skye-20240403
FALSE000151655100015165512024-04-032024-04-03

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): April 3, 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
N/A
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 7.01 Regulation FD Disclosure.
The following unaudited pro forma balance sheet has been prepared to illustrate the impact of events that followed the close of the Company’s year ended December 31, 2023, including (i) the Company’s receipt of proceeds from the sale of the securities in private placement transactions that closed on January 31, 2024 and March 13, 2024 and (ii) the sale of real-estate on January 19, 2024. The Company is providing this information to evidence the Company’s 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, stockholders’ equity exceeds $5 million.

The unaudited pro forma balance sheet is based on the Company’s balance sheet as of December 31, 2023, as contained in the Company's 10-K for the year then ended, filed with the Securities and Exchange Commission on March 22, 2024, adjusted to reflect the subsequent events after the balance sheet date of December 31, 2023, as set out in Note 14 of the 10-K and as described above, as if the events occurred on December 31, 2023.
This unaudited pro forma balance sheet is for informational purposes only, and should be read in conjunction with the more detailed audited condensed consolidated financial statements and related notes thereto included in the Company’s Form 10-K for the year ended December 31, 2023.
The information furnished with this report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and it will not be deemed incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.Description
99.1
104Cover 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: April 3, 2024
/s/  Kaitlyn Arsenault
 Name: Kaitlyn Arsenault
 Title: Chief Financial Officer

Exhibit 99.1
SKYE BIOSCIENCE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
December 31,
2023		Pro Forma AdjustmentsAs Adjusted
December 31,
2023
ASSETS
Current assets
Cash$1,256,453 $84,680,741 (1)(2)$85,937,194 
Restricted cash9,080,202 9,080,202 
Prepaid expenses425,259 425,259 
Other current assets888,929 888,929 
Total current assets11,650,843 84,680,741 96,331,584 
Property, plant and equipment, net43,276 43,276 
Operating lease right-of-use asset237,983 237,983 
Other assets8,309 8,309 
Total assets$11,940,411 $84,680,741 $96,621,152 
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
Current liabilities
Accounts payable$1,155,785 $1,155,785 
Accrued interest - related party126,027 126,027 
Accrued interest - legal contingency234,750 234,750 
Accrued payroll liabilities888,381 888,381 
Other current liabilities998,552 998,552 
Estimate for legal contingency6,053,468 6,053,468 
Convertible note - related party, net of discount4,371,998 4,371,998 
Operating lease liability, current portion72,038 72,038 
Total current liabilities13,900,999 — 13,900,999 
Non-current liabilities
Operating lease liability, net of current portion171,230 171,230 
Total liabilities14,072,229 — 14,072,229 
Commitments and contingencies (Note 13)
Stockholders’ (deficit) equity
Preferred stock, $0.001 par value; 200,000 shares authorized at December 31, 2023 and 2022; no shares issued and outstanding at December 31, 2023 and 2022
— — 
Common stock, $0.001 par value; 100,000,000 and 20,000,000 shares authorized at December 31, 2023 and 2022, respectively; 12,349,243 and 3,654,119 shares issued and outstanding at December 31, 2023 and 2022, respectively
12,349 15,714 (1)28,063 
Additional paid-in-capital102,238,382 83,525,455 (1)185,763,837 
Accumulated (deficit) equity (104,382,549)1,139,572 (2)(103,242,977)
Total stockholders’ (deficit) equity (2,131,818)84,680,741 82,548,923 
Total liabilities and stockholders’ (deficit) equity$11,940,411 $84,680,741 $96,621,152 



    
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-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on March 22, 2024, adjusted to reflect the subsequent events after the balance sheet date of December 31, 2023 through the date of filing, as set out in Note 14 of the 10-K as described below:

(1)The sale of 15,713,664 shares of Common Stock and 9,978,739 pre-funded warrants under the Securities Purchase Agreements dated January 29, 2024 and March 11, 2024 providing total gross proceeds of $90 million and net proceeds of approximately $83.5 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.