Skye Bioscience, Inc.

FALSE 0001516551 8/12/2026 12/31 0001516551 2026-08-12 2026-08-12 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 12, 2026 SKYE BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Nevada 000-55136 45-0692882 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification Number) 11250 El Camino Real , Suite 100 , San Diego , CA 92130 (Address of principal executive offices) ( 858 ) 410-0266 (Registrant’s telephone number, including area code) _________________________ (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions. ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☑ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.001 SKYE The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 1.01 Entry into a Material Definitive Agreement. Transaction Agreement The Transaction On August 14, 2026, Skye Bioscience, Inc., a Nevada corporation (the “ Company ”), entered into a transaction agreement (“ Transaction Agreement ”) with Redx Pharma Limited, a private limited company incorporated in England and Wales with registered number 07368089 (“ Redx ”). The Transaction Agreement provides that, subject to the terms and conditions set forth therein, including the requisite approval of each of the Company’s and Redx’s shareholders, the Company will acquire the entire issued and to be issued share capital of Redx pursuant to a scheme of arrangement under Part 26 of the United Kingdom Companies Act 2006 (the “ Scheme of Arrangement ” and such transaction, the “ Transaction ”). Under the Transaction Agreement, following the effective time of the Scheme of Arrangement (the “ Effective Time ”), each Scheme Share (as defined in the Scheme of Arrangement) (each, a “ Scheme Share ”) shall be transferred from the holders of the Scheme Shares (each, a “ Scheme Shareholder ”) to the Company in exchange for a number of validly issued, fully paid and non-assessable shares of common stock of the Company, par value of $0.001 per share (the “ Common Stock ”) or if elected for a part or all of the Scheme Shares held by an Eligible Electing Shareholder (as defined in the Transaction Agreement), shares of non-voting common stock of the Company to be established prior to the Effective Time, which shares will be convertible into shares of Common Stock on a one-for-one basis (the “ Non-Voting Common Stock ” and, the shares of Common Stock and/or Non-Voting Common Stock to be issued pursuant to the Transaction Agreement, the “ Share Deliverables ” and collectively, the “ Exchange Shares ”), calculated in accordance with the Exchange Ratio as set forth in the Transaction Agreement (the “ Exchange Ratio ”). On the date hereof, Redx has entered into a subscription agreement pursuant to which, prior to the closing of the Transaction, Redx intends to issue series A shares in the capital of Redx (the “ Series A Shares ”) for an aggregate purchase price of $36.0 million (the “ Series A Financing ”), and such Series A Shares will form part of the Scheme Shares. In addition, the Company and an existing investor have entered into a side letter (the “ Side Letter ”) in connection with the Concurrent Financing (as defined below) and the Transaction Agreement pursuant to which such investor has agreed to invest up to an additional $5.0 million in the Concurrent Financing, subject to the satisfaction of certain conditions in the Side Letter. At the Effective Time, the Scheme Shareholders shall cease to have any rights with respect to the Scheme Shares, except their rights, in accordance with the terms of the Scheme of Arrangement, to receive in exchange for each Scheme Share held by a Scheme Shareholder, (i) the Share Deliverables and (ii) if such Scheme Shareholder is a Company Legacy Stockholder (as defined in the Transaction Agreement), one Company Legacy CVR (as defined below), issued subject to and in accordance with the terms and conditions of the Company CVR Agreement (as defined below), in each case subject to the terms and conditions set forth therein and in the Scheme of Arrangement. Pursuant to the Exchange Ratio formula described in the Transaction Agreement, upon the Closing (as defined below), on a pro forma basis and based upon the number of shares of Exchange Shares expected to be issued in connection with the Transaction and the Concurrent Financing, pre-Transaction equityholders of Redx are expected to own approximately 46.17% of the combined company, pre-Transaction equityholders of the Company are expected to own approximately 5.38% of the combined company and the investors in the Concurrent Financing and the Series A Financing are expected to own approximately 48.45% (assuming gross proceeds from the Concurrent Financing of $67.9 million and assuming gross proceeds from the Series A Financing of $36.0 million), in each case, calculated on a fully diluted basis, using the treasury stock method, and subject to certain assumptions, including (i) a valuation for the Company of $14.5 million (assuming the Company has Acquiror Net Cash (as defined in the Transaction Agreement) of at least $2,000,000 (“ Company Net Cash ”) as of the closing of the Transaction (the “ Closing ” and such date, the “ Closing Date ”), (ii) a valuation for Redx of $125.0 million, (iii) the relative capitalization of the Company and Redx and (vi) assuming that the Concurrent Financing is not increased pursuant to the Side Letter or otherwise. The percentage of the combined company that each party’s equityholders will own following the Closing is subject to certain adjustments as described in the Transaction Agreement, including the amount of the final Company Net Cash at Closing. For purposes of the Exchange Ratio, the equity value attributed to the Company is $14,500,000, subject to adjustment based on Company Net Cash as described in the Transaction Agreement. In addition, the valuation of the Company is subject to adjustment based on the Specified Adjustment (as defined in the Transaction Agreement). If the Specified Adjustment is not resolved at or prior to the Closing, the valuation of the Company will be automatically reduced to $2,000,000 (the “ Valuation Floor ”) and the expected ownership of the combined company will be recalculated in accordance with the Exchange Ratio. If the Specified Adjustment is resolved at or prior to the Closing, any amounts actually paid or payable by the Company will be reflected as deductions in the calculation of Company Net Cash, and the valuation of the Company will be adjusted pursuant to the Company Net Cash adjustment mechanics set forth in the Transaction Agreement, subject to the Valuation Floor. Following the Closing, it is e