{"filing":{"accession_number":"0001628280-26-056966","cik":"0001516551","ticker":"SKYE","company_name":"Skye Bioscience, Inc.","form":"8-K","filing_date":"2026-08-14","report_date":"2026-08-12","primary_document":"skye-20260812.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1516551/000162828026056966/skye-20260812.htm"},"events":[{"id":27799,"run_id":25371,"accession_number":"0001628280-26-056966","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"summary":"Skye Bioscience has entered into a definitive transaction agreement to acquire the entire issued share capital of Redx Pharma Limited via a scheme of arrangement under U.K. law, resulting in a material change of control. The combined company will operate as Fibrx Therapeutics and trade on Nasdaq, with Redx shareholders owning approximately 46.17% and new investors owning approximately 48.45% of the combined entity post-closing, while Skye shareholders will own only approximately 5.38%. The transaction is accompanied by approximately $125 million in concurrent financings and is expected to close in Q4 2026, subject to shareholder and regulatory approvals.","company_name":"Skye Bioscience, Inc.","ticker":"SKYE","filing_date":"2026-08-14","form":"8-K","submitted_at":null,"items":[{"id":29477,"accession_number":"0001628280-26-056966","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Skye Bioscience has entered into a definitive transaction agreement to acquire the entire issued share capital of Redx Pharma Limited via a scheme of arrangement under U.K. law. This is a material acquisition that will result in a change of control, with Redx shareholders expected to own approximately 46.17% of the combined company post-closing and Redx's management team and board taking control of the combined entity (to be rebranded as Fibrx Therapeutics). The transaction is accompanied by approximately $125 million in concurrent financings and is expected to close in Q4 2026, subject to shareholder and regulatory approvals.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T13:38:01.991377+00:00","company_name":"","ticker":null,"filing_date":""},{"id":29479,"accession_number":"0001628280-26-056966","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Although Item 3.03 formally addresses the reverse stock split, the supplemental exhibit (EX-99.1) reveals the primary material event: Skye Bioscience has entered into a definitive transaction agreement to acquire Redx Pharma via a scheme of arrangement, with the combined company to operate as Fibrx Therapeutics and trade on Nasdaq. The reverse split is a technical mechanism to restore Nasdaq compliance in advance of this transformative M\u0026A transaction. The filing discloses concurrent financings of approximately $125 million, a change of control with Redx shareholders owning ~46% and new investors ~48% of the combined entity, and a complete management transition. This is a material acquisition and change of control event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T13:38:01.991377+00:00","company_name":"","ticker":null,"filing_date":""},{"id":29480,"accession_number":"0001628280-26-056966","item_number":"5.01","item_title":"Changes in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Skye Bioscience has entered into a definitive transaction agreement to acquire Redx Pharma via a scheme of arrangement, resulting in a change of control where the combined company will be led by Redx's management team and rebranded as Fibrx Therapeutics. This is a material acquisition with concurrent $125 million in financing, expected to close in Q4 2026, with pro-forma ownership showing Skye shareholders will own only ~5.38% of the combined entity post-closing.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T13:38:01.991377+00:00","company_name":"","ticker":null,"filing_date":""},{"id":29482,"accession_number":"0001628280-26-056966","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The Item 5.03 incorporates Item 3.03 by reference and the supplemental exhibit discloses a definitive transaction agreement under which Skye will acquire the entire issued share capital of Redx via a scheme of arrangement, with the combined company to operate as Fibrx Therapeutics and trade on Nasdaq. This is a material acquisition and change of control, accompanied by concurrent financings of approximately $125 million. The transaction is expected to close in Q4 2026 subject to customary closing conditions including shareholder approval.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T13:38:01.991377+00:00","company_name":"","ticker":null,"filing_date":""},{"id":29483,"accession_number":"0001628280-26-056966","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses execution of a definitive transaction agreement under which Skye will acquire the entire issued share capital of Redx via a scheme of arrangement, with the combined company to operate as Fibrx Therapeutics and trade on Nasdaq. This is a material acquisition and change of control, accompanied by concurrent financings of approximately $125 million. The transaction is expected to close in Q4 2026 subject to customary closing conditions including shareholder approval.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T13:38:01.991377+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":27800,"run_id":25371,"accession_number":"0001628280-26-056966","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"In connection with the Redx acquisition, Skye is issuing unregistered equity securities comprising approximately $125 million in aggregate gross proceeds from a PIPE Financing (~$68M), Series A Financing (~$36M), and an Equity Line Facility warrant ($5M), issued under Section 3(a)(10) and Section 4(a)(2) exemptions. The concurrent financing will result in new investors owning approximately 48.45% of the combined company post-closing.","company_name":"Skye Bioscience, Inc.","ticker":"SKYE","filing_date":"2026-08-14","form":"8-K","submitted_at":null,"items":[{"id":29478,"accession_number":"0001628280-26-056966","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 discloses unregistered sales of equity securities in connection with the Redx acquisition transaction. The filing explicitly states that securities will be issued without registration under Section 3(a)(10) (Transaction Agreement and CVR Agreement) and Section 4(a)(2) (Concurrent Financing, ELOC, and Warrant). The concurrent financing comprises approximately $125 million in aggregate gross proceeds from a PIPE Financing (~$68M), Series A Financing (~$36M), and an Equity Line Facility warrant ($5M), with pro-forma ownership showing new investors will own ~48.45% of the combined company post-closing. This represents a substantial dilutive equity issuance to fund the combined entity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T13:38:01.991377+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":27801,"run_id":25371,"accession_number":"0001628280-26-056966","anchor_item_number":"5.02","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.75,"summary":"Punit Dhillon (President and CEO) and Tu Diep have entered into separation agreements with defined termination dates (August 31, 2027 and January 31, 2027 respectively) and severance arrangements in connection with the Redx acquisition transaction. Redx's management team will lead the combined company post-closing, signaling a leadership transition away from Skye's current executives.","company_name":"Skye Bioscience, Inc.","ticker":"SKYE","filing_date":"2026-08-14","form":"8-K","submitted_at":null,"items":[{"id":29481,"accession_number":"0001628280-26-056966","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"The Item 5.02 disclosure centers on separation agreements for two executives: Punit Dhillon (President and CEO) and Tu Diep, with defined termination dates (August 31, 2027 and January 31, 2027 respectively) and severance arrangements. While the Item also references compensatory arrangements (severance, health benefits, advisory agreements), the principal disclosed action is the departure of these named officers in connection with the Transaction. The supplemental press release confirms Dhillon's role as current CEO and that Redx's management team will lead the combined company post-closing, signaling a leadership transition away from Skye's current executives.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T13:38:01.991377+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":29477,"accession_number":"0001628280-26-056966","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Skye Bioscience has entered into a definitive transaction agreement to acquire the entire issued share capital of Redx Pharma Limited via a scheme of arrangement under U.K. law. This is a material acquisition that will result in a change of control, with Redx shareholders expected to own approximately 46.17% of the combined company post-closing and Redx's management team and board taking control of the combined entity (to be rebranded as Fibrx Therapeutics). The transaction is accompanied by approximately $125 million in concurrent financings and is expected to close in Q4 2026, subject to shareholder and regulatory approvals.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T13:38:01.991377+00:00","company_name":"Skye Bioscience, Inc.","ticker":"SKYE","filing_date":"2026-08-14"},{"id":29478,"accession_number":"0001628280-26-056966","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 discloses unregistered sales of equity securities in connection with the Redx acquisition transaction. The filing explicitly states that securities will be issued without registration under Section 3(a)(10) (Transaction Agreement and CVR Agreement) and Section 4(a)(2) (Concurrent Financing, ELOC, and Warrant). The concurrent financing comprises approximately $125 million in aggregate gross proceeds from a PIPE Financing (~$68M), Series A Financing (~$36M), and an Equity Line Facility warrant ($5M), with pro-forma ownership showing new investors will own ~48.45% of the combined company post-closing. This represents a substantial dilutive equity issuance to fund the combined entity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T13:38:01.991377+00:00","company_name":"Skye Bioscience, Inc.","ticker":"SKYE","filing_date":"2026-08-14"},{"id":29479,"accession_number":"0001628280-26-056966","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Although Item 3.03 formally addresses the reverse stock split, the supplemental exhibit (EX-99.1) reveals the primary material event: Skye Bioscience has entered into a definitive transaction agreement to acquire Redx Pharma via a scheme of arrangement, with the combined company to operate as Fibrx Therapeutics and trade on Nasdaq. The reverse split is a technical mechanism to restore Nasdaq compliance in advance of this transformative M\u0026A transaction. The filing discloses concurrent financings of approximately $125 million, a change of control with Redx shareholders owning ~46% and new investors ~48% of the combined entity, and a complete management transition. This is a material acquisition and change of control event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T13:38:01.991377+00:00","company_name":"Skye Bioscience, Inc.","ticker":"SKYE","filing_date":"2026-08-14"},{"id":29480,"accession_number":"0001628280-26-056966","item_number":"5.01","item_title":"Changes in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Skye Bioscience has entered into a definitive transaction agreement to acquire Redx Pharma via a scheme of arrangement, resulting in a change of control where the combined company will be led by Redx's management team and rebranded as Fibrx Therapeutics. This is a material acquisition with concurrent $125 million in financing, expected to close in Q4 2026, with pro-forma ownership showing Skye shareholders will own only ~5.38% of the combined entity post-closing.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T13:38:01.991377+00:00","company_name":"Skye Bioscience, Inc.","ticker":"SKYE","filing_date":"2026-08-14"},{"id":29481,"accession_number":"0001628280-26-056966","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"The Item 5.02 disclosure centers on separation agreements for two executives: Punit Dhillon (President and CEO) and Tu Diep, with defined termination dates (August 31, 2027 and January 31, 2027 respectively) and severance arrangements. While the Item also references compensatory arrangements (severance, health benefits, advisory agreements), the principal disclosed action is the departure of these named officers in connection with the Transaction. The supplemental press release confirms Dhillon's role as current CEO and that Redx's management team will lead the combined company post-closing, signaling a leadership transition away from Skye's current executives.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T13:38:01.991377+00:00","company_name":"Skye Bioscience, Inc.","ticker":"SKYE","filing_date":"2026-08-14"},{"id":29482,"accession_number":"0001628280-26-056966","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The Item 5.03 incorporates Item 3.03 by reference and the supplemental exhibit discloses a definitive transaction agreement under which Skye will acquire the entire issued share capital of Redx via a scheme of arrangement, with the combined company to operate as Fibrx Therapeutics and trade on Nasdaq. This is a material acquisition and change of control, accompanied by concurrent financings of approximately $125 million. The transaction is expected to close in Q4 2026 subject to customary closing conditions including shareholder approval.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T13:38:01.991377+00:00","company_name":"Skye Bioscience, Inc.","ticker":"SKYE","filing_date":"2026-08-14"},{"id":29483,"accession_number":"0001628280-26-056966","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses execution of a definitive transaction agreement under which Skye will acquire the entire issued share capital of Redx via a scheme of arrangement, with the combined company to operate as Fibrx Therapeutics and trade on Nasdaq. This is a material acquisition and change of control, accompanied by concurrent financings of approximately $125 million. The transaction is expected to close in Q4 2026 subject to customary closing conditions including shareholder approval.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T13:38:01.991377+00:00","company_name":"Skye Bioscience, Inc.","ticker":"SKYE","filing_date":"2026-08-14"}]}