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[Form 3/A] Skye Bioscience, Inc. Amended Initial Statement of Beneficial Ownership

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3/A

Rhea-AI Filing Summary

Skye Bioscience Chief Operating Officer Diep Tuan Tu filed an amended insider ownership report to add previously omitted equity awards. The filing lists restricted stock unit awards for up to 72,833 shares that vest in stages when Skye’s market capitalization reaches $125M, $250M, $400M and at an exit of $500M or greater, with acceleration upon a change in control. It also details an additional RSU grant vesting in three equal annual installments from December 14, 2021. Several stock option grants are disclosed, including options over 8,000 shares at an exercise price of $11.25 expiring in 2030, and options over 7,080, 22,021 and 9,194 shares at $3.50–$14.50 per share expiring between 2031 and 2033, all subject to service-based vesting and full vesting on a change in control.

Positive

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Negative

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Insider Diep Tuan Tu
Role Chief Operating Officer
Type Security Shares Price Value
holding Stock Option (Right to Buy) -- -- --
holding Stock Option (Right to Buy) -- -- --
holding Stock Option (Right to Buy) -- -- --
holding Stock Option (Right to Buy) -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Stock Option (Right to Buy) — 8,000 shares (Direct); Common Stock — 72,833 shares (Direct)
Footnotes (1)
  1. The restricted stock unit ("RSU") award was omitted from the Reporting Person's original Form 3, filed on March 4, 2024. Represents RSU awards for up to 72,833 shares that vest on the following performance milestones: 25% vests upon achieving a market cap of $125M, an additional 25% vests upon achieving a market cap of $250M, an additional 25% vests upon achieving a market cap of $400M, an additional 25% vest at an exit of $500M or greater; provided, however, that no RSUs shall vest until the compensation committee of the Issuer determines that shares can be sold into the market to cover withholding tax obligations associated with the vesting of the RSUs . Upon a change in control of the Issuer, 100% of the RSUs will become fully vested. The restricted stock unit ("RSU") award was omitted from the Reporting Person's original Form 3, filed on March 4, 2024. Represents a RSU award that vests in three equal annual installments commencing on the first anniversary of the grant date, December 14, 2021 Upon a change in control of the Issuer, all of the RSUs will vest in full. The stock option was omitted from the Reporting Person's original Form 3, filed on March 4, 2024. The stock option vests 10% on the grant date, October 5, 2020, and the remaining 90% of the stock option will vest in equal semi-annual installments over four annual periods. Upon a change in control of the Issuer, 100% of the stock option will become fully vested. The stock option was omitted from the Reporting Person's original Form 3, filed on March 4, 2024. The stock option vests 25% on the one year anniversary of the grant date, December 14, 2021, and 1/48th monthly thereafter. Upon a change in control of the Issuer, 100% of the stock option will become fully vested. The stock option was omitted from the Reporting Person's original Form 3, filed on March 4, 2024. The stock option vests in equal monthly installments over the four year period beginning August 24, 2023. The grant date for the stock option is August 25, 2023. Upon a change in control of the Issuer, 100% of the stock option will become fully vested. The stock option was omitted from the Reporting Person's original Form 3, filed on March 4, 2024. The stock option vests in equal monthly installments over the four year period beginning August 24, 2023. The grant date for the stock option is November 6, 2023. Upon a change in control of the Issuer, 100% of the stock option will become fully vested.
Performance RSU award 72,833 shares Vests at $125M, $250M, $400M market cap and $500M+ exit
Option grant 1 8,000 shares at $11.25 Stock option exercise price; expires October 5, 2030
Option grant 2 7,080 shares at $14.50 Stock option exercise price; expires December 14, 2031
Option grant 3 22,021 shares at $3.50 Stock option exercise price; expires September 29, 2033
Option grant 4 9,194 shares at $3.50 Stock option exercise price; expires November 6, 2033
Market cap milestones $125M / $250M / $400M / $500M Performance triggers for RSU vesting and exit threshold
restricted stock unit ("RSU") financial
"The restricted stock unit ("RSU") award was omitted from the Reporting Person's original Form 3"
market cap financial
"25% vests upon achieving a market cap of $125M, an additional 25% vests"
Market capitalization, or market cap, is the total market value of a publicly traded company’s outstanding shares, found by multiplying the current share price by the total number of shares. It acts like a company price tag that helps investors compare size, understand how widely the stock is traded and how much risk or growth potential the company may have—larger caps tend to be steadier, while smaller caps can be more volatile and offer higher growth possibilities.
change in control financial
"Upon a change in control of the Issuer, 100% of the RSUs will become fully vested"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
stock option financial
"The stock option was omitted from the Reporting Person's original Form 3, filed on March 4, 2024."
A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.
withholding tax obligations financial
"shares can be sold into the market to cover withholding tax obligations associated with the vesting of the RSUs"
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Diep Tuan Tu

(Last)(First)(Middle)
11250 EL CAMINO REAL
SUITE 100

(Street)
SAN DIEGO CALIFORNIA 92130

(City)(State)(Zip)

UNITED STATES

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
03/04/2024
3. Issuer Name and Ticker or Trading Symbol
Skye Bioscience, Inc. [ SKYE ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
02/29/2024
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Operating Officer
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock72,833(1)D
Common Stock4,000(2)D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy) (3)10/05/2030Common Stock8,000$11.25D
Stock Option (Right to Buy) (4)12/14/2031Common Stock7,080$14.5D
Stock Option (Right to Buy) (5)09/29/2033Common Stock22,021$3.5D
Stock Option (Right to Buy) (6)11/06/2033Common Stock9,194$3.5D
Explanation of Responses:
1. The restricted stock unit ("RSU") award was omitted from the Reporting Person's original Form 3, filed on March 4, 2024. Represents RSU awards for up to 72,833 shares that vest on the following performance milestones: 25% vests upon achieving a market cap of $125M, an additional 25% vests upon achieving a market cap of $250M, an additional 25% vests upon achieving a market cap of $400M, an additional 25% vest at an exit of $500M or greater; provided, however, that no RSUs shall vest until the compensation committee of the Issuer determines that shares can be sold into the market to cover withholding tax obligations associated with the vesting of the RSUs . Upon a change in control of the Issuer, 100% of the RSUs will become fully vested.
2. The restricted stock unit ("RSU") award was omitted from the Reporting Person's original Form 3, filed on March 4, 2024. Represents a RSU award that vests in three equal annual installments commencing on the first anniversary of the grant date, December 14, 2021 Upon a change in control of the Issuer, all of the RSUs will vest in full.
3. The stock option was omitted from the Reporting Person's original Form 3, filed on March 4, 2024. The stock option vests 10% on the grant date, October 5, 2020, and the remaining 90% of the stock option will vest in equal semi-annual installments over four annual periods. Upon a change in control of the Issuer, 100% of the stock option will become fully vested.
4. The stock option was omitted from the Reporting Person's original Form 3, filed on March 4, 2024. The stock option vests 25% on the one year anniversary of the grant date, December 14, 2021, and 1/48th monthly thereafter. Upon a change in control of the Issuer, 100% of the stock option will become fully vested.
5. The stock option was omitted from the Reporting Person's original Form 3, filed on March 4, 2024. The stock option vests in equal monthly installments over the four year period beginning August 24, 2023. The grant date for the stock option is August 25, 2023. Upon a change in control of the Issuer, 100% of the stock option will become fully vested.
6. The stock option was omitted from the Reporting Person's original Form 3, filed on March 4, 2024. The stock option vests in equal monthly installments over the four year period beginning August 24, 2023. The grant date for the stock option is November 6, 2023. Upon a change in control of the Issuer, 100% of the stock option will become fully vested.
Remarks:
/s/ Punit S. Dhillon, as Attorney-in-Fact04/02/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)