Skye Bioscience (SKYE) Proxy filing summary

Executive summary

• Proposed acquisition of Redx through a UK court-sanctioned scheme; expected completion in Q4 2026, subject to stockholder, shareholder, Court and other closing approvals.

• Post-close focus: fibrosis, led by Redx management; RXC008 Phase 2 planned for Q4 2026, with topline data expected in H2 2028.

• Financing includes Redx’s $36.0m Series A and a $67.9m PIPE, potentially increasing to $72.9m; closing requires at least $125m in aggregate financing proceeds.

• At the assumed 0.0892 exchange ratio, Redx holders are expected to own 59.74%, existing holders 5.38% and financing investors 34.88%; the valuation-floor case reduces existing holders to 0.78%.

Voting matters and shareholder proposals

• Five proposals seek approval of the transaction, share issuance, amended articles, transaction-related executive compensation and possible adjournment; the board unanimously recommends FOR each.

• Transaction and share-issuance proposals require a majority of votes cast; the articles proposal requires a majority of outstanding voting power, with abstentions having the same effect as AGAINST.

• Share issuance approval covers more than 20% of pre-transaction shares and a change of control; maximum issuance is ~794.1m shares if the $2.0m valuation floor applies.

• Compensation approval is advisory and not a closing condition; transaction-related payments may proceed under existing arrangements even if stockholders reject the proposal.

Board of directors and corporate governance

• Redx will designate the post-close board, expected to have seven members; one non-voting observer designated by the pre-close board will serve for one year after closing.

• Redx’s expected executive team includes Lisa Anson as CEO, Peter Collum as CFO, Mei-Lun Wang as CMO, Caroline Phillips as CSO and Clifford Jones as CTO.

• The board unanimously approved the transaction after reviewing alternatives and risks; Stifel’s Aug. 12, 2026 opinion found the share deliverables fair to existing holders from a financial point of view.