 2026-03-01 | USA SBA note matures. |
| 2026-04-26 | Varie Asset Management convertible note due date. |
| 2026-06-30 | Expected vesting completion for certain restricted shares. |
| 2026-08-31 | Private Lender E note matures. |
| 2026-11-24 | Private Lender C convertible note matures. |
| 2027-05-22 | Private Lender E note matures. |
| 2027-07-21 | Private Lender E note matures. |
| 2027-08-29 | Private Lender E note matures. |
| 2027-10-27 | Varie Asset Management warrant expiration date. |
| 2027-11-23 | Expiration date for stock options granted November 22, 2024. |
| 2028-08-31 | Expiration date for stock options granted September 1, 2022. |
| 2028-10-14 | Expiration date for stock options granted October 5, 2023. |
| 2028-10-31 | Expiration date for stock options granted November 1, 2023. |
| 2029-07-24 | Extended term for previous warrants issued to KFBV. |
| 2030-01-31 | ML-51705 mineral lease expiry date. |
| 2030-10-02 | Private Lender F preferred stock automatic redemption date. |
| 2044-12-31 | Right-of-Way Grant N-42414 expiration. |
| 2054-12-31 | Right-of-Way Grant N-41035 expiration. |
Recommendation
strong sellThe company is in severe financial distress, evidenced by substantial and worsening net losses, negative gross margins, and persistent negative operating cash flows. The explicit "going concern" warning from management and auditors indicates a high probability of bankruptcy or significant restructuring. Revenue has plummeted, and the cost structure is inefficient. While there are attempts to raise capital, the terms are often highly dilutive or carry very high interest rates, reflecting extreme risk. The operational delays at the refinery and the unproven nature of the PR Spring facility further compound the uncertainty. Investors face substantial risk of capital loss.
Keywords
Oil production, refining, environmental remediation, waste asphalt shingles, oil-saturated soils, ECOSolv technology, crude oil, diesel, liquid asphalt, VGO, naphtha, PR Spring facility, Eagle Springs Refinery, SEC filing, 10-Q, financial results, going concern, debt, equity, capital raise, corporate governance, risk factors
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