Skye Bioscience, Inc.

PREM14A 1 skye20261023-preliminarypr.htm PREM14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240.14a-12 Skye Bioscience, Inc. (Exact name of registrant as specified in its charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☐ No fee required. ☐ Fee paid previously with preliminary materials. ☒ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 PRELIMINARY PROXY STATEMENT - SUBJECT TO COMPLETION BUSINESS COMBINATION PROPOSED - YOUR VOTE IS VERY IMPORTANT [•], 2026 On August 14, 2026, Skye Bioscience, Inc., a Nevada corporation (“Skye,” “we,” “us” or “our”), and Redx Pharma Limited, a private limited company incorporated under the laws of England and Wales with registered number 07368089 (“Redx”), entered into a transaction agreement (the “Transaction Agreement”). The Transaction Agreement provides that, subject to the conditions set forth therein, including the receipt of requisite approvals of Skye stockholders and Redx shareholders and receipt of certain regulatory approvals, Skye 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”). The Transaction is expected to provide Skye stockholders with an equity interest in a Nasdaq-listed, fibrosis-focused company with a funded Phase 2 program, together with contingent value rights for a percentage of the net proceeds, if any, from monetization of nimacimab within 12 months after the closing, on the terms and subject to the conditions set forth in the accompanying proxy statement. The combined company is expected to be renamed Fibrx Therapeutics, Inc., led by Redx’s current management team and board of directors, and focused on the development of Redx’s fibrosis programs. Redx’s lead program, RXC008, is a gastrointestinal (GI)-restricted pan-Rho-Associated Protein (ROCK) inhibitor for the treatment of fibrostenotic Crohn's disease with an open U.S. IND, FDA Fast Track designation and a planned Phase 2 clinical trial. We are excited about the Transaction and look forward to the opportunities it presents for the combined company. We are sending you this proxy statement to ask you to vote in favor of certain proposals related to the Transaction. Under the Transaction Agreement, following the effective time of the Scheme of Arrangement (the “Effective Time”) and based on an assumed exchange ratio (which is subject to certain adjustments as described below) (the “Exchange Ratio”) of 0.0892, each Scheme Share (as defined in the accompanying proxy statement) shall be transferred from the holders of the Scheme Shares (as defined in the Transaction Agreement, and each, a “Scheme Shareholder”) to Skye in exchange for approximately 0.0892 shares of validly issued, fully paid and non-assessable shares of common stock of Skye, 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 accompanying proxy statement), shares of non-voting common stock of Skye to be established prior to the Effective Time, which shares will be convertible into shares of Common Stock on a one-for-one basis, subject to the provisions set forth in the accompanying proxy statement (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”). Each share of Common Stock issued and outstanding at the time of the Transaction will remain issued and outstanding and, subject to the proposed reverse stock split described in the accompanying proxy statement, will be unaffected by the Transaction. Concurrently with entering into the Transaction Agreement, Redx entered into a subscription agreement pursuant to which, on August 27, 2026, Redx issued series A Preferred shares in the capital of Redx (the “Series A Shares”) for an aggregate purchase price of $36.0 million (the “Series A Financing”), which Series A Shares form part of the Scheme Shares. In addition, concurrently with entering into the Transaction Agreement, Skye entered into a securities purchase agreement (the “PIPE Securities Purchase Agreement”) with certain accredited investors (the “Investors”), pursuant to which, and subject to the terms and conditions therein, Skye agreed to sell, and the Investors agreed to purchase, immediately after the closing of the Transaction (the “Closing”), shares of Common Stock, and, as applicable pursuant to the terms of the PIPE Securities Purchase Agreement, shares of Non-Voting Common Stock, for an aggregate purchase price of $67.9 million, which may increase to up to $72.9 million, subject to certain conditions (the “Concurrent Financing”). The number of shares issuable pursuant to the PIPE Securities Purchase Agreement will be an amount equal to the aggregate purchase price of the Concurrent Financing divided by the implied price per share of one Exchange Share on the Closing Date, as calculated in accordance with the Transaction Agreement. Further, on August 21, 2026, Skye entered into a securities purchase agreement (the “ELOC Securities Purchase Agreement”) with a fund affiliated with Redmile Group, LLC (“Buyer”), pursuant to which, and in accordance with the terms and conditions set forth therein, (i) Skye will be required, subject to the limitations and conditions set forth therein, to sell to Buyer, and Buyer will be obligated to purchase, shares of Common Stock, and, as applicable pursuant to the terms of the ELOC Securities Purchase Agreement, shares of Non-Voting Common Stock (collectively, the “ELOC Shares”), with an aggregate purchase price of up to $22.0 million, which amount shall be reduced by the amount, if any, by which the aggregate gross equity proceeds actually funded to Skye in connection with the closing of the issuance and sale of equity securities by Skye or Redx (including pursuant to the PIPE Securities Purchase Agreement and certain additional equity financings occurring or closing concurrently or in connection therewith, including the Series A Financing) exceeds $103.0 million; provided that, if such amount equals or exceeds $125.0 million, Skye shall not be required to sell, and Buyer shall not be required to purchase, any securities pursuant to the ELOC Securities Purchase Agreement; and (ii) Skye has agreed to issue to Buyer on the date of the Closing (the “Closing Date”) a warrant to purchase up to a number of shares of Common Stock and/or Non-Voting Common Stock equal to $5.0 million divided by the price per share of Common Stock paid by the Investors pursuant to the PIPE Securities Purchase Agreement (the “PIPE Price” and such warrant, the “Warrant”), in accordance with the terms set forth therein (the “ELOC Financing”). The number of ELOC Shares issuable pursuant to the ELOC Securities Purchase Agreement will be an amount equal to the aggregate purchase price of the ELOC Shares divided by the lower of (1) the implied price per share of one Exchange Share on the Closing Date, as calculated in accordance with the Transaction Agreement and (2) the Market Price (as defined in the ELOC Securities Purchase Agreement), determined as of the date of receipt of the applicable purchase notice, provided t