Facing Nasdaq compliance pressure, Sky Quarry seeks shareholder approval for two reverse splits (up to 1:625) and a new equity plan

summarizeSummary

Sky Quarry filed a preliminary proxy for a September 18 special meeting, asking shareholders to approve two reverse stock splits (up to 1:625 aggregate) to maintain Nasdaq listing and a new equity incentive plan with 3 million shares plus an annual 19.99% evergreen increase.

check_boxKey Events · Corporate Governance and Compliance · SKYQ

• Two Reverse Splits Proposed

  Proposals 1 and 2 seek authorization for two sequential reverse stock splits, each at ratios between 1-for-2 and 1-for-25, with the board able to implement an aggregate ratio up to 1-for-625. The board cites the need to maintain Nasdaq's $1.00 minimum bid price after the stock traded near $1.00 in June 2026.

• New Equity Plan with Evergreen Provision

  Proposal 3 asks approval of the 2026 Omnibus Incentive Plan, reserving 3,000,000 shares initially and automatically increasing each year by 19.99% of outstanding shares. The plan would replace the depleted 2020 Stock Plan and could significantly dilute existing holders if fully utilized.

• Nasdaq Listing at Risk

  The company previously regained compliance after a 1-for-8 reverse split in March 2026, but the stock price has again approached the $1.00 threshold. The board warns that delisting would reduce access to capital and financing leverage.

• Special Meeting Set for September 18

  Shareholders of record as of July 24, 2026 will vote at a special meeting on September 18, 2026. Approval of the second reverse split is conditioned on approval of the first.

auto_awesomeAnalysis · SKYQ · Energy & Transportation

Sky Quarry is asking shareholders to authorize two back-to-back reverse stock splits, each at ratios between 1-for-2 and 1-for-25, giving the board discretion to implement an aggregate split as high as 1-for-625. The company's stock has traded near $1.00 as recently as June 2026, putting its Nasdaq listing at risk. The board argues the splits are needed to maintain the $1.00 minimum bid price and preserve access to capital markets, including its existing ATM program. The proxy also seeks approval of a 2026 Omnibus Incentive Plan with 3 million shares initially reserved and an automatic annual increase equal to 19.99% of outstanding shares — a significant potential dilution lever. The special meeting is set for September 18, 2026. Against a backdrop of near-zero revenue, a going concern warning, and a recent $100,000 bonus to the interim CEO, these proposals signal a company fighting for survival and willing to use aggressive capital-structure tools to stay listed and retain talent.