UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Skye Bioscience, Inc.
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of
Securities)
83086J101
(CUSIP Number)
Rebecca Lucia
5AM Venture Management, LLC
501 2nd Street, Suite 350
San Francisco, CA 94107
(415) 993-8565
(Name, Address
and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 18, 2023
(Date of Event Which
Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include
a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 83086J101 |
1. |
Names of Reporting Persons
5AM Ventures VII, L.P. |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) ¨ (1) |
3. |
SEC Use Only |
4. |
Source of Funds (See Instructions)
WC |
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 |
8. |
Shared Voting Power
1,110,709,567 shares (2) |
9. |
Sole Dispositive Power
0 |
10. |
Shared Dispositive Power
1,110,709,567 shares (2) |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,110,709,567 shares (2) |
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
13. |
Percent of Class Represented by Amount in Row (11)
31.7% (3) |
14. |
Type of Reporting Person (See Instructions)
PN |
|
|
|
|
(1) | This Schedule 13D is filed by 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” and, with Ventures VII, Partners
VII, Ventures II, Co-Investors II, Partners II, Schwab, Parmar and Diekman collectively, the “Reporting Persons”). The Reporting
Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
(2) | Consists of (i) 684,361,447 shares of Common Stock held by Ventures VII and (ii) 426,348,120
shares of Common Stock issuable upon exercise of warrants held by Ventures VII that are currently exercisable. Partners VII serves as
sole general partner of Ventures VII. 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. |
(3) | This percentage is calculated based upon the sum of (i) an approximate 3.08 billion shares of Common
Stock outstanding as of August 18, 2023, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on August 21, 2023 and (ii) 426,348,120 shares of Common Stock issuable upon exercise of warrants held
by Ventures VII. |
CUSIP No. 83086J101 |
1. |
Names of Reporting Persons
5AM Partners VII, LLC |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) ¨ (1) |
3. |
SEC Use Only |
4. |
Source of Funds (See Instructions)
AF |
5. |
Check if Disclosure
of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 |
8. |
Shared Voting Power
1,110,709,567 shares (2) |
9. |
Sole Dispositive Power
0 |
10. |
Shared Dispositive Power
1,110,709,567 shares (2) |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,110,709,567 shares (2) |
12. |
Check if the
Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
13. |
Percent of Class Represented by Amount in Row (11)
31.7% (3) |
14. |
Type of Reporting Person (See Instructions)
OO |
|
|
|
|
(1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as
a “group” for purposes of this Schedule 13D. |
(2) | Consists of (i) 684,361,447 shares of Common Stock held by Ventures VII; and (ii) 426,348,120
shares of Common Stock issuable upon exercise of warrants held by Ventures VII that are currently exercisable. Partners VII serves as
sole general partner of Ventures VII and shares voting and dispositive power over the securities held by Ventures VII. |
(3) | This percentage is calculated based upon the sum of (i) an approximate 3.08 billion shares of Common
Stock outstanding as of August 18, 2023, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on August 21, 2023 and (ii) 426,348,120 shares of Common Stock issuable upon exercise of warrants held
by Ventures VII. |
CUSIP No. 83086J101 |
1. |
Names of Reporting Persons
5AM Ventures II, L.P. |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) ¨ (1) |
3. |
SEC Use Only |
4. |
Source of Funds (See Instructions)
WC |
5. |
Check if Disclosure
of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 |
8. |
Shared Voting Power
429,546,911 shares (2) |
9. |
Sole Dispositive Power
0 |
10. |
Shared Dispositive Power
429,546,911 shares (2) |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
429,546,911 shares (2) |
12. |
Check if the
Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
13. |
Percent of Class Represented by Amount in Row (11)
13.9% (3) |
14. |
Type of Reporting Person (See Instructions)
PN |
|
|
|
|
(1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as
a “group” for purposes of this Schedule 13D. |
(2) | The shares are directly held by Ventures II. Partners II serves as sole general partner of Ventures II.
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. |
(3) | This percentage is calculated based upon an approximate 3.08 billion shares of Common Stock outstanding
as of August 18, 2023, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission
on August 21, 2023. |
CUSIP No. 83086J101 |
1. |
Names of Reporting Persons
5AM Co-Investors II, L.P. |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) ¨ (1) |
3. |
SEC Use Only |
4. |
Source of Funds (See Instructions)
WC |
5. |
Check if Disclosure
of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 |
8. |
Shared Voting Power
16,948,799 shares (2) |
9. |
Sole Dispositive Power
0 |
10. |
Shared Dispositive Power
16,948,799 shares (2) |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
16,948,799 shares (2) |
12. |
Check if the
Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
13. |
Percent of Class Represented by Amount in Row (11)
0.6% (3) |
14. |
Type of Reporting Person (See Instructions)
PN |
|
|
|
|
(1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as
a “group” for purposes of this Schedule 13D. |
(2) | The shares are directly held by Co-Investors II. Partners II serves as sole general partner of Co-Investors
II. Schwab, Diekman and Rocklage and are managing members of Partners II. Each of Partners II, Schwab, Diekman and Rocklage shares voting
and dispositive power over the securities held by Co-Investors II. |
(3) | This percentage is calculated based upon an approximate 3.08 billion shares of Common Stock outstanding
as of August 18, 2023, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission
on August 21, 2023. |
CUSIP No. 83086J101 |
1. |
Names of Reporting Persons
5AM Partners II, LLC |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) ¨ (1) |
3. |
SEC Use Only |
4. |
Source of Funds (See Instructions)
AF |
5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 |
8. |
Shared Voting Power
446,495,710 shares (2) |
9. |
Sole Dispositive Power
0 |
10. |
Shared Dispositive Power
446,495,710 shares (2) |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
446,495,710 shares (2) |
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
13. |
Percent of Class Represented by Amount in Row (11)
14.5% (3) |
14. |
Type of Reporting Person (See Instructions)
OO |
|
|
|
|
(1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as
a “group” for purposes of this Schedule 13D. |
(2) | Consists of (i) 429,546,911 shares of Common Stock held by Ventures II and (ii) 16,948,799 shares
of Common Stock held by Co-Investors II. Partners II serves as sole general partner of each of Ventures II and Co-Investors II and shares
voting and dispositive power over the securities held by Ventures II and Co-Investors II. |
(3) | This percentage is calculated based upon an approximate 3.08 billion shares of Common Stock outstanding
as of August 18, 2023, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission
on August 21, 2023. |
CUSIP No. 83086J101 |
1. |
Names of Reporting Persons
Andrew J. Schwab |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) ¨ (1) |
3. |
SEC Use Only |
4. |
Source of Funds (See Instructions)
AF |
5. |
Check if Disclosure
of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
Citizenship or Place of Organization
United States |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 |
8. |
Shared Voting Power
1,557,205,277 shares (2) |
9. |
Sole Dispositive Power
0 |
10. |
Shared Dispositive Power
1,557,205,277 shares (2) |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,557,205,277 shares (2) |
12. |
Check if the
Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
13. |
Percent of Class Represented by Amount in Row (11)
44.4% (3) |
14. |
Type of Reporting Person (See Instructions)
IN |
|
|
|
|
(1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as
a “group” for purposes of this Schedule 13D. |
(2) | Consists of (i) 684,361,447 shares of Common Stock held by Ventures VII; (ii) 426,348,120 shares
of Common Stock issuable upon exercise of warrants held by Ventures VII that are currently exercisable; (iii) 429,546,911 shares
of Common Stock held by Ventures II; and (iv) 16,948,799 shares of Common Stock held by Co-Investors II. Partners VII serves as sole
general partner of Ventures VII. Partners II serves as sole general partner of each of Ventures II and Co-Investors II. Schwab is a managing
member of each of Partners VII and Partners II and shares voting and dispositive power over the securities held by Partners VII, Ventures
II and Co-Investors II. |
(3) | This percentage is calculated based upon the sum of (i) an approximate 3.08 billion shares of Common
Stock outstanding as of August 18, 2023, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on August 21, 2023 and (ii) 426,348,120 shares of Common Stock issuable upon exercise of warrants held
by Ventures VII. |
CUSIP No. 83086J101 |
1. |
Names of Reporting Persons
Kush Parmar |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) ¨ (1) |
3. |
SEC Use Only |
4. |
Source of Funds (See Instructions)
AF |
5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
Citizenship or Place of Organization
United States |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 |
8. |
Shared Voting Power
1,110,709,567 shares (2) |
9. |
Sole Dispositive Power
0 |
10. |
Shared Dispositive Power
1,110,709,567 shares (2) |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,110,709,567 shares (2) |
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
13. |
Percent of Class Represented by Amount in Row (11)
31.7% (3) |
14. |
Type of Reporting Person (See Instructions)
IN |
|
|
|
|
(1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as
a “group” for purposes of this Schedule 13D. |
(2) | Consists of (i) 684,361,447 shares of Common Stock held by Ventures VII; and (ii) 426,348,120
shares of Common Stock issuable upon exercise of warrants held by Ventures VII that are currently exercisable. Partners VII serves as
sole general partner of Ventures VII. Parmar is a managing member of Partners VII and shares voting and dispositive power over the securities
held by Ventures VII. |
(3) | This percentage is calculated based upon the sum of (i) an approximate 3.08 billion shares of Common
Stock outstanding as of August 18, 2023, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on August 21, 2023 and (ii) 426,348,120 shares of Common Stock issuable upon exercise of warrants held
by Ventures VII. |
CUSIP No. 83086J101 |
1. |
Names of Reporting Persons
John D. Diekman |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) ¨ (1) |
3. |
SEC Use Only |
4. |
Source of Funds (See Instructions)
AF |
5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
Citizenship or Place of Organization
United States |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 |
8. |
Shared Voting Power
446,495,710 shares (2) |
9. |
Sole Dispositive Power
0 |
10. |
Shared Dispositive Power
446,495,710 shares (2) |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
446,495,710 shares (2) |
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
13. |
Percent of Class Represented by Amount in Row (11)
14.5% (3) |
14. |
Type of Reporting Person (See Instructions)
IN |
|
|
|
|
(1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as
a “group” for purposes of this Schedule 13D. |
(2) | Consists of (i) 429,546,911 shares of Common Stock held by Ventures II and (ii) 16,948,799 shares
of Common Stock held by Co-Investors II. Partners II serves as sole general partner of each of Ventures II and Co-Investors II. Diekman,
is a managing member of Partners II and shares voting and dispositive power over the securities held by Ventures II and Co-Investors II. |
(3) | This percentage is calculated based upon an approximate 3.08 billion shares of Common Stock outstanding
as of August 18, 2023, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission
on August 21, 2023. |
CUSIP No. 83086J101 |
1. |
Names of Reporting Persons
Scott M. Rocklage |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) ¨ (1) |
3. |
SEC Use Only |
4. |
Source of Funds (See Instructions)
AF |
5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
Citizenship or Place of Organization
United States |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 |
8. |
Shared Voting Power
446,495,710 shares (2) |
9. |
Sole Dispositive Power
0 |
10. |
Shared Dispositive Power
446,495,710 shares (2) |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
446,495,710 shares (2) |
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
13. |
Percent of Class Represented by Amount in Row (11)
14.5% (3) |
14. |
Type of Reporting Person (See Instructions)
IN |
|
|
|
|
(1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as
a “group” for purposes of this Schedule 13D. |
(2) | Consists of (i) 429,546,911 shares of Common Stock held by Ventures II and (ii) 16,948,799 shares
of Common Stock held by Co-Investors II. Partners II serves as sole general partner of each of Ventures II and Co-Investors II. Rocklage
is a managing member of Partners II and shares voting and dispositive power over the securities held by Ventures II and Co-Investors II. |
(3) | This percentage is calculated based upon an approximate 3.08 billion shares of Common Stock outstanding
as of August 18, 2023, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission
on August 21, 2023. |
Item 1. | Security and Issuer |
The class of equity security to which this statement
on Schedule 13D relates is the Common Stock, par value $0.001 (“Common Stock”) of Skye Bioscience, Inc., a Nevada corporation
(the “Issuer”). The address of the principal executive offices of the Issuer is 11250 El Camino Real, Suite 100, San
Diego, CA 92130. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
Item 2. | Identity and Background |
(a) | This Schedule 13D is filed by 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” and, with Ventures VII, Partners
VII, Ventures II, Co-Investors II, Partners II, Schwab, Parmar and Diekman collectively, the “Reporting Persons”). The Reporting
Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
(b) | The principal business office of the Reporting Persons is 501 2nd Street, Suite 350, San Francisco,
CA 94107. |
(c) | 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. |
(d) | During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors). |
(e) | 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. |
(f) | 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. |
Item 3. | Source and Amount of Funds or Other Consideration |
Between December 23, 2008 and October 19,
2016, Ventures II and Co-Investors II purchased an aggregate of 14,417,984 and 568,896 shares of Bird Rock’s preferred common stock
at aggregate purchase prices of $16,305,757 and $643,383, respectively.
On August 15, 2023, the Issuer and Bird Rock
Bio, Inc. (“Bird Rock”) entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”).
Pursuant to the terms of the Merger Agreement, on August 18, 2023, a wholly-owned subsidiary of the Issuer merged with and into Bird
Rock, with Bird Rock surviving the Merger as a wholly-owned subsidiary of the Issuer (the “Merger”).
At the effective time of the Merger, each outstanding
share of Bird Rock’s preferred stock converted into shares of the Issuer’s Common Stock based on an exchange ratio determined
in accordance with the Merger Agreement.
In connection with the Merger Agreement, on August 15,
2023, Ventures VII and other unrelated investors entered into a Securities Purchase Agreement with the Issuer (the "Purchase Agreement"),
pursuant to which Ventures VII purchased an aggregate of 852,696,240 shares of Common Stock (of which Ventures II and Co-Investors II
were allocated 161,944,872 shares and 6,389,921 shares, respectively) for the total purchase price of $8.8 million and received warrants
to purchase 426,348,120 shares of Common Stock for no additional consideration (the “PIPE Transaction”). The PIPE Transaction
closed concurrently with the Merger on August 18, 2023.
Following the closing of the Merger and the PIPE
Transaction, Ventures VII, Ventures II and Co-Investors II directly own 684,361,447, 429,546,911 and 16,948,799 shares of Common Stock,
respectively, and Ventures VII directly owns Warrants to purchase 426,348,120 shares of Common Stock.
The source of the funds for the purchases by each
of Ventures VII, Ventures II and Co-Investors II described above was from capital contributions made by each of their general and limited
partners.
Item 4. | Purpose of Transaction |
The Reporting Persons purchased the aforementioned
securities for investment purposes with the aim of increasing the value of their investments and the Issuer. Subject to applicable legal
requirements, one or more of the Reporting Persons may purchase additional securities of the Issuer from time to time in open market or
private transactions, depending on its evaluation of the Issuer’s business, prospects and financial condition, the market for the
Issuer’s securities, other developments concerning the Issuer, the reaction of the Issuer to the Reporting Persons’ ownership
of the Issuer’s securities, other opportunities available to the Reporting Persons, and general economic, money market and stock
market conditions. In addition, depending upon the factors referred to above, the Reporting Persons may dispose of all or a portion of
their securities of the Issuer at any time (including by means of programs adopted pursuant to Rule 10b5-1 under the Securities Exchange
Act of 1934 (the “Act”)). Each of the Reporting Persons reserve the right to increase or decrease its holdings on such terms
and at such times as each may decide.
Except as set forth in this Item 4 and Item 6
below, none of the Reporting Persons have a present plan or proposal that relates to or would result in any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D of the Act. However, each of the Reporting Persons reserves the right to propose
or participate in future transactions which may result in one or more of such actions, including but not limited to, an extraordinary
corporate transaction, such as a merger, reorganization or liquidation, sale of a material amount of assets of the Issuer or its subsidiaries,
or other transactions which might have the effect of causing the Common Stock to become eligible for termination of registration under
Section 12(g) of the Act. The Reporting Persons also retain the right to change their investment intent at any time, to acquire
additional shares of Common Stock or other securities of the Issuer from time to time, or to sell or otherwise dispose of all or part
of the Common Stock beneficially owned by them (or any shares of Common Stock into which such securities are converted) in any manner
permitted by law. The Reporting Persons may engage from time to time in ordinary course transactions with financial institutions with
respect to the securities described herein.
Andrew J. Schwab, a Managing Member of each of
Partners VII and Partners II, joined the board of directors of the Issuer concurrently with the closing of the Merger and PIPE Transaction.
As a director of the Issuer, Schwab may have influence over the corporate activities of the Issuer, including activities which may relate
to the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. | Interest in Securities of the Issuer |
(a) – (b). |
The following information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule
13D is provided as of August 28, 2023: |
Reporting Persons | |
Shares Held
Directly | | |
Sole
Voting
Power | | |
Shared
Voting
Power | | |
Sole
Dispositive
Power | | |
Shared
Dispositive
Power | | |
Beneficial
Ownership | | |
Percentage
of Class (4) | |
Ventures VII (1) | |
| 1,110,709,567 | | |
| 0 | | |
| 1,110,709,567 | | |
| 0 | | |
| 1,110,709,567 | | |
| 1,110,709,567 | | |
| 31.7 | % |
Partners VII (1) | |
| 0 | | |
| 0 | | |
| 1,110,709,567 | | |
| 0 | | |
| 1,110,709,567 | | |
| 1,110,709,567 | | |
| 31.7 | % |
Ventures II (2) | |
| 429,546,911 | | |
| 0 | | |
| 429,546,911 | | |
| 0 | | |
| 429,546,911 | | |
| 429,546,911 | | |
| 13.9 | % |
Co-Investors II (3) | |
| 16,948,799 | | |
| 0 | | |
| 16,948,799 | | |
| 0 | | |
| 16,948,799 | | |
| 16,948,799 | | |
| 0.6 | % |
Partners II (2)(3) | |
| 0 | | |
| 0 | | |
| 446,495,710 | | |
| 0 | | |
| 446,495,710 | | |
| 446,495,710 | | |
| 14.5 | % |
Schwab (1)(2)(3) | |
| 0 | | |
| 0 | | |
| 1,557,205,277 | | |
| 0 | | |
| 1,557,205,277 | | |
| 1,557,205,277 | | |
| 44.4 | % |
Parmar (1) | |
| 0 | | |
| 0 | | |
| 1,110,709,567 | | |
| 0 | | |
| 1,110,709,567 | | |
| 1,110,709,567 | | |
| 31.7 | % |
Diekman (2)(3) | |
| 0 | | |
| 0 | | |
| 446,495,710 | | |
| 0 | | |
| 446,495,710 | | |
| 446,495,710 | | |
| 14.5 | % |
Rocklage (2)(3) | |
| 0 | | |
| 0 | | |
| 446,495,710 | | |
| 0 | | |
| 446,495,710 | | |
| 446,495,710 | | |
| 14.5 | % |
| (1) | Includes (i) 684,361,447 shares of Common Stock held by Ventures VII and (ii) 426,348,120 shares
of Common Stock issuable upon exercise of warrants held by Ventures VII that are currently exercisable. Partners VII serves as sole general
partner of Ventures VII. 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. |
| (2) | Includes 429,546,911 shares of Common Stock held by Ventures II. Partners II serves as sole general partner
of Ventures II. 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. |
| (3) | Includes 16,948,799 shares of Common Stock held by Co-Investors II. Partners II serves as sole general
partner of Co-Investors II. 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 Co-Investors II. |
| (4) | This percentage is calculated based upon the sum of (i) an approximate
3.08 billion shares of Common Stock outstanding as of August 18, 2023, as reported in the Issuer’s
Current Report on Form 8-K filed with the Securities and Exchange Commission on August 21, 2023 and (ii) as applicable,
Common Stock issuable upon exercise of warrants held by Ventures VII. |
(c) | Except as set forth herein, none of the Reporting Persons has effected any transactions in shares of the
Issuer’s Common Stock during the last 60 days. |
(d) | 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 shares of Common Stock beneficially owned by any of the Reporting Persons. |
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Registration Rights Agreement
On August 15, 2023, in connection with the
execution of the Merger Agreement and the Purchase Agreement, the Issuer entered into a Registration Rights Agreement (the “Registration
Rights Agreement”) with certain investors (collectively the “Holders”), including Ventures VII, Ventures II and Co-Investors
II, pursuant to which the Issuer has agreed, subject to the terms and conditions of the agreement, to file a registration statement under
the Securities Act of 1933 promptly and, in any event, within 180 days from the of the Registration Rights Agreement to register the resale
of the shares of Common Stock beneficially owned by the Holders, including all shares of Common Stock held by Ventures VII, Ventures II
and Co-Investors II, as well as the shares issuable upon exercise of the Warrants (as defined below) held by Ventures II . The Registration
Rights Agreement also includes customary provisions, including with respect to the payment of fees and expenses associated with the registration,
as well as indemnification provisions.
The foregoing description is qualified in its
entirety by the full text and form of the Registration Rights Agreement, a copy of which is filed herewith as Exhibit B and incorporated
herein by reference.
Common Stock Purchase Warrants
The common stock purchase warrants (the “Warrants”)
held by Ventures VII are exercisable at any time during the period beginning on August 18, 2023 and ending on August 18, 2033.
The exercise price per share of Common Stock under these Warrants is $0.02064041, subject to adjustment as described in the Form of
Common Stock Purchase Warrant.
The foregoing description is qualified in its
entirety by the full text and form of Warrant, a copy of which is filed herewith as Exhibit C and incorporated herein by reference.
Lock-Up Agreements
Concurrently and in connection with the execution
of the Merger Agreement and the Purchase Agreement, certain former stockholders of Bird Rock, certain officers, directors and stockholders
of the Issuer immediately prior to the Merger, the investors in the PIPE Transaction (including Ventures VII, Ventures II and Co-Investors
II) and an unaffiliated provider of convertible debt to the Issuer entered into separate lock-up agreements with the Issuer, pursuant
to which each such party is restricted from selling or transferring any shares of Common Stock held by each such person as of the closing
of the Merger and the PIPE Transaction for a period of one year following the closing of the Merger and the PIPE Transaction (the “Lock-Up
Agreements”).
The foregoing description is qualified in its
entirety by the full text and form of the Lock-Up Agreement, a copy of which is filed herewith as Exhibit D and incorporated herein
by reference.
Non-Employee Director Compensation
Schwab, in his capacity as a non-employee director
of the Issuer, may be entitled to receive, from time to time, stock options or other awards of equity-based compensation pursuant to the
Issuer’s compensation arrangements for non-employee directors.
Item 7. | Material to be Filed as Exhibits |
Signature
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: August 28, 2023
5AM Ventures VII, L.P. |
|
5AM Partners VII, LLC |
|
|
|
|
|
By: |
5AM Partners VII, LLC |
|
By: |
/s/ Andrew J. Schwab |
its |
General Partner |
|
|
Name: Andrew J. Schwab |
|
|
|
|
Title: Managing Member |
By: |
/s/ Andrew J. Schwab |
|
|
|
|
Name: Andrew J. Schwab |
|
|
|
|
Title: Managing Member |
|
|
|
|
|
|
|
|
5AM Ventures II, L.P. |
|
5AM Partners II, LLC |
|
|
|
|
|
By: |
5AM Partners II, LLC |
|
By: |
/s/ Andrew J. Schwab |
its |
General Partner |
|
|
Name: Andrew J. Schwab |
|
|
|
|
Title: Managing Member |
By: |
/s/ Andrew J. Schwab |
|
|
|
|
Name: Andrew J. Schwab |
|
|
|
|
Title: Managing Member |
|
|
|
|
|
|
|
|
5AM Co-Investors II, L.P. |
|
|
|
|
|
|
|
|
By: |
5AM Partners II, LLC |
|
|
|
its |
General Partner |
|
|
|
|
|
|
|
|
By: |
/s/ Andrew J. Schwab |
|
|
|
|
Name: Andrew J. Schwab |
|
|
|
|
Title: Managing Member |
|
|
|
|
|
|
|
|
/s/ Andrew J. Schwab |
|
|
|
Andrew J. Schwab |
|
|
|
|
|
|
|
|
/s/ Dr. Kush Parmar |
|
|
|
Dr. Kush Parmar |
|
|
|
|
|
|
|
|
/s/ Dr. John D. Diekman |
|
|
|
Dr. John D. Diekman |
|
|
|
|
|
|
|
|
/s/ Dr. Scott M. Rocklage |
|
|
|
Dr. Scott M. Rocklage |
|
|
|
|
ATTENTION |
|
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
Exhibit(s):
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that a single Schedule
13D (or any amendment thereto) relating to the Common Stock of Skye Bioscience, Inc. shall be filed on behalf of each of the undersigned
and that this Agreement shall be filed as an exhibit to such Schedule 13D.
Dated: August 28, 2023
5AM Ventures
VII, L.P. |
|
5AM Partners
VII, LLC |
|
|
|
By: |
5AM Partners VII,
LLC |
|
By: |
/s/ Andrew J. Schwab |
its |
General Partner |
|
|
Name: Andrew J. Schwab |
|
|
|
Title: Managing Member |
By: |
/s/ Andrew J. Schwab |
|
|
|
Name: Andrew J. Schwab |
|
|
|
Title: Managing Member |
|
|
|
|
|
5AM Ventures
II, L.P. |
|
5AM Partners
II, LLC |
|
|
|
By: |
5AM Partners II, LLC |
|
By: |
/s/ Andrew J. Schwab |
its |
General Partner |
|
|
Name: Andrew J. Schwab |
|
|
|
Title: Managing Member |
By: |
/s/ Andrew J. Schwab |
|
|
|
Name: Andrew J. Schwab |
|
|
|
Title: Managing Member |
|
|
|
|
|
5AM Co-Investors
II, L.P. |
|
|
|
|
|
By: |
5AM Partners II, LLC |
|
|
its |
General Partner |
|
|
|
|
|
By: |
/s/ Andrew J. Schwab |
|
|
|
Name: Andrew J. Schwab |
|
|
|
Title: Managing Member |
|
|
|
|
|
/s/ Andrew J. Schwab |
|
|
Andrew J. Schwab |
|
|
|
|
|
/s/ Dr. Kush
Parmar |
|
|
Dr. Kush Parmar |
|
|
|
|
|
/s/ Dr. John
D. Diekman |
|
|
Dr. John D.
Diekman |
|
|
|
|
|
/s/ Dr. Scott
M. Rocklage |
|
|
Dr. Scott
M. Rocklage |
|
|
Exhibit D
FORM OF LOCK-UP AGREEMENT
August 15, 2023
Skye Bioscience, Inc.
11250 El Camino Real
San Diego, CA 92130
Attention: Punit Dhillon
Email: pd@skyebioscience.com
Re: Lock-Up Agreement
Ladies and Gentlemen:
This
letter agreement (this “Letter Agreement”) is being delivered to Skye Bioscience, Inc., a Nevada corporation
(the “Company”), in accordance with the [Securities Purchase Agreement (the “Purchase Agreement”), dated
as of August 15, 2023, by and among the Company and the investors party thereto][Agreement and Plan of Merger and Reorganization
(the “Merger Agreement”), dated as of August 15, 2023, by and among the Company, Aquila Merger Sub Inc, a Delaware
corporation, and Bird Rock Bio, Inc., a Delaware Corporation]. Capitalized terms used but not otherwise defined in this Letter Agreement
shall have the meanings ascribed thereto in the [Purchase Agreement][Merger Agreement].
In
order to induce the Company to enter into the transactions contemplated in the [Purchase Agreement][Merger Agreement] (collectively, the
“Transactions”) and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the undersigned (the “Securityholder”) hereby agrees with the Company as follows.
Subject
to the exceptions set forth herein, during the applicable Lock-Up Period (as defined below) the Securityholder agrees not to, without
the prior written consent of the board of directors of the Company, (i) sell, offer to sell, contract or agree to sell, hypothecate,
pledge, grant any option, right or warrant to purchase or otherwise transfer or dispose of, or agree to transfer or dispose of, directly
or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning
of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and
regulations of the Securities and Exchange Commission promulgated thereunder, any [(a) shares of common stock, par value $0.001 per
share, of the Company (the “Common Stock”) received by the Securityholder in connection with the Transactions on the
closing date of the Transactions (the “Closing Date”) and (b) shares of Common Stock received upon the conversion,
exercise or exchange of any options, warrants or other securities held by the Securityholder as of the Closing Date (collectively, the
“Securities”), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any
of the economic consequences of ownership of any of such Securities, whether any such transaction is to be settled by delivery of such
Securities, in cash or otherwise or (iii) publicly announce any intention to effect any transaction specified in clause (i) or
(ii) (the actions specified in clauses (i)-(iii), collectively, a “Transfer”). The foregoing limitations shall
remain in full force and effect until the first anniversary of the Closing Date (the “Lock-Up Period”).
The restrictions set forth
in the immediately preceding paragraph shall not apply to:
| (i) | in the case of an entity, Transfers to (A) such entity’s officers or directors or any affiliate
(as defined below) or immediate family (as defined below) of any of such entity’s officers or directors, (B) any shareholder,
partner or member of such entity or their affiliates, (C) any affiliate of such entity or to any investment fund or other entity
controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including,
for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any
other funds managed by such partnership), (D) any employees of such entity or of its affiliates or (E) as part of a distribution
to limited partners, limited liability company members or stockholders of the undersigned or holders of similar equity interests in the
undersigned; |
| (ii) | in the case of an individual, Transfers by a bona fide gift or gifts, including, without limitation,
to a charitable organization or educational institution, or for bona fide estate planning purposes; |
| (iii) | in the case of an individual, Transfers by virtue of laws of descent, will, testamentary document or intestate
succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned individual upon death
of such individual; |
| (iv) | in the case of an individual,
Transfers by operation of law or pursuant to a court order, such as a qualified domestic relations order, divorce settlement, divorce
decree or separation agreement; |
| (v) | in the case of an individual,
Transfers to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family of the undersigned
are the legal and beneficial owner of all of the outstanding equity securities or similar interests; |
| (vi) | in the case of an entity that is a trust, to a trustor or beneficiary of the trust or to the estate of
a beneficiary of such trust; |
| (vii) | in the case of an entity, Transfers
by virtue of the laws of the state or jurisdiction of the entity’s organization and the entity’s organizational documents
upon dissolution of the entity; |
| (viii) | pledges of any Securities to a financial institution that create a mere security interest in such Securities
pursuant to a bona fide loan or indebtedness transaction so long as the Securityholder continues to control the exercise of the voting
rights of such pledged Securities as well as any foreclosures on such pledged Securities; |
| (ix) | the establishment of a trading plan that meets the requirements of Rule 10b5-1(c) under the
Exchange Act (a “Trading Plan”); provided, however, that no sales of Securities, shall be made by Securityholder
pursuant to such Trading Plan during the applicable Lock-Up Period and, except as required by applicable rules of the Securities
and Exchange Commission, no public announcement or filing is voluntarily made regarding such plan during the applicable Lock-Up Period;
and |
| (x) | transactions in the event of completion of a liquidation, merger, consolidation, stock exchange, reorganization,
tender offer or other similar transaction which results in all of the Company’s securityholders having the right to exchange their
shares of Common Stock for cash, securities or other property; |
provided,
however, that in the case of clauses (i) through (viii), these permitted transferees must enter into a written agreement,
in substantially the form of this Letter Agreement (it being understood that any references to “immediate family” in the agreement
executed by such transferee shall expressly refer only to the immediate family of the Securityholder and not to the immediate family of
the transferee), agreeing to be bound by these Transfer restrictions. For purposes of this paragraph, “immediate family” shall
mean a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, life partner or similar statutorily-recognized domestic
partner, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the Securityholder (in
each case, including adoptive relationships); and “affiliate” shall have the meaning set forth in Rule 405 under the
Securities Act of 1933, as amended.
In furtherance of the foregoing,
the Company, and any duly appointed transfer agent for the Common Stock, are hereby authorized to decline to make any transfer of securities
if such Transfer would constitute a violation or breach of this Letter Agreement.
For the avoidance of doubt,
the Securityholder shall retain all of its rights as a shareholder of the Company during the Lock-Up Period, including the right to vote
any Securities.
The Securityholder hereby
represents and warrants that such Securityholder has full power and authority to enter into this Letter Agreement and that this Letter
Agreement constitutes the legal, valid and binding obligation of the Securityholder, enforceable in accordance with its terms. Upon request,
the Securityholder will execute any additional documents necessary in connection with enforcement hereof.
This
Letter Agreement constitutes the entire agreement and understanding between the parties hereto relating to the subject matter hereof
and the transactions contemplated hereby and supersedes any other agreements and understandings, whether written or oral, that may have
been made or entered into by or between the parties hereto relating to the subject matter hereof or the transactions contemplated hereby.
This Letter Agreement may not be changed, amended, modified or waived (other than to correct a typographical error or error immaterial
to the Company) as to any particular provision.
No party hereto shall assign
this Letter Agreement or any part hereof without the prior written consent of the other party hereto; provided, that no such assignment
shall relieve the assigning party of its, his or her obligations hereunder. Subject to the foregoing, this Letter Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Any attempted assignment in
violation of the terms of this paragraph shall be null and void, ab initio.
This Letter Agreement shall
be governed by, and construed in accordance with, the internal substantive laws of the State of Delaware applicable to contracts entered
into and to be performed solely within such state, without giving effect to principles or rules of conflict of laws to the extent
such principles or rules would require or permit the application of laws of another jurisdiction. Any suit, action or proceeding
seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Letter Agreement shall be brought
against any of the parties in the courts of the State of California located in San Diego County or the United States District Court for
the Southern District of California and each of the parties hereby consents to the exclusive jurisdiction of such courts (and of the appropriate
appellate courts) in any such suit, action or proceeding and waives any objection to venue laid therein. Process in any such suit, action
or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such courts.
The Securityholder acknowledges
that its obligations under this Letter Agreement are unique, recognizes and affirms that in the event of a breach of this Letter Agreement
by it, money damages will be inadequate and the Company will have no adequate remedy at law, and agrees that irreparable damage would
occur in the event that any of the provisions of this Letter Agreement were not performed by it in accordance with their specific terms
or were otherwise breached. Accordingly, the Company shall be entitled to an injunction or restraining order to prevent breaches of this
Letter Agreement by the Securityholder and to enforce specifically the terms and provisions hereof, without the requirement to post any
bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which
the Company may be entitled under this Letter Agreement, at law or in equity.
In the event that any holder
of Securities or other shares of Common Stock that are subject to a substantially similar agreement entered into by such holder, other
than the undersigned Securityholder, is permitted by the Company to sell or otherwise transfer or dispose of Securities or other shares
of Common Stock for value other than as permitted by this Letter Agreement or a substantially similar agreement entered into by such holder
(a “Triggering Release” and the holder that is the subject of such Triggering Release, the “Triggering Release
Party”), (a) the Company shall notify the Securityholder within 24 hours of providing the Triggering Release and (b) the
same pro rata percentage of the Securities held by the undersigned (including, for clarity, shares of Common Stock issuable upon exercise
of any options, warrants or other securities held as of the Closing date) shall be deemed immediately and fully released on the same terms
from any remaining restrictions set forth herein (the “Pro-Rata Release”); provided, however,
that such Pro-Rata Release shall not be applied unless and until permission has been granted by the Company to a securityholder or securityholders
to sell or otherwise transfer or dispose of all or a portion of such equity holder’s Securities or other shares of Common Stock
in an aggregate amount in excess of 1% of the number of Securities or other shares of Common Stock originally subject to a substantially
similar agreement.
This Letter Agreement may
be executed in two or more counterparts (any of which may be delivered by electronic transmission), each of which shall constitute an
original, and all of which taken together shall constitute one and the same instrument.
This Letter Agreement shall
become effective on the date hereof and terminate upon the expiration of the Lock-Up Period.
[remainder of page intentionally left blank]
Please confirm your agreement with the foregoing
by signing and returning to the undersigned the duplicate copy of this Letter Agreement.
| Very truly yours, |
| | |
| [●] |
| | |
| By: | |
| Name: | [●] |
| Title: | [●] |
Accepted and agreed as of the date first written above:
SKYE BIOSICENCE, INC. |
|
| |
|
By: | |
|
Name: | |
|
Title: | |
|
[Signature Page to
Lock-Up Agreement]
Grafico Azioni Skye Bioscience (QB) (USOTC:SKYE)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Skye Bioscience (QB) (USOTC:SKYE)
Storico
Da Giu 2023 a Giu 2024