SKYE BIOSCIENCE, INC.
30.20%
11,273,407
1516551
Aug 13, 2026
Aug 18, 2026, 07:57 PM
Reporting Persons (9)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Andrew J. Schwab | Individual | 30.20% | 11,273,407 | 186,251 | 11,087,156 |
| Kush Parmar | Individual | 25.90% | 9,619,519 | 0 | 9,619,519 |
| 5AM Ventures VII, L.P. | Partnership | 25.90% | 9,619,519 | 0 | 9,619,519 |
| 5AM Partners VII, LLC | Other | 25.90% | 9,619,519 | 0 | 9,619,519 |
| Scott M. Rocklage | Individual | 4.10% | 1,467,637 | 0 | 1,467,637 |
| 5AM Partners II, LLC | Other | 4.10% | 1,467,637 | 0 | 1,467,637 |
| John D. Diekman | Individual | 4.10% | 1,467,637 | 0 | 1,467,637 |
| 5AM Ventures II, L.P. | Partnership | 4.00% | 1,411,974 | 0 | 1,411,974 |
| 5AM Co-Investors II, L.P. | Partnership | 0.20% | 55,663 | 0 | 55,663 |
Disclosure Items (6)
Common Stock, par value $0.001
SKYE BIOSCIENCE, INC.
11250 EL CAMINO REAL, SUITE 100, SAN DIEGO, CA, 92130
This Schedule 13D/A is being filed on behalf of 5AM Ventures VII, L.P. ("Ventures VII"), 5AM Partners VII, LLC ("Partners VII"), 5AM Ventures II, L.P. ("Ventures II"), 5AM Co-Investors II, L.P. ("Co-Investors II"), 5AM Partners II, LLC ("Partners II"), Andrew J. Schwab ("Schwab"), Dr. Kush Parmar ("Parmar"), Dr. John D. Diekman ("Diekman") and Dr. Scott M. Rocklage ("Rocklage"). Ventures VII, Partners VII, Ventures II, Co-Investors II, Partners II, Schwab, Parmar, Diekman and Rocklage are collectively referred to herein as the "Reporting Persons." The agreement among the Reporting Persons to file this Schedule 13D/A jointly in accordance with Rule 13d-1(k) of the Act is attached hereto as Exhibit 99.1.
The address of the principal business office of each of the Reporting Persons is 4 Embarcadero Center, Suite 3110, San Francisco, CA 94111.
The principal business of the Reporting Persons is venture capital investments. Each of Diekman and Rocklage serves as a Managing Member of Partners II, which is the general partner of Ventures II. Parmar serves as a Managing Member of Partners VII, which is the general partner of Ventures VII. Schwab serves as a Managing Member of each of Partners II and Partners VII.
During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial of administrative body of competent jurisdiction or were subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Each of Ventures VII, Partners VII, Ventures II, Co-Investors II and Partners II was organized in the state of Delaware and each of the individuals is a citizen of the United States.
Rows 11 and 13 of each Reporting Person's cover page to this Schedule 13D/A set forth the aggregate number of shares of common stock and percentage of the shares of common stock beneficially owned by such Reporting Person and are incorporated by reference. The percentage set forth in each row 13 is based upon 35,421,413 shares of common stock outstanding as of August 11, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 14, 2026, and giving effect to stock options, to the extent exercisable within 60 days hereof, as referenced herein. The Reporting Persons' beneficial ownership of the Issuer's securities includes (i) 7,914,126 shares of common stock and 1,705,393 shares of common stock issuable upon exercise of warrants directly held by Ventures VII; (ii) 1,411,974 shares of common stock directly held by Ventures II; (iii) 55,663 shares of common stock directly held by Co-Investors II; and (iv) 186,251 shares of common stock issuable upon the exercise of stock options (right to buy) exercisable within 60 days of the date hereof. Partners VII serves as sole general partner of Ventures VII and Schwab and Parmar are managing members of Partners VII. Each of Partners VII, Schwab and Parmar shares voting and dispositive power over the securities held by Ventures VII. Partners II serves as sole general partner of each of Ventures II and Co-Investors II and Schwab, Diekman and Rocklage are managing members of Partners II. Each of Partners II, Schwab, Diekman and Rocklage shares voting and dispositive power over the securities held by Ventures II and Co-Investors II.
See rows 7 through 10 on the cover pages of this Schedule 13D/A for the number of shares of common stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
On August 18, 2026, The Reporting Persons sold the following shares in open market transactions: Weighted Low High Reporting No. Average Price Price Transaction Person Date Shares Price ($) ($) ($) Open Market Sale Ventures VII 08/18/2026 253,080 0.38 0.35 0.41 Open Market Sale Ventures II 08/18/2026 45,090 0.38 0.35 0.41 Open Market Sale Co-Investors II 08/18/2026 1,830 0.38 0.35 0.41 Except as set forth above, none of the Reporting Persons has effected any transactions with respect to the securities of the Issuer during the past sixty days.
No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the securities beneficially owned by any of the Reporting Persons.
Not applicable.
Item 6 of the Statement is hereby amended and supplemented as follows: The information included in Item 4 hereto is hereby incorporated by reference herein. Registration Rights The Issuer has agreed to enter into a registration rights agreement (the "Registration Rights Agreement") with the Investors at the closing of the Concurrent Financing. Pursuant to the Registration Rights Agreement, the Issuer will prepare and file a resale registration statement with the SEC within 45 calendar days following the closing of the Concurrent Financing to register the resale of (x) the shares of Common Stock issued in the Concurrent Financing, (y) the shares of Common Stock issuable upon conversion of any shares of Non-Voting Common Stock issued in the Concurrent Financing and (z) the Exchange Shares issued pursuant to the Transaction Agreement to the Investors. The Issuer will use its reasonable best efforts to cause such registration statement to become effective as promptly as practicable. The Issuer will also agree to, among other things, indemnify the Investors, their members, shareholders, directors, officers, partners, employees, members, managers, agents, representatives and advisors under the registration statement from certain liabilities and pay all fees and expenses (excluding any legal fees of the selling holder(s), and any underwriting discounts and selling commissions) incident to the combined company's obligations under the Registration Rights Agreement. The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Registration Rights Agreement, which is filed as Exhibit 99.5 hereto and incorporated herein by reference.
Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Reporting Persons' Schedule 13D filed with the SEC on December 19, 2024). Exhibit 99.2 Transaction Agreement, by and between Skye Bioscience, Inc. and Redx Pharma Limited, dated as of August 14, 2026 (incorporated by reference to Exhibit 2.1 to the Issuer's Current Report on Form 8-K (File No. 0-55136), filed with the SEC on August 14, 2026). Exhibit 99.3 Form of Securities Purchase Agreement, by and between Skye Bioscience, Inc. and the Investors named therein, dated as of August 14, 2026 (incorporated by reference to Exhibit 10.6 to the Issuer's Current Report on Form 8-K (File No. 0-55136), filed with the SEC on August 14, 2026). Exhibit 99.4 Form of Legacy CVR Agreement (incorporated by reference to Annex C to the Transaction Agreement filed as Exhibit 99.2 hereto). Exhibit 99.5 Form of Registration Rights Agreement (incorporated by reference to Exhibit B to the Form of Securities Purchase Agreement filed as Exhibit 99.3 hereto).