Skye Bioscience (SKYE) inks Redx merger and $125M financing to form Fibrx
Rhea-AI Filing Summary
Skye Bioscience entered a definitive agreement to acquire Redx Pharma via a UK scheme of arrangement and combine as Fibrx Therapeutics, a fibrosis-focused biotech expected to trade on Nasdaq and be led by the current Redx management team and board.
Based on the agreed Exchange Ratio and assumed financings, pre-transaction Redx holders are expected to own about 46.17% of the combined company, pre-transaction Skye holders about 5.38%, and investors in the concurrent and Series A financings about 48.45%, on a fully diluted basis, subject to net cash and other adjustments. Aggregate gross proceeds of roughly $125 million from a $67.9 million concurrent private financing, a $36.0 million Redx Series A round and related structures, plus an equity line facility of up to $22.0 million, are expected to fund operations into 2029, including a planned Phase 2 trial of lead asset RXC008 with topline data expected in the second half of 2028.
Skye will implement a 1‑for‑8 reverse stock split, reducing outstanding common shares from 35,421,413 to about 4,427,676 to support compliance with Nasdaq’s minimum bid price rule. Pre-transaction Skye stockholders will receive one contingent value right per share, giving them 90% of net cash proceeds, if any, from future monetization of nimacimab and related intellectual property over a defined period. Certain Redx holders will receive similar CVRs tied to Redx legacy assets.
Positive
- Approximately $125 million in aggregate financings (including a $67.9 million concurrent financing and $36.0 million Series A) plus a $22.0 million equity line facility are expected to fund the combined company into 2029 through key RXC008 Phase 2 milestones.
- The combination creates Fibrx Therapeutics, a Nasdaq-listed, fibrosis-focused biotech led by an experienced Redx management team, with RXC008 in Phase 2 planning and additional anti-fibrotic programs, potentially enhancing long-term growth prospects.
- Pre-transaction Skye stockholders receive contingent value rights to 90% of net cash proceeds, if any, from monetization of nimacimab and its intellectual property, preserving potential upside from a discontinued program.
Negative
- Skye’s pre-transaction equityholders are expected to own only about 5.38% of the combined company on a fully diluted basis, implying substantial dilution relative to Redx holders and new financing investors.
- The agreed equity value attributed to Skye is $14.5 million, with a possible automatic reduction to a $2.0 million valuation floor if a specified adjustment is unresolved, which could further reduce Skye holders’ economic stake.
- A 1‑for‑8 reverse stock split will cut Skye’s outstanding shares from 35,421,413 to roughly 4,427,676, highlighting prior share price pressure and reliance on structural actions to maintain Nasdaq listing compliance.
Filing Explained
The deal remains conditional, while Skye has scheduled its 1-for-8 split and disclosed that $22 million financing capacity is not committed closing cash.
The transaction remains pre-closing: Skye’s acquisition of Redx still requires shareholder approvals, court sanction of the UK scheme, and other closing conditions, so the proposed ownership changes have not yet occurred.
The filing moves the reverse split from a proposed transaction measure to a board-approved action, but its certificate is expected to become effective at about
The announced approximately
Separate executive agreements set Punit Dhillon’s last employment day as
8-K Event Classification
8 items: 1.01, 3.02, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01
8 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 3.03
Material Modification to Rights of Security Holders
Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.01
Changes in Control of Registrant
Governance
A change in control of the company occurred, such as through a merger, takeover, or management buyout.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Concurrent Financing Size: $67.9 million
Redx Series A Financing: $36.0 million
Equity Line Facility: $22.0 million
+5 more
8 metrics
Concurrent Financing Size
$67.9 million
Aggregate purchase price for shares sold immediately after the Effective Time
Redx Series A Financing
$36.0 million
Aggregate purchase price for Series A shares issued by Redx prior to closing
Equity Line Facility
$22.0 million
Maximum aggregate purchase price under three‑year equity line with Redmile
Reverse Stock Split Ratio
1-for-8
Reverse split of authorized, issued and outstanding common stock
Shares Outstanding Pre-Split
35,421,413 shares
Common stock outstanding as of August 11, 2026 before reverse split
Shares Outstanding Post-Split
4,427,676 shares
Approximate common stock outstanding after 1‑for‑8 reverse split
Pro Forma Ownership Skye Holders
5.38%
Expected fully diluted ownership of combined company by pre‑transaction Skye equityholders
Implied Skye Equity Value
$14.5 million
Equity value attributed to Skye for Exchange Ratio, subject to adjustments and $2.0 million floor
Key Terms
Scheme of Arrangement, Contingent Value Right, Reverse Stock Split, Equity Line Facility, +2 more
6 terms
Scheme of Arrangement regulatory
"Skye will acquire Redx via a scheme of arrangement under Part 26 of the UK Companies Act 2006"
A scheme of arrangement is a legal agreement between a company and its shareholders or creditors to reorganize or settle debts, often to avoid bankruptcy or make big changes. It’s like a carefully planned handshake that everyone agrees to, helping the company stay afloat or improve its financial health.
Contingent Value Right financial
"holders will receive one contingent value right for each outstanding share of Common Stock"
A contingent value right is a special security that gives its holder the right to receive one or more future payments only if specified events happen, such as a product reaching a sales target or getting regulatory approval. It matters to investors because it offers potential extra payout tied to uncertain outcomes—like a bet that a project will succeed—so it can add upside to a deal while also carrying extra risk and valuation uncertainty.
Reverse Stock Split financial
"The board of directors approved a reverse stock split of Common Stock at a ratio of 1-for-8"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
Equity Line Facility financial
"a committed equity line facility of up to $22.0 million supports the Securities Purchase Agreement"
An equity line facility is a financing arrangement that lets a company raise money over time by selling newly issued shares to an investor or through a market program, similar to drawing on a credit line but paid with stock instead of cash. It matters to investors because it provides the company with flexible access to cash for growth or obligations, but it can dilute existing shareholders’ ownership and affect the share price as new shares are issued.
GI-restricted pan-ROCK inhibitor medical
"RXC008, a GI-restricted pan-ROCK inhibitor for the treatment of fibrostenotic Crohn’s disease"
Fast Track designation regulatory
"RXC008 has an open U.S. IND and was granted FDA Fast Track designation in January 2026"
Fast track designation is a status the U.S. Food and Drug Administration grants to drugs intended to treat serious conditions and address an unmet medical need. It gives the developer more frequent communication with the FDA and can allow parts of the application to be reviewed on a rolling basis, and it may pave the way to priority review or accelerated approval. It can shorten development timelines, though it does not guarantee approval.
FAQ
What is Skye Bioscience (SKYE) announcing in its deal with Redx Pharma?
Skye Bioscience agreed to acquire Redx Pharma via a scheme of arrangement, creating Fibrx Therapeutics, a fibrosis-focused company that plans to trade on Nasdaq. The combined company will be led by Redx’s current management team and advance RXC008 and other anti‑fibrotic programs.
How will ownership of the combined Skye (SKYE) and Redx company be split?
On a fully diluted, pro forma basis, pre‑transaction Redx equityholders are expected to own about 46.17%, pre‑transaction Skye equityholders about 5.38%, and investors in the concurrent and Series A financings about 48.45%, subject to net cash and other adjustments at closing.
How much new capital will Skye (SKYE) and Redx raise in connection with the transaction?
The structure includes a $67.9 million concurrent financing, a $36.0 million Redx Series A financing, and an equity line facility of up to $22.0 million, supporting aggregate gross proceeds of roughly $125 million to fund the combined company into 2029.
What reverse stock split is Skye (SKYE) implementing and why?
Skye’s board approved a 1‑for‑8 reverse stock split, expected effective around August 24, 2026, to raise the per‑share price above $1.00 and regain compliance with Nasdaq Listing Rule 5550(a)(2). Shares outstanding will drop from 35,421,413 to about 4,427,676, excluding rounding effects.
What is the lead program RXC008 in the Skye (SKYE) and Redx combined pipeline?
RXC008 is a GI‑restricted pan‑ROCK inhibitor being developed for fibrostenotic Crohn’s disease. It has an open U.S. IND and FDA Fast Track designation, with a Phase 2 clinical study planned and topline data anticipated in the second half of 2028.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 12, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
(Address of principal executive offices) | ||
( | ||
| (Registrant’s telephone number, including area code) | ||
_________________________
| (Former name or former address, if changed since last report) | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions.
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| 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 $0.001 | SKYE | The Nasdaq Stock Market LLC | ||||||||||||
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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Transaction Agreement
The Transaction
On August 14, 2026, Skye Bioscience, Inc., a Nevada corporation (the “Company”), entered into a transaction agreement (“Transaction Agreement”) with Redx Pharma Limited, a private limited company incorporated in England and Wales with registered number 07368089 (“Redx”).
The Transaction Agreement provides that, subject to the terms and conditions set forth therein, including the requisite approval of each of the Company’s and Redx’s shareholders, the Company will acquire the entire issued and to be issued share capital of Redx pursuant to a scheme of arrangement under Part 26 of the United Kingdom Companies Act 2006 (the “Scheme of Arrangement” and such transaction, the “Transaction”).
Under the Transaction Agreement, following the effective time of the Scheme of Arrangement (the “Effective Time”), each Scheme Share (as defined in the Scheme of Arrangement) (each, a “Scheme Share”) shall be transferred from the holders of the Scheme Shares (each, a “Scheme Shareholder”) to the Company in exchange for a number of validly issued, fully paid and non-assessable shares of common stock of the Company, par value of $0.001 per share (the “Common Stock”) or if elected for a part or all of the Scheme Shares held by an Eligible Electing Shareholder (as defined in the Transaction Agreement), shares of non-voting common stock of the Company to be established prior to the Effective Time, which shares will be convertible into shares of Common Stock on a one-for-one basis (the “Non-Voting Common Stock” and, the shares of Common Stock and/or Non-Voting Common Stock to be issued pursuant to the Transaction Agreement, the “Share Deliverables” and collectively, the “Exchange Shares”), calculated in accordance with the Exchange Ratio as set forth in the Transaction Agreement (the “Exchange Ratio”).
On the date hereof, Redx has entered into a subscription agreement pursuant to which, prior to the closing of the Transaction, Redx intends to issue series A shares in the capital of Redx (the “Series A Shares”) for an aggregate purchase price of $36.0 million (the “Series A Financing”), and such Series A Shares will form part of the Scheme Shares. In addition, the Company and an existing investor have entered into a side letter (the “Side Letter”) in connection with the Concurrent Financing (as defined below) and the Transaction Agreement pursuant to which such investor has agreed to invest up to an additional $5.0 million in the Concurrent Financing, subject to the satisfaction of certain conditions in the Side Letter.
At the Effective Time, the Scheme Shareholders shall cease to have any rights with respect to the Scheme Shares, except their rights, in accordance with the terms of the Scheme of Arrangement, to receive in exchange for each Scheme Share held by a Scheme Shareholder, (i) the Share Deliverables and (ii) if such Scheme Shareholder is a Company Legacy Stockholder (as defined in the Transaction Agreement), one Company Legacy CVR (as defined below), issued subject to and in accordance with the terms and conditions of the Company CVR Agreement (as defined below), in each case subject to the terms and conditions set forth therein and in the Scheme of Arrangement.
Pursuant to the Exchange Ratio formula described in the Transaction Agreement, upon the Closing (as defined below), on a pro forma basis and based upon the number of shares of Exchange Shares expected to be issued in connection with the Transaction and the Concurrent Financing, pre-Transaction equityholders of Redx are expected to own approximately 46.17% of the combined company, pre-Transaction equityholders of the Company are expected to own approximately 5.38% of the combined company and the investors in the Concurrent Financing and the Series A Financing are expected to own approximately 48.45% (assuming gross proceeds from the Concurrent Financing of $67.9 million and assuming gross proceeds from the Series A Financing of $36.0 million), in each case, calculated on a fully diluted basis, using the treasury stock method, and subject to certain assumptions, including (i) a valuation for the Company of $14.5 million (assuming the Company has Acquiror Net Cash (as defined in the Transaction Agreement) of at least $2,000,000 (“Company Net Cash”) as of the closing of the Transaction (the “Closing” and such date, the “Closing Date”), (ii) a valuation for Redx of $125.0 million, (iii) the relative capitalization of the Company and Redx and (vi) assuming that the Concurrent Financing is not increased pursuant to the Side Letter or otherwise. The percentage of the combined company that each party’s
equityholders will own following the Closing is subject to certain adjustments as described in the Transaction Agreement, including the amount of the final Company Net Cash at Closing. For purposes of the Exchange Ratio, the equity value attributed to the Company is $14,500,000, subject to adjustment based on Company Net Cash as described in the Transaction Agreement.
In addition, the valuation of the Company is subject to adjustment based on the Specified Adjustment (as defined in the Transaction Agreement). If the Specified Adjustment is not resolved at or prior to the Closing, the valuation of the Company will be automatically reduced to $2,000,000 (the “Valuation Floor”) and the expected ownership of the combined company will be recalculated in accordance with the Exchange Ratio. If the Specified Adjustment is resolved at or prior to the Closing, any amounts actually paid or payable by the Company will be reflected as deductions in the calculation of Company Net Cash, and the valuation of the Company will be adjusted pursuant to the Company Net Cash adjustment mechanics set forth in the Transaction Agreement, subject to the Valuation Floor.
Following the Closing, it is expected that the following current members of the Redx management team will serve in the following roles in the combined company: Lisa Anson will serve as the Chief Executive Officer of the combined company; Peter Collum will serve as the Chief Financial Officer of the combined company; Mei Lun Wang will serve as the Chief Medical Officer; Dr. Caroline Phillips will serve as Chief Scientific Officer and Dr. Cliff Jones will serve as Chief Technical Officer of the combined company. Additionally, following the Closing, Redx will designate the directors to serve on the board of directors of the combined company, in each case subject to the terms of the Transaction Agreement. In addition, the members of the board of directors of the Company as of immediately prior to the Closing will designate one non-voting observer to the board of directors of the combined company for a period of one year following the Closing. In connection with the Closing, each of the current executive officers and members of the board of directors of the Company are expected to tender their resignations.
In connection with the Transaction, the Company will prepare and file a proxy statement with the Securities Exchange Commission relating to a special meeting of the Company’s stockholders and will seek the approval of the Company’s stockholders of, among other matters, (i) the Company Share Issuance (as defined below), (ii) the change of control of the Company resulting from the Transaction, (iii) if and to the extent necessary or appropriate, one or more amendments to the Company’s Articles of Incorporation to increase the number of authorized shares of Common Stock and/or to authorize the Non-Voting Common Stock and/or to complete a reverse stock split of the Common Stock at a ratio to be mutually agreed upon by the Company and Redx and (iv) any additional approvals as may be required for purposes of consummating the Transaction.
Conditions to the Transaction
The respective obligations of the Company and Redx to consummate the Transaction are subject to the satisfaction or waiver of a number of conditions, including: (i) the approval by Redx’s shareholders of the Scheme of Arrangement and certain related matters, (ii) the sanction by the High Court of Justice of England and Wales (the “Court”) of the Scheme of Arrangement; (iii) the approval by the Company’s stockholders of the Transaction and certain related matters, including the issuance of the Exchange Shares and the shares of Common Stock issuable pursuant to the Concurrent Financing (as defined below) (the “Company Share Issuance”); (iv) the absence of any law or order that enjoins, prevents, prohibits, or makes illegal the consummation of the Transaction; (v) the Securities Purchase Agreement (as defined below) being in full force and effect with cash proceeds of not less than $67.9 million having been received by the Company (whether related to the Securities Purchase Agreement or from any other indebtedness); (vi) the determination of Company Net Cash; (vii) the Common Stock having been continually listed on Nasdaq as and from the date of the Transaction Agreement through the Closing Date and the shares of Common Stock issuable in the Transaction and the Concurrent Financing having been approved for listing on Nasdaq; (viii) the expiration or termination of all agreements with governmental authorities not to consummate the Transaction and (ix) the filing of one or more amendments to the Company’s Articles of Incorporation with the Nevada Secretary of State and, if applicable, a Certificate of Change, in order to effect the Transaction and the Concurrent Financing. The Closing is also subject to other specified customary closing conditions of each party, including the accuracy of each party’s representations and warranties, subject to applicable materiality qualifications, compliance by each party in all material respects with its obligations under the Transaction Agreement, subject to certain materiality standards set forth in the Transaction Agreement,
delivery of certain customary closing documents by each of the Company and Redx, and no Company material adverse effect or Redx material adverse effect since the date of the Merger Agreement that is continuing, respectively. The Closing is also subject to (a) the Company’s receipt of lock-up agreements from certain of Redx’s directors and officers; (c) the delivery of the duly executed Legacy CVR Agreement (as defined below); (b) the delivery of the duly executed Redx CVR Agreement (as defined below), (d) the binding of a contingent liability insurance policy in accordance with the terms of the Transaction Agreement or delivery of a certificate from an executive confirming the Specified Adjustment is resolved, (e) the receipt of a certificate of dissolution or certificate of good standing with respect to Nemus, a corporation incorporated in the State of California, (f) the 5AM Commitment (as defined in the Transaction Agreement) being in full force and effect, (g) the Company Net Cash (after giving effect to all adjustments described in the Transaction Agreement) shall be equal to or greater than $1.0 million; and (h) unless the Specified Adjustment has been resolved on or prior to such date, the Closing shall not occur earlier than October 31, 2026.
Representations and Warranties; Covenants
The Transaction Agreement contains certain representations and warranties of the parties regarding their respective businesses. The Transaction Agreement also contains certain covenants made by each of the Company and Redx, including restrictions on the operation of each party’s business between the date of the Transaction Agreement and Closing and non-solicitation restrictions binding each party and its representatives (and subject to certain exceptions as further described in the Transaction Agreement). In addition, each party has agreed that, subject to certain exceptions, its board of directors will not withdraw its recommendation of the Transaction to its stockholders.
Treatment of Redx Share Options
At the Effective Time, and in compliance with and subject to the terms and limitations set out in the Transaction Agreement: each option to acquire the ordinary shares of £0.01 each in the capital of Redx (“Redx Ordinary Shares”) under Redx’s stock plans (each such option a “Redx Share Option”) that is outstanding and unexercised as of immediately prior to the Effective Time (whether vested or unvested, whether in- or out-of-the-money, and whether market or nil priced) (each, an “Assumed Redx Option”) shall cease to represent a right to acquire Redx Ordinary Shares, and be converted into an option to acquire shares of Common Stock (each such option, a “Company Option”) on the same terms and conditions (including applicable vesting, expiration and post-termination exercise provisions) as applied to such Redx Share Option immediately prior to the Effective Time, provided that the number of shares of Common Stock subject to each Company Option shall be determined by multiplying the number of shares subject to the Redx Share Option by the Exchange Ratio (rounded down to the nearest whole share of the Company’s Common Stock) and provided that the per share exercise price (rounded up to the nearest whole cent) applicable to each Company Option shall be equal to the exercise price per share of such Redx Share Option immediately prior to the Effective Time divided by the Exchange Ratio.
Termination and Termination Fees
The Transaction Agreement contains certain termination rights exercisable by either party, including, among others, if (i) the Transaction is not completed by 11:59 p.m. (Eastern time) on August 14, 2027, subject to up to a four Business Day extension if the Scheme of Arrangement is sanctioned by the Court less than four Business Days before that date, (ii) a governmental authority of competent jurisdiction has issued a final, non-appealable order prohibiting the Transaction, (iii) Redx’s shareholders do not provide the requisite approvals for the Transaction at the applicable meetings, (iv) the Court declines or refuses to sanction the Scheme of Arrangement and any associated appeal is unsuccessful or (v) the Company’s stockholders do not approve the Company Share Issuance.
In addition, either party may terminate the Transaction Agreement in certain additional limited circumstances, including if the other party changes its recommendation of the Transaction to its stockholders or by a party in order to enter into an agreement providing for an alternative acquisition that constitutes a “Superior Proposal” (as defined in the Transaction Agreement), subject to the additional terms and conditions set forth therein.
Redx will be required to make a payment to the Company equal to the product of (i) 0.03 and (ii) the valuation of the combined company, including the aggregate purchase price of the Concurrent Financing (the “Termination Payment Amount”), if the Transaction Agreement is terminated in certain circumstances, including if (i) Redx terminates the Transaction Agreement to accept a Superior Proposal or (ii) the Company terminates the Transaction Agreement because of a Company Adverse Recommendation Change (as defined in the Transaction Agreement) (or if the Redx board communicates to the Court that the Redx board no longer supports the consummation of the Transaction or no longer wishes the Court to sanction the Scheme of Arrangement). This termination fee will also be payable by Redx if (i) the Transaction Agreement was terminated because Redx’s shareholders do not approve the Transaction at the applicable meetings or the Court declines or refuses to sanction the Scheme of Arrangement, (ii) an alternative acquisition proposal has been publicly announced and not publicly withdrawn without qualification at least four business days prior to the Redx’s shareholder meetings or the date of the hearing of the Scheme of Arrangement and (iii) within 12 months from such termination Redx enters into a definitive agreement with respect to an alternative transaction and such transaction is subsequently consummated.
The Company will be required to make a payment to Redx equal to the Termination Payment Amount if the Transaction Agreement is terminated in certain circumstances, including (i) if the Company terminates the Transaction Agreement to accept a Superior Proposal or (ii) Redx terminates the Transaction Agreement because of an Acquiror Adverse Recommendation Change (as defined in the Transaction Agreement). This termination fee will also be payable by the Company if (i) the Transaction Agreement was terminated because the Company’s stockholders do not approve the Company Share Issuance, (ii) an alternative acquisition proposal has been publicly announced and not publicly withdrawn without qualification at least four business days prior to the Company’s stockholder meeting and (iii) within 12 months from such termination the Company enters into a definitive agreement with respect to an alternative transaction and such transaction is subsequently consummated.
Voting Agreements
Concurrent with the execution of the Transaction Agreement, (i) certain shareholders of the Company who together hold or control, in the aggregate, approximately 1.05% of the voting power of the Company, have entered into a voting and support agreement (each, a “Company Voting Agreement”) with the Company and Redx pursuant to which each such stockholder agreed to, among other things, and subject to the terms and conditions set forth in the Company Voting Agreement, vote all of the shares of capital stock of the Company held by such shareholder in favor of the issuance of the Exchange Shares; and (ii) certain shareholders of Redx who together hold or control, in the aggregate, approximately 83.34% of the total outstanding share capital of Redx, have entered into a voting and support agreement (each an “Redx Voting Agreement”) with the Company and Redx pursuant to which each such shareholder agreed to, among other things, and subject to the terms and conditions set forth in the Redx Voting Agreement, vote (or have voted on their behalf) all of their shares in Redx in favor of all resolutions to approve and give effect to the Scheme of Arrangement and certain related matters. In addition, the Company stockholders entering into a Company Voting Agreement have agreed, among other things, that from the date of the Transaction Agreement and until the earliest of (i) the Effective Time, (ii) such date and time as the Transaction Agreement shall be terminated in accordance with its terms, or (iii) an amendment of the Transaction Agreement, without the prior written consent of the applicable stockholder, in a manner that affects the economics or material terms of the Transaction Agreement in a manner that is adverse to the applicable stockholder, not to sell or otherwise dispose of any shares of capital stock of the Company which are or will be beneficially owned by them, subject to specified exceptions.
Lock-Up Agreements
Concurrently with the execution of the Transaction Agreement, certain executive officers, directors and stockholders of Redx entered into lock-up agreements (the “Lock-Up Agreements”), pursuant to which, subject to specified exceptions, such persons accepted certain restrictions on transfers of the shares of Common Stock beneficially held by such persons or such persons’ family members for the 180-day period following the Effective Time.
The foregoing descriptions of the Transaction Agreement, the Company Voting Agreement, the Redx Voting Agreement and Lock-Up Agreement (collectively, the “Agreements”), are not complete and are
qualified in their entirety by reference to the full text of the forms of those Agreements, which are filed as Exhibits 2.1, 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference. In particular, the assertions embodied in the representations and warranties contained in the Transaction Agreement are qualified by information in confidential disclosure schedules provided by each of the Company and Redx in connection with the signing of the Transaction Agreement. These confidential disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties and certain covenants set forth in the Transaction Agreement. Moreover, certain representations and warranties in the Agreements were used for the purpose of allocating risk between the parties thereto rather than establishing matters as facts. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact.
Company Contingent Value Rights Agreement
Immediately prior to the Effective Time, the Company and a rights agent (the “Rights Agent”) are expected to enter into a contingent value rights agreement (the “Legacy CVR Agreement”), pursuant to which holders of record of Common Stock as of the close of business on the last business day prior to the day on which the Effective Time occurs will receive one contingent value right (each, a “Company Legacy CVR”) for each outstanding share of Common Stock held as of such date.
Pursuant to the Legacy CVR Agreement, each Legacy CVR holder will be entitled to receive their pro rata share of an aggregate cash payment equal to 90% of the net proceeds, if any, received by the Company as a result of payments (“CVR Payments”) made to the Company of any upfront, milestone, royalty and other payments received under any disposition agreement related to certain of the Company’s pre-Merger assets (the “Legacy Assets”).
The Legacy CVR Payments, if any, will become payable to the Rights Agent for subsequent distribution to the CVR holders. In the event that no such proceeds are received during the CVR Term (as defined in the Legacy CVR Agreement), holders of the Legacy CVRs will not receive any payment pursuant to the Legacy CVR Agreement. There can be no assurance that any Legacy CVR holders will receive any Legacy CVR Payments.
The right to the contingent payments contemplated by the Legacy CVR Agreement is a contractual right only and is not transferable, except in the limited circumstances specified in the Legacy CVR Agreement. The Legacy CVRs will not be evidenced by a certificate or any other instrument and will not be registered with the Securities and Exchange Commission (“SEC”). The Legacy CVRs will not have any voting or dividend rights and will not represent any equity or ownership interest in the Company or any of its respective affiliates. No interest will accrue on any amounts payable in respect of the Legacy CVRs.
The foregoing summary of the Legacy CVR Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Legacy CVR Agreement, which is filed herewith as Exhibit 10.4 and is incorporated by reference herein.
Redx Contingent Value Rights Agreement
Immediately prior to the Effective Time, Redx and a rights agent are expected to enter into a contingent value rights agreement (the “Redx CVR Agreement”), pursuant to which holders of record of Redx Ordinary Shares as of the close of business on the last business day prior to the day on which the Effective Time occurs will receive one contingent value right (each, a “Redx Legacy CVR”) for each outstanding Redx Ordinary Share held as of such date.
Pursuant to the Redx CVR Agreement, each Redx Legacy CVR holder will be entitled to receive, in the form of shares of Common Stock (“Redx CVR Stock”), their pro rata share of an aggregate cash payment equal to 100% of the net proceeds, if any, received by the Company as a result of payments made to the Company of any upfront, milestone, royalty and other payments received under any disposition agreement related to certain of Redx’s pre-Merger assets.
The Redx CVR Stock, if any, will become issuable for subsequent delivery by the Rights Agent to the Redx Legacy CVR holders. In the event that no such proceeds are received during the term of the Redx CVR Agreement, holders of the Redx Legacy CVRs will not receive any deliveries pursuant to the Redx CVR Agreement. There can be no assurance that any Redx Legacy CVR holders will receive any Redx CVR Stock.
The foregoing summary of the Redx CVR Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Redx CVR Agreement, which is filed herewith as Exhibit 10.5 and is incorporated by reference herein.
Concurrent Financing
Concurrently with entering into the Transaction Agreement, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain accredited investors (the “Investors”). Pursuant to the Securities Purchase Agreement, and subject to the terms and conditions therein, the Company agreed to sell, and the Investors agreed to purchase, immediately after to the Effective Time, shares of Common Stock, and, as applicable pursuant to the terms of the Securities Purchase Agreement, shares of Non-Voting Common Stock, for an aggregate purchase price of $67.9 million, which may increase to up to $72.9 million, subject to certain conditions set forth in the Side Letter (the “Concurrent Financing”). Further to this, in connection with the Securities Purchase Agreement, Skye also entered into a committed equity line facility of up to $22.0 million (the “Equity Line Facility”), which supports the Securities Purchase Agreement, and pursuant to which Skye will, at the closing of the Transaction, issue a warrant to purchase shares of common stock valued at $5.0 million with an accredited investor. See Warrants section below for details. The closing of the Concurrent Financing is anticipated to occur immediately following the Closing on the Closing Date, subject to the satisfaction of customary closing conditions.
The Company has also agreed to enter into a registration rights agreement (the “Registration Rights Agreement”) with the Investors at the closing of the Concurrent Financing. Pursuant to the Registration Rights Agreement, the Company will prepare and file a resale registration statement with the SEC within 45 calendar days following the closing of the Concurrent Financing to register the resale of (x) the shares of Common Stock issued in the Concurrent Financing, (y) the shares of Common Stock issuable upon conversion of any shares of Non-Voting Common Stock issued in the Concurrent Financing and (z) the Exchange Shares issued pursuant to the Transaction Agreement to the Investors. The Company will use its reasonable best efforts to cause such registration statement to become effective as promptly as practicable.
The Company will also agree to, among other things, indemnify the Investors, their members, shareholders, directors, officers, partners, employees, members, managers, agents, representatives and advisors under the registration statement from certain liabilities and pay all fees and expenses (excluding any legal fees of the selling holder(s), and any underwriting discounts and selling commissions) incident to the combined company’s obligations under the Registration Rights Agreement.
The foregoing descriptions of the Securities Purchase Agreement and Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the Securities Purchase Agreement, and the Registration Rights Agreement the forms of which are filed as Exhibits 10.6 and 10.7, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Equity Line of Credit and Warrant
Concurrently with entering into the Transaction Agreement, the Company entered in a binding term sheet (the “Term Sheet”) with a fund affiliated with Redmile Group, LLC (“Redmile”), pursuant to which, and subject to the terms and conditions therein, the Company and Redmile agreed to enter into definitive documentation with respect to an equity line of credit (the “ELOC”) and the Warrant (as defined below) within seven days of the date of the Term Sheet.
Pursuant to the Term Sheet, the ELOC will be effective for a period of three years following the closing of the Concurrent Financing and obligate the Company to sell shares of Common Stock and/or Non-Voting
Common Stock having an aggregate purchase price of up to $22.0 million (the “ELOC Amount”) to Redmile from time to time, subject to certain volume limitations, at a purchase price equal to the lesser of (1) the price per share of the Common Stock issuable pursuant to the Securities Purchase Agreement and (2) the Market Price (as defined in the Term Sheet) of a share of Common Stock as of the date of sale but in no case at a price less than 90% of the price per share of the Common Stock issuable pursuant to the Securities Purchase Agreement. The ELOC Amount will be reduced, dollar for dollar, by the amount, if any, by which the aggregate gross proceeds of the Concurrent Financing actually received by the Company exceeds $103.0 million; provided that, if such aggregate gross proceeds equal or exceed $125.0 million, the ELOC Amount will be zero.
In addition, pursuant to the Term Sheet, the Company agreed to issue to Redmile at the Closing Time, a warrant to purchase up to $5.0 million of shares of Common Stock and/or Non-Voting Common Stock in accordance with the terms set forth therein (the “Warrant”). The Warrant will be exercisable at any time and from time to time on or after January 1, 2027, and on or prior to 5:00 p.m. (New York City time) on January 1, 2030, at an exercise price determined at the date of exercise equal to the lesser of (1) the price per share of the Common Stock issuable pursuant to the Securities Purchase Agreement and (2) the market price of a share of Common Stock as of such date, but in no case at a price less than 90% of the price per share of the Common Stock issuable pursuant to the Securities Purchase Agreement.
There can be no assurance that the Company and Redmile will enter into definitive documentation with respect to the ELOC and/or the Warrant on the timeline contemplated by the Term Sheet or at all. The foregoing descriptions of the Term Sheet, the ELOC and the Warrant do not purport to be complete and are qualified in their entirety by reference to the Term Sheet and the definitive documentation to be entered into with respect to the ELOC and the Warrant.
Item 3.02 Unregistered Sales of Equity Securities.
To the extent required by this Item, the information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The securities of the Company to be issued pursuant to the Transaction Agreement and the Redx CVR Agreement will be issued without registration pursuant to the exemption provided by Section 3(a)(10) under the Securities Act of 1933, as amended (the “Securities Act”).
The securities of the Company to be issued pursuant to the Concurrent Financing, the ELOC, and the Warrant will be issued without registration pursuant to the exemption provided by Section 4(a)(2) under the Securities Act.
Item 3.03 Material Modification to Rights of Security Holders.
The board of directors of the Company approved a reverse stock split of the Company’s authorized, issued and outstanding shares of Common Stock, at a ratio of 1-for-8 (the “Reverse Stock Split”). The Company expects that the effective time of the Reverse Stock Split will be on or about 12:01 am New York time on Thursday, August 24, 2026 (the “Effective Date”), with the Common Stock trading on the Nasdaq Capital Market (“Nasdaq”) on a reverse split-adjusted basis under the Company’s existing trading symbol, “SKYE,” at the market open on the Effective Date.
Reasons for the Reverse Stock Split
The Company is effectuating the Reverse Stock Split to raise the per share bid price of the Company’s Common Stock above $1.00 per share and bring the Company back into compliance with Nasdaq Listing Rule 5550(a)(2). The Company will have regained compliance once the Company’s Common Stock trades at or above $1.00 for a minimum of 10 consecutive trading days, at which time Nasdaq will provide the Company with notice that it has regained compliance.
Effects of the Reverse Stock Split
Effective Date; Symbol; CUSIP Number. The Reverse Stock Split becomes effective with Nasdaq and the Common Stock will begin trading on a split-adjusted basis at the open of business on the Effective Date. In connection with the Reverse Stock Split, the CUSIP number for the Common Stock will change to 83086J309.
Split Adjustment; Treatment of Fractional Shares. On the Effective Date, the total number of shares of Common Stock held by each stockholder of the Company will be converted automatically into the number of shares of Common Stock equal to: (i) the number of issued and outstanding shares of Common Stock held by each such stockholder immediately prior to the Reverse Stock Split divided by (ii) 8. Any fractional share of Common Stock that would otherwise result from the Reverse Stock Split will be rounded down to the nearest whole share and the Company shall pay to any person otherwise entitled to become a holder of a fraction of a share an amount in cash based on a per share value, with such cash payment being calculated by multiplying such fractional interest by the closing trading price of the Common Stock on the trading day immediately preceding the Effective Date. As a result, no fractional shares will be issued in connection with the Reverse Stock Split. The Company intends to treat stockholders holding shares of Common Stock in “street name” (that is, held through a bank, broker or other nominee) in the same manner as stockholders of record whose shares of Common Stock are registered in their names. Banks, brokers or other nominees will be instructed to effect the Reverse Stock Split for their beneficial holders holding shares of our Common Stock in “street name;” however, these banks, brokers or other nominees may apply their own specific procedures for processing the Reverse Stock Split.
Also on the Effective Date, all options, restricted stock units, warrants and pre-funded warrants of the Company outstanding immediately prior to the Reverse Stock Split will be adjusted in accordance with the terms of the plans, agreements or arrangements governing such options, restricted stock units, warrants and pre-funded warrants.
Certificated and Non-Certificated Shares. Stockholders who hold their shares in electronic form at brokerage firms do not need to take any action, as the effect of the Reverse Stock Split will automatically be reflected in their brokerage accounts.
Stockholders holding paper certificate(s) must send the certificate(s) to Broadridge Corporate Issuer Solutions, LLC (“Broadridge”), at the following address:
By Mail: | By Overnight Delivery | For Assistance Please Call: | ||||||||||||
| Broadridge Corporate Issuer Solutions PO Box 1342, Brentwood, NY 11717-071 | Broadridge Corporate Issuer Solutions Attn: BCIS IWS 51 Mercedes Way Edgewood, NY 11717-8368 | 1-877-830-4934 | ||||||||||||
Broadridge will issue the new shares in book entry reflecting the Reverse Stock Split to each requesting stockholder.
Certificate of Change. The Company effected the Reverse Stock Split pursuant to the Company’s filing of a Certificate of Change (the “Certificate”) with the Nevada Secretary of State on August 12, 2026, in accordance with Nevada Revised Statutes (“NRS”) 78.209. The Certificate is expected to become effective at or about 12:01 am New York time on the Effective Date. A copy of the Certificate is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
No Stockholder Approval Required. The Reverse Stock Split was approved by the board of directors of the Company and given effect pursuant to and in accordance with NRS 78.207 and, as such, no stockholder approval of the Reverse Stock Split is required.
Capitalization. Prior to the Reverse Stock Split, the Company was authorized to issue 300,000,000 shares of Common Stock. As a result of the Reverse Stock Split, the Company will be authorized to issue
37,500,000 shares of Common Stock. As of August 11, 2026, there were 35,421,413 shares of Common Stock outstanding. As a result of the Reverse Stock Split, there will be approximately 4,427,676 shares of Common Stock outstanding (subject to adjustment due to the effect of rounding fractional shares into whole shares).
Immediately after the Reverse Stock Split, each stockholder’s relative ownership interest in the Company and proportional voting power will remain virtually unchanged except for minor changes and adjustments that will result from rounding fractional shares into whole shares.
Item 5.01 Changes in Control of Registrant.
To the extent required by this Item, the information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
To the extent required by this Item, the information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Punit Dhillon has entered into a previously disclosed executive employment agreement (the “Dhillon Employment Agreement”) with the Company. In connection with the Transaction, on the date hereof, the Company entered into a separation agreement with Mr. Dhillon (the “Dhillon Separation Agreement”) pursuant to which Mr. Dhillon's last day of employment with the Company will be August 31, 2027, unless he resigns or is terminated prior to such date, and (i) his severance entitlement shall be reduced by an amount equal to the sum of (a) 12 months’ of base salary, plus (b) the amount of base salary Mr. Dhillon earns as an employee after September 1, 2026, and (ii) if Mr. Dhillon’s employment is terminated by the Company for any reason other than For Cause, By Death or By Disability (each, as defined in the Dhillon Executive Employment Agreement) and Mr. Dhillon executes and does not revoke the release agreement appended to the Dhillon Employment Agreement, (a) his remaining severance entitlement shall be paid as salary continuation payments following his employment termination in accordance with the Company’s standard payroll practices, and (b) he shall be paid a lump sum cash payment, less applicable withholdings and deductions, as soon as practical after the date the release becomes irrevocable (and not later than 60 days after the termination date) equal to twenty-four (24) months of health and welfare benefit premiums.
Tu Diep has entered into a previously disclosed executive employment agreement (the “Diep Employment Agreement”) with the Company. In connection with the Transaction, on the date hereof, the Company entered into a separation agreement with Mr. Diep (the “Diep Separation Agreement”) pursuant to which Mr. Diep's last day of employment with the Company will be January 31, 2027, unless he resigns or is terminated prior to such date, and (i) effective August 1, 2026, Mr. Diep will be paid his base salary for an additional six (6) months, with his last day of such payments (including health benefits) being January 31, 2027, satisfied through continued bi-weekly payroll or, if required, lump-sum payment of components sufficient to make him whole through such date, (ii) Mr. Diep will receive a one-time payment of $20,000 in October 2026, funded from his existing severance entitlement under the Diep Employment Agreement.
In addition, each of Messrs. Dhillon and Diep have agreed to enter into an Advisor Agreement with the Company (the “Advisory Agreements”), to be effective the day following their respective date of separation from the Company, pursuant to which they will provide, as requested by the Company, certain transition related services to support the Legacy CVR Agreement at a rate of $350 per hour until the expiry of the Legacy CVR Agreement.
The foregoing description of the Dhillon Separation Agreement, Diep Separation Agreement and Advisory Agreements do not purport to be complete and are subject to, and qualified in its entirety by, the complete text of the Dhillon Separation Agreement, Diep Separation Agreement and Advisory Agreements, copies of which will be filed as exhibits to the Company’s quarterly report on Form 10-Q for the current quarter.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
The information set forth in Item 3.03 is hereby incorporated by reference into this Item 5.03.
Item 7.01 Regulation FD Disclosure.
Press Release
On August 14, 2026, the Company and Redx issued a joint press release announcing the execution of the Transaction Agreement. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference, except that the information contained on the websites referenced in the press release is not incorporated herein by reference.
Investor Presentation and Conference Call Script
On August 14, 2026, representatives of the Company and Redx will hold a conference call to investors, which investor presentation and conference call script are furnished as Exhibits 99.2 and 99.3 hereto, respectively, and incorporated herein by reference.
The information contained in this Item 7.01, including Exhibits 99.1, 99.2 and 99.3, is deemed to have been furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | ||||||||||
| 2.1*† | Transaction Agreement, by and between Skye Bioscience, Inc. and Redx Pharma Limited, dated as of August 14, 2026. | ||||||||||
| 3.1 | Certificate of Change of Skye Bioscience, Inc. dated August 12, 2026. | ||||||||||
| 10.1 | Form of Company Voting and Support Agreement (included in Exhibit 2.1). | ||||||||||
| 10.2 | Form of Redx Voting and Support Agreement (included in Exhibit 2.1). | ||||||||||
| 10.3 | Form of Lock-Up Agreement (included in Exhibit 2.1). | ||||||||||
| 10.4 | Form of Company CVR Agreement (included in Exhibit 2.1). | ||||||||||
| 10.5 | Form of Redx CVR Agreement (included in Exhibit 2.1). | ||||||||||
10.6*† | Form of Securities Purchase Agreement, by and between Skye Bioscience, Inc. and the Investors named therein, dated as of August 14, 2026. | ||||||||||
| 10.7 | Form of Registration Rights Agreement (included in Exhibit 10.6). | ||||||||||
| 99.1 | Joint Press Release dated August 14, 2026. | ||||||||||
| 99.2 | Investor Presentation dated August 14, 2026. | ||||||||||
| 99.3 | Conference Call Script dated August 14, 2026. | ||||||||||
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) | ||||||||||
* Exhibits and/or schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted exhibits and schedules upon request by the SEC; provided, however, that the registrant may request confidential treatment pursuant to Rule 24b-2 under the Exchange Act for any exhibits or schedules so furnished.
† Portions of this exhibit have been omitted in compliance with Regulation S-K Item 601(b)(10)(iv).
Important Information and Where to Find It
In connection with the proposed acquisition of Redx Pharma Limited (“Redx”) by Skye Bioscience, Inc. (“Skye” or the “Company”) (the “Transaction”), the Company intends to file with the U.S. Securities and Exchange Commission (the “SEC”) a proxy statement (the “Proxy Statement”), the definitive version of which will be sent or provided to the Company’s stockholders. The Company may also file other documents with the SEC regarding the proposed transaction. This communication is not a substitute for the Proxy Statement or any other document that the Company may file with the SEC or send to its stockholders. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Stockholders may obtain free copies of the Proxy Statement (when it is available) and other documents that are filed or will be filed with the SEC by the Company through the website maintained by the SEC at
www.sec.gov or the Company’s website at https://ir.skyebioscience.com/sec-filings/all-sec-filings.
No Offer to Solicitation
This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed Transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made in the United States absent registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. The Skye securities to be issued in the proposed Acquisition are anticipated to be issued in reliance upon an available exemption from such registration requirements pursuant to Section 3(a)(10) of the Securities Act. The Skye securities to be issued in the proposed Concurrent Financing are anticipated to be issued in reliance upon an available exemption from such registration requirements pursuant to Section 4(a)(2) of the Securities Act.
Participants in the Solicitation
Skye and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed Transaction. Information regarding Skye’s directors and executive officers, including a description of their direct or indirect interests, by security holdings or otherwise, is contained in (i) Skye’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on March 10, 2026, (ii) Skye’s definitive proxy statement for its 2026 annual meeting of stockholders, which was filed with the SEC on April 16, 2026, (iii) Skye’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, which was filed with the SEC on May 11, 2026, and (iv) other documents subsequently filed with the SEC from time to time, including the Proxy Statement to be filed by Skye in connection with the proposed Transaction. To the extent holdings of Skye’s securities by its directors or executive officers have changed since the amounts set forth in the filings described in the foregoing, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC. These documents (when available) may be obtained free of charge from the website maintained by the SEC at www.sec.gov and the Company’s website at https://ir.skyebioscience.com/sec-filings/all-sec-filings.
Forward Looking Statements
This communication contains certain “forward-looking statements” intended to qualify for the “safe harbor” from liability established by the Private Securities Litigation Reform Act of 1995, as amended, including, but not limited to, statements about the anticipated timing of closing of the Transaction and the timing of the filing of the Proxy Statement for Skye’s special meeting of stockholders in connection with the Transaction; ; the anticipated benefits of the Transaction and the Financing; expectations regarding the potential of Redx’s product candidates, including RXC008, and the timing of clinical studies and data readouts, including the planned Phase 2 clinical study of RXC008; expectations regarding the combined company’s cash and cash equivalents and expected cash runway; anticipated benefits of the CVRs; statements related to the Reverse Stock Split, the effectiveness of the Certificate of Change, and the Company’s ability to regain compliance with Nasdaq’s minimum bid price requirement, as well as statements, other than historical facts, that address activities, events or developments that the company intends, expects, projects, believes or anticipates will or may occur in the future. Forward-looking statements include any statements containing the words “anticipate,” “believe,” “estimate,” “expect,” “intend”, “goal,” “may”, “might,” “plan,” “predict,” “project,” “seek,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue” and similar expressions. Forward-looking statements are subject to certain risks, uncertainties or other factors that are difficult to predict and could cause actual events or results to differ materially from those indicated in any such statements due to a number of risks and uncertainties. Those risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include, among other things: consummating the Transaction in the anticipated timeframe, if at all; the occurrence of any event, change or other circumstance that could give rise to the termination of the Transaction Agreement, dated as of August 14, 2026, by and between the Company and Redx (the “Transaction Agreement”); uncertainties as to the ability to obtain stockholder approval; the possibility that competing acquisition proposals will be made; the possibility that various closing conditions for the Transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Transaction, or only grant approval subject to adverse conditions or limitations; the effects of the Transaction on relationships with employees, suppliers, other business partners or governmental entities, including the risk that the Transaction adversely affects employee retention; the difficulty of predicting the timing or outcome of regulatory approvals or actions; the impact of competitive products and pricing; the risk that Redx may not realize the potential benefits of the Transaction, including the possibility that the expected benefits from the proposed Transaction will not be realized or will not be realized within the expected time period and that Redx and Skye will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; the risks related to disruption of management’s time from ongoing business operations as a result of the Transaction; risks that the Transaction disrupts current plans and operations; changes in Skye’s business during the period between announcement and closing of the Transaction; any legal proceedings and/or regulatory actions that may be instituted related to the Transaction; other business effects, including the effects of industry, economic or political conditions outside of the companies’ control; costs and expenses related to the Transaction; actual or contingent liabilities; the effects of the Transaction, or the announcement thereof, on Skye’s and Redx’s stock price and/or operating results; whether the Company will be successful in maintaining the listing of its Common Stock on Nasdaq and the effects of the Reverse Stock Split; and the other risks and uncertainties discussed in Skye’s periodic reports filed with the SEC, including Skye’s quarterly reports on Form 10-Q and annual reports on Form 10-K. These risks, as well as other risks associated with the Transaction, are more fully discussed in the Proxy Statement to be filed with the SEC in connection with the Transaction. The list of factors presented in the foregoing is not complete and you should not place undue reliance on these statements. Actual results could differ materially from those anticipated in these forward-looking statements. All forward-looking statements are based on information currently available to Skye and Redx, and, except as required by applicable law, Skye and Redx disclaim any obligation to update the information contained in this communication as new information becomes available. All forward-looking statements in this communication or made in connection therewith in writing or orally are qualified in their entirety by this cautionary statement.
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.
SKYE BIOSCIENCE, INC. | |||||
Dated: August 14, 2026 | /s/ Punit Dhillon | ||||
Name: Punit Dhillon | |||||
Title: Chief Executive Officer | |||||
 |  | |||||||
Skye Bioscience and Redx Pharma Announce Transaction Agreement and $125 Million in Financings
•Combined company to trade on Nasdaq and operate as Fibrx Therapeutics, a fibrosis-focused company led by the Redx management team and board
•Company’s lead program will be RXC008, Redx’s GI-restricted pan-ROCK inhibitor for the treatment of fibrostenotic Crohn’s disease, with an open U.S. IND, FDA Fast Track designation, and a planned Phase 2 clinical study
•Concurrent aggregate financings of approximately $125 million committed by a syndicate of new and existing leading healthcare institutional investors
•Financings expected to fund operations through RXC008 Phase 2 clinical trial – topline data expected H2 2028
Companies to hold a joint conference call on August 14, 2026 at 10 a.m. ET
SAN DIEGO, U.S., and ALDERLEY PARK, U.K., August 14, 2026 -- Skye Bioscience, Inc. (“Skye”) (Nasdaq: SKYE), and Redx Pharma Limited (“Redx”), a U.K. based, privately-held clinical-stage biotechnology company focused on developing novel, small molecule, targeted medicines for fibrotic disease, today announced that they have entered into a definitive transaction agreement (the “Transaction Agreement”).
Under the Transaction Agreement, Skye will acquire the entire issued share capital of Redx via a scheme of arrangement (the “Scheme of Arrangement”) under Part 26 of the U.K. Companies Act 2006 (the “Transaction”). Upon completion of the Transaction in accordance with the Transaction Agreement, the combined company will be led by Redx’s current management team and board of directors, plans to operate under the name Fibrx Therapeutics, Inc. (“Fibrx”), and trade on Nasdaq.
In connection with the Transaction, a number of financing components were executed which together will provide the combined company with aggregate gross proceeds of approximately $125 million. This includes Skye entering into a securities purchase agreement with a syndicate of new and existing leading healthcare investors including Abingworth, British Business Bank1, NextBio Capital and 5AM Ventures, as well as Redx’s existing major shareholder, Redmile, for a private placement financing of approximately $68 million in gross proceeds that is expected to close immediately after the closing of the Transaction (the “PIPE Financing”).
Additionally, Redx entered into a subscription agreement for a Series A financing of $36 million in gross proceeds, which was led by new Redx investor, Abingworth, and included British Business Bank and Redx’s existing major shareholder, Redmile (the “Series A Financing” and, together with the PIPE Financing, the “Financing”). The Series A Financing has been approved by the Redx board of directors and, subject to Redx shareholder approval, is expected to close within the next few days.
1 The investment from British Patient Capital Limited into Redx Pharma Limited does not amount to any endorsement or warranty from British Patient Capital Limited, the British Business Bank plc or the government of the United Kingdom.
1
v.
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Further to this, in connection with the PIPE Financing, Skye also entered into an agreement with a fund affiliated with Redmile for a committed equity line facility of up to $22 million (the "Equity Line Facility"), which supports the PIPE Financing described above, and pursuant to which Skye will, at the closing of the Transaction, issue to Redmile a warrant to purchase shares of common stock valued at $5 million on the terms set forth therein (the "Redmile Warrant").
The boards of directors of both companies have unanimously approved the Transaction, with an expected close in Q4 2026, subject to certain closing conditions, as outlined below. In connection with the Transaction, certain shareholders of Skye and Redx have entered into voting and support agreements pursuant to which they have agreed to vote their shares in favor of the Transaction.
Upon completion of the Transaction, the combined company’s cash and cash equivalents balance, including the funds from the Financing, is expected to fund Fibrx’s operations into 2029 and through key clinical milestones, including topline data from the RXC008 Phase 2 clinical study, expected in H2 2028.
Strategic Rationale for the Transaction
The combined company, Fibrx, will focus on advancing certain fibrosis assets of Redx through clinical and pre-clinical development. The lead asset, RXC008, is a potential first-in-class GI-restricted pan-ROCK inhibitor for the treatment of fibrostenotic Crohn’s disease which is now ready to commence a Phase 2 clinical study in patients. There are no current approved therapeutic treatment options to address the underlying fibrotic aspects of this disease, with surgical intervention often required. In pre-clinical studies, Redx has demonstrated the potential to reverse the formation of fibrosis in the GI-tract which would revolutionize treatment options for this patient population if demonstrated in clinical trials. Data from the Phase 1 study showed favorable tolerability and tissue exposure with no clinically relevant systemic breakthrough or hypotension observed, and a favorable safety profile with no serious adverse events reported. These data were presented at the European Crohn’s and Colitis Organization congress (ECCO) 2025 and Digestive Disease Week (DDW) 2025. RXC008 has an open Investigational New Drug (IND) application in the U.S. and was granted FDA Fast Track designation in January 2026.
“This transaction gives Redx the capital and the platform to progress our pipeline and deliver the Phase 2 program for our lead asset, RXC008, a GI-restricted pan-ROCK inhibitor. We believe this is an exciting opportunity to be a leader in developing a therapeutic option for patients suffering with fibrostenotic Crohn’s disease, considered by many to be one of the largest unmet medical needs in IBD, by directly targeting fibrosis in stricturing disease for which there is currently no treatment option other than surgery,” said Lisa Anson, Redx’s Chief Executive Officer. “We are delighted to have attracted a number of leading institutional biotech investors, and the Nasdaq listing will facilitate engagement with a deep pool of capital that will be required to support our future growth. We are excited to be launching Fibrx as a clinical-stage fibrosis-focused company with the prospect of creating substantial value for investors while delivering a meaningful positive impact for patients.”
“Over the last several months, Skye has evaluated a wide range of options to maximize shareholder value, including an assessment of our internal pipeline, financing opportunities and strategic alternatives,” said Punit Dhillon, President and Chief Executive Officer of Skye. “We believe this transaction provides our shareholders a compelling opportunity to realize both short- and long-term value creation through Redx’s novel anti-fibrotic therapies, led by their first-in-class pan-ROCK
2
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inhibitor, RXC008. In addition, Skye shareholders will receive a contingent value right entitling them to receive 90% of net cash proceeds that may be realized for the monetization by the combined company of nimacimab and its associated intellectual property.”
Transaction Highlights
•Combined Company Expected to be Funded into 2029 and Through Key Value Inflection Points
•Combined Company to Advance Redx’s Pipeline of Novel Anti-Fibrotic Therapeutics:
oGI-restricted pan-ROCK Inhibitor, RXC008: An oral, GI-restricted pan-ROCK inhibitor being developed as a potential treatment for fibrostenotic Crohn's disease, ready to commence a Phase 2 clinical study with topline data expected in H2 2028.
oDiscoidin Domain Receptor Inhibitor: A pre-clinical discoidin domain receptor (DDR) inhibitor program with five distinct chemical series and multiple patents across both dual DDR1/DDR2, and selective inhibitors. DDRs are tyrosine kinase collagen receptors with expression increased in many fibrotic diseases including kidney, lung, and liver fibrosis, with potential first-in-class opportunities. IND submission for a DDR inhibitor is expected in 2027.
oSelective ROCK2 Inhibitor, Zelasudil, (RXC007): A next-generation selective ROCK2 inhibitor, with potential for use in interstitial lung diseases and multiple other fibrotic indications such as MASH and cancer-associated fibrosis. RXC007 has completed a successful signal searching Phase 2 clinical program in idiopathic pulmonary fibrosis (IPF) patients and is a candidate for partnering.
•Experienced Leadership Team: Upon completion of the Transaction, the current Redx management team will transition to lead the combined company, Fibrx, with Lisa Anson as Chief Executive Officer. Lisa is an experienced global biopharma leader whose career includes 20-years at AstraZeneca plc. Peter Collum, currently Redx’s Chief Financial Officer based in the U.S., will serve as Fibrx’s CFO. Dr. Mei-Lun Wang, a pediatric gastroenterologist with over 25 years of clinical practice and industry experience, will join Fibrx as Chief Medical Officer. Both Dr. Caroline Phillips, Redx’s Chief Scientific Officer and Dr. Cliff Jones, Redx’s Chief Technical Officer, who have been at Redx for over ten years and who have led multiple successful drug development programs, will remain in their executive positions at the combined company.
•Redx Board to Comprise a Majority of the Board of Combined Company: It is expected that the current members of the Redx board of directors will form a majority of the board of directors of the combined company upon completion of the Transaction. The combined company will be headquartered in Alderley Park, U.K., the current headquarters of Redx.
Additional Details about the Transaction and Financing
The Transaction has been unanimously approved by the boards of directors of both companies and is expected to close in Q4 2026, subject to certain closing conditions, including the approval by the shareholders of each company, certain regulatory approvals, sanction of the Scheme of Arrangement of Redx by the High Court of Justice of England and Wales, the securities issuable in the Transaction having been approved for listing on Nasdaq and the satisfaction of other customary
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closing conditions. Upon completion of the Transaction, the Company is expected to be branded as Fibrx Therapeutics, Inc. and to trade on Nasdaq. with an estimated total number of shares outstanding of 934,235,920 on a fully diluted basis.
Pro-forma Ownership Split
Accordingly, following the closing, pre-Transaction Skye equity holders are expected to own approximately 5.38% of the combined company, pre-Transaction Redx equity holders are expected to own approximately 46.17% of the combined company and investors participating in the Financing are expected to own approximately 48.45% of the combined company. The percentage ownership of the combined company that Skye stockholders will own as of the closing of the Transaction is subject to adjustment based on the estimated amount of Skye’s net cash immediately prior to the closing date.
Contingent Value Rights (CVRs)
In connection with the closing, pre-Transaction Skye equity holders will receive one contingent value right (“CVR”) per share of Skye common stock, entitling them to receive in the aggregate, in the form of cash, 90% of net proceeds, if any, realized from the monetization of Skye’s legacy asset, nimacimab, and its intellectual property during the 12-month period following the closing.
In addition, certain pre-Transaction Redx shareholders will receive one CVR per ordinary share of Redx, entitling them to receive, in the form of shares of Fibrx, 100% of net proceeds, if any, realized from the monetization of certain of Redx’s legacy and partnered assets and their intellectual property during the 15-year period following closing.
Conference Call and Additional Materials
Skye and Redx will host a conference call and webcast today at 10 a.m. ET to discuss the Transaction. The live webcast of the call can be accessed here: https://events.q4inc.com/attendee/691330119 (please register in advance to listen to this call). The webcast and accompanying slides as well as a replay of the conference call will be available on both companies’ investor relations websites.
Advisors
Leerink Partners and MTS Health Partners are acting as Placement Agents in connection with the PIPE Financing. MTS Health Partners is acting as exclusive Placement Agent in connection with the Series A Financing. Wedbush PacGrow is acting as exclusive financial advisor to Redx on the strategic transaction. Cooley LLP is advising as legal counsel to Redx. Stifel is acting as exclusive financial advisor to Skye on the strategic transaction, and Morrison & Foerster LLP is advising as legal counsel to Skye. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. is advising as legal counsel to the Placement Agents.
Nimacimab and the CBeyond Program
Nimacimab was evaluated in the CBeyond Phase 2a trial for weight loss in patients who have obesity or are overweight, the results of which will be described in Skye's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, to be filed later today. Following a review of the evolving landscape for anti-obesity medicines and of the commercial opportunity for the target product
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profile nimacimab could achieve, in the second quarter of 2026, Skye discontinued the CBeyond trial, paused nimacimab development activities and engaged a financial advisor to evaluate strategic alternatives in order to maximize stockholder value. The CVRs to be issued to pre-Transaction Skye shareholders described above are intended to preserve for pre-Transaction Skye shareholders the economics of any future monetization of the nimacimab program.
About Redx Pharma
Redx Pharma is a clinical-stage biotechnology company focused on the development of novel, small molecule, targeted medicines for the treatment of fibrotic disease, developing therapeutic treatment options in areas of high unmet need. The company has a leading position in therapies targeting the ROCK pathway and its lead asset RXC008, a GI-restricted pan-ROCK inhibitor for the treatment of fibrostenotic Crohn's disease, is commencing a Phase 2 clinical study during the second half of 2026. The company’s portfolio also includes zelasudil (RXC007), a next-generation selective ROCK2 inhibitor, with potential in interstitial lung diseases and multiple other fibrotic indications such as MASH and cancer-associated fibrosis, having completed a successful signal searching Phase 2 clinical program in idiopathic pulmonary fibrosis (IPF) patients. Additionally, the Company is advancing a novel Discoidin Domain Receptor (DDR) program, targeting chronic kidney disease, through pre-clinical studies.
About Skye Bioscience
Skye Bioscience, Inc. (Nasdaq: SKYE) is a clinical-stage biotechnology company. Its lead program has been nimacimab, a negative allosteric modulating antibody that peripherally inhibits the CB1 receptor, developed for weight loss in patients with obesity or overweight and evaluated in the CBeyond Phase 2a trial. Additional information is contained in Skye's periodic reports filed with the SEC. For more information, visit www.skyebioscience.com.
About Fibrx Therapeutics
Upon completion of the Transaction, the combined company will operate as Fibrx Therapeutics, Inc., a clinical-stage biotechnology company focused on the development of novel, small molecule, targeted medicines for fibrotic disease, led by Redx's current management team. Fibrx's lead program is RXC008, a GI-restricted pan-ROCK inhibitor for the treatment of fibrostenotic Crohn's disease, which has an open U.S. IND, FDA Fast Track designation, and a planned Phase 2 clinical study with topline data expected in H2 2028. Fibrx's pipeline also includes zelasudil (RXC007), a next-generation selective ROCK2 inhibitor, and a pre-clinical Discoidin Domain Receptor (DDR) inhibitor program. Fibrx is expected to trade on Nasdaq and be headquartered in Alderley Park, U.K.
Important Information and Where to Find It
In connection with the proposed transaction between Redx Pharma Limited (“Redx”) and Skye Bioscience, Inc. (“Skye” or the “Company”) (the “Transaction”), the Company intends to file with the U.S. Securities and Exchange Commission (the “SEC”) a proxy statement (the “Proxy Statement”), the definitive version of which will be sent or provided to the Company’s stockholders. The Company may also file other documents with the SEC regarding the proposed transaction. This communication is not a substitute for the Proxy Statement or any other document that the Company may file with the SEC or send to its stockholders. STOCKHOLDERS ARE URGED
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TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Stockholders may obtain free copies of the Proxy Statement (when it is available) and other documents that are filed or will be filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov or the Company’s website at https://ir.skyebioscience.com/sec-filings/all-sec-filings.
No Offer or Solicitation
This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed Transaction, the Financing, the Equity Line Facility, or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made in the United States absent registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. The offer and sale of the Skye securities to be issued in the proposed Transaction, the proposed PIPE Financing and the Equity Line Facility (including the Redmile Warrant and the shares issuable upon its exercise), and of the Redx securities to be issued in the proposed Series A Financing have not been registered under the Securities Act or any state or other applicable jurisdictions’ securities laws, and such securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdictions’ securities laws.
Participants in the Solicitation
Skye and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed Transaction. Information regarding Skye’s directors and executive officers, including a description of their direct or indirect interests, by security holdings or otherwise, is contained in (i) Skye’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on March 10, 2026, (ii) Skye’s definitive proxy statement for its 2026 annual meeting of stockholders, which was filed with the SEC on April 16, 2026, (iii) Skye’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, which was filed with the SEC on May 11, 2026, and (iv) other documents subsequently filed with the SEC from time to time, including the Proxy Statement to be filed by Skye in connection with the proposed Transaction. To the extent holdings of Skye’s securities by its directors or executive officers have changed since the amounts set forth in the foregoing filings, such changes have been or will be reflected in Initial Statements of Beneficial Ownership on Form 3 or Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC. These documents (when available) may be obtained free of charge from the website maintained by the SEC at www.sec.gov and the Company’s website at https://ir.skyebioscience.com/sec-filings/all-sec-filings.
Forward-Looking Statements
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This communication contains certain “forward-looking statements” intended to qualify for the “safe harbor” from liability established by the Private Securities Litigation Reform Act of 1995, as amended, including, but not limited to, statements about the anticipated completion and the timing of closing of the Transaction and the Financing, including Redx’s and Skye’s ability to satisfy the closing conditions thereof; the anticipated benefits of the Transaction and the Financing; expectations regarding the pro forma ownership percentages of the combined company; expectations regarding the potential of Redx’s product candidates, including RXC008, and the timing of clinical studies and data readouts, including the planned Phase 2 clinical study of RXC008; expectations regarding the proceeds from the Financing, combined company’s cash and cash equivalents and expected cash runway; the anticipated terms, timing of entry into definitive documentation, and availability of the Equity Line Facility with Redmile, including its function to support the size of the PIPE Financing, and the terms of the related Redmile Warrant; anticipated benefits of the CVRs, including the amount and duration of potential payments thereunder; and expectations regarding the composition of the board of directors and management team, and the headquarters, of the combined company; Forward-looking statements include any statements containing the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “goal,” “may,” “might,” “plan,” “predict,” “project,” “seek,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue” and similar expressions. Forward-looking statements are subject to certain risks, uncertainties or other factors that are difficult to predict and could cause actual events or results to differ materially from those indicated in any such statements due to a number of risks and uncertainties. Those risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include, among other things: consummating the Transaction and Financing in the anticipated timeframe, if at all; the occurrence of any event, change or other circumstance that could give rise to the termination of the Transaction Agreement; uncertainties as to the ability to obtain stockholder approval; the possibility that competing acquisition proposals will be made; the possibility that various closing conditions for the Transaction and Financing may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Transaction, or only grant approval subject to adverse conditions or limitations; the possibility that the Equity Line Facility does not become effective or is reduced or terminated in accordance with its terms; the effects of the Transaction on relationships with employees, suppliers, other business partners or governmental entities, including the risk that the Transaction adversely affects employee retention; the difficulty of predicting the timing or outcome of regulatory approvals or actions; the impact of competitive products and pricing; the risk that Redx may not realize the potential benefits of the Transaction, including the possibility that the expected benefits from the proposed Transaction will not be realized or will not be realized within the expected time period and that Redx and Skye will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; the risks related to disruption of management’s time from ongoing business operations as a result of the Transaction; risks that the Transaction disrupts current plans and operations; changes in Skye’s business during the period between announcement and closing of the Transaction; any legal proceedings and/or regulatory actions that may be instituted related to the Transaction; other business effects, including the effects of industry, economic or political conditions outside of the companies’ control; costs and expenses related to the Transaction; actual or contingent liabilities; the effects of the Transaction, or the announcement thereof, on Skye’s and Redx’s stock price and/or operating results; and the other risks and uncertainties discussed in Skye’s periodic reports filed with the SEC, including Skye’s quarterly reports on Form 10-Q and annual reports on Form 10-K. These risks, as well as other risks
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associated with the Transaction, are more fully discussed in the Proxy Statement to be filed with the SEC in connection with the Transaction. The list of factors presented in the foregoing is not complete and you should not place undue reliance on these statements. Actual results could differ materially from those anticipated in these forward-looking statements. All forward-looking statements are based on information currently available to Skye and Redx, and, except as required by applicable law, Skye and Redx disclaim any obligation to update the information contained in this communication as new information becomes available. All forward-looking statements in this communication or made in connection therewith in writing or orally are qualified in their entirety by this cautionary statement.
Contact
Redx Pharma Contact
UK Headquarters
Caitlin Pearson, Head of Communications
ir@redxpharma.com
Media Inquiries
FTI Consulting, Simon Conway
+44 (0)203 727 1000
Skye Bioscience Contact
Investor Relations
ir@skyebioscience.com
(858) 410-0266
(858) 410-0266
LifeSci Advisors, Mike Moyer
mmoyer@lifesciadvisors.com
(617) 308-4306
mmoyer@lifesciadvisors.com
(617) 308-4306
Media Inquiries
LifeSci Communications, Michael Fitzhugh
mfitzhugh@lifescicomms.com
(415) 269-7757
mfitzhugh@lifescicomms.com
(415) 269-7757
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14 August, 2026 Definitive Transaction Agreement between Skye Bioscience and Redx Pharma NASDAQ: SKYE Redx: Private UK Company
© 2 0 2 6 S ky e B io sc ie nc e , In c. S k y e I R e d x I D e fi n it iv e T ra n s a c ti o n I A u g u s t 2 0 2 6 2 Disclaimer Forward-Looking Statements "Safe Harbor" Statement Under the Private Securities Litigation Reform Act of 1995 This presentation and the accompanying slides and oral commentary (this “Presentation”), which have been prepared by Fibrx Therapeutics Ltd, a subsidiary of Redx Pharma Limited (the "Company"), are for informational purposes only, and shall not form the basis for or be relied on in connection with any investment decision with respect to the Company, Skye Bioscience, Inc. (“Skye”) or the combined company. This Presentation has not been independently verified and no reliance shall be placed on, and no representation or warranty, express or implied, or will be given by Skye, the Company or any of its affiliates, directors, officers, employees or advisers or any other person as to the truth, accuracy, completeness, fairness and reasonableness of the contents of this Presentation. This Presentation may not be all inclusive and does not purport to contain all of the information that may be required to evaluate a possible investment decision with respect to the combined company. The recipient agrees and acknowledges that (i) this Presentation is not intended to form the basis of any investment decision by the recipient and does not constitute investment, tax or legal advice, and (ii) the information contained in this Presentation is subject to change and any such changes may be material. Certain matters discussed in this Presentation may contain forward-looking statements that are, by their nature, subject to significant risks and uncertainties. Forward-looking statements can be identified by words such as “will,” “should,” “would,” “could,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “continue,” “seek,” “estimate,” “potential” or the negative of these terms or other similar terms. Forward-looking statements in this Presentation include, but are not limited to, statements about: expectations with respect to the proposed Series A financing of the Company (the “Series A Financing”), expectations with respect to the proposed acquisition of the Company by Skye (the “Acquisition”) to be effected by way of a scheme of arrangement of the Company pursuant to Part 26 of the U.K. Companies Act 2006 (the “Scheme”) and the proposed concurrent financing, the structure and timing thereof, proceeds therefrom, the ability of the Company to consummate the Series A Financing, the ability of the parties to consummate the transactions and the expected post-closing ownership of the combined company; the pro forma value of the combined company; the combined company’s listing on Nasdaq after the closing of the Acquisition; the expected management team of the combined company; the combined company’s expected cash runway; the potential of the Company or Skye stockholders, as applicable, to receive consideration pursuant to the Contingent Value Rights (“CVRs”); the Company’s product candidates and the potential benefits thereof and potential new indications; the Company’s expectations with regard to the design and results of its research and development programs, preclinical studies, and clinical trials, including the timing and availability of data from such studies and trials; the potential for the Company’s portfolio to deliver clinical milestones across multiple programs with best-in-class potential; the potential market size and size of the potential patient populations for the Company’s product candidates and any future product candidates; and the Company’s business strategy. Such forward-looking statements reflect the current views of the Company’s management regarding future events; they are not guarantees of future performance. These forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Skye’s and the Company’s control. The Company’s and the combined company’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to (i) the risk that conditions to closing of the proposed transactions are not satisfied, including the failure to timely obtain requisite approvals of Skye’s stockholders for concurrent financing and the Acquisition, the requisite approvals of the Company’s shareholders in connection with the Scheme and the Acquisition and/or the sanction of the Scheme by the High Court of England and Wales; (ii) uncertainties as to the timing of the consummation of the Series A Financing and the ability of the Company to consummate the Series A Financing; (iii) uncertainties as to the timing of the consummation of the Acquisition and the ability of each of Skye and the Company to consummate the Acquisition; (iv) risks related to Skye’s ability to manage its operating expenses and its expenses associated with the Acquisition pending closing; (v) risks related to the failure or delay in obtaining required approvals from any governmental or regulatory entity necessary to consummate the Acquisition; (vi) the risk that as a result of adjustments to the exchange ratio, Skye’s stockholders and the Company’s stockholders could own more or less of the combined company than is currently anticipated; (vii) risks related to the market price of Skye’s common stock relative to the value suggested by the exchange ratio; (viii) unexpected costs, charges or expenses resulting from the proposed transactions; (ix) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Acquisition; (x) the uncertainties associated with the Company’s product candidates and platform technologies, as well as risks associated with the clinical development and approval of product candidates, including potential delays in the commencement, enrollment and completion of clinical trials; (xi) risks related to the inability of the combined company to obtain sufficient additional financing to continue to advance these product candidates and its preclinical programs; (xii) uncertainties in obtaining successful clinical results for product candidates and unexpected costs that may result therefrom; (xiii) risks of failure to realize any value from product candidates and preclinical programs being developed and anticipated to be developed in light of inherent risks and difficulties involved in successfully bringing product candidates to market; (xiv) risks associated with the possible failure to realize certain anticipated benefits of the proposed Acquisition, including with respect to future financial and operating results; (xv) the risk that the Series A financing and/or the concurrent financing is not consummated; (xvi) the potential for the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the transaction agreement and any agreements entered into in connection therewith; and (xvii) the possibility that holders of CVRs may never receive any proceeds therefrom. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties. These and other risks and uncertainties are more fully described in periodic filings with the SEC, including the factors described in the section titled “Risk Factors” in Skye’s Annual Report on Form 10-K for the year ended December 31, 2025 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, each filed with the Securities and Exchange Commission (the “SEC”), and in other filings that Skye makes and will make with the SEC in connection with the proposed transactions, including the Proxy Statement referenced below under “Additional Information and Where to Find It.” You should not place undue reliance on these forward-looking statements, which are made only as of the date hereof or as of the dates indicated in the forward-looking statements. Each of the Company and Skye expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in their expectations with regard thereto or any change in events, conditions or circumstances on which such statements are based. This Presentation does not purport to summarize all of the conditions, risks and other attributes of an investment in Skye or the Company. This Presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Presentation may be listed without the TM, SM or ® or © symbols, but the Company will assert, to the fullest extent under applicable law, the rights of the owners to these trademarks, trade names and copyrights. Important Information and Where to Find It In connection with the proposed transaction merger of between Redx Pharma Limited (“Redx”) by and Skye Bioscience, Inc. (“Skye” or the “Company”) (the “Transaction”), the Company intends to file with the U.S. Securities and Exchange Commission (the “SEC”) a proxy statement (the “Proxy Statement”), the definitive version of which will be sent or provided to the Company’s stockholders. The Company may also file other documents with the SEC regarding the proposed Transaction. This communication is not a substitute for the Proxy Statement or any other document that the Company may file with the SEC or send to its stockholders. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Stockholders may obtain free copies of the Proxy Statement (when it is available) and other documents that are filed or will be filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov or the Company’s website at https://ir.skyebioscience.com/sec-filings/all-sec-filings.
© 2 0 2 6 S ky e B io sc ie nc e , In c. S k y e I R e d x I D e fi n it iv e T ra n s a c ti o n I A u g u s t 2 0 2 6 3 Disclaimer No Offer or Solicitation This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed Transaction, the Financing, or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made in the United States absent registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. The offer and sale of the Skye securities to be issued in the proposed Transaction and the proposed PIPE Financing and of the Redx securities to be issued in the proposed Series A financing have not been registered under the Securities Act and applicable state or other jurisdictions’ securities laws. Participants in the Solicitation Skye and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed Transaction. Information regarding Skye’s directors and executive officers, including a description of their direct or indirect interests, by security holdings or otherwise, is contained in (i) Skye’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on March 10, 2026, (ii) Skye’s definitive proxy statement for its 2026 annual meeting of stockholders, which was filed with the SEC on April 16, 2026, (iii) Skye’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, which was filed with the SEC on May 11, 2026, and (iv) other documents subsequently filed with the SEC from time to time, including the Proxy Statement to be filed by Skye in connection with the proposed Transaction. To the extent holdings of Skye’s securities by its directors or executive officers have changed since the amounts set forth in the filings described in the foregoing, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC. These documents (when available) may be obtained free of charge from the website maintained by the SEC at www.sec.gov and the Company’s website at https://ir.skyebioscience.com/sec-filings/all-sec-filings.
© 2 0 2 6 S ky e B io sc ie nc e , In c. S k y e I R e d x I D e fi n it iv e T ra n s a c ti o n I A u g u s t 2 0 2 6 4 Speakers and Agenda Agenda • Introduction • Strategic Rationale & Key Transaction Terms • Redx Overview • Lead program – RXC008 • Timetable & Next Steps Punit Dhillon CEO Lisa Anson CEO
© 2 0 2 6 S ky e B io sc ie nc e , In c. S k y e I R e d x I D e fi n it iv e T ra n s a c ti o n I A u g u s t 2 0 2 6 5 A Merger That Creates Value for Skye Shareholders • The combined company will be led by Lisa Anson as CEO, and the current Redx management team. • The combined company is expected to be funded into 2029 through a concurrent financing totaling $125 million. • Legacy Skye shareholders to receive CVR entitling them to 90% of net cash proceeds from monetization of nimacimab.
© 2 0 2 6 S ky e B io sc ie nc e , In c. S k y e I R e d x I D e fi n it iv e T ra n s a c ti o n I A u g u s t 2 0 2 6 6 Pro Forma Capitalization Table Shares Outstanding / Issued Implied Valuation (in millions) Ownership in Pro Forma Company1 Skye Shares outstanding (including shares underlying options, warrants, and restricted stock units) 50,254,721 $14.5 Redx Shares outstanding (including Series A shares and shares underlying options) 558,191,980 $161.0 Concurrent Financing Shares outstanding (including shares underlying warrants) 325,789,219 $89.0 Total 934,235,920 $264.5 5.38% 59.75% 34.87% 1 Takes into account additional warrants to be issued in connection with concurrent financing Estimated post-closing capitalization based on information as of the signing of the proposed transaction and concurrent financing Shares outstanding calculated on a fully-diluted basis Skye shares outstanding include shares granted in connection with financial advisor fee Pro forma ownerships based on fully diluted shares outstanding
© 2 0 2 6 S ky e B io sc ie nc e , In c. S k y e I R e d x I D e fi n it iv e T ra n s a c ti o n I A u g u s t 2 0 2 6 7 A Disciplined Capital Decision – Value Preserved for Shareholders Phase 2a: CBeyond data • Nimacimab well tolerated; safety profile in line with placebo • No increase in GI or neuropsychiatric adverse events • With semaglutide: clinically meaningful additional weight loss vs. semaglutide alone The landscape has moved • New oral GLP-1 options advancing • Highly efficacious combination and triple agonists emerging • The target product profile needed to compete has shifted Our capital decision • Discontinue the CBeyond trial and pause development rather than funding the next phase of development • Engaged a financial advisor to evaluate strategic options A capital decision — not a biology conclusion We believe this transaction reflects how best to deploy Skye's capital in a changed market — not a conclusion about the underlying biology of nimacimab. 90% CO NTI NG E NT V ALUE R I G HT Pre-transaction Skye shareholders receive a CVR to 90% of net proceeds, if any, from any monetization of nimacimab and its IP within 12 months of closing.
Redx Leadership Team with Extensive Industry Experience will Transition to Lead Fibrx Therapeutics Skye I Redx I Definitive Transaction I August 2026 Dr Caroline Phillips Experienced scientific leader >25 years experience in drug discovery and early clinical development CSO Lisa Anson Experienced and high-profile leader, former President of AstraZeneca UK, >25 years in biotech and global pharma CEO Peter Collum Experienced finance and strategy executive >25 years in biopharma including 17 years in life sciences investment banking CFO Dr. Mei-Lun Wang M.D > 25 years combined industry and academic experience as a physician - scientist focused on Immunology with deep expertise in Gastroenterology, and Pediatric Gastroenterology CMO Dr Cliff Jones CTO >25 years experience across all phases of drug discovery and extensive experience in intellectual property strategies 8 Proven track record • Six Redx molecules have progressed into clinical development • pirtobrutinib (Jaypirca)* approved Smart targets and deal execution • Non-core partnerships have yielded $100M with potential future economics Extensive Industry Experience *The asset was subsequently sold to Loxo Oncology, now part of Eli Lilly, Redx has no remaining economic interest
Novel Anti-Fibrotic Assets in High Unmet Need Indications with Significant Commercial Potential Skye I Redx I Definitive Transaction I August 2026 9DDR: Discoidin Domain Receptor; ROCK: Rho-associated coiled-coil protein kinase; IBD: Inflammatory bowel disease; MASH: Metabolic dysfunction- associated steatohepatitis; IPF:Idiopathic pulmonary fibrosis; CKD: Chronic kidney disease; SSc: Systemic sclerosis Target/product Indication Research Preclinical Phase 1 Phase 2 Status GI-restricted pan-ROCK Inhibitor (RXC008) Fibrostenotic Crohn’s disease (FSCD) Phase 2 FPFD expected 2026 Discoidin Domain Receptor (DDR) Inhibitor Program Kidney, lung and liver fibrosis IND/CTA submission expected 2027 Selective ROCK2 Inhibitor* (Zelasudil, RXC007) Idiopathic pulmonary fibrosis, Interstitial lung disease Phase 2a Data Reported 2025 MASH, Cancer-associated fibrosis Phase 1b/2 ready Fibrx Therapeutics: A New Pure-Play Fibrosis Biotech from Redx Pharma Pipeline * program to be funded via future transaction or partnered. Not included in use of proceeds for Series A / PIPE Financing. Fibrosis is a Silent Killer - Up to 35% of global mortality directly and indirectly related to fibrotic diseases1,2 - Few anti-fibrotic therapies exist Fibrosis driven disease occurs in every major organ when chronic injury or inflammation leads to excessive scar tissue1,2 (collagen and extracellular matrix) - Characteristic of multiple chronic diseases incl. IBD, MASH, IPF, CKD and SSc (1) Rieder, F., Nagy, L.E., Maher, T.M. et al. Fibrosis: cross-organ biology and pathways to development of innovative drugs. Nat Rev Drug Discov (2025). https://doi.org/10.1038/s41573-025-01158-9. (2) Mutsaers, H.A.M., Merrild, C., Nørregaard, R. et al. The impact of fibrotic diseases on global mortality from 1990 to 2019. J Transl Med 21, 818 (2023). https://doi.org/10.1186/s12967-023-04690-7.
Skye I Redx I Definitive Transaction I August 2026 10 Health economic burden creates strong pricing power Disease Modifying Anti-fibrotic Therapy has the Potential to Address Major Unmet Need in Fibrostenotic Crohn's Disease (1) Clarivate, Crohn’s disease landscape & forecast (2) Chan et al, 2018 (3) Fan et al JMCP, 2023 FSCD: Fibrostenotic Crohn’s Disease; CD: Crohn’s Disease Additional >$80K3 annually per patient for additional hospitalizations and treatment vs CD Of the ~1.7m1 patients with Crohn’s disease ~50% have stricturing or penetrating disease2 Standard of care anti-inflammatories fail to prevent fibrosis progression High unmet need with clear disease biology - fibrosis is distinct from inflammation “The ultimate goal remains the development of selective anti-fibrotic therapies for patients with fibrostenosing Crohn’s disease” No current approved therapies for underlying fibrosis; only current treatment options are debilitating surgical intervention – STAR Consortium, July 2024
RXC008: Phase 2 Ready with Open IND and FDA Fast Track Designation Granted Skye I Redx I Definitive Transaction I August 2026 11 Preclinical – Observed full reversal of fibrosis • Pan-ROCK inhibitors show efficacy, including full reversal of fibrosis in in vivo models Phase 1 – Favourable safety/tissue exposure data • Study in healthy participants (SAD/MAD) • Confirmation of good tissue exposure and negligible plasma concentrations • Data presented at ECCO 2025 and DDW 2025 RXC008 • Favourable safety profile • GI restriction • GI tissue exposure • Preclinical efficacy • Target engagement Phase 2 – Initiation planned in 2026 • Study in fibrostenotic Crohn’s disease patients • Once daily, oral administration in combination with anti-inflammatory treatment • IND open ready to commence Phase 2 study • FDA Fast Track Designation granted Key Program Objectives Demonstrated ECCO: European Crohn’s and Colitis Organisation; DDW: Digestive Disease Week
ROCK Pathway is Clinically Validated and Sits Nodally Downstream of Multiple Pro-Fibrotic Pathways Skye I Redx I Definitive Transaction I August 2026 12 Targeting ROCK has a pleiotropic effect as it sits downstream of multiple other key profibrotic signaling pathways including TGF-ß ROCK pathway activity increased in biopsies from FSCD patients3 Significant expression of both ROCK1 and ROCK2 in FSCD4 Maximum therapeutic utility of ROCK pathway inhibition has yet to be realised as systemic pan-ROCK inhibition results in hypotension5 Targeting the ROCK pathway has been clinically validated with approved therapies demonstrating supportive clinical evidence for its potential in treating fibrosis ROCK sits at a nodal point in fibrotic signaling pathways1,2 (1) Julian and Olson, 2014. (2) Knipe et al., 2015. (3) Holvoet T, et al.. 2017 (4) Redx generated (5) Noma et al 2006 RXC008
Plasma Exposure GI-Restricted Mechanism of RXC008 Removes the Limitations of Systemic pan-ROCK Inhibition Skye I Redx I Definitive Transaction I August 2026 13 RXC008 RXC008 designed to be GI-restricted via three mechanisms Mouse Adoptive T Cell Transfer Crohn's Model RXC008 is GI restricted in mouse disease model GI restriction (high GI tissue concentration/ low systemic exposure) seen across species up to 1000mg/kg/day 1. Restricted to the gut via low permeability / high efflux 2. Rapidly metabolised by paraoxonase enzymes in plasma should any absorption into bloodstream occur 3. Rapidly cleared by the liver Tissue Exposure (Colon) 0.1 1 10 100 1000 10000 100000 C o n c e n tr a ti o n ( n g /m L ) 0.1 1 10 100 1000 10000 100000 C o n c e n tr a ti o n ( n g /g ) 3 mg/kg RXC008 30 mg/kg RXC008 100 mg/kg RXC008 ROCK IC50
RXC008 is effective in combination with anti-TNF RXC008 Has a Robust Preclinical Package That Shows Promising Anti-fibrotic Effects in Multiple Translatable Models Therapeutic dosing of a pan- ROCK inhibitor in 12-week DSS model Source: Data generated by University of Ghent on behalf of Redx. Data generated by Redx, REDX8087 is similar to RXC008 1-way Anova with Dunnet’s multiple comparison, # T-cells/vehicle v untreated controls, * RXC008 10mg/kg QD or anti-p40 v T-cells/vehicle. Skye I Redx I Definitive Transaction I August 2026 14 RXC008 Full reversal of fibrosis to baseline levels observed Target engagement demonstratedCombination efficacy with SoC anti-inflammatory Anti-TNF α monotherapy has no effect on fibrosis score RXC008 is effective in combination with anti- TNFα Efficacy demonstrated through all layers of the gut wall Muscularis Propria Thickness Disease Model RXC008 10 mg /kg Digital Pathology demonstrates RXC008 entry and efficacy in deep muscle region pMYPT1 IHC Lamina Propria RXC008 inhibits the proximal target engagement marker pMYPT1 Disease Model RXC008
Phase 1 Complete - Data Reported at ECCO and DDW 2025 Skye I Redx I Definitive Transaction I August 2026 30mg 100mg 300mg 600mg 1000mg 100mg 300mg 10 mg Part A: Single Ascending Dose (SAD) 6 cohorts n=6 Part B: Multiple Ascending Dose (MAD) - 14 days, n=23 30mg • Once daily oral dosing • Safety and tolerability assessed incl. blood pressure monitoring and telemetry • Exposure assessed (plasma, faeces) and in MAD cohorts in tissue via ileocolonoscopy on Day 14 RXC008 Phase 1 dose escalation in healthy participants, N = 59 multi-dosing exposure 15 RXC008 RXC008 was generally well tolerated with a favourable safety profile1 • Favourable safety profile with no SAEs reported • No clinically relevant breakthrough observed • No hypotension observed • Tissue exposure confirmed • Minimal treatment emergent adverse events reported (TEAEs) o All TEAEs mild or moderate o Single treatment related TEAE in a single subject (dosed at 30mg QD RXC008) (loss of appetite – resolved on treatment) (1) Data presented at ECCO 2025; Rieder et al, RXC008, a potential first-in-class gastrointestinal restricted pan-ROCK inhibitor developed for treatment of intestinal fibrosis shows GI restriction and tolerability: Results from the phase 1 program in healthy participants. GI: Gastrointestinal; MAD: Multiple ascending dose; QD: Once daily; SAD: Single ascending dose; TEAE: Treatment emergent adverse events
Skye I Redx I Definitive Transaction I August 2026 16 RXC008 Tissue Exposure Achieved Clinically at Predicted Efficacious Concentrations with Virtually No Systemic Exposure Mouse efficacious tissue range Healthy Volunteer GI Tissue Concentration (2-6 hours post-dose) Phase 1 healthy volunteer data consistent with murine adoptive T cell transfer Crohn’s model All doses tested result in mean GI tissue concentrations within predicted efficacious range As presented at DDW 2025 Healthy Volunteer Plasma Concentration (Day 11) 0 4 8 12 16 20 24 0.01 0.1 1 10 100 1000 10000 100000 C o n c e n tr a ti o n ( n g /m l) Time (h) 750-fold Margin to ROCK Cellular IC50
Skye I Redx I Definitive Transaction I August 2026 17 RXC008 Phase 2 Preparations Underway with Enrollment Expected to Commence in Q4 2026 2027 2028 20292026 RXC008 Phase 2 Study First Patient First Dose Preliminary PK/PD analysis: (first 45 patients) IND Open FDA FTD Topline Data Full Data Set Phase 2 Preparations: • Phase 1 healthy volunteer SAD/MAD study completed • Collaboration with the STAR Consortium and FDA to define Phase 2 regulatory endpoints • CRO selected and site identification and set-up initiated • Initial drug substance and drug product manufactures are complete with further manufactures in progress and on track to complete the study • IND open with Fast Track Designation • On-track for first patient, first dose in Q4 2026 with Topline data expected H2 2028 Study Set Up
Differentiated pipeline focused on novel anti-fibrotic assets Lead program RXC008 is a potential first-in-class pan- ROCK inhibitor targeting a large indication with no currently approved therapies Skye I Redx I Definitive Transaction I August 2026 18 Substantial commercial potential with limited competition Closing Summary RXC008 ROCK: Rho-associated coiled-coil protein kinase Experienced management team with strong track record of successful drug discovery and development Fibrx Therapeutics will be Nasdaq listed Funded into 2029 through key value inflection points including RXC008 Phase 2 Topline data in FSCD in H2 2028
© 2 0 2 6 S ky e B io sc ie nc e , In c. S k y e I R e d x I D e fi n it iv e T ra n s a c ti o n I A u g u s t 2 0 2 6 19 Transaction Timetable and Next Steps Transaction unanimously approved by both boards of directors and is expected to close in Q4 2026 • Subject to customary closing conditions as well as: - Shareholder approval of both Skye and Redx - Sanction of the scheme of arrangement of Redx by the High Court of Justice of England and Wales - Approval of the shares for listing on Nasdaq • PIPE financing expected to close concurrent with the transaction • Skye intends to file a proxy statement with the SEC - We encourage all shareholders to read it when it becomes available
THANK YOU 11250 El Camino Real, Suite 100 San Diego, CA 92130 ir@skyebioscience.com Please learn more or contact us at: +1 (858) 410-0266 Spotlight
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Skye / Redx Conference Call
August 14, 2026
August 14, 2026
10:00 am ET
Punit Dhillon, President & CEO, Skye Bioscience, Inc. // Prepared Remarks
Lisa Anson, President & CEO, Redx Pharma Limited // Prepared Remarks
Lisa Anson, President & CEO, Redx Pharma Limited // Prepared Remarks
Operator - CALL INTRODUCTION
Good morning and welcome to Skye and Redx’s definitive Transaction Agreement and Financing Presentation.
Speaking on today's Presentation will be Skye’s Chief Executive Officer, Punit Dhillon and Redx’s Chief Executive Officer, Lisa Anson.
Please note that this conference is being recorded. A copy of the investor presentation accompanying this call is available on the Investor Relations pages of both companies' websites.
Today's discussion will include statements about future expectations, plans and prospects that constitute forward-looking statements within the meaning of the federal securities laws. Actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors, including the risk factors discussed in Skye’s SEC filings. You are advised to read, when available, Skye’s filings with the SEC, including a proxy statement to be used in connection with the special meeting of shareholders to approve the transaction because these documents will contain important information about the transaction and the participants' interest in such transaction.
In addition, any forward-looking statements represent management views only as of today, August 14, 2026, and should not be relied upon as representing either company’s views as of any subsequent date. While the companies may elect to update these forward-looking statements at some point in the future, they specifically disclaim any obligation to do so even if their views change, except as required by law.
[Slide 4]
I would now like to turn the presentation over to your joint hosts Punit Dhillon, Chief Executive Officer of Skye, and Lisa Anson, Redx’s Chief Executive Officer.
Punit Dhillon [Slide 5]
▪
Skye & Redx Transaction Conference Call ▪ August 14, 2026
Skye & Redx Transaction Conference Call ▪ August 14, 2026 | | |||||||
Good morning, everyone, welcome to the Skye and Redx transaction agreement presentation. I am Punit Dhillon, President and Chief Executive Officer of Skye Bioscience and I am delighted to be joined today by Lisa Anson, CEO of Redx and who will be CEO of the combined company post-completion of the transaction. Before we turn to the transaction itself, I want to thank our shareholders and our Board for their support, and the Skye team for the discipline and rigor that brought us to this point. Since Skye’s formation, we have set out to determine how best to create value for Skye shareholders and the agreement we are announcing this morning reflects that objective. This morning, Redx and Skye issued a joint press release outlining a definitive Transaction Agreement, which has been unanimously approved by the Boards of directors of both companies and is accompanied by financing that will provide the combined company with aggregate proceeds of $125 million and an expected cash runway into 2029, through some significant value inflection points which Lisa will discuss shortly.
Punit Dhillon [Slide 6]
Following the closing, pre-Transaction Skye equity holders are expected to own approximately 5.38% of the combined company, pre-Transaction Redx equity holders are expected to own approximately 59.75% of the combined company and investors participating in the Financing are expected to own approximately 34.87% of the combined company. The percentage of the combined company that the pre-Transaction Skye equity holders, pre-Transaction Redx equity holders and investors participating in the Financing will own as of the closing of the Transaction is subject to adjustment based on Skye’s actual net cash immediately prior to the closing date.
Over the last several months, Skye has evaluated a wide range of options to maximize shareholder value, including an assessment of our internal pipeline, financing opportunities and strategic alternatives.
Punit Dhillon [Slide 7]
Let me turn to nimacimab, our legacy program, because I know it matters to many of you who have supported Skye. In our CBeyond Phase 2a trial, nimacimab was well tolerated, with a safety profile in line with placebo and no increase in gastrointestinal or neuropsychiatric adverse events, and in combination with semaglutide it produced a clinically meaningful magnitude of additional weight loss compared with semaglutide alone. Since then, the landscape for anti-obesity medicines has shifted rapidly, with new oral GLP-1 options and highly efficacious combination and triple agonists advancing, and the target product profile that nimacimab would need to compete has moved with it. In that context, in the second quarter of 2026, we made a capital allocation decision to discontinue the CBeyond trial, pause development, and engage a financial advisor to evaluate strategic options for our shareholders, rather than fund the next
▪ Skye & Redx Transaction Conference Call ▪ August 14, 2026
Skye & Redx Transaction Conference Call ▪ August 14, 2026 | | |||||||
phase of development ourselves. I want to be clear that this is a decision about how best to deploy Skye's capital, and not a conclusion about the underlying biology of nimacimab. To put our decision in context, we considered what nimacimab would need to deliver to succeed in this market as it stands today. The approved standard of care has advanced to double-digit weight loss with the leading injectable GLP-1 and GIP medicines, oral GLP-1 options such as oral semaglutide and orforglipron have now reached the market or regulatory filing, and triple agonists such as retatrutide have reported greater than 25% weight loss in development. Against that bar, an add-on therapy like nimacimab would need to show a clear increment of additional weight loss on top of an optimized incretin, delivered in a convenient dose and injection volume, to earn a durable place in treatment. The profile our data pointed to, a dose of at least 600 milligrams and an injection volume of roughly 6 milliliters weekly, sits outside that convenience window and would require a substantial, multi-year Phase 3 investment with no assurance of a differentiated label. To preserve the value of that program for you, pre-transaction Skye shareholders will receive a contingent value right entitling you to 90% of the net cash proceeds, if any, from any monetization of nimacimab and its intellectual property during the twelve months following closing of the transaction. In addition, Skye shareholders will retain a 5.4% stake in the new combined company, and we believe this transaction provides our shareholders a compelling opportunity to realize both short- and long-term value creation through Redx’s novel anti-fibrotic therapies, led by their first-in-class pan-ROCK inhibitor, RXC008.
With that, I would like to introduce Lisa who many of you may know as she is a well-respected biopharma executive with extensive experience having spent over 20 years with AstraZeneca, including many years working in the US and as President of AstraZeneca UK. For the past several years she has been CEO of Redx and under her guidance Redx has progressed six molecules into the clinic, and is now poised to commence a Phase 2 clinical trial with its novel GI-restricted pan-ROCK inhibitor, RXC008. I will now turn the call over to Lisa.
Lisa Anson [Slide 8]
Thank you, Punit. As Punit said, the boards of directors of both Skye and Redx have approved the combination of the two businesses to create a combined company that, following close of the transaction, will be named Fibrx Therapeutics, Inc. and which will focus on developing the Redx fibrosis portfolio.
So let me start by introducing you to Redx and outlining our programmes.
Redx is a privately-held, clinical-stage biotechnology company, focused on discovering and developing novel, small molecule, targeted therapeutics for the treatment of fibrotic disease. Redx is advancing a
▪ Skye & Redx Transaction Conference Call ▪ August 14, 2026
Skye & Redx Transaction Conference Call ▪ August 14, 2026 | | |||||||
pipeline of clinical and pre-clinical assets with multiple value inflection points anticipated in the near and medium term.
Redx has progressed multiple first- or best-in-class small molecules into clinical development and in addition has a successful track record of partnerships for legacy assets. The foundation of Redx has historically been our exceptional discovery capabilities, which are best demonstrated by the discovery of Pirtobrutinib which was sold to Loxo Oncology and is now marketed by Lilly as the first and only commercially available reversible BTK inhibitor. As Punit has mentioned, the Redx executive team, responsible for many of these successful drug discoveries, will transition to lead Fibrx Therapeutics.
Lisa Anson [Slide 9]
Fibrx, will be launched as a pure-play fibrosis company with the lead asset being RXC008, our GI-restricted pan-ROCK inhibitor, which is now commencing a Phase 2 clinical trial in fibrostenotic Crohn’s disease patients, a major area of unmet need in IBD. Before discussing that in more detail, I would just like to highlight that the Fibrx pipeline also incorporates our preclinical Discoidin Domain Receptor Inhibitor programme, a very exciting novel target, where we have a leading patent position for both selective DDR 1 inhibitors, as well as DDR 1/2 inhibitors. Completing our pipeline and demonstrating our expertise and track-record in targeting the ROCK pathway, we have zelasudil, also known as RXC007, a selective ROCK2 inhibitor which has completed a successful signal-seeking Phase 2a study in idiopathic pulmonary fibrosis patients. With this programme, we have a broad preclinical dataset that highlights the utility of a next-generation selective ROCK2 inhibitor across a number of fibrotic indications including other interstitial lung diseases, MASH and cancer-associated fibrosis. Based on this package we are establishing the most appropriate clinical development plan, including the possibility to deliver the full potential of zelasudil through partnership.
Lisa Anson [Slide 10]
So, turning to our lead asset RXC008.
Fibrostenotic Crohn’s disease is an area of high unmet need which affects roughly half of the 1.7m Crohn’s disease patients, and for which there are currently no approved therapeutics. Fibrostenosis is the formation of fibrotic strictures due to chronic inflammation over-time in the gut. The current standard-of-care for Crohn’s patients is the use of anti-inflammatory therapies, although these do not prevent progression of the underlying fibrotic aspects of the disease. Therefore, for many patients with fibrostenotic Crohn’s, the only treatment option is debilitating surgical intervention which may ultimately
▪ Skye & Redx Transaction Conference Call ▪ August 14, 2026
Skye & Redx Transaction Conference Call ▪ August 14, 2026 | | |||||||
include removal of the affected area of the gut, leading to complications such as short-bowel syndrome, or the need for a stoma. These complications not only have a significant impact on the patient’s health and standard of living, but also place a strain on health care providers and are costly interventions.
Given this large unmet need, and the limited competitive landscape, there is a significant commercial opportunity, and for which we have specifically designed an asset to target the fibrotic aspects of Crohn’s disease. We believe this will be a first-in-class approach, and one which can be used in combination with patients current standard-of-care anti-inflammatory drugs.
Lisa Anson [Slide 11]
As a brief overview, RXC008 is Phase 2 ready and has an open IND as well as FDA Fast Track Designation. We plan to initiate the Phase 2 study in patients in Q4 of this year. We have a robust preclinical package where we demonstrated full reversal of established fibrosis back to baseline in in-vivo models. Our Phase 1 healthy volunteer study was completed last year and presented at both ECCO and DDW. The study confirmed a favorable safety profile and robust tissue exposure, while clearly demonstrating that RXC008 is GI-restricted.
Lisa Anson [Slide 12]
Turning to the biology, this slide orientates you to where the ROCK pathway sits highlighting why we feel it is an optimal anti-fibrotic target. ROCK is a nodal target that sits downstream of multiple pro-fibrotic factors – meaning the target can pick up efficacy from multiple pathways, including the non-canonical TGF-beta pathway. Others have published evidence that the ROCK pathway is upregulated within fibrostenotic Crohn's patients' GI tract, and particularly in the areas where the fibrosis is present, demonstrating its relevance as a key anti-fibrotic target. The ROCK pathway has also been clinically validated by pan-ROCK inhibitors approved for topical administration in conditions such as glaucoma and ocular hypertension; as well as selective ROCK2 inhibitors which are approved for chronic graft versus host disease. So, there are multiple pieces of evidence showing that inhibiting the ROCK pathway can deliver antifibrotic efficacy.
Because both ROCK1 and ROCK2 isoforms are expressed and the ROCK pathway is upregulated in Crohn’s strictures, RXC008 has been designed as a pan-ROCK inhibitor, blocking both isoforms in the gut, Historically, pan-ROCK inhibitors, when given systemically, result in a lowering of blood pressure. So, to avoid this and get the maximum efficacy of inhibiting both isoforms, we have specifically designed RXC008 to be restricted to the GI-tract to avoid this known effect.
▪ Skye & Redx Transaction Conference Call ▪ August 14, 2026
Skye & Redx Transaction Conference Call ▪ August 14, 2026 | | |||||||
Lisa Anson [Slide 13]
The RXC008 design to be GI-restricted is via three distinct mechanisms to ensure limited systemic exposure. Initially, RXC008 is designed with low permeability and high efflux, such that most of the dose will stay within the GI tract. The small amount that does make it into the systemic circulation in the portal vein is then quickly metabolized by paraoxonases present in plasma, and then the third mechanism, if anything does reach the liver, is that it will be highly cleared by CYP enzymes.
These GI-restricting mechanisms result in very limited systemic exposure of RXC008, and this was well demonstrated in our mouse models which showed low plasma levels - well below the IC50 - and in contrast, very high tissue exposure concentrations in the colon, which drive efficacy in this model. This demonstration of efficacy and other data generated in our preclinical models allows us to be very confident in our GI-restriction mechanism.
Lisa Anson [Slide 14]
We conducted a robust preclinical package which demonstrated promising anti-fibrotic effects across multiple translatable models which are the basis of our Phase 2 dose selection.
Initially, let me elaborate on the fibrosis reversal as mentioned earlier. On the top left, we use the DSS model in Crohn's, where we have taken off a cohort of mice at six weeks to show that we have established fibrosis before we start dosing. We dose from six weeks to 12 weeks at the final blue bar here, and we see this very dramatic 100% reversal of this established fibrosis back down to baseline level. We believe this to be the strongest anti-fibrotic effect we have seen in any of our fibrosis models and modes of action to date, which leads us to be very excited about the efficacy potential of RXC008.
Initially, let me elaborate on the fibrosis reversal as mentioned earlier. On the top left, we use the DSS model in Crohn's, where we have taken off a cohort of mice at six weeks to show that we have established fibrosis before we start dosing. We dose from six weeks to 12 weeks at the final blue bar here, and we see this very dramatic 100% reversal of this established fibrosis back down to baseline level. We believe this to be the strongest anti-fibrotic effect we have seen in any of our fibrosis models and modes of action to date, which leads us to be very excited about the efficacy potential of RXC008.
Turning to the bottom left panel we have also shown preclinical efficacy in an adoptive T cell transfer mouse model, which is more similar to human autoimmune disease. While anti-TNF monotherapy does not affect ongoing fibrosis, the anti-TNF in combination with RXC008 shows full reversal of fibrosis. This model replicates how we intend to use RXC008 in the clinic, on top of standard-of-care biologics.
Finally, some crucial data for us was to establish that despite being GI-restricted, RXC008 could penetrate to the multiple layers of the GI-tract tissue where it is needed and where there is thickening of the smooth muscle layer in the fibrotic disease, without the risk of systemic exposure. We have established a proximal biomarker for ROCK and, on the bottom right, we can see the ROCK pathway is highly upregulated; then, when we add RXC008, we see inhibition of this biomarker throughout the lamina propria; and in the top right where we have shown reversal of the thickening of the smooth muscle as depicted in green back to normal levels.
These strong preclinical data gave us real confidence in the antifibrotic potential of RXC008 and to move forward with a Phase 1 study in healthy volunteers.
▪ Skye & Redx Transaction Conference Call ▪ August 14, 2026
Skye & Redx Transaction Conference Call ▪ August 14, 2026 | | |||||||
Lisa Anson [Slide 15]
This slide shows our Phase 1 healthy volunteer study, where we ran a single ascending dose and multidose cohorts. All participants in the MAD cohort were dosed once daily for 14 days, with a colonoscopy on day 14 so that we could assess tissue PK. RXC008 was very well tolerated by all of our participants and we saw no serious adverse events. Importantly, due to the potential for systemic ROCK inhibition to impact blood pressure and lead to hypotension, we monitored very rigorously our participants with 24-hour telemetry post-dose on day one and day 14 in the MAD, and saw zero evidence of hypotension, confirming our favorable safety profile and giving us reassurance that that we were indeed gut restricted.
Lisa Anson [Slide 16]
Our Phase 1 data provided further evidence of our GI-restriction from the PK assessments from the MAD study. Here you can see on the left-hand side that even at the highest plasma concentration we were able to detect, we have negligible plasma exposure of RXC008; and in fact, a substantial safety margin 750 fold below that dotted line, which represents the ROCK IC 50, which is the concentration that would be required to start seeing hypotension based on the preclinical data, confirming negligible systemic exposure.
In contrast, on the right-hand side, on the same log scale for comparison, you can see our tissue exposure data, and this was obtained on day 14, about 2 to 6 hours after the daily dose of RXC008 and the concentrations in the ileum, ascending colon, and descending colon are shown here. It is important to note these concentrations were all within the predicted efficacious range based on the preclinical models described earlier, and also confirms that all three doses, have potential for efficacy based on tissue concentration, giving us confidence in our Phase 2 design.
Lisa Anson [Slide 17]
The Phase 2 preparation is well underway. As presented, we have completed our Phase 1 healthy volunteer study which helped inform our dose selection and we continue to collaborate closely with the STAR Consortium, a group of respected academicians, clinicians and big pharma, as well as the FDA to define appropriate regulatory endpoints. To facilitate a first patient enrolment in Q4 of this year, we have selected our CRO partner and initiated site-set up. Importantly, these preparatory steps will ensure topline data in H2 2028, with the full data set expected in the first half of 2029.
Lisa Anson [Slide 18]
Let me summarize why we are excited about this transaction, and the potential of our pipeline, primarily our lead asset, RXC008. Following completion, Fibrx will be listed on Nasdaq as a pure-play fibrosis
▪ Skye & Redx Transaction Conference Call ▪ August 14, 2026
Skye & Redx Transaction Conference Call ▪ August 14, 2026 | | |||||||
company, expected to be funded into 2029 and through the key Phase 2 value inflection point. Our lead program, RXC008, is ready to commence its Phase 2 study in Q4 2026 in fibrostenotic Crohn's disease, an area of serious unmet need with no approved therapies to target the underlying fibrotic aspects of this disease; and we expect topline data in H2 2028. Behind it we have a differentiated pipeline, including the DDR program and zelasudil, and a management team with a track record of discovering and advancing important medicines. We believe that the combination of a focused pipeline, a strong balance sheet and a public listing will make Fibrx an attractive investment proposition and provides a solid foundation for the advancement of world-leading medicines.
With that, let me hand back to Punit for a few closing words and to summarise the next steps.
Punit Dhillon [Slide 19]
Thank you, Lisa.
The transaction has been unanimously approved by the boards of directors of both companies and is expected to close in the fourth quarter of 2026, subject to customary closing conditions, as well as the approval by the shareholders of both Skye and Redx, the sanction of the scheme of arrangement of Redx by the High Court of Justice of England and Wales, and the approval of the shares for listing on Nasdaq. The concurrent financing is expected to close in connection with the transaction. Skye intends to file a proxy statement with the SEC for its special meeting of stockholders, and we encourage stockholders to read it when it becomes available. Finally, I want to thank the Skye team for their dedication, our shareholders for their trust, and the Redx team for their partnership. We look forward to updating you as we move toward closing.
[Operator] [Slide 20]
This concludes today's presentation. A replay and a transcript are expected to be made available on the Skye and Redx investor relations websites. Thank you for joining us.
This concludes today's presentation. A replay and a transcript are expected to be made available on the Skye and Redx investor relations websites. Thank you for joining us.
▪ Skye & Redx Transaction Conference Call ▪ August 14, 2026
Skye & Redx Transaction Conference Call ▪ August 14, 2026Filing Exhibits & Attachments
11 documentsAgreements & Contracts
Other Documents
- EX-2.1 EX-2.1 1.8 MB
- EX-3.1 EX-3.1 4.6 KB
- EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
- EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 20.5 KB
- EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 11.8 KB
- EX-031 ex031-skyebioscienceincx001.jpg 256.0 KB
- EX-031 ex031-skyebioscienceincx002.jpg 51.3 KB