Skye Bioscience (SKYE) SEC Filings

Skye Bioscience, Inc. (SKYE) proposes to acquire Redx Pharma Limited through a U.K. scheme of arrangement, subject to Skye stockholder and Redx shareholder approvals, regulatory approvals and U.K. court sanction. At an assumed exchange ratio of 0.0892, each Redx Scheme Share would be exchanged for approximately 0.0892 Skye common shares; eligible holders may elect non-voting shares. Skye agreed to a Concurrent Financing for $67.9 million, which may increase to up to $72.9 million subject to conditions; Redx issued $36.0 million of Series A shares, and Skye's ELOC permits up to $22.0 million of share purchases, subject to funding-based reductions.

At the assumed ratio, Skye expects to issue approximately 109,218,976 common shares; projected ownership is 59.74% for Redx holders and 5.38% for Skye holders. If the specified adjustment remains unresolved at or before closing, Skye's valuation is reduced to $2.0 million and the ratio becomes 0.6496; expected issuance is approximately 794,079,692 shares, with projected ownership of 62.75% and 0.78%, respectively. These share counts exclude the proposed reverse split. The Articles Proposal would increase authorized common shares from 37,500,000 to 1,500,000,000 and authorize 350,000,000 non-voting shares. The split is proposed before the Effective Time to support Nasdaq's $4.00 minimum bid requirement; Nasdaq listing is a closing condition. Completion is expected in the fourth quarter of 2026.

Skye Bioscience, Inc. (SKYE) is the issuer named in a Schedule 13G reporting 263,560 shares of common stock beneficially owned by Tang Capital Management, LLC and Kevin Tang, each with reported ownership of 6.0%. Both report shared voting and dispositive power over the same block, alongside Tang Capital Partners, LP, Tang Capital Partners International, LP, Tang Capital Partners III, Inc. and Tang Capital Partners IV, Inc. The latter four entities report 60,000, 83,556, 60,002 and 60,002 shares, respectively. The ownership percentages are based on 4,427,676 common shares outstanding as of August 11, 2026. Kevin Tang is identified as manager of Tang Capital Management and chief executive officer of Tang Capital Partners III and Tang Capital Partners IV.

Skye Bioscience, Inc. director and 10% owner Andrew J. Schwab reported sales of common shares held by 5AM Ventures II, L.P. and 5AM Co-Investors II, L.P., totaling 148,079 shares on September 22 and 23, 2026. The September 22 sales were reported at $1.65 per share; the September 23 sales were reported at a weighted average of $1.61 per share, with sale prices ranging from $1.60 to $1.77.

Skye Bioscience, Inc.'s ownership disclosure lists sales by 5AM Ventures II, L.P. and 5AM Co-Investors II, L.P. On September 23, 2026, Ventures II sold 114,851 shares at a weighted average price of $1.61, and Co-Investors II sold 4,528 shares at $1.61. On September 22, the entities reported block sales of 27,612 and 1,088 shares, respectively, at $1.65 per share.

5AM Ventures VII, L.P., 5AM Partners VII, LLC and Dr. Kush Parmar each reported beneficial ownership of 1,194,443 shares, or 25.7%, including 981,269 common shares and 213,174 shares issuable upon warrant exercise. Andrew J. Schwab reported 1,218,088 shares, or 26.1%, including 23,645 shares issuable upon exercise of options. The ownership percentages are based on 4,427,677 shares outstanding as of August 11, 2026, giving effect to the reverse split and stock options exercisable within 60 days. The 1-for-8 reverse split took effect August 24, 2026.

Skye Bioscience, Inc. reports sales of 148,079 common shares by 5AM Ventures II, L.P. and 5AM Co-Investors II, L.P. on September 22 and 23, 2026. On September 22, Ventures II sold 27,612 shares and Co-Investors II sold 1,088 shares at $1.65 per share. On September 23, they sold 114,851 and 4,528 shares, respectively, at a weighted average price of $1.61 per share; those sales occurred in multiple transactions priced from $1.60 to $1.77 inclusive. Separately, 5AM Ventures VII, L.P. reported indirect holdings of 981,269 common shares on September 22.

Skye Bioscience, Inc. (SKYE) director and ten percent owner Andrew J. Schwab, through affiliated 5AM funds, reported open-market sales of Skye common stock on September 16, 2026. 5AM Ventures II, L.P. sold 32,607 shares and 5AM Co-Investors II, L.P. sold 1,285 shares at a weighted average of $1.91 per share, with execution prices ranging from $1.70 to $2.11. After these transactions, the entities associated with Schwab report indirect holdings of 142,463 shares (5AM Ventures II), 5,616 shares (5AM Co-Investors II) and 981,269 shares (5AM Ventures VII), with Schwab disclaiming beneficial ownership beyond his pecuniary interest. No Rule 10b5-1 trading plan is reported. A prior 1-for-8 reverse stock split effective August 24, 2026 is reflected in these share amounts.

Skye Bioscience, Inc. (SKYE) had affiliated investment funds managed by 5AM entities report open-market sales of its Common Stock on September 16, 2026. 5AM Ventures II, L.P. sold 32,607 shares and 5AM Co-Investors II, L.P. sold 1,285 shares at a weighted average price of $1.91 per share, leaving them with 142,463 and 5,616 shares, respectively, held indirectly. Another affiliated fund, 5AM Ventures VII, L.P., reported an indirect holding of 981,269 shares. A 1-for-8 reverse stock split effective August 24, 2026 is reflected in these amounts, and no Rule 10b5-1 trading plan is reported.

Skye Bioscience, Inc. (SKYE) reported several corporate developments. On September 8, 2026, Chief Financial Officer and principal financial and accounting officer John P. Sharp resigned, and the company simultaneously terminated its March 31, 2026 Master Services Agreement with Lohman & Associates, Inc. effective the same date. The board then appointed President and Chief Executive Officer Punit Dhillon as principal financial and accounting officer, effective September 8, 2026, with no change to his existing compensation and other employment terms.

The company stated that Mr. Sharp’s departure did not result from any disagreement on financial statements, internal controls, operations, policies or practices. Skye also received notice from Nasdaq that its common stock maintained a closing bid price of at least $1.00 per share for 10 consecutive business days, from August 24 through September 4, 2026, thereby regaining compliance with Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market and closing that matter. Skye further described ongoing steps toward a proposed acquisition of Redx Pharma Limited, including plans to file a proxy statement and the related forward-looking risks.

Skye Bioscience, Inc. (SKYE) entered into a Securities Purchase Agreement with Redmile Biopharma Investments III, L.P. establishing an equity line of credit (the “ELOC”) for up to $22,000,000 of common and non-voting common shares. The ELOC size is reduced by equity proceeds from the PIPE above $103,000,000 and is eliminated if funded PIPE proceeds reach $125,000,000.

Skye must, after commencement, direct monthly purchases of up to $2,000,000 of ELOC shares for three years from the PIPE closing, at a price per share based on the lesser of the PIPE Price and Market Price, but not below a 10% discount to the PIPE Price. Skye will also issue Redmile a warrant sized at $5,000,000 divided by the PIPE Price, exercisable from January 1, 2027 to January 1, 2030, with a floor exercise price of 90% of the PIPE Price. Issuances are constrained by a 19.99% Nasdaq exchange cap and a 9.99% beneficial ownership limit, with excess issuances structured as non-voting common stock. Skye agreed to register resales of the ELOC and conversion shares within 10 business days of the PIPE closing.