Skye Bioscience, Inc.

DEF 14A 1 skyebioscience-definitivep.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrantx

Filed by a Party other than the Registranto

Check the appropriate box:

o

Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x

Definitive Proxy Statement

o

Definitive Additional Materials

o

Soliciting Material Pursuant to §240.14a-12

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

You are cordially invited to attend a virtual special meeting of stockholders (the “Meeting” or the “Special Meeting”) of Skye Bioscience, Inc., a Nevada corporation (the “Company”), to be held virtually at 10:00 a.m., Pacific Time, on Tuesday, October 22, 2024. The accompanying proxy statement (the “Proxy Statement”) details information regarding the Special Meeting, including a description of the proposal to be considered by stockholders at the Special Meeting and instructions for submitting your vote.

Your vote is very important to us. Whether or not you plan to attend the Special Meeting virtually, I encourage you to vote your shares by proxy as promptly as possible by following the instructions set forth in the enclosed Proxy Statement. Our Board of Directors has unanimously approved the proposal set forth in the Proxy Statement, and we recommend that you vote in favor of such proposal.

Thank you for your continued support of the Company. We look forward to your participation at the Special Meeting.

Sincerely,

/s/ Punit Dhillon

Chairman and CEO

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

Dear Stockholder:

You are cordially invited to attend a Special Meeting of Stockholders (the “Special Meeting”) of Skye Bioscience, Inc., a Nevada corporation (the “Company”), to be held on Tuesday, October 22, 2024 at 10:00 a.m. Pacific Time in a virtual meeting format only, via live webcast on the internet, with no physical in-person meeting. You will be able to attend and participate in the virtual Special Meeting by entering your uniquely assigned control number at www.virtualshareholdermeeting.com/SKYE2024SM, where you will be able to listen to the virtual Special Meeting live, submit questions and vote. To participate in the virtual Special Meeting, you must have your control number that is shown on the enclosed proxy card. There will not be a physical meeting location and you will not be able to attend the virtual Special Meeting in person. As always, we encourage you to vote your shares prior to the virtual Special Meeting.

You are being asked to vote on the following matter:

(1)To approve the Amended and Restated Omnibus Incentive Plan (the “Amended and Restated Plan”), to, among other things, increase the number of shares available for issuance under the Amended and Restated Plan by 1,535,655 shares (the “Equity Incentive Plan Proposal”).

This item of business is more fully described in the proxy statement (the “Proxy Statement”) accompanying this notice and is incorporated herein by reference. Our Board of Directors has fixed the close of business on September 11, 2024 as the record date for the Special Meeting. Only stockholders of record as of the close of business on that date may vote at the Special Meeting or any adjournment or postponement thereof.

Important Notice Regarding the Availability of Proxy Materials for the virtual Special Meeting of Stockholders to be held on Tuesday, October 22, 2024 at 10:00 a.m. Pacific Time, via live webcast at www.virtualshareholdermeeting.com/SKYE2024SM.

The proxy materials are available on the internet by accessingwww.proxyvote.com with your 16 digit control for registered and beneficial holders. You can also access the materials athttps://materials.proxyvote.com/83086J without a control number.

By Order of the Board of Directors,

/s/ Punit Dhillon

Punit Dhillon

Chairman and Chief Executive Officer

San Diego, California

September 23, 2024

You are cordially invited to attend the virtual Special Meeting. Whether or not you expect to attend the virtual Special Meeting, PLEASE VOTE YOUR SHARES. As an alternative to voting online at the virtual Special Meeting, you may vote via the internet, by telephone or by completing, dating, signing and returning the enclosed proxy card by mail. Voting instructions are provided in the enclosed proxy card.

Even if you have voted by proxy, you may still vote online at the virtual Special Meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the virtual Special Meeting, you must follow the instructions from such organizations and will need to obtain a proxy card issued in your name from that record holder.