Skye Bioscience Reports Material Agreement & Unregistered Equity Sales

Ticker: SKYE · Form: 8-K · Filed: Jan 29, 2024 · CIK: 1516551

Complexity: simple

Sentiment: mixed

Topics: equity-sales, material-agreement, financing

TL;DR

**Skye Bioscience just made a big deal and sold new shares, watch for details.**

AI Summary

Skye Bioscience, Inc. filed an 8-K on January 29, 2024, reporting an "Entry into a Material Definitive Agreement" and "Unregistered Sales of Equity Securities." This indicates the company likely secured new funding or entered a significant partnership, potentially through issuing new shares outside of a public offering. For investors, this matters because it could signal either a strengthening of the company's financial position and future prospects or a dilution of existing shareholder value if new shares were issued at a discount.

Why It Matters

This filing suggests Skye Bioscience has made a significant business move, potentially impacting its financial health and the value of its stock.

Risk Assessment

Risk Level: medium — The filing indicates a material agreement and equity sales, which could be positive or negative depending on the terms, creating moderate uncertainty for investors.

Analyst Insight

A smart investor would await further details on the 'Material Definitive Agreement' and the terms of the 'Unregistered Sales of Equity Securities' to understand the financial implications and potential dilution before making any investment decisions.

Key Players & Entities

FAQ

What specific items were reported in this 8-K filing by Skye Bioscience, Inc.?

Skye Bioscience, Inc. reported 'Entry into a Material Definitive Agreement' and 'Unregistered Sales of Equity Securities' on January 29, 2024, as well as 'Regulation FD Disclosure', 'Other Events', and 'Financial Statements and Exhibits'.

When was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing occurred on January 29, 2024.

What is the business address of Skye Bioscience, Inc.?

The business address of Skye Bioscience, Inc. is 11250 El Camino Real, Suite 100, San Diego, CA 92130.

What is the Central Index Key (CIK) for Skye Bioscience, Inc.?

The Central Index Key (CIK) for Skye Bioscience, Inc. is 0001516551.

What was the former name of Skye Bioscience, Inc. before its name change on March 25, 2019?

Before March 25, 2019, Skye Bioscience, Inc. was formerly known as Emerald Bioscience, Inc.

Filing Stats: 2,004 words · 8 min read · ~7 pages · Grade level 13.8 · Accepted 2024-01-29 08:02:44

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Securities Purchase Agreement On January 29, 2024, Skye Bioscience, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain institutional investors (collectively, the "Investors") to issue and sell at closing (i) an aggregate of 11,822,124 shares (the "Shares") of common stock of the Company, par value $0.001 per share (the "Common Stock"), at a price of $2.305 per Share and (ii) pre-funded warrants (the "Pre-Funded Warrants" and together with the Shares, the "Closing Securities") to purchase up to 9,978,739 shares of Common Stock (the "Warrant Shares" and together with the Shares and the Pre-Funded Warrants, the "Securities"), at a price of $2.3049 per Pre-Funded Warrant (the "Private Placement"). Subject to the limitations described below, the Pre-Funded Warrants will be immediately exercisable at an exercise price of $0.001 per share and will not expire until exercised in full. The Company expects to receive aggregate gross proceeds from the Private Placement of $50,249,991, before deducting placement agent fees and offering expenses. Under the terms of the Pre-Funded Warrants, the Company may not effect the exercise of any such Pre-Funded Warrant, and a holder will not be entitled to exercise any portion of any Pre-Funded Warrant, if, upon giving effect to such exercise, the aggregate number of shares of Common Stock beneficially owned by the holder (together with its affiliates, other persons acting or who could be deemed to be acting as a group together with the holder or any of the holder's affiliates, and any other persons whose beneficial ownership of Common Stock would or could be aggregated with the holder's or any of the holder's affiliates for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) would exceed 4.99% of the number of shares of Common Stock outstanding immediately after giving

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Securities were offered and sold in transactions exempt from registration under the Securities Act, in reliance on Section 4(a)(2) thereof and Rule 506 of Regulation D thereunder. Each of the Investors represented that it was an "accredited investor," as defined in Regulation D, and is acquiring such securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The Securities have not been registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. Neither this Current Report on Form 8-K nor any of the exhibits attached hereto is an offer to sell or the solicitation of an offer to buy the Securities, shares of Common Stock or any other securities of the Company.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On January 29, 2024, the Company issued a press release announcing the Private Placement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in Item 7.01 of this Current Report on Form 8-K, including the information in the presentation attached as Exhibit 99.1 to this Current Report on Form 8-K, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this Current Report on Form 8-K, including the information in the presentation attached as Exhibit 99.1 to this Current Report on Form 8-K, shall not be deemed to be incorporated by reference in the filings of the Company under the Securities Act.

01 Other Events

Item 8.01 Other Events. The Company expects the Private Placement net proceeds to fund its operations into early 2026 through a set of key milestones and operations encompassing: Phase 2 clinical trial for nimacimab in obesity: anticipating starting mid-year 2024; interim data expected in Q1 2025; preliminary topline data expected in 2025 Phase 2a clinical trial for SBI-100 Ophthalmic Emulsion ("OE") in glaucoma and ocular hypertension: currently enrolling; interim data expected Q1 2024; preliminary topline data Q2 2024 Phase 2b trial of SBI-100 OE for glaucoma and ocular hypertension: anticipating starting H2 2024; preliminary topline data expected in 2025 Ongoing R&D, general corporate purposes and working capital. As an update to its previously announced clinical development plans, Skye is planning a Phase 2 trial that will randomize approximately 200 obese patients into four equal-sized arms in which they will be administered either 1) nimacimab (200 mg), 2) GLP-1R agonist (2.4 mg), 3) a combination of nimacimab and GLP-1R agonist, or 4) placebo for 26 weeks with a 12-week follow-up. The primary endpoint will be percent change in weight from baseline at week 26. Secondary endpoints include safety and tolerability, change in waist circumference, change in body composition, change in fasting triglycerides and cholesterol, and change in A1c (a measure of blood sugar). This planned Phase 2 clinical trial design is not finalized and remains subject to change based on further input from advisors and the U.S. FDA.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of Pre-Funded Warrant 10.1# Securities Purchase Agreement, dated as of January 29 , 202 4 , by and among Skye Bioscience, Inc. and the Investors named therein 10.2# Registration Rights Agreement, dated as of January 29, 2024, by and among Skye Bioscience, Inc. and the Investors named therein 99.1 Press release of Skye Bioscience, Inc. dated January 29, 2024 104 Cover Page Interactive Data File (embedded within the inline XBRL document) # Certain exhibits or schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

SIGNATURES

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: January 29, 2024 /s/ Punit Dhillon Name: Punit Dhillon Title: Chief Executive Officer

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