InsiderTrades

Form 4 for SKYE Skye Bioscience, Inc.

Accepted 2023-08-22 00:00:00 ET · period of report 2023-08-18 · accession 0001516551-23-000052 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X Filed Traded Ticker Insider Title Type Price Qty Owned ΔOwn Value
DMI 2023-08-22 2023-08-18 SKYE Schwab Andrew J. Dir, 10% A - Grant $0.01 +1.13B 267.60M New +$11.31M
DI 2023-08-22 2023-08-18 SKYE Schwab Andrew J. Dir, 10% A - Grant $0.00 +426.35M 426.35M New $0

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#TableSecurityDateCodeA/DSharesPriceOwned afterOwnExercise / expiryUnderlyingFootnotes
1 Common Common Stock 2023-08-18 A A 10,558,878 — 10,558,878 I By 5AM Co-Investors II, L.P. — — (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. (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.
2 Common Common Stock 2023-08-18 A A 684,361,447 $0.01 684,361,447 I By 5AM Ventures VII, L.P. — — (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.
3 Common Common Stock 2023-08-18 A A 161,944,872 $0.01 429,546,911 I By 5AM Ventures II, L.P. — — (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. (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.
4 Common Common Stock 2023-08-18 A A 6,389,921 $0.01 16,948,799 I By 5AM Co-Investors II, L.P. — — (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. (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.
5 Common Common Stock 2023-08-18 A A 267,602,039 — 267,602,039 I By 5AM Ventures II, L.P. — — (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.
6 Derivative Warrant (Right to Buy) 2023-08-18 A A 426,348,120 $0.00 426,348,120 I By 5AM Ventures VII, L.P. $0.02 · 2023-08-18 to 2033-08-18 426,348,120 Common Stock (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.