Skye Bioscience Files 8-K: Material Agreement & Equity Sales

TL;DR

Skye Bioscience inked a new deal and sold some stock, filing the deets with the SEC.

AI Summary

Skye Bioscience, Inc. announced on March 11, 2024, that it entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. The filing details Skye Bioscience's corporate actions and financial reporting.

Why It Matters

This 8-K filing indicates significant corporate activity for Skye Bioscience, including a new material agreement and equity transactions, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements and unregistered equity sales can introduce financial and operational risks, requiring careful investor scrutiny.

Key Numbers

• 000-55136 — SEC File Number (Identifies the company's filing with the SEC.)
• 45-0692882 — I.R.S. Employer Identification Number (Company's tax identification number.)

Key Players & Entities

• Skye Bioscience, Inc. (company) — Registrant
• March 11, 2024 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• 11250 El Camino Real, Suite 100, San Diego, CA 92130 (address) — Business and mailing address

FAQ

Key Financial Figures

• $0.001 — common stock of the Company, par value $0.001 per share (the "Common Stock"), at a pr
• $40,000,000, b — proceeds from the Private Placement of $40,000,000, before deducting placement agent fees and

Filing Documents

• skye-20240311.htm (8-K) — 43KB
• a41_warrantamendment.htm (EX-4.1) — 14KB
• a101_spa.htm (EX-10.1) — 193KB
• a102_rra.htm (EX-10.2) — 150KB
• 0001516551-24-000045.txt ( ) — 588KB
• skye-20240311.xsd (EX-101.SCH) — 2KB
• skye-20240311_lab.xml (EX-101.LAB) — 20KB
• skye-20240311_pre.xml (EX-101.PRE) — 12KB
• skye-20240311_htm.xml (XML) — 2KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Securities Purchase Agreement On March 11 , 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 an aggregate of 4,000,000 shares (the "Shares") of common stock of the Company, par value $0.001 per share (the "Common Stock"), at a price of $ 10.00 per Share (the "Private Placement"). The Company expects to receive aggregate gross proceeds from the Private Placement of $40,000,000, before deducting placement agent fees and offering expenses. The Private Placement closed on March 13, 2024. Piper Sandler acted as the lead placement agent and Oppenheimer & Co. acted as a placement agent for the PIPE financing. A form of the Purchase Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company or the Investors. The Purchase Agreement contains customary representations, warranties and covenants that the Company and the Investors made to each other as of specific dates. The Company granted the Investors indemnification rights with respect to its representations, warranties, covenants and agreements under the Purchase Agreement. The assertions embodied in those representations, warranties and covenants were made solely for purposes of the Purchase Agreement between the Company and the Investors and may be subject to important qualifications and limitations agreed to by the Company and the Investors in connection with negotiating its terms, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Purchase Agreement. Moreover, the representations and warranties may be subject to a contractual standard of materiality that may be different from what may be viewed as material

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 under the heading "Securities Purchase Agreement" is incorporated by reference into this Item 3.02. The Shares were offered and sold in transactions exempt from registration under the Securities Act of 1933, as amended (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 Shares 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 Shares or any other securities of the Company.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Amendment to Common Stock Purchase Warrants 10.1# Form of Securities Purchase Agreement, dated as of March 11, 2024, by and among Skye Bioscience, Inc. and the Investors named therein 10.2# Form of Registration Rights Agreement, dated as of March 11 , 2024, by and among Skye Bioscience, Inc. and the Investors named therein 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: March 13, 2024 /s/ Punit Dhillon Name: Punit Dhillon Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR