Document

PRE 14A 1 skye_20260406xproxyxprelim.htm PRE 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

2026 Stockholder Letter

To the Stockholders of Skye Bioscience, Inc.:

2025 was an important year for Skye. We moved nimacimab to proof-of-concept in obesity and, in doing so, generated clinical, translational and preclinical findings that sharpened our development path and strengthened our conviction in peripheral CB1 inhibition as a differentiated metabolic mechanism.

Our objective remains straightforward: build a therapy that can complement today’s incretin-based medicines by improving the quality, durability and tolerability of weight loss. We believe the latest CBeyond™ data, combined with our translational work, support that strategy and provide a clearer roadmap for what comes next.

What We Learned from CBeyond™

CBeyond delivered an important clinical signal for nimacimab in combination with semaglutide. At 26 weeks, the combination arm showed clinically meaningful additional weight loss versus semaglutide alone, along with statistically significant improvements in waist circumference and lean-to-fat mass ratio. In the 52-week extension, the combination arm reached 22.3% mean weight loss, with no plateau observed.

We also believe the safety profile remains encouraging. Through 52 weeks, nimacimab 200 mg showed placebo-like tolerability, with no nimacimab-associated neuropsychiatric signal observed to date and no additive gastrointestinal burden when used in combination with semaglutide.

A Clearer Development Path

Equally important, the monotherapy arm helped answer a development question. Based on the full dataset and our biodistribution work, we believe the 200 mg weekly dose underexposed key peripheral tissues. In other words, the result appears to reflect dose and exposure, not a limitation of the pathway itself.

That learning has shaped our next steps. We have initiated a higher-dose expansion of CBeyond to generate safety and pharmacokinetic data at greater exposures, and we are continuing to monitor closely for neuropsychiatric events while preserving nimacimab’s central-sparing profile.

We also saw encouraging off-treatment follow-up data. In the combination cohort, participants regained less weight than those who had received semaglutide alone, and body composition findings suggested fat-mass loss was maintained during the off-therapy period. We believe those observations further support nimacimab’s differentiated mechanism.

Preparing for Phase 2b

During 2025 and into 2026, we have continued to translate these findings into a practical development plan. We are incorporating FDA feedback into our Phase 2b design, advancing a high-concentration formulation and working with Halozyme, Inc. to evaluate ENHANZE® technology to support higher-exposure subcutaneous delivery.

Our goal for 2026 is to answer the key value-driving question for nimacimab: what exposure and duration of peripheral CB1 engagement are required to deliver clinically meaningful efficacy with an acceptable safety margin? We believe the expansion study is designed to help us answer that question efficiently and position the program for its next stage of development.

Expanding the Platform

Beyond nimacimab as a standalone asset, we also reported early proof-of-concept for our first antibody-peptide conjugate program. These data support a broader view of Skye as a multi-mechanism metabolic company, using a clinically characterized antibody backbone to pursue combination-like biology in new formats.

We see this work as an extension of the same strategy that guides our lead program: focus on differentiated biology, develop with discipline and create assets that can fit into the real-world treatment landscape for obesity and related metabolic disease.

Executing with Discipline

We continue to manage the business with focus and capital discipline, aligning our operating plan around the studies, formulation work and regulatory steps that matter most. Our team remains concentrated on translating the current data into a clear dose-selection path, practical product profile and Phase 2b readiness.

Looking Ahead

The coming year is about execution. We expect additional data from the CBeyond™ expansion study, continued progress on subcutaneous delivery and further advancement of our bioconjugation platform. Each of these steps is intended to strengthen the long-term value of the franchise while keeping our near-term priorities clear.

We appreciate the continued support of our stockholders as we advance this work. We believe Skye is better positioned today than it was a year ago, with a more informed clinical plan, a sharper product strategy and a broader innovation platform.

Thank you for your support.

Sincerely,

Punit Dhillon
Chief Executive Officer

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


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

Dear Stockholder:

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT

Date:

[ ]

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 2026 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 [ ], 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/SKYE2026. 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 2027 annual meeting of stockholders;


2						To consider and vote upon the ratification of the selection of CBIZ CPAs P.C. as our independent registered public accounting firm for the year ending December 31, 2026;


3						To consider and vote upon the approval of an amendment to our Articles of Incorporation to increase the number of authorized shares of our common stock from 100,000,000 to 300,000,000;


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


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 [ ], 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 also provides 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,

Punit Dhillon
Chief Executive Officer and Director

San Diego, California

[ ], 2026

Table of Contents


Proxy Statement			1
Important Information About the 2026 Annual Meeting of Stockholders and Voting			2
Proposal 1: Election of Directors			10
Nominees for Election Until the Next Annual Meeting			10
Independence of the Board of Directors			17
Board Leadership Structure			17
The Board’s Role in Risk Oversight			18
Board of Directors Meetings			18
Committees of the Board of Directors			18
Audit Committee			19
Compensation Committee			19
Nominating & Corporate Governance Committee			20
Anti-Hedging Policies			20
Compensation Recoupment Policy			20
Insider Trading Policy			21
Director Selection Process			21
Director Attendance at Annual Meetings			21
Communication with our Board of Directors			21
Code of Business Conduct and Ethics			22
Corporate Governance Guidelines			22
Director Compensation			22
Vote Required; Recommendation of the Board of Directors			25
Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm			26
Independent Registered Public Accounting Firm’s Fees			27
Pre-Approval Policies and Procedures			27
Report of the Audit Committee of the Board of Directors			28
Vote Required; Recommendation of the Board of Directors			29
Proposal 3: Approval of the Amendment to Our Articles of Incorporation to Increase the Number of Authorized Shares of Common Stock			30
Vote Required; Recommendation of the Board of Directors			32
Proposal 4: Approval of the Compensation of the Named Executive Officers			33
Vote Required; Recommendation of the Board of Directors			33
Security Ownership of Certain Beneficial Owners and Management			35


Executive Officers			38
Executive Compensation and Other Information			40
Overview			40
Summary Compensation Table			41
Narrative Disclosure to Summary Compensation Table			41
Retirement Plan			45
Change in Control Benefits			46
Outstanding Equity Awards at Fiscal Year-end			47
Equity Compensation Plan Information			49
Pay Versus Performance			50
Compensation Actually Paid and Cumulative TSR of the Company			52
Compensation Actually Paid and Net Income			52
Policies and Practices Related to the Grant of Equity Grant Awards			53
Certain Relationships And Related Person Transactions			54
Director and Executive Officer Compensation			54
Employment Agreements			54
Indemnification Agreements			54
Equity Grants to Executive Officers			54
2024 PIPE Financings			54
Warrant Amendment			55
Policies and Procedures for Related Party Transactions			55
Householding of Proxy Materials			56
Stockholder Proposals			57
Adjournment of the Annual Meeting of Shareholders			58
Where You Can Find More Information			59
Forward Looking Statements			60
Annex A: Certificate of Amendment to the Company's Articles of Incorporation			A-1



1						To elect each of the six nominees as members of our Board of Directors for a one-year term expiring at the 2027 annual meeting of stockholders;


2						To consider and vote upon the ratification of the appointment of CBIZ CPAs P.C. as our independent registered public accountants for the year ending December 31, 2026.


3						To consider and vote upon the approval of an amendment to our Articles of Incorporation to increase the number of authorized shares of our common stock from 100,000,000 to 300,000,000 (the "Authorized Common Stock Amendment").


4						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”).



			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 [ ], 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/SKYE2026], 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	61	Chairman of the Board	2023
Deborah Charych	62	Director	2023
Punit Dhillon	45	Director and Chief Executive Officer	2018
Annalisa Jenkins	60	Director	2024
Karen Smith	58	Director	2024
Andrew J. Schwab	55	Director	2023


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

Deborah Charych	45,000	—	71,940	—	116,940
Paul Grayson	91,875	—	277,483	—	369,358
Annalisa Jenkins	61,875	—	71,940	—	133,815
Andrew J. Schwab	37,500	—	71,940	—	109,440
Karen Smith	60,000	—	71,940	—	131,940


Name	Stock Awards Outstanding at December 31, 2025	Number of Securities Underlying Options Awards Outstanding at December 31, 2025

Deborah Charych	—	161,001
Paul Grayson	161,563	240,000
Annalisa Jenkins	—	145,000
Andrew J. Schwab	—	160,001
Karen Smith	—	145,000


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


	Year Ended December 31,
	2025 ($)	2024 ($)

Audit Fees(1)(2)	307,125	283,440
Audit-Related Fees	15,750	76,937
Tax Fees(3)(4)	—	—
All Other Fees(5)	—	—
Total	322,875	360,377


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)	11,387,156	30.9	%
Entities affiliated with Versant Venture Capital III, L.P.(2)	2,530,950	7.1	%
Named Executive Officers and Directors
Punit Dhillon, Director, Chief Executive Officer(3)	672,378	1.9	%
Kaitlyn Arsenault, Former Chief Financial Officer(4)	294,023	*%
Tuan Diep, Chief Operating Officer(5)	227,347	*%
Dr. Deborah Charych, Director(6)	172,667	*%
Paul Grayson, Director(7)	349,804	*%
Dr. Annalisa Jenkins, Director(8)	156,666	*%
Andrew J. Schwab, Director(9)	171,667	*%
Dr. Karen Smith, Director(10)	156,666	*%
All current executive officers and directors as a group (9 persons)	2,201,218	6.2	%


Name	Age	Position

Punit Dhillon	45	President and Chief Executive Officer
Tu Diep, M.S.	45	Chief Operating Officer
John P. Sharp	61	Chief Financial Officer
Chris Twitty, Ph.D.	54	Chief Scientific Officer


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

Punit Dhillon Chief Executive Officer	2025	610,000	—	532,231	219,600	1,361,831
	2024	458,333	1,501,679	3,923,850	255,763	6,139,625
Kaitlyn Arsenault Former Chief Financial Officer(4)	2025	450,000	—	319,339	119,250	888,589
	2024	365,000	408,393	1,355,071	138,361	2,266,825
Tu Diep Chief Operating Officer	2025	440,000	—	319,339	116,600	875,939
	2024	358,333	376,585	1,355,071	117,179	2,207,168


Name and Position	Total Repriced Options	Original Exercise Price of Repriced Options

Punit Dhillon Chief Executive Officer	1,103,959	$2.89 to $14.56
Tu Diep Chief Operating Officer	396,295	$2.89 to $14.56


		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)	—	—	27.50	2/6/2025
	4/27/2020(2)	—	—	15.00	4/27/2025
	8/3/2020(2)	—	—	20.00	8/3/2025
	8/7/2020(2)	36,000	—	11.25	8/7/2030
	12/14/2021(4)	12,360	—	14.50	12/14/2031
	8/25/2023(5)	5,258	3,755	3.50	8/25/2033
	8/25/2023(6)							20,278	15,202
	9/29/2023(5)	12,591	8,995	3.50	9/29/2033
	9/29/2023(6)							48,568	36,411
	2/29/2024(5)	57,291	67,709	14.56	3/1/2034
	2/29/2024(7)							100,000	56,228
	10/28/2024(5)	189,583	460,417	5.15	10/28/2034
	2/24/2025(5)	52,083	197,917	2.89	2/24/2035
Kaitlyn Arsenault Former CFO	9/15/2021(3)	1,600	—	30.00	9/15/2031
	10/4/2021(3)	6,400	—	22.50	10/4/2031
	12/14/2021(4)	7,080	—	14.50	12/14/2031
	8/25/2023(5)	7,807	5,576	3.50	8/25/2033
	8/25/2023(6)							13,382	10,032
	9/29/2023(5)	18,697	13,356	3.50	9/29/2033
	9/29/2023(6)							32,053	24,030
	2/29/2024(5)	34,375	40,625	14.56	3/1/2034
	2/29/2024(7)							25,000	14,057
	10/28/2024(5)	36,458	88,542	5.15	10/28/2034
	2/24/2025(5)	31,250	118,750	2.89	2/24/2035


Plan category	(A) Number of securities to be issued upon exercise of outstanding options and rights (1) (#)	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(2)	4,569,168	5.83	319,822
2022 Employee Stock Purchase Plan(3)	—	—	328,427
Equity compensation plans not approved by security holder
Inducement Plan(4)	451,875	4.85	142,500
Total Equity Incentive Plans (5)	5,021,043		790,749


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)

2025	1,361,831	(148,284)	882,264	339,391	18.51	(55,924,814)
2024	6,139,625	2,823,424	2,236,997	1,141,803	69.88	(26,567,123)
2023	1,807,338	1,254,456	1,270,290	874,797	67.16	(37,644,784)


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

2025	1,361,831	(532,231)	(977,884)	(148,284)
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


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 ($)

2025	72,078	(1,091,734)	89,138	(47,366)	(977,884)
2024	1,229,022	152,978	155,374	491,525	2,028,899
2023	554,219	(35,861)	4,811	11,287	534,456


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) ($)	Average Compensation Actually Paid to Non-PEO NEOs ($)

2025	882,264	(319,339)	(223,534)	339,391
2024	2,236,997	(1,710,384)	615,190	1,141,803
2023	1,270,290	(794,290)	398,797	874,797


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	2/24/2025	250,000	2.89	2.13		-7.27	%	(3)
Kaitlyn Arsenault	2/24/2025	150,000	2.89	2.13		-7.27	%	(3)
Tu Diep	2/24/2025	150,000	2.89	2.13		-7.27	%	(3)

SEC Form PRE 14A filed by Skye Bioscience Inc.