5AM Partners Amends Skye Bioscience Stake Filing

TL;DR

5AM Partners group updated their Skye Bioscience ownership filing on 3/13/24.

AI Summary

On March 13, 2024, 5AM Partners VII, LLC, along with affiliated entities and individuals including 5AM Co-Investors II, L.P., 5AM Ventures II, L.P., 5AM Ventures VII, L.P., Andrew J. Schwab, John D. Diekman, Kush Parmar, and Scott M. Rocklage, filed an amended Schedule 13D. This filing pertains to their beneficial ownership of Skye Bioscience, Inc. (formerly Emerald Bioscience, Inc. and Nemus Bioscience, Inc.). The filing indicates a change in their reporting regarding their holdings.

Why It Matters

This amended filing by a significant investment group signals potential shifts in their strategy or holdings in Skye Bioscience, which could influence the company's stock performance.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate shifts in investor sentiment or strategy, potentially impacting stock price.

Key Players & Entities

• 5AM Partners VII, LLC (company) — Filing entity
• Skye Bioscience, Inc. (company) — Subject company
• Emerald Bioscience, Inc. (company) — Former company name
• Nemus Bioscience, Inc. (company) — Former company name
• Andrew J. Schwab (person) — Group member
• John D. Diekman (person) — Group member
• Kush Parmar (person) — Group member
• Scott M. Rocklage (person) — Group member
• 5AM Co-Investors II, L.P. (company) — Group member
• 5AM Ventures II, L.P. (company) — Group member

FAQ

Key Financial Figures

• $0.001 — ame of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 83086
• $4.5 million — Common Stock for the purchase price of $4.5 million in the March 2024 PIPE Transaction. The

Filing Documents

• tm248814d1_sc13da.htm (SC 13D/A) — 153KB
• tm248814d1_ex99-h.htm (EX-99.H) — 16KB
• 0001104659-24-034066.txt ( ) — 171KB

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 March 11, 2024, Ventures VII and other unrelated investors entered into a Securities Purchase Agreement with the Issuer (the “March 2024 Purchase Agreement”), pursuant to which the Issuer issued and sold an aggregate of 4,000,000 shares of Common Stock (the “March 2024 PIPE Transaction”). Ventures VII purchased an aggregate of 450,000 shares of Common Stock for the purchase price of $4.5 million in the March 2024 PIPE Transaction. The March 2024 PIPE Transaction closed on March 13, 2024. The source of the funds for the purchase of shares in the March 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 March 13, 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) 10,098,912 10,098,912 10,098,912 10,098,912 33.9 % Partners VII (1) 10,098,912 10,098,912 10,098,912 33.9 % Ventures II (2) 1,718,189 1,718,189 1,718,189 1,718,189 6.1 % Co-Investors II (3) 67,796 67,796 67,796 67,796 0.2 % Partners II (2)(3) 1,785,985 1,785,985 1,785,985 6.4 % Schwab (1)(2)(3)(4) 19,166 19,166 11,884,897 19,166 11,884,897 11,904,063 40.0 % Parmar (1) 10,098,912 10,098,912 10,098,912 33.9 % Diekman (2)(3) 1,785,985 1,785,985 1,785,985 6.4 % Rocklage (2)(3) 1,785,985 1,785,985 1,785,985 6.4 % (1) Includes (i) 8,393,520 shares of Common Stock held by Ventures VII and (ii) 1,705,392 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. 11 (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 Rocklage are managing members of Partners II. Eac

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: March 2024 PIPE Transaction Registration Rights Agreement On March 11, 2024, in connection with the execution of the March 2024 Purchase Agreement, the Issuer entered into a Registration Rights Agreement (the “March 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 signing of the March 2024 Registration Rights Agreement to register the resale of the shares of Common Stock issued in the March 2024 PIPE Transaction, including the shares issued to Ventures VII. Under the March 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 The March 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 March 2024 Registration Rights Agreement, a copy of which is filed herewith as Exhibit G and incorporated herein by reference. March 2024 PIPE Transaction Lock-Up Agreement Concurrently and in connection with the execution of the March 2024 Purchase Agreement, Schwab, as a director of the Issuer, entered into a lock-up agreement with the placement agen

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: G. Form of 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 March 13, 2024). H. Form of Lock-Up Agreement. I. Amendment to Common Stock Purchase Warrants (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K (File No. 000-55136), filed on March 13, 2024). 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 and correct. Dated: March 13, 2024 5AM Ventures VII, L.P. 5AM Partners VII, LLC By: 5AM Partners VII, LLC By: /s/ Andrew J. Schwab its General Partner Name: Andrew J. Schwab Title: Managing Member By: /s/ Andrew J. Schwab Name: Andrew J. Schwab Title: Managing Member 5AM Ventures II, L.P. 5AM Partners II, LLC By: 5AM Partners II, LLC By: /s/ Andrew J. Schwab its General Partner Name: Andrew J. Schwab Title: Managing Member By: /s/ Andrew J. Schwab Name: Andrew J. Schwab Title: Managing Member 5AM Co-Investors II, L.P. By: 5AM Partners II, LLC its General Partner By: /s/ Andrew J. Schwab Name: Andrew J. Schwab Title: Managing Member /s/ Andrew J. Schwab Andrew J. Schwab /s/ Dr. Kush Parmar Dr. Kush Parmar /s/ Dr. John D. Diekman Dr. John D. Diekman /s/ Dr. Scott M. Rocklage Dr. Scott M. Rocklage ATTENTION Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). 14 Exhibit(s): H. Form of Lock-Up Agreement. 15

View Full Filing

View this SC 13D/A filing on SEC EDGAR