Skye Bioscience (NASDAQ: SKYE) holders back major share authorization increase

Rhea-AI Filing Summary

Skye Bioscience, Inc. amended its charter to increase the number of authorized common shares from 100,000,000 to 300,000,000. This change does not affect the 35,126,884 common shares that were outstanding and entitled to vote as of April 2, 2026, but expands the shares the company may issue in the future.

The amendment was unanimously approved by the board and then approved by stockholders at the 2026 annual meeting, where a quorum of 23,529,424 shares, or 66.98% of those entitled to vote, was present. Stockholders also elected six directors, ratified CBIZ CPAs P.C. as auditor for 2026, and approved executive compensation on an advisory basis.

8-K Event Classification

3 items: 5.03, 5.07, 9.01

3 items

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 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Authorized common shares before amendment: 100,000,000 shares Authorized common shares after amendment: 300,000,000 shares Shares outstanding on record date: 35,126,884 shares +4 more

7 metrics

Authorized common shares before amendment 100,000,000 shares Section 1 of Article IV prior to Charter Amendment

Authorized common shares after amendment 300,000,000 shares Charter Amendment filed May 28, 2026

Shares outstanding on record date 35,126,884 shares Common stock outstanding and entitled to vote as of April 2, 2026

Shares represented at meeting 23,529,424 shares Common shares present or by proxy at 2026 annual meeting; 66.98% quorum

Auditor ratification votes for 22,802,045 votes Ratification of CBIZ CPAs P.C. for fiscal year ending December 31, 2026

Charter Amendment votes for 20,594,286 votes Stockholder approval of increased authorized common shares

Say-on-pay votes for 12,696,055 votes Advisory approval of named executive officer compensation

Key Terms

Charter Amendment, Articles of Incorporation, emerging growth company, broker non-votes, +2 more

6 terms

Charter Amendment regulatory

"to increase the number of authorized shares of common stock ... (the “Charter Amendment”)."

A charter amendment is a formal change to a corporation’s founding document — its legal rulebook that sets basic structure, powers and shareholder rights. Investors care because amending the charter can alter voting rules, share classes, dividend policies or takeover protections, which can change how value and control are distributed; think of it as revising a building’s blueprint that affects who owns which rooms and who can remodel next.

Articles of Incorporation regulatory

"filed a Certificate of Amendment to the Company’s Articles of Incorporation (the “Articles”)"

A formal legal document filed with a government authority that creates a corporation and sets its basic rules — for example the company name, business purpose, how many ownership shares can exist, and who can receive legal notices. It matters to investors because it defines ownership structure, voting rights, and limits on liability, shaping who controls the company and how future shares or dividends can affect an investor’s stake; think of it as the company’s birth certificate and rulebook.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

broker non-votes financial

"For | Against | Abstain | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory basis regulatory

"The compensation of the named executive officers was approved, on an advisory basis, by the votes indicated"

independent registered public accounting firm financial

"the selection of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Understanding 8-K Material Events →

FALSE00015165515/26/202612/31May 26, 202600015165512026-05-262026-05-26

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): May 26, 2026

SKYE BIOSCIENCE, INC.

(Exact name of registrant as specified in its charter)

Nevada

000-55136

45-0692882

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

11250 El Camino Real, Suite 100, San Diego, CA 92130

(Address of principal executive offices)

(858) 410-0266

(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

Nasdaq Global Market

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 28, 2026, Skye Bioscience, Inc., a Nevada corporation (the “Company”) filed a Certificate of Amendment to the Company’s Articles of Incorporation (the “Articles”) with the Nevada Secretary of State, to amend Section 1 of Article IV of the Articles to increase the number of authorized shares of common stock, par value $0.001 per share (the “common stock”), of the Company from 100,000,000 to 300,000,000 (the “Charter Amendment”). The Charter Amendment did not result in any changes to the issued and outstanding shares of the common stock, and only affects the number of shares that may be issued by the Company in the future.

As previously disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 16, 2026, the Board of Directors of the Company unanimously approved, and recommended that the stockholders of the Company approve, the Charter Amendment. On May 26, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). At the Annual Meeting, the stockholders of the Company representing a majority of the voting power of the outstanding shares of common stock entitled to vote at the 2026 Annual Meeting approved the Charter Amendment.

A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 26, 2026, the Company held the 2026 Annual Meeting. As of April 2, 2026, the record date for the 2026 Annual Meeting, there were 35,126,884 shares of the Company’s common stock outstanding and entitled to vote at the 2026 Annual Meeting. A total of 23,529,424 shares of common stock were present or represented by proxy at the 2026 Annual Meeting, representing 66.98% of the issued and outstanding shares entitled to vote at the meeting, representing a quorum. The proposals voted upon and the final results of the vote were as follows:

Proposal No. 1: Election of Directors. The stockholders elected each of the six nominees named in the proxy statement for the 2026 Annual Meeting (the “Proxy Statement”) as members of the Board of Directors for a one-year term expiring at the Company’s 2027 annual meeting of stockholders. The results were as follows:

																		Broker
Director						For						Withhold						Non-Votes
Paul Grayson						13,194,721						511,577						9,823,126
Deborah Charych						13,293,551						412,747						9,823,126
Punit Dhillon						13,466,198						240,100						9,823,126
Annalisa Jenkins						13,491,428						214,870						9,823,126
Karen Smith						13,036,640						669,658						9,823,126
Andrew J. Schwab						13,408,440						297,858						9,823,126

Proposal No. 2: The ratification of the selection of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The selection was ratified by the votes indicated:

For						Against						Abstain
22,802,045						542,634						184,745

Proposal No. 3: The approval of the Charter Amendment. The Charter Amendment was approved by the votes indicated:

For						Against						Abstain
20,594,286						2,875,605						59,533

Proposal No. 4: The approval, on an advisory basis, of the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement. The compensation of the named executive officers was approved, on an advisory basis, by the votes indicated:

For						Against						Abstain						Broker Non-Votes
12,696,055						909,925						100,318						9,823,126

Item 9.01 Financial Statements and Exhibits.

Exhibit No.						Description
3.1						Certificate of Amendment to the Articles of Incorporation.
104						Cover Page Interactive Data File (embedded within the inline XBRL document)

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: May 29, 2026			/s/  Punit Dhillon
			Name: Punit Dhillon
			Title: Chief Executive Officer

FAQ

What charter change did Skye Bioscience (SKYE) approve in this 8-K?

Skye Bioscience stockholders approved a Charter Amendment increasing authorized common shares from 100,000,000 to 300,000,000. This expands the number of shares the company may issue in the future, while leaving currently issued and outstanding common shares unchanged.

Did Skye Bioscience (SKYE) change its outstanding share count?

No, the Charter Amendment only increased authorized common shares to 300,000,000. As of April 2, 2026, there were 35,126,884 common shares outstanding and entitled to vote, and this number was not changed by the amendment itself.

How many Skye Bioscience (SKYE) shares were represented at the 2026 annual meeting?

A total of 23,529,424 Skye Bioscience common shares were present or represented by proxy at the 2026 annual meeting. This represented 66.98% of the issued and outstanding shares entitled to vote, which was sufficient to constitute a quorum for conducting business.

What auditor did Skye Bioscience (SKYE) stockholders ratify for 2026?

Stockholders ratified the selection of CBIZ CPAs P.C. as Skye Bioscience’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote was 22,802,045 shares for, 542,634 against, and 184,745 abstaining at the annual meeting.

Were Skye Bioscience (SKYE) directors and executive pay approved at the 2026 meeting?

Yes, stockholders elected six director nominees to one-year terms and approved, on an advisory basis, the compensation of named executive officers. Say-on-pay received 12,696,055 votes for, 909,925 against, 100,318 abstentions, with 9,823,126 broker non-votes recorded.

How strongly did Skye Bioscience (SKYE) stockholders support the Charter Amendment?

The Charter Amendment increasing authorized common shares to 300,000,000 received 20,594,286 votes for, 2,875,605 against, and 59,533 abstentions. This indicates a clear majority of shares present or represented at the 2026 annual meeting supported expanding authorized capital.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-3.1 EX-3.1 13.5 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