Document

DEF 14A 1 skye-20250425proxy.htm DEF 14A Document

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 Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:

Preliminary Proxy Statement

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

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to §240.14a-12

SKYE BIOSCIENCE, INC.

(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 all boxes that apply):

No fee required.

Fee paid previously with preliminary materials.

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


			11250 El Camino Real, Suite 100, San Diego, CA 92130, (858) 410-0266

2025 Stockholder Letter

To the Stockholders’ of Skye Bioscience, Inc.:

In the past twelve months, we have taken decisive steps to build what we believe can be the most compelling CB1-targeted therapeutic program in obesity. With urgency and precision, we have been executing our clinical development plan around nimacimab—a first-in-class, peripherally restricted CB1 inhibitor antibody—designed to solve what we believe to be one of the most persistent challenges in the obesity epidemic: achieving long-term, tolerable, and metabolically effective weight loss.

We know what is expected of us. Investors do not want grand narratives; they want strategic clarity, execution, and data. That’s why we have delivered—on time and ahead of plan—milestones that underscore the seriousness of our intent and the caliber of our team. This letter outlines what we have done, why CB1 matters, and how we intend to move forward with focus and discipline.

Bird Rock Acquisition and Reset: August 2023

Our August 2023 acquisition of Bird Rock Bio, Inc. (“Bird Rock Bio”) was strategic and singular in purpose—its only asset, nimacimab, represented a unique chance to revive the CB1 inhibition class with an antibody engineered for peripheral selectivity without CNS penetration and with strong preclinical and early clinical proof of metabolic benefit. Within 90 days of closing the acquisition of Bird Rock Bio, we submitted an IND with the Division of Diabetes, Lipid Disorders and Obesity and had secured clearance from the agency to proceed with our planned clinical protocol by January 2024. We subsequently raised gross proceeds of $90 million in financing from top-tier healthcare investors.

Adding to our leadership team and changing our board of directors, we adopted a complete focus on one goal: proving that peripherally restricted CB1 inhibition could drive durable weight loss, avoid central side effects, and offer a differentiated mechanism to the crowded incretin-centric space of anti-obesity drugs.

Execution in 2024: Delivering on the CBeyond™ Trial

We launched our Phase 2a clinical trial for nimacimab, CBeyond™, in August 2024. Our goals were clear: initiate a multi-center, placebo-controlled, randomized study evaluating nimacimab with and without semaglutide, evaluate for a meaningful weight loss difference, and generate top-line data in under 15 months.

Enrollment was completed in February 2025, four months ahead of schedule. The trial randomized 136 patients, exceeding our 120-patient plan. We are now positioned to deliver 26-week top-line results in late Q3 or early Q4 2025—without requiring interim analysis. This performance reflects both strong patient demand and our team's clinical operations discipline.

The study now also includes a 26-week extension, enabling 52-week long-term efficacy and safety readouts in 2026, and will provide us with further insight to design future clinical trials.

Why Nimacimab, Why Now?

We believe obesity requires chronic therapy. But today’s leading treatments—GLP-1 receptor agonists—face challenges with tolerability, accessibility, lean mass loss, and discontinuation rates exceeding 50% within one year. CB1 inhibition has the potential to address these issues from a different mechanistic angle: emphasizing fat metabolism, not appetite suppression alone.

The CB1 pathway is central to energy storage and adipocyte signaling, and it is CB1 receptors in peripheral tissue that plays a critical role in these functions. To our knowledge, nimacimab is the only antibody in development that selectively targets peripheral CB1 for inhibition. Preclinical studies showed significant reductions in fat mass, improved glycemic markers, and preservation of lean mass. We also demonstrated superior exclusion from the brain—with nimacimab being 600-fold below the concentration to inhibit signaling in the brain (IC90)—and have seen no neuropsychiatric adverse events in studies to date.

In short: nimacimab can potentially be used chronically, and complement GLP-1s or stand alone. We believe nimacimab can enable the next wave of safe, sustainable anti-obesity medicines.

The Road Ahead: Data, Differentiation, and Development

We look forward to the forthcoming data in 2025. We expect to deliver additional preclinical data that further validates nimacimab’s mechanism of action—specifically its role in weight loss, promoting fat metabolism, preserving lean mass, and improving metabolic parameters in diet-induced obesity models, without the need for inhibition of centrally located CB1 receptors. Reported findings already have reinforced, and we believe additional data will further support, the foundation of our clinical hypothesis and continue to support our regulatory strategy.

By late Q3 or early Q4 2025, we expect to deliver top-line results from the CBeyond™ study. If our hypothesis holds—demonstrating durable weight loss with a clean safety profile—we intend to proceed directly to Phase 2b planning. Preparations are already underway: CRO engagement, regulatory planning, protocol development, and manufacturing scale-up are in progress.

We believe our balance sheet is strong, with our cash runway projected through at least Q1 2027. We intend to remain disciplined in capital allocation, focusing on programs that build our pipeline with a clear path to registration and commercial value.

Positioned to Lead

The obesity space is crowded if you look at it through a lens focused on GLP-1 drugs commercialized or under development. Fundamentally, however, the obesity market is very large, is growing, and has heterogeneous segments of patients with distinct and unmet needs. We believe there is an important role for complementary therapies that are mechanistically distinct from incretin approaches. And nimacimab—if successful—has the potential to become the benchmark CB1 therapeutic: effective in metabolically important tissue in the periphery, safe, durable, and combinable.

We are operating with urgency and clarity because we understand the magnitude of the opportunity. Our team and board are aligned behind a singular goal: to establish Skye as the category-defining leader in metabolic therapeutics. Every resource is directed toward executing this plan with discipline and precision. We’re focused on the fundamentals—delivering data, scaling thoughtfully, and staying ahead of the science.

Thank you for your continued support. We look forward to sharing more in the coming months.

Sincerely,

/s/ Punit Dhillon

Chief Executive Officer

This proxy statement, including the letter from our CEO, contains forward-looking statements based upon current expectations that involve risks, uncertainties and assumptions. For more information, see the section entitled “Forward-Looking Statements.”


			11250 El Camino Real, Suite 100, San Diego, CA 92130, (858) 410-0266

Dear Stockholder:

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT

Date:

Wednesday, June 6, 2025

Time:

10:00 a.m.,PT

Place:

Virtual Internet

YOUR VOTE
IS IMPORTANT

Please vote your shares whether or not you plan to participate in the meeting.

The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Skye Bioscience, Inc., a Nevada corporation (the “Company”, “we,” “us,” and “our”), will be held as a virtual meeting via live webcast on the Internet on June 6, 2025, at 10:00 a.m. Pacific Time. Because the Annual Meeting is completely virtual and being conducted via the Internet, you will not be able to attend in person, but you will be able to participate online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/SKYE2025. For instructions on how to participate in and vote your shares during the Annual Meeting, see the information in the accompanying Proxy Statement in the Section entitled, “General Information about the Annual Meeting and Voting – How can I participate in and vote at the Annual Meeting?”

The Annual Meeting is being held for the following purposes:



1						to elect each of the six nominees named in the attached proxy statement as members of the Company’s Board of Directors for a one-year term expiring at the 2026 annual meeting of stockholders;


2						to consider and vote upon the ratification of the selection of Marcum LLP as our independent registered public accounting firm for the year ending December 31, 2025;


3						to consider and vote upon, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission;


4						to consider and vote upon, on an advisory basis, whether the stockholder vote to approve the compensation of the named executive officers as required by Section 14A(a)(2) of the Securities Exchange Act of 1934, as amended, should occur every one, two or three years; and


5						to transact such other business as may be properly brought before the meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the attached proxy statement, which forms a part of this notice and is incorporated herein by reference. Our Board of Directors has fixed the close of business on April 11, 2025, as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof.

We have elected to take advantage of the Securities and Exchange Commission (“SEC”) rules that allow us to use the Internet as our primary means of providing our proxy materials to stockholders. The electronic delivery of our proxy materials will significantly reduce our printing and mailing costs and the environmental impact of the circulation of our proxy materials. Consequently, most stockholders will not receive paper copies of our proxy materials, unless requested. We will instead send to these stockholders a Notice of Internet Availability of Proxy Materials with instructions for accessing and reviewing the proxy materials on the Internet, including our proxy statement and annual report, and for voting via the Internet. The Notice of Internet Availability of Proxy Materials also provides information on how stockholders may obtain paper copies of our proxy materials free of charge, if they so choose.

The Notice of Internet Availability of Proxy Materials will also provide the date and time of the Annual Meeting; the matters to be acted upon at the meeting and our board of directors’ recommendation with regard to each matter; a toll-free number, an email address and a website where stockholders may request a paper or email copy of the proxy statement, our annual report to stockholders and a form of proxy relating to the Annual Meeting; information on how to access the form of proxy; and information on how to participate in the Annual Meeting.

Your vote is important. Whether or not you expect to participate in our Annual Meeting, please vote as soon as possible in advance of the Annual Meeting by Internet or telephone as described in the accompanying proxy materials or, if you request that the proxy materials be mailed to you, by signing, dating and returning the proxy card enclosed with those materials. If you plan to participate in our Annual Meeting and wish to vote your shares during the Annual Meeting, you may do so at any time before the proxy is voted.

All stockholders are cordially invited to participate in the meeting. We appreciate your continued support of the Company.

By Order of the Board of Directors,

/s/ Punit Dhillon

Punit Dhillon
Chief Executive Officer and Director

San Diego, California

April 25, 2025

Table of Contents


Proxy Statement			1
Important Information About the 2025 Annual Meeting of Stockholders and Voting			2
Proposal One: Election of Directors			9
Nominees for Election Until the Next Annual Meeting			9
Independence of the Board of Directors			15
Board Leadership Structure			15
The Board’s Role in Risk Oversight			16
Board of Directors Meetings			16
Committees of the Board of Directors			16
Compensation Committee			17
Nominating & Corporate Governance Committee			18
Anti-Hedging Policies			18
Director Selection Process			18
Director Attendance at Annual Meetings			19
Code of Business Conduct and Ethics			19
Corporate Governance Guidelines			19
Director Compensation			20
Proposal 2 Ratification of Selection of Independent Registered Public Accounting Firm			24
Independent Registered Public Accounting Firm’s Fees			24
Pre-Approval Policies and Procedures			25
Report of the Audit Committee of the Board of Directors			25
Vote Required; Recommendation of the Board of Directors			26
Proposal 3: Approval of the Compensation of the Named Executive Officers			27
Vote Required; Recommendation of the Board of Directors			27
Proposal 4: Frequency of Stockholder Vote on Executive Compensation			28
Vote Required; Recommendation of the Board of Directors			28
Security Ownership of Certain Beneficial Owners and Management			29
Executive Officers			32
Executive Compensation and Other Information			35
Overview			35
Summary Compensation Table			36


Narrative Disclosure to Summary Compensation Table			36
Retirement Plans			40
Change in Control Benefits			40
Outstanding Equity Awards at Fiscal Year-end			41
Equity Compensation Plan Information			43
Pay Versus Performance			44
Compensation Actually Paid and Cumulative TSR of the Company			46
Compensation Actually Paid and Net Income			46
Policies and Practices Related to the Grant of Equity Grant Awards			47
Certain Relationships And Related Person Transactions			48
Director and Executive Officer Compensation			48
Employment Agreements			48
Indemnification Agreements			48
Bird Rock Bio Acquisition and 2023 PIPE Financing			48
2024 PIPE Financings			49
Policies and Procedures for Related Party Transactions			50
Householding Of Proxy Materials			51
Stockholder Proposals			52
Adjournment of the Special Meeting of Shareholders			53
Where You Can Find More Information			54
Forward Looking Statements			55



1						To elect each of the six nominees as members of our Board of Directors for a one-year term expiring at the 2026 annual meeting of stockholders;


2						To consider and vote upon the ratification of the appointment of Marcum LLP as our independent registered public accountants for the year ending December 31, 2025.


3						To consider and vote upon, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission (“ SEC”).


4						To consider and vote upon, on an advisory basis, whether the stockholder vote to approve the compensation of the named executive officers as required by Section 14A(a)(2) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), should occur every one, two or three years.



			Vote by Mail: If you are a stockholder of record, and you elect to receive your proxy materials by mail, you may vote using your proxy card by completing, signing, dating and returning the proxy card in the self-addressed, postage-paid envelope provided. You should mail the proxy card ahead of the meeting with plenty of time to allow for delivery prior to the meeting. Do not mail the proxy card if you are voting over the Internet or by telephone. If you properly complete your proxy card and send it in time to vote, your proxy (one of the individuals named on your proxy card) will vote your shares as you have directed. If you sign the proxy card but do not make specific choices, your shares, as permitted, will be voted as recommended by our Board of Directors. If any other matter is presented at the Annual Meeting, your proxy (one of the individuals named on your proxy card) will vote in accordance with his or her best judgment. As of the date of this proxy statement, we knew of no matters that needed to be acted on at the meeting, other than those discussed in this proxy statement.


			Vote via the Internet: in Advance of the Annual Meeting: You may vote at www.proxyvote.com, 24 hours a day, seven days a week. Use the 16 digit Control Number shown on your Notice, proxy card or voting instructions form that is sent to you.


			Vote by Telephone: To vote over the telephone, dial toll-free 1-800-690-6903 using any touch-tone telephone and follow the recorded instructions. You will be asked to provide the Control Number from the enclosed Notice or proxy card. Your telephone vote must be received by 11:59 p.m. Eastern Time on June 5, 2025, to be counted.


			Vote during the Annual Meeting: You may still participate in the meeting and vote during the Annual Meeting even if you have already voted by proxy. Shareholders can vote via the virtual meeting by accessing the virtual meeting site, www.virtualshareholdermeeting.com/SKYE2025, with their 16 digit Control Number starting 15 minutes before the Annual Meeting through the closing of the polls.


Name	Age	Present Position	Director Since

Paul Grayson	60	Chairman of the Board	2023
Deborah Charych	61	Director	2023
Punit Dhillon	44	Director and Chief Executive Officer	2018
Annalisa Jenkins	59	Director	2024
Karen Smith	57	Director	2024
Andrew J. Schwab	54	Director	2023


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	Option Awards ($)(1)	All Other Compensation ($)	Total ($)

Deborah Charych	47,245	—	642,936	—	690,180
Paul Grayson	58,465	1,421,250	699,316	—	2,179,031
Annalisa Jenkins (2)	50,427	—	699,316	—	749,743
Andrew J. Schwab	42,204	—	642,936	—	685,140
Karen Smith (2)	34,079	—	457,249	—	491,328
Praveen Tyle(3)	42,601	—	180,300	—	222,901
Keith Ward(3)	43,125	—	181,468	—	224,593
Margaret Dalesandro(3)	33,083	—	182,279	—	215,363


Name	Stock Awards Outstanding at December 31, 2024	Number of Securities Underlying Options Outstanding at December 31, 2024

Deborah Charych	—	126,001
Paul Grayson	161,563	105,000
Annalisa Jenkins	—	110,000
Andrew J. Schwab	—	125,001
Karen Smith	—	110,000
Praveen Tyle	—	57,101
Keith Ward	—	57,001
Margaret Dalesandro	—	57,601


Paul Grayson, Chairman	Punit Dhillon	Karen Smith
Deborah Charych	Annalisa Jenkins	Andrew J. Schwab


	Year Ended December 31,
	2024 ($)	2023 ($)

Audit Fees(1)	283,440	286,638
Audit-Related Fees	76,937	6,600
Tax Fees(2)	—	—
All Other Fees(3)	—	—
Total	360,377	293,238


Name and Address of Beneficial Owner	Number of Shares Beneficially Owned	Percent of Shares Beneficially Owned

More than 5% Beneficial Owners
Entities affiliated with 5AM Ventures VII, L.P.(1)	11,618,561	35.6	%
Entities affiliated with Versant Venture Capital III, L.P.(2)	2,530,950	8.0	%
Named Executive Officers and Directors
Punit Dhillon, Director, Chief Executive Officer (3)	383,920	1.2	%
Kaitlyn Arsenault, Chief Financial Officer (4)	181,121	*%
Puneet Arora, Chief Medical Officer	—	*%


Name	Age	Position

Punit Dhillon	44	President and Chief Executive Officer
Kaitlyn Arsenault	38	Chief Financial Officer
Puneet S. Arora, M.D.	53	Chief Medical Officer
Tu Diep, M.S.	44	Chief Development Officer
Chris Twitty, Ph.D.	53	Chief Scientific Officer


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($) (1)(2)	Option Awards ($) (1)	Non-Equity Incentive Plan Compensation ($)(3)	Total ($)

Punit Dhillon Chief Executive Officer	2024	458,333	—	1,501,679	3,923,850	255,763	6,139,625
	2023	450,000	—	994,364	92,974	270,000	1,807,338
Kaitlyn Arsenault Chief Financial Officer	2024	365,000	—	408,393	1,355,071	138,361	2,266,825
	2023	340,000	—	656,234	138,056	136,000	1,270,290
Tu Diep Chief Operating Officer	2024	358,333	—	376,585	1,355,071	117,179	2,207,168
	2023(3)	—	—	—	—	—	—


		Option Awards				Stock Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)(1)	Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Market or Payout Value Of Unearned Shares, Units or Other Rights That Have Not Vested ($)

Punit Dhillon CEO	10/10/2018(2)	800	—	76.25	10/10/2028
	2/6/2020(2)	1,560	—	27.50	2/6/2025
	4/27/2020(2)	1,950	—	15.00	4/27/2025
	8/3/2020(2)	1,170	—	20.00	8/3/2025
	8/7/2020(2)	32,400	3,600	11.25	8/7/2030
	12/14/2021(4)	9,270	3,090	14.50	12/14/2031
	8/25/2023(5)	3,005	6,008	3.50	8/25/2033
	8/25/2023(6)							20,278	57,387
	9/29/2023(5)	7,195	14,391	3.50	9/29/2033
	9/29/2023(6)							48,568	137,447
	2/29/2024(5)	26,041	98,959	14.56	3/1/2034
	2/29/2024(7)							100,000	283,000
	10/28/2024(5)	27,083	622,917	5.15	10/28/2034
Kaitlyn Arsenault CFO	9/15/2021(3)	1,240	360	30.00	9/15/2031
	10/4/2021(3)	4,960	1,440	22.50	10/4/2031
	12/14/2021(4)	5,310	1,770	14.50	12/14/2031
	8/25/2023(5)	4,461	8,922	3.50	8/25/2033
	8/25/2023(6)							13,382	37,871
	9/29/2023(5)	10,684	21,369	3.50	9/29/2033
	9/29/2023(6)							32,053	90,710
	2/29/2024(5)	15,625	59,375	14.56	3/1/2034
	2/29/2024(7)							25,000	70,750
	10/28/2024(5)	5,208	119,792	5.15	10/28/2034


Plan category	(A) Number of securities to be issued upon exercise of outstanding options and rights (2) (#)	Weighted-average exercise price of outstanding options and rights ($)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (#)
	(a)	(b)	(c)

Equity compensation plans approved by security holder
Amended and Restated Plan	3,226,216	7.88	119,046
2022 Employee Stock Purchase Plan	—	—	192,016
Equity compensation plans not approved by security holder
Inducement Plan	313,500	6.23	286,500
Total Equity Incentive Plans (1)	3,539,716		597,562


Fiscal Year	Summary Compensation Table Total for PEO(1) ($)	Compensation Actually Paid to PEO(2) ($)	Average Summary Compensation Table Total for non-PEO NEOs(3) ($)	Average Compensation Actually Paid to non-PEO NEOs(4) ($)	Value of Initial Fixed $100 Investment Based On: Total Shareholder Return(5) ($)	Net Loss ($)(6)
(a)	(b)	(c)	(d)	(e)	(f)	(g)

2024	6,139,625	2,823,424	2,236,997	1,141,803	21.77	(26,567,123)
2023	1,807,338	1,254,456	1,270,290	874,797	20.92	(37,644,784)
2022	668,481	304,870	469,087	314,576	31.15	(19,481,602)


Fiscal Year	Reported Summary Compensation Table Total For PEO ($)	Deduction of Reported Value of Equity Awards (a) ($)	Equity Award Adjustments (b) ($)	Compensation Actually Paid to PEO ($)

2024	6,139,625	(5,345,100)	2,028,899	2,823,424
2023	1,807,338	(1,087,338)	534,456	1,254,456
2022	668,481	—	(363,611)	304,870


Fiscal Year	Year End Fair Value of Equity Awards Granted During the Fiscal Year ($) (i)	Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) (ii)	Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) (iii)	Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) (iv)	Total Equity Award Adjustments ($)

2024	1,229,022	152,978	155,374	491,525	2,028,899
2023	554,219	(35,861)	4,811	11,287	534,456
2022	—	(283,189)	—	(80,422)	(363,611)


Fiscal Year	Average of Reported Summary Compensation Table Total For Non-PEO NEOs ($)	Deduction of Average of Reported Value of Equity Awards ($)	Equity Award Adjustments (a) ($)	Average Compensation Actually Paid to Non-PEO NEOs ($)

2024	2,236,997	(1,710,384)	615,190	1,141,803
2023	1,270,290	(794,290)	398,797	874,797
2022	469,087	—	(154,511)	314,576


Name	Grant Date(1)	Number of Securities Underlying the Award (#)	Exercise Price of the Award ($/sh)	Grant Date Fair Value of the Award ($)(2)	Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information (%)

Punit Dhillon	2/29/2024	125,000	14.56	11.78		6.10	%	(3)
	10/28/2024	650,000	5.15	3.77		-1.17	%	(4)
Kaitlyn Arsenault	2/29/2024	75,000	14.56	11.78		6.10	%	(3)
	10/28/2024	125,000	5.15	3.77		-1.17	%	(4)
Tu Diep	2/29/2024	75,000	14.56	11.78		6.10	%	(3)
	10/28/2024	125,000	5.15	3.77		-1.17	%	(4)

SEC Form DEF 14A filed by Skye Bioscience Inc.