Form 8-K - Current report

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): February 12, 2024

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

N/A

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 8.01 Other Events.

The following unaudited pro forma balance sheet has been prepared to illustrate the impact of a number of events that followed the close of the Company’s third quarter ended September 30, 2023, including (i) the Company’s receipt of proceeds from the private placement of the Company’s common stock on January 31, 2024, (ii) the sale of real-estate on January 19, 2024 and (iii) the increase to the company's authorized shares of capital stock, and the Company’s resulting compliance with the minimum $5 million stockholders’ equity requirement for initial listing on The Nasdaq Capital Market. In that regard, the Company believes that as of the date of this Form 8-K filing, stockholders’ equity exceeds $5 million.

The unaudited pro forma balance sheet is based on the Company’s unaudited balance sheet as of September 30, 2023, as contained in the Company's 10-Q for the quarter then ended, filed with the Securities and Exchange Commission on November 14, 2023, adjusted to reflect the subsequent events after the balance sheet date of September 30, 2023, through the date of filing, as set out in Note 13 of the 10-Q and as described above, as if the events occurred on September 30, 2023.

This unaudited pro forma balance sheet is for informational purposes only, and should be read in conjunction with the more detailed unaudited condensed consolidated financial statements and related notes thereto included in the Company’s Form 10-Q for the quarter ended September 30, 2023.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.						Description
99.1						Unaudited Pro Forma Balance Sheet of the Company as of September 30, 2023
104						Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


SKYE BIOSCIENCE, INC.


Dated: February 12, 2024			/s/ Kaitlyn Arsenault
			Name: Kaitlyn Arsenault
			Title: Chief Financial Officer

Exhibit 99.1

SKYE BIOSCIENCE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	September 30, 2023		Pro Forma Adjustments			As Adjusted September 30, 2023
ASSETS
Current assets
Cash and cash equivalents	$	5,126,245	$	47,356,211	(1)(2)	$	52,482,456
Restricted cash	9,084,799					9,084,799
Prepaid expenses	207,226					207,226
Other current assets	867,919					867,919
Total current assets	15,286,189		47,356,211			62,642,400

Property and equipment, net	55,280					55,280
Operating lease right-of-use asset	254,552					254,552
Other assets	8,309					8,309
Total assets	$	15,604,330	$	47,356,211		$	62,960,541

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	1,631,451				$	1,631,451
Accounts payable - related parties	11,300					11,300
Accrued interest - related party	60,274					60,274
Accrued payroll liabilities	645,830					645,830
Insurance premium loan payable	22,654					22,654
Other current liabilities	921,549					921,549
Estimate for legal contingency	6,212,319					6,212,319
Convertible note - related party, net of discount	4,144,508					4,144,508
Operating lease liability, current portion	68,677					68,677
Total current liabilities	13,718,562		—			13,718,562

Non-current liabilities
Operating lease liability, net of current portion	190,510					190,510
Total liabilities	13,909,072		—			13,909,072

Commitments and contingencies (Note 12)


Stockholders’ equity
Preferred stock, $0.001 par value; 200,000 shares authorized at September 30, 2023; no shares issued and outstanding at September 30, 2023	—					—
Common stock, $0.001 par value; 100,000,000 shares authorized at September 30, 2023; 24,052,574 shares issued and outstanding at September 30, 2023	12,338		11,714		(1)(3)	24,052
Additional paid-in-capital	101,645,539		46,204,925		(1)	147,850,464
Accumulated deficit	(99,962,619)		1,139,572		(2)	(98,823,047)
Total stockholders’ equity	1,695,258		47,356,211			49,051,469
Total liabilities and stockholders’ equity	$	15,604,330	$	47,356,211		$	62,960,541

Notes to the Pro Forma Balance Sheet:

This Pro Forma Balance Sheet reflects the Skye Bioscience, Inc. (SKYE) Balance Sheet as reported in the Company's 10-Q for the quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 14, 2023, adjusted to reflect the subsequent events after the balance sheet date of September 30, 2023 through the date of filing, as set out in Note 13 of the 10-Q as described below:

(1)The sale of 11,713,664 shares of Common Stock and 9,978,739 pre-funded warrants under the Securities Purchase Agreement dated January 29, 2024 providing total gross proceeds of $50 million and net proceeds of approximately $46.2 million net of placement agent fees and offering costs.

(2)To record the gain from the sale of real estate held by Avalite Sciences, Inc.

(3)To reflect the increase in authorized shares, effective November 6, 2023.

Cover Page	Feb. 12, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 12, 2024
Entity Registrant Name	SKYE BIOSCIENCE, INC.
Entity Incorporation, State or Country Code	NV
Entity File Number	000-55136
Entity Tax Identification Number	45-0692882
Entity Address, Address Line One	11250 El Camino Real
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92130
City Area Code	858
Local Phone Number	410-0266
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001516551