Skye Bioscience Inc

As filed with the Securities and Exchange Commission on March 27, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

SKYE BIOSCIENCE, INC.

(Exact Name of Registrant as Specified in its Charter)

11250 El Camino Real, Suite 100

(858) 410-0266

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Punit Dhillon

Chief Executive Officer

Skye Bioscience, Inc.

11250 El Camino Real, Suite 100

(858) 410-0266

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Steven G. Rowles

Scott Lesmes

John Hensley

Morrison & Foerster, LLP

12531 High Bluff Drive, #100

Tel: (858) 720-5100

Approximate date of commencement of proposed sale to the public: From time to time after the effective date. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 to Section 7(a)(2)(B) of the Securities Act. o

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the Registration Statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any State where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MARCH 27, 2024

PRELIMINARY PROSPECTUS

SKYE BIOSCIENCE, INC.

Up to 6,100,821 Shares of Common Stock Issuable Pursuant to an Agreement and Plan of Merger and Reorganization

Up to 14,039,201 Shares of Common Stock Issuable Pursuant to Securities Purchase Agreements

Up to 2,665,537 Shares of Common Stock Issuable Upon Exercise of Warrants

Up to 968,973 Shares of Common Stock Issuable Upon Conversion of a Secured Convertible Promissory Note

Up to 9,978,739 Shares of Common Stock Issuable Upon Exercise of Pre-Funded Warrants

This prospectus relates to the possible resale from time to time by the selling securityholders named herein of up to 33,753,271 shares of common stock, $0.001 par value per share (the “Common Stock”), which consists of (i) 6,100,821 shares of Common Stock issued pursuant to the Agreement and Plan of Merger and Reorganization, dated August 15, 2023 (the “Merger Agreement”) by and among us, Aquila Merger Sub, Inc. and Bird Rock Bio, Inc., (ii) 2,325,537 shares of Common Stock issued pursuant to that certain Securities Purchase Agreement, dated as of August 15, 2023, by and between us and the institutional investors identified therein (the “2023 Purchase Agreement”), (iii) 2,325,537 shares of Common Stock issuable upon the exercise of the warrants issued pursuant to the 2023 Purchase Agreement (the “2023 Warrants”), (iv) 968,973 shares of Common Stock issuable upon conversion of that certain secured convertible promissory note, dated as of August 15, 2023, by and between us and MFDI, LLC, (v) 340,000 shares of Common Stock issuable upon exercise of that certain warrant, dated as of August 15, 2023, by and between us and MFDI, LLC (the “MFDI Warrant”), (vi) 11,713,664 shares of Common Stock issued pursuant to that certain Securities Purchase Agreement, dated as of January 29, 2024, by and between us and the institutional investors identified therein (the “January 2024 Purchase Agreement”), and (vii) 9,978,739 shares of Common Stock issuable upon exercise of the pre-funded warrants (the “Pre-Funded Warrants” together with the 2023 Warrants and the MFDI Warrant, the “Warrants”) issued pursuant to the January 2024 Purchase Agreement.

We will not receive any cash proceeds from any sale of the shares of our Common Stock by the selling securityholders. We will, however, receive the net proceeds of any Warrants exercised for cash.

We are registering the securities for resale pursuant to the selling securityholders’ registration rights under certain agreements between us and the selling securityholders. We are registering the resale of shares of our Common Stock to permit the selling securityholders to sell such shares without restriction in the open market. However, the registration of the potential resale shares of our Common Stock hereunder does not necessarily mean that the selling securityholders will sell the shares. The selling securityholders or their permitted transferees or other successors-in-interest may, but are not required to, sell the shares of our Common Stock offered by this prospectus from time to time in a number of different ways and at varying prices as determined by the prevailing market price for shares or in negotiated transactions. See “Plan of Distribution” on page 48 for a description of how the selling securityholders may dispose of the shares covered by this prospectus.

We will pay all expenses incident to the registration of the potential resale of the 33,753,271 shares of our Common Stock offered herein (other than for any discounts or commissions to any underwriter or broker attributable to the sale of shares of our Common Stock or any fees or expenses incurred by a holder of shares of our Common Stock that, according to the written instructions of any regulatory authority, we are not permitted to pay).

Our Common Stock is quoted on the OTCQB market under the symbol “SKYE.” On March 26, 2024, the last reported sale price of our Common Stock on the OTCQB market was $13.77. Our corporate offices are located at 11250 El Camino Real, Suite 100, San Diego, CA 92130 and our telephone number is (858) 410-0266.

See the section entitled “Risk Factors” beginning on page 9 of this prospectus to read about factors you should consider before buying our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We are a “smaller reporting company” under applicable Securities and Exchange Commission rules and, as such, have elected to comply with certain reduced public company disclosure requirements for this prospectus and future filings. See “Prospectus Summary—Implications of Being a Smaller Reporting Company” for additional information.

The date of this prospectus is________, 2024.