Skye Bioscience, Inc.
For the period ended Aug 12, 2026. Filed Aug 14, 2026.
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A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.
Aug 12, 2026 · Filed Aug 14, 2026
Contents
Effects of the Reverse Stock Split
Effective Date; Symbol; CUSIP Number. The Reverse Stock Split becomes effective with Nasdaq and the Common Stock will begin trading on a split-adjusted basis at the open of business on the Effective Date. In connection with the Reverse Stock Split, the CUSIP number for the Common Stock will change to 83086J309.
Split Adjustment; Treatment of Fractional Shares. On the Effective Date, the total number of shares of Common Stock held by each stockholder of the Company will be converted automatically into the number of shares of Common Stock equal to: (i) the number of issued and outstanding shares of Common Stock held by each such stockholder immediately prior to the Reverse Stock Split divided by (ii) 8. Any fractional share of Common Stock that would otherwise result from the Reverse Stock Split will be rounded down to the nearest whole share and the Company shall pay to any person otherwise entitled to become a holder of a fraction of a share an amount in cash based on a per share value, with such cash payment being calculated by multiplying such fractional interest by the closing trading price of the Common Stock on the trading day immediately preceding the Effective Date. As a result, no fractional shares will be issued in connection with the Reverse Stock Split. The Company intends to treat stockholders holding shares of Common Stock in “street name” (that is, held through a bank, broker or other nominee) in the same manner as stockholders of record whose shares of Common Stock are registered in their names. Banks, brokers or other nominees will be instructed to effect the Reverse Stock Split for their beneficial holders holding shares of our Common Stock in “street name;” however, these banks, brokers or other nominees may apply their own specific procedures for processing the Reverse Stock Split.
Also on the Effective Date, all options, restricted stock units, warrants and pre-funded warrants of the Company outstanding immediately prior to the Reverse Stock Split will be adjusted in accordance with the terms of the plans, agreements or arrangements governing such options, restricted stock units, warrants and pre-funded warrants.
Certificated and Non-Certificated Shares. Stockholders who hold their shares in electronic form at brokerage firms do not need to take any action, as the effect of the Reverse Stock Split will automatically be reflected in their brokerage accounts.
Stockholders holding paper certificate(s) must send the certificate(s) to Broadridge Corporate Issuer Solutions, LLC (“Broadridge”), at the following address:
| By Mail: | By Overnight Delivery | For Assistance Please Call: |
|---|---|---|
| Broadridge Corporate Issuer SolutionsPO Box 1342,Brentwood, NY 11717-071 | Broadridge Corporate Issuer SolutionsAttn: BCISIWS 51 Mercedes WayEdgewood, NY 11717-8368 | 1-877-830-4934 |
Broadridge will issue the new shares in book entry reflecting the Reverse Stock Split to each requesting stockholder.
Certificate of Change. The Company effected the Reverse Stock Split pursuant to the Company’s filing of a Certificate of Change (the “Certificate”) with the Nevada Secretary of State on August 12, 2026, in accordance with Nevada Revised Statutes (“NRS”) 78.209. The Certificate is expected to become effective at or about 12:01 am New York time on the Effective Date. A copy of the Certificate is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
No Stockholder Approval Required. The Reverse Stock Split was approved by the board of directors of the Company and given effect pursuant to and in accordance with NRS 78.207 and, as such, no stockholder approval of the Reverse Stock Split is required.
Capitalization. Prior to the Reverse Stock Split, the Company was authorized to issue 300,000,000 shares of Common Stock. As a result of the Reverse Stock Split, the Company will be authorized to issue
37,500,000 shares of Common Stock. As of August 11, 2026, there were 35,421,413 shares of Common Stock outstanding. As a result of the Reverse Stock Split, there will be approximately 4,427,676 shares of Common Stock outstanding (subject to adjustment due to the effect of rounding fractional shares into whole shares).
Immediately after the Reverse Stock Split, each stockholder’s relative ownership interest in the Company and proportional voting power will remain virtually unchanged except for minor changes and adjustments that will result from rounding fractional shares into whole shares.
Item 5.01 Changes in Control of Registrant.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Punit Dhillon has entered into a previously disclosed executive employment agreement (the “Dhillon Employment Agreement”) with the Company. In connection with the Transaction, on the date hereof, the Company entered into a separation agreement with Mr. Dhillon (the “Dhillon Separation Agreement”) pursuant to which Mr. Dhillon's last day of employment with the Company will be August 31, 2027, unless he resigns or is terminated prior to such date, and (i) his severance entitlement shall be reduced by an amount equal to the sum of (a) 12 months’ of base salary, plus (b) the amount of base salary Mr. Dhillon earns as an employee after September 1, 2026, and (ii) if Mr. Dhillon’s employment is terminated by the Company for any reason other than For Cause, By Death or By Disability (each, as defined in the Dhillon Executive Employment Agreement) and Mr. Dhillon executes and does not revoke the release agreement appended to the Dhillon Employment Agreement, (a) his remaining severance entitlement shall be paid as salary continuation payments following his employment termination in accordance with the Company’s standard payroll practices, and (b) he shall be paid a lump sum cash payment, less applicable withholdings and deductions, as soon as practical after the date the release becomes irrevocable (and not later than 60 days after the termination date) equal to twenty-four (24) months of health and welfare benefit premiums.
Tu Diep has entered into a previously disclosed executive employment agreement (the “Diep Employment Agreement”) with the Company. In connection with the Transaction, on the date hereof, the Company entered into a separation agreement with Mr. Diep (the “Diep Separation Agreement”) pursuant to which Mr. Diep's last day of employment with the Company will be January 31, 2027, unless he resigns or is terminated prior to such date, and (i) effective August 1, 2026, Mr. Diep will be paid his base salary for an additional six (6) months, with his last day of such payments (including health benefits) being January 31, 2027, satisfied through continued bi-weekly payroll or, if required, lump-sum payment of components sufficient to make him whole through such date, (ii) Mr. Diep will receive a one-time payment of $20,000 in October 2026, funded from his existing severance entitlement under the Diep Employment Agreement.
In addition, each of Messrs. Dhillon and Diep have agreed to enter into an Advisor Agreement with the Company (the “Advisory Agreements”), to be effective the day following their respective date of separation from the Company, pursuant to which they will provide, as requested by the Company, certain transition related services to support the Legacy CVR Agreement at a rate of $350 per hour until the expiry of the Legacy CVR Agreement.
The foregoing description of the Dhillon Separation Agreement, Diep Separation Agreement and Advisory Agreements do not purport to be complete and are subject to, and qualified in its entirety by, the complete text of the Dhillon Separation Agreement, Diep Separation Agreement and Advisory Agreements, copies of which will be filed as exhibits to the Company’s quarterly report on Form 10-Q for the current quarter.
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