Skye Bioscience, Inc. — Director's Dealing 2023

Aug 22, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Skye Bioscience, Inc. (SKYE)
CIK: 0001516551
Period of Report: 2023-08-18

Reporting Person: Schwab Andrew J. (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-08-18	Common Stock	A	267602039	—	Acquired	267602039	Indirect
2023-08-18	Common Stock	A	10558878	—	Acquired	10558878	Indirect
2023-08-18	Common Stock	A	684361447	$0.0103	Acquired	684361447	Indirect
2023-08-18	Common Stock	A	161944872	$0.0103	Acquired	429546911	Indirect
2023-08-18	Common Stock	A	6389921	$0.0103	Acquired	16948799	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-08-18	Warrant (Right to Buy)	$0.0206	A	426348120	Acquired	2033-08-18	Common Stock (426348120)	Indirect

Footnotes

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.