Sec Form 13D Filing - 5AM Partners VII, LLC filing for Skye Bioscience, Inc. (SKYE) - 2024-12-19

The address of the principal business office of each of the Reporting Persons is 4 Embarcadero Center, Suite 3110, San Francisco, CA 94111.

The principal business of the Reporting Persons is venture capital investments. Each of Diekman and Rocklage serves as a Managing Member of Partners II, which is the general partner of Ventures II. Parmar serves as a Managing Member of Partners VII, which is the general partner of Ventures VII. Schwab serves as a Managing Member of each of Partners II and Partners VII.

During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial of administrative body of competent jurisdiction or were subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Each of Ventures VII, Partners VII, Ventures II, Co-Investors II and Partners II was organized in the state of Delaware and each of the individuals is a citizen of the United States.

Item 4 of the Statement is hereby amended and supplemented as follows:On December 17, 2024, each of Partners VII and Partners II entered into a Stock Sale Plan (the "10b5-1 Plan") with Piper Sandler & Co. ("Piper Sandler"), p ursuant to which Piper Sandler is authorized to sell up to an aggregate of 2,000,000 shares of Common Stock on behalf of Partners VII and Partners II during the period beginning on the later of (i) March 17, 2025 and (ii) two business days after filing the Issuer's Form 10-K for the year ending December 31 (but no later than April 16, 2025), and ending December 17, 2025, subject to earlier termination in accordance with the terms of the 10b5-1 Plan and applicable laws, rules and regulations. Transactions under the 10b5-1 Plan will be subject to certain price restrictions and other restrictions under the terms of the 10b5-1 Plan. The 10b5-1 Plan is intended to comply with the requirements of Rule 10b5-1(c) promulgated under the Act.

The information set forth in rows 11 and 13 of each Reporting Person's cover page to this Schedule 13D/A is incorporated by reference. The percentage set forth in each row 13 is based upon 30,338,290 shares of the Common Stock issued and outstanding as of November 6, 2024 as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 7, 2024, adjusted for each Reporting Person, in accordance with rules of the SEC, to give effect to exercise of warrants and exercise of stock options within 60 days, in each case beneficially owned by such Reporting Person.Ventures VII directly holds (i) 8,167,206 shares of Common Stock and (ii) 1,705,393 shares of Common Stock issuable upon exercise of warrants. Partners VII serves as sole general partner of Ventures VII and Schwab and Parmar are managing members of Partners VII. Each of Partners VII, Schwab and Parmar shares voting and dispositive power over the securities held by Ventures VII.Ventures II directly holds 1,679,685 shares of Common Stock and Co-Investors II directly holds 66,277 shares of Common Stock. Partners II serves as sole general partner of each of Ventures II and Co-Investors II and Schwab, Diekman and Rocklage are managing members of Partners II. Each of Partners II, Schwab, Diekman and Rocklage shares voting and dispositive power over the securities held by Ventures II and Co-Investors II.Schwab also holds 78,334 shares of Common Stock issuable upon the exercise of stock options that are exercisable within 60 days of the date of this filing.

See rows 7 through 10 on the cover pages of this Schedule 13D/A for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.

Except as set forth herein, none of the Reporting Persons has effected any transactions with respect to the securities of the Issuer during the past sixty days.

No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the securities beneficially owned by any of the Reporting Persons.

Not applicable.

Item 6 of the Statement is hereby amended and supplemented as follows:10b5-1 PlanOn December 17, 2024, Partners VII and Partners II entered into the 10b5-1 Plan. Pursuant to the 10b5-1 Plan, Piper Sandler is authorized to sell up to an aggregate of 2,000,000 shares of Common Stock, subject to certain conditions and restrictions set forth in the 10b5-1 Plan as follows:Ventures VII:1,699,453 sharesVentures II:1,699,453 sharesCo-Investors I:11,409 sharesAll sales under the 10b5-1 Plan will be split between Ventures VII, Ventures II and Co-Investors II on a pro rata basis, roughly, 14.46%, 0.57% and 84.97%, respectively.The foregoing description is qualified in its entirety by reference to the form of 10b5-1 Plan, a copy of which is filed herewith as Exhibit 99.2 and incorporated by reference herein.

Exhibit 99.1 Joint Filing AgreementExhibit 99.2 Stock Sale Plan