Andrew J. Schwab - Aug 18, 2023 Form 4 Insider Report for Skye Bioscience, Inc. (SKYE)

Signature
/s/ Kaitlyn Arsenault, as Attorney-in-Fact
Stock symbol
SKYE
Transactions as of
Aug 18, 2023
Transactions value $
$8,782,771
Form type
4
Date filed
8/22/2023, 05:21 PM
Previous filing
Apr 6, 2023
Next filing
Aug 29, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SKYE Common Stock Award +268M 268M Aug 18, 2023 By 5AM Ventures II, L.P. F1, F2
transaction SKYE Common Stock Award +10.6M 10.6M Aug 18, 2023 By 5AM Co-Investors II, L.P. F1, F3
transaction SKYE Common Stock Award $7.05M +684M $0.01 684M Aug 18, 2023 By 5AM Ventures VII, L.P. F4, F5
transaction SKYE Common Stock Award $1.67M +162M +60.52% $0.01 430M Aug 18, 2023 By 5AM Ventures II, L.P. F2, F4
transaction SKYE Common Stock Award $65.8K +6.39M +60.52% $0.01 16.9M Aug 18, 2023 By 5AM Co-Investors II, L.P. F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SKYE Warrant (Right to Buy) Award $0 +426M $0.00 426M Aug 18, 2023 Common Stock 426M $0.02 By 5AM Ventures VII, L.P. F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to the Agreement and Plan of Merger and Reorganization, dated as of August 15, 2023 (the "Merger Agreement"), by and among the Issuer, Bird Rock Bio, Inc. ("Bird Rock Bio") and Aquila Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into Bird Rock Bio (the "Merger"), with Bird Rock Bio surviving the Merger as a wholly-owned subsidiary of the Issuer. Upon the closing of the Merger, each share of Bird Rock Bio's Series A preferred stock, Series B preferred stock and Series C preferred stock was converted into the right to receive 18.560295 shares of the Issuer's common stock. The Merger closed on August 18, 2023.
F2 The securities are directly held by 5AM Ventures II, L.P. ("Ventures II"). 5AM Partners II, LLC ("Partners II") is the sole general partner of Ventures II. The Reporting Person is a managing member of Partners II and may be deemed to have shared voting and investment power over the shares beneficially owned by Ventures II. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
F3 The securities are directly held by 5AM Co-Investors II, L.P. ("Co-Investors II"). Partners II is the sole general partner of Co-Investors II. The Reporting Person is a managing member of Partners II and may be deemed to have shared voting and investment power over the shares beneficially owned by Co-Investors II. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
F4 The securities were purchased pursuant to a Securities Purchase Agreement, dated as of August 15, 2023 (the "Purchase Agreement"). The transactions contemplated by the Purchase Agreement closed concurrently with the Merger on August 18, 2023. Pursuant to the Purchase Agreement, 5AM Ventures VII, L.P. ("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 6,389,799 shares, respectively) for the total purchase price of $8.8 million and received warrants to purchase an aggregate of 426,348,120 shares of common stock for no additional consideration.
F5 The securities are directly held by 5AM Ventures VII, L.P. ("Ventures VII"). 5AM Partners VII, LLC ("Partners VII") is the sole general partner of Ventures VII. The Reporting Person is a managing member of Partners VII and may be deemed to have shared voting and investment power over the shares beneficially owned by Ventures VII. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.