Entry into a Material Definitive Agreement.


 

As previously disclosed on the Current Report on Form 8-K filed by Skye Bioscience, Inc., a Nevada corporation (the "Company"), with the U.S. Securities and Exchange Commission (the "SEC") on August 14, 2026, concurrently with the entry by the Company into (1) that certain Transaction Agreement (the "Transaction Agreement") with Redx Pharma Limited, a private limited company incorporated in England and Wales with registered number 07368089, and (2) that certain Securities Purchase Agreement (the "PIPE SPA") with the investors identified therein (the "PIPE Investors"), on August 14, 2026, the Company entered into a binding term sheet (the "Term Sheet") with a fund affiliated with Redmile Group, LLC ("Redmile"), pursuant to which, and subject to the terms and conditions therein, the Company and Redmile agreed to enter into definitive documentation with respect to the ELOC (as defined below) and the Warrant (as defined below) within seven days of the date of the Term Sheet.


 

In accordance with the Term Sheet, on August 21, 2026, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement") with Redmile Biopharma Investments III, L.P. ("Buyer"), an affiliate of Redmile, pursuant to which, and in accordance with the terms and conditions set forth therein, the Company will be required, subject to the limitations and conditions set forth therein, to sell to Buyer, and Buyer will be obligated to purchase: (i) shares (the "ELOC Common Shares") of common stock of the Company, par value of $0.001 per share (the "Common Stock"), and (ii) if applicable pursuant to the terms of the Purchase Agreement, shares of non-voting common stock (the "ELOC Non-Voting Shares" and, together with the ELOC Common Shares, the "ELOC Shares") of the Company to be established prior to the Effective Time (as defined in the Transaction Agreement), which shares will be convertible into shares of Common Stock on a one-for-one basis (the "Non-Voting Common Stock"), with an aggregate purchase price of up to $22,000,000, which amount shall be reduced by the amount, if any, by which the aggregate gross equity proceeds actually funded to the Company in connection with the closing of the issuance and sale of equity securities by the Company pursuant to the PIPE SPA (the "PIPE") (including any additional equity financings occurring or closing concurrently with or in connection with the PIPE, which, for the avoidance of doubt shall include the Series A Investment Amount (as defined in the Transaction Agreement)) (the "Funded PIPE Amount") exceeds $103,000,000; provided that, if the Funded PIPE Amount equals or exceeds $125,000,000, the Company shall not be required to sell, and the Buyer shall not be required to purchase, any ELOC Shares pursuant to the Purchase Agreement (the "ELOC").