Skye Bioscience, Inc.

FALSE 0001516551 0001516551 2026-09-08 2026-09-08 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): September 8, 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 1.02 Termination of a Material Definitive Agreement. On September 8, 2026, in connection with the resignation of John P. Sharp as Chief Financial Officer and principal financial and accounting officer of Skye Bioscience, Inc., a Nevada corporation (the “Company”), the Company provided written notice to Lohman & Associates, Inc. of its intent to terminate the Master Services Agreement, dated March 31, 2026, by and between the Company and Lohman & Associates, Inc. (the “Master Services Agreement”), effective September 8, 2026 (the “Effective Date”). The foregoing description of the Master Services Agreement is qualified in its entirety by reference to the full text of such agreement, which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 3, 2026 and is incorporated herein by reference. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Resignation of Chief Financial Officer On September 8, 2026, John P. Sharp resigned as Chief Financial Officer and principal financial and accounting officer of the Company, effective as of the Effective Date. Mr. Sharp’s departure is not the result of any disagreement with the Company’s independent auditors or the Company on any matter relating to the Company’s financial statements, internal control over financial reporting, operations, policies or practices. Appointment of Principal Financial and Accounting Officer In connection with Mr. Sharp’s departure, on September 9, 2026, the Board of Directors of the Company appointed Punit Dhillon, the Company’s President and Chief Executive Officer, as the Company’s principal financial and accounting officer, effective as of September 8, 2026. Mr. Dhillon will continue in his roles as Director, President and Chief Executive Officer of the Company. The compensatory and other material terms of Mr. Dhillon’s employment with the Company will remain unchanged in connection with the foregoing. Biographical information for Mr. Dhillon can be found in the Company’s definitive proxy statement for its 2026 annual meeting of stockholders filed with the Securities and Exchange Commission on April 16, 2026 and is incorporated herein by reference. There are no arrangements or understandings between Mr. Dhillon and any other persons pursuant to which he was appointed principal financial and accounting officer of the Company. There are also no family relationships between Mr. Dhillon and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Item 8.01 Other Matters. On September 8, 2026, the Company received a letter from the Nasdaq Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company’s common stock had a closing bid price at or greater than $1.00 per share for the last 10 consecutive business days, from August 24 through September 4, 2026, and, as a result, the Company has regained compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market and the matter is now closed. Important Information and Where to Find It In connection with the proposed acquisition of Redx Pharma Limited (“Redx”) by Skye Bioscience, Inc. (“Skye” or the “Company”) (the “Transaction”), the Company intends to file with the U.S. Securities and Exchange Commission (the “SEC”) a proxy statement (the “Proxy Statement”), the definitive version of which will be sent or provided to the Company’s stockholders. The Company may also file other documents with the SEC regarding the proposed transaction. This communication is not a substitute for the Proxy Statement or any other document that the Company may file with the SEC or send to its stockholders. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Stockholders may obtain free copies of the Proxy Statement (when it is available) and other documents that are filed or will be filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov or the Company’s website at https://ir.skyebioscience.com/sec-filings/all-sec-filings. No Offer or Solicitation This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed Transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made in the United States absent registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. The Skye securities to be issued in the proposed Transaction are anticipated to be issued in reliance upon an available exemption from such registration requirements pursuant to Section 3(a)(10) of the Securities Act. Participants in the Solicitation Skye and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed Transaction. Information regarding Skye’s directors and executive officers, including a description of their direct or indirect interest