Skye Bioscience (SKYE) Proxy filing summary

Executive summary

• Proposed acquisition of Redx via a UK court-sanctioned scheme; closing targeted for Q4 2026, subject to shareholder, court, regulatory and Nasdaq conditions.

• Combined business expected to be renamed Fibrx Therapeutics, focus on fibrosis and be led by Redx’s management and board; lead program RXC008 targets fibrostenotic Crohn’s disease.

• At the assumed 0.0892 exchange ratio, Redx holders are projected to own 59.74%, existing holders 5.38% and financing investors 34.88%; if the $2.0 million valuation floor applies, those stakes become 62.75%, 0.78% and 36.47%.

• Financing includes Redx’s $36.0 million Series A, a $67.9 million PIPE that may rise to $72.9 million, and an equity line of up to $22.0 million subject to funding thresholds.

Voting matters and shareholder proposals

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

• Transaction, share issuance and adjournment require a majority of votes cast; the articles proposal requires a majority of outstanding voting power; compensation is advisory and non-binding.

• Transaction approval, share issuance and articles approval are closing conditions; the share issuance would exceed 20% of pre-transaction shares and trigger a Nasdaq change of control.

• Redx scheme approval requires a majority in number representing at least 75% in value of scheme shares voted, plus the related shareholder resolution and court sanction.

Board of directors and corporate governance

• Redx will designate the combined board, expected to have seven directors; current directors may designate one non-voting observer for one year after closing.

• Redx-designated executives are expected to lead, including Lisa Anson as CEO, Peter Collum as CFO, Mei-Lun Wang as CMO, Caroline Phillips as CSO and Clifford Jones as CTO.

• Stifel delivered an August 12, 2026 fairness opinion that the share deliverables were fair to existing holders from a financial point of view, subject to its assumptions and limitations.