5AM Partners Amends Skye Bioscience Stake, Updates Ownership Details

TL;DR

**5AM Partners just updated their stake in Skye Bioscience, watch for market reaction.**

AI Summary

5AM Partners VII, LLC and its affiliated entities, including 5AM CO-INVESTORS II, L.P., 5AM PARTNERS II, LLC, 5AM VENTURES II, L.P., and 5AM VENTURES VII, L.P., along with individuals Andrew J. Schwab, John D. Diekman, Kush Parmar, and Scott M. Rocklage, filed an amended Schedule 13D on January 31, 2024, indicating a change in their beneficial ownership of Skye Bioscience, Inc. common stock. This amendment, triggered by an event on January 29, 2024, updates their previous filing and is important for investors as it reflects a significant institutional investor's updated stake, potentially signaling their ongoing confidence or a shift in strategy regarding Skye Bioscience.

Why It Matters

This filing shows an influential institutional investor, 5AM Partners, is updating its position in Skye Bioscience, which can influence market perception and potentially the stock price.

Risk Assessment

Risk Level: medium — While an update from a major investor isn't inherently risky, changes in their holdings could signal future moves that impact the stock price.

Analyst Insight

Investors should monitor future filings from 5AM Partners for any significant changes in their beneficial ownership percentage, as this could indicate a shift in their investment thesis for Skye Bioscience, Inc.

Key Numbers

• $0.001 — Par Value per Share (The stated par value of Skye Bioscience, Inc. Common Stock.)

Key Players & Entities

• 5AM Partners VII, LLC (company) — filing person and beneficial owner
• Skye Bioscience, Inc. (company) — subject company, issuer of the securities
• Andrew J. Schwab (person) — group member and beneficial owner
• John D. Diekman (person) — group member and beneficial owner
• Kush Parmar (person) — group member and beneficial owner
• Scott M. Rocklage (person) — group member and beneficial owner
• Paul A. Stone (person) — person authorized to receive notices for 5AM Venture Management, LLC
• 5AM CO-INVESTORS II, L.P. (company) — group member and beneficial owner
• 5AM PARTNERS II, LLC (company) — group member and beneficial owner
• 5AM VENTURES II, L.P. (company) — group member and beneficial owner

FAQ

Key Financial Figures

• $0.001 — ame of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 83086
• $12.0 million — Common Stock for the purchase price of $12.0 million in the 2024 PIPE Transaction. The 2024

Filing Documents

• tm244665d1_sc13da.htm (SC 13D/A) — 153KB
• tm244665d1_ex99f.htm (EX-99.F) — 15KB
• 0001104659-24-008803.txt ( ) — 170KB

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration

of the Original Schedule 13D is hereby

Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the following paragraph at the end of Item 3: On January 29, 2024, Ventures VII and other unrelated investors entered into a Securities Purchase Agreement with the Issuer (the "2024 Purchase Agreement"), pursuant to which the Issuer issued and sold an aggregate of 11,822,124 shares of Common Stock and pre-funded warrants to purchase up to 9,978,739 shares of Common Stock (the “2024 PIPE Transaction”). Ventures VII purchased an aggregate of 5,206,074 shares of Common Stock for the purchase price of $12.0 million in the 2024 PIPE Transaction. The 2024 PIPE Transaction closed on January 31, 2024. Following the closing of the 2024 PIPE Transaction, Ventures VII, Ventures II and Co-Investors II directly own 7,943,520, 1,718,189 and 67,796 shares of Common Stock, respectively, and Ventures VII directly owns Warrants to purchase 1,705,393 shares of Common Stock. The source of the funds for the purchase of shares in the 2024 PIPE Transaction by Ventures VII described above was from capital contributions made by its general and limited partners.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer (a) – (b). The following information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13D is provided as of January 31, 2024: Reporting Persons Securities Held Directly Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Beneficial Percentage of Class (5) Ventures VII (1) 9,648,913 0 9,648,913 0 9,648,913 9,648,913 37.3 % Partners VII (1) 0 0 9,648,913 0 9,648,913 9,648,913 37.3 % Ventures II (2) 1,718,189 0 1,718,189 0 1,718,189 1,718,189 7.1 % Co-Investors II (3) 67,796 0 67,796 0 67,796 67,796 0.3 % Partners II (2)(3) 0 0 1,785,985 0 1,785,985 1,785,985 7.4 % Schwab (1)(2)(3)(4) 11,666 11,666 11,434,898 11,666 11,434,898 11,446,564 44.2 % Parmar (1) 0 0 9,648,913 0 9,648,913 9,648,913 37.3 % Diekman (2)(3) 0 0 1,785,985 0 1,785,985 1,785,985 7.4 % Rocklage (2)(3) 0 0 1,785,985 0 1,785,985 1,785,985 7.4 % 11 (1) Includes (i) 7,943,520 shares of Common Stock held by Ventures VII and (ii) 1,705,393 shares of Common Stock issuable upon exercise of warrants held by Ventures VII that are currently exercisable. Partners VII serves as sole general partner of Ventures VII. Schwab and Parmar are managing members of Partners VII. Each of Partners VII, Schwab and Parmar shares voting and dispositive power over the securities held by Ventures VII. (2) Includes 1,718,189 shares of Common Stock held by Ventures II. Partners II serves as sole general partner of Ventures II. Schwab, Diekman and Rocklage are managing members of Partners II. Each of Partners II, Schwab, Diekman and Rocklage shares voting and dispositive power over the securities held by Ventures II. (3) Includes 67,796 shares of Common Stock held by Co-Investors II. Partners II serves as sole general partner of Co-Investors II. Schwab, Diekman and

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

of the Original Schedule 13D is hereby

Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding the following paragraph at the end of Item 6: 2024 PIPE Transaction Registration Rights Agreement On January 29, 2024, in connection with the execution of the 2024 Purchase Agreement, the Issuer entered into a Registration Rights Agreement (the “2024 Registration Rights Agreement”) with certain investors (collectively the “Investors”), including Ventures VII, pursuant to which the Issuer has agreed, subject to the terms and conditions of the agreement, to file a registration statement under the Securities Act of 1933 (the “Registration Agreement”) within 60 days from the of the 2024 Registration Rights Agreement to register the resale of the shares of Common Stock issued in the 2024 PIPE Transaction, including the shares issued to Ventures VII. Under the 2024 Registration Rights Agreement, the Issuer is also required to use reasonable best efforts to have the Registration Statement declared effective as promptly as possible thereafter, and in any event no later than 30 days following the date of filing of the Registration Statement (or 60 days following the filing date in the event the SEC staff reviews and has written comments to the Registration Statement). The 2024 Registration Rights Agreement also includes customary provisions, including with respect to the payment of fees and expenses associated with the registration, as well as indemnification provisions. The foregoing description is qualified in its entirety by the full text and form of the 2024 Registration Rights Agreement, a copy of which is filed herewith as Exhibit E and incorporated herein by reference. 2024 PIPE Transaction Lock-Up Agreement Concurrently and in connection with the execution of the 2024 Purchase Agreement, Schwab, as a director of the Issuer, entered into a lock-up agreement with the placement agent for the 2024 PIPE Transaction, pursuant to which he will be rest

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits

of the Original Schedule 13D is hereby

Item 7 of the Original Schedule 13D is hereby amended and supplemented by adding the following exhibits at the end of Item 7: E. Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K (File No. 000-55136), filed on January 29, 2024). F. Form of Lock-Up Agreement. 13 Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete

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View this SC 13D/A filing on SEC EDGAR