Skye Bioscience, Inc.

FALSE 0001516551 0001516551 2026-08-21 2026-08-21 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 21, 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. As previously disclosed on the Current Report on Form 8-K filed by Skye Bioscience, Inc., a Nevada corporation (the “Company”), with the U.S. Securities and Exchange Commission (the “SEC”) on August 14, 2026, concurrently with the entry by the Company into (1) that certain Transaction Agreement (the “Transaction Agreement”) with Redx Pharma Limited, a private limited company incorporated in England and Wales with registered number 07368089, and (2) that certain Securities Purchase Agreement (the “PIPE SPA”) with the investors identified therein (the “PIPE Investors”), on August 14, 2026, the Company entered into a binding term sheet (the “Term Sheet”) with a fund affiliated with Redmile Group, LLC (“Redmile”), pursuant to which, and subject to the terms and conditions therein, the Company and Redmile agreed to enter into definitive documentation with respect to the ELOC (as defined below) and the Warrant (as defined below) within seven days of the date of the Term Sheet. In accordance with the Term Sheet, on August 21, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Redmile Biopharma Investments III, L.P. (“Buyer”), an affiliate of Redmile, pursuant to which, and in accordance with the terms and conditions set forth therein, the Company will be required, subject to the limitations and conditions set forth therein, to sell to Buyer, and Buyer will be obligated to purchase: (i) shares (the “ELOC Common Shares”) of common stock of the Company, par value of $0.001 per share (the “Common Stock”), and (ii) if applicable pursuant to the terms of the Purchase Agreement, shares of non-voting common stock (the “ELOC Non-Voting Shares” and, together with the ELOC Common Shares, the “ELOC Shares”) of the Company to be established prior to the Effective Time (as defined in the Transaction Agreement), which shares will be convertible into shares of Common Stock on a one-for-one basis (the “Non-Voting Common Stock”), with an aggregate purchase price of up to $22,000,000, which amount shall be reduced by the amount, if any, by which the aggregate gross equity proceeds actually funded to the Company in connection with the closing of the issuance and sale of equity securities by the Company pursuant to the PIPE SPA (the “PIPE”) (including any additional equity financings occurring or closing concurrently with or in connection with the PIPE, which, for the avoidance of doubt shall include the Series A Investment Amount (as defined in the Transaction Agreement)) (the “Funded PIPE Amount”) exceeds $103,000,000; provided that, if the Funded PIPE Amount equals or exceeds $125,000,000, the Company shall not be required to sell, and the Buyer shall not be required to purchase, any ELOC Shares pursuant to the Purchase Agreement (the “ELOC”). The sale of the ELOC Shares by the Company to Buyer under the Purchase Agreement will occur from time to time over the period commencing, subject to satisfaction of certain conditions, on the Commencement Date (as defined in the Purchase Agreement) and terminating on the third anniversary of the Closing Date (as defined in the PIPE SPA) (the “Closing Date”). During such time, the Company will be required, commencing with the first full calendar month following the commencement date under the Purchase Agreement, to direct Buyer to purchase in each calendar month the maximum amount of the ELOC that remains available to be called upon in such calendar month, subject to a limit of $2,000,000 of ELOC Shares in any calendar month and the other limitations and conditions set forth in the Purchase Agreement (including the Exchange Cap and the beneficial ownership limitation described below), pursuant to purchase notices delivered to Buyer under the Purchase Agreement at a purchase price per ELOC Share equal to the lesser of (1) the price per share of Common Stock paid by the PIPE Investors pursuant to the PIPE SPA (the “PIPE Price”) and (2) the Market Price (as defined in the Purchase Agreement), determined as of the date of receipt of the applicable purchase notice, provided that in no event shall the purchase price per ELOC Share be lower than a price equal to a 10% discount to the PIPE Price (the “ELOC Price”). In addition, pursuant to the Purchase Agreement, the Company agreed to issue to Buyer on the Closing Date a warrant (the “Warrant”) to purchase up to a number of shares of Common Stock and/or Non-Voting Common Stock (the “Warrant Shares”) equal to $5,000,000 divided by the PIPE Price in accordance with the terms set forth therein. The Warrant will be exercisable at any time and from time to time on or after January 1, 2027, and on or prior to 5:00 p.m. (New York City time) on January 1, 2030, at an exercise price per share, determined as of each date of exercise, equal to the lesser of (1) the PIPE Price and (2) the Market Price as of such date of exercise, provided that in no event will the exercise price per share be lower than a price equal to 90% of the PIPE Price. Exercises of the Warrant for shares of Common Stock will be subject to a 9.99% beneficial ownership limitation, above which the Warrant will instead be exercisable for an equal number of shares of Non-Voting Common Stock. The Purchase Agreement contains representations and warranties of the Company and Buyer that are typical for transactions of this type. The Purchase Agreement also contains covenants on the part of the Company that are typical for transactions of this type. Under the Purchase Agreement, the aggregate number of ELOC Common Shares and shares of Common Stock issuable upon conversion of the ELOC Non-Voting Shares (together with any shares of Common Stock required to be aggregated therewith under applicable Nasdaq rules) may not exceed 19.99% of the Company’s outstanding shares of Common Stock as of the date of the Purchase Agreement, unless stockholder approva