[Form 4] Skye Bioscience, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Skye Bioscience insiders reported multiple sales of common stock on August 21-22, 2025. Entities affiliated with 5AM sold a total of 231,405 shares across two days at weighted-average prices of $3.57 (sales on 08/21) and $3.42 (sales on 08/22), with transaction prices in footnotes ranging from $3.30 to $3.69. After the reported transactions, the filing shows beneficial ownership positions including 1,621,043, 63,963, 1,457,064, 57,493 and a block of 8,167,206 shares held indirectly by 5AM-affiliated entities. The report is signed by the applicable 5AM entities and individual managing members.

Positive

• None.

Negative

• Insider sales of 231,405 shares executed on 08/21-08/22/2025 at weighted-average prices of $3.57 and $3.42 respectively.
• Large remaining indirect holdings disclosed (e.g., 8,167,206 shares by 5AM Ventures VII, L.P.), indicating concentrated ownership despite the sales.
• No reason for the sales provided in the filing; only transaction details and footnotes about price ranges are disclosed.

Insights

Financial Analyst

TL;DR: Significant insider sales totaling 231,405 shares over two days may be viewed negatively by investors.

The filing documents concentrated dispositions by multiple 5AM-affiliated reporting persons on 08/21/2025 and 08/22/2025, with weighted-average sale prices of $3.57 and $3.42 respectively and per-share price ranges disclosed in footnotes. While the filing provides post-transaction beneficial ownership figures for each reporting entity, it does not state reasons for the sales or indicate any offsetting purchases. For market participants, the transaction size and concentrated timing are material data points to integrate into trading-volume and insider-activity analyses.

Corporate Governance Expert

TL;DR: The Form 4 appears procedurally complete and discloses indirect holdings via multiple 5AM entities.

The report identifies the reporting persons, their addresses, and the chain of indirect ownership (e.g., 5AM Partners as general partner of listed funds), and includes required explanatory footnotes about weighted-average pricing and relationships. Signatures from relevant managing members and individuals are present. The filing does not contain governance actions, related-party agreements, or any expressed intent beyond the recorded sales, so its governance implications are limited to disclosure of ownership structure and realized dispositions.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

5AM Partners VII, LLC

(Last) (First) (Middle)

4 EMBARCADERO CENTER, SUITE 3110

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Skye Bioscience, Inc. [ SKYE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/21/2025		S		58,642	D	$3.57(1)	1,621,043	I	By 5AM Ventures II, L.P.(2)
Common Stock	08/21/2025		S		2,314	D	$3.57(1)	63,963	I	By 5AM Co-Investors II, L.P.(3)
Common Stock	08/22/2025		S		163,979	D	$3.42(4)	1,457,064	I	By 5AM Ventures II, L.P.(2)
Common Stock	08/22/2025		S		6,470	D	$3.42(4)	57,493	I	By 5AM Co-Investors II, L.P.(3)
Common Stock								8,167,206	I	By 5AM Ventures VII, L.P.(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

5AM Partners VII, LLC

(Last) (First) (Middle)

4 EMBARCADERO CENTER, SUITE 3110

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

5AM Ventures VII, L.P.

(Last) (First) (Middle)

4 EMBARCADERO CENTER, SUITE 3110

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

5AM Partners II, LLC

(Last) (First) (Middle)

4 EMBARCADERO CENTER, SUITE 3110

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

5AM Ventures II LP

(Last) (First) (Middle)

4 EMBARCADERO CENTER, SUITE 3110

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

5AM CO-INVESTORS II LP

(Last) (First) (Middle)

4 EMBARCADERO CENTER, SUITE 3110

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

DIEKMAN JOHN D

(Last) (First) (Middle)

4 EMBARCADERO CENTER, SUITE 3110

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

PARMAR KUSH

(Last) (First) (Middle)

4 EMBARCADERO CENTER, SUITE 3110

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ROCKLAGE SCOTT M

(Last) (First) (Middle)

4 EMBARCADERO CENTER, SUITE 3110

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.55 to $3.69 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

2. The securities are directly held by 5AM Ventures II, L.P. ("Ventures II"). 5AM Partners II, LLC ("Partners II") is the sole general partner of Ventures II. Dr. John Diekman, Andrew J. Schwab and Dr. Scott M. Rocklage are the managing members of Partners II and may be deemed to have shared voting and investment power over the securities beneficially owned by Ventures II. Each of Partners II, Dr. Diekman and Dr. Rocklage disclaims beneficial ownership of such securities except to the extent of its or his respective pecuniary interest therein. Mr. Schwab is a director of the Issuer and files separate Section 16 reports.

3. The securities are directly held by 5AM Co-Investors II, L.P. ("Co-Investors II"). Partners II is the sole general partner of Co-Investors II. Dr. John Diekman, Andrew J. Schwab and Dr. Scott M. Rocklage are the managing members of Partners II and may be deemed to have shared voting and investment power over the securities beneficially owned by Co-Investors II. Each of Partners II, Dr. Diekman and Dr. Rocklage disclaims beneficial ownership of such shares except to the extent of its or his respective pecuniary interest therein. Mr. Schwab is a director of the Issuer and files separate Section 16 reports.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.30 to $3.59 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. The securities are directly held by 5AM Ventures VII, L.P. ("Ventures VII"). 5AM Partners VII, LLC ("Partners VII") is the sole general partner of Ventures VII. Dr. Kush Parmar and Andrew J. Schwab are the managing members of Partners VII and may be deemed to have shared voting and investment power over the securities beneficially owned by Ventures VII. Each of Partners VII and Dr. Parmar disclaims beneficial ownership of such securities except to the extent of its or his respective pecuniary interest therein. Mr. Schwab is a director of the Issuer and files separate Section 16 reports.

	5AM Partners VII, LLC, By /s/ Andrew J. Schwab, Managing Member	08/22/2025
	5AM Ventures VII, L.P., By: 5AM Partners VII, LLC, its General Partner, By /s/ Andrew J. Schwab, Managing Member	08/22/2025
	5AM Partners II, LLC, By /s/ Andrew J. Schwab, Managing Member	08/22/2025
	5AM Ventures II, L.P., By: 5AM Partners II, LLC, its General Partner, By /s/ Andrew J. Schwab, Managing Member	08/22/2025
	5AM Co-Investors II, L.P., By: 5AM Partners II, LLC, its General Partner, By /s/ Andrew J. Schwab, Managing Member	08/22/2025
	/s/ John Diekman	08/22/2025
	/s/ Kush Parmar	08/22/2025
	/s/ Scott M. Rocklage	08/22/2025
	** Signature of Reporting Person	Date
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 4 (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.

FAQ

What insider transactions did Skye Bioscience (SKYE) report on this Form 4?

The Form 4 reports sales by 5AM-affiliated reporting persons totaling 231,405 shares on 08/21/2025 and 08/22/2025 at weighted-average prices of $3.57 and $3.42.

How many shares does 5AM Ventures VII, L.P. beneficially own after the reported transactions?

The filing shows 8,167,206 shares beneficially owned by 5AM Ventures VII, L.P.

Were the sale prices constant or varied for the reported transactions?

The filing discloses weighted-average prices and footnote ranges: sales on 08/21 ranged from $3.55 to $3.69, and sales on 08/22 ranged from $3.30 to $3.59.

Who signed the Form 4 for the reporting entities?

Signatures include Andrew J. Schwab as managing member for 5AM entities and individual signatures by John Diekman, Kush Parmar, and Scott M. Rocklage, dated 08/22/2025.

Does the filing explain why the insiders sold shares?

No. The Form 4 provides transaction details and footnotes about pricing and ownership structure but does not state reasons for the sales.