What changed in this filing

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Item 1. Financial Statements

2025-08-07 compared with 2025-05-08 · 86 added, 66 removed, 274 unchanged (36% of the section changed)

28 unchanged sentences

Preferred stock, $ 0.001 par value;

200,000 shares authorized at March 31, 2025 and December 31, 2024;

no shares issued and outstanding at March 31, 2025 and December 31, 2024

200,000 shares authorized at June 30, 2025 and December 31, 2024;

no shares issued and outstanding at June 30, 2025 and December 31, 2024

Common stock, $ 0.001 par value;

100,000,000 shares authorized at March 31, 2025 and December 31, 2024;

30,974,559 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

100,000,000 shares authorized at June 30, 2025 and December 31, 2024;

30,988,108 and 30,974,559 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

30,988 30,975

7 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the three months ended March 31,

Three Months Ended

June 30, For the Six Months Ended

2025 2024 2025 2024

Operating expenses

5 unchanged sentences

Interest expense — 450,052 — 886,988

Interest income ( 619,054 ) ( 427,554 )

Gain on sale of asset — ( 1,145,141 )

Other (income) expense ( 40,641 ) 1,040

Interest and other income, net ( 533,090 ) ( 961,237 ) ( 1,191,333 ) ( 1,388,791 )

(Gain) from asset sales ( 89,363 ) — ( 89,363 ) ( 1,145,141 )

Other expense — 359 — 1,399

Total other (income) expense, net ( 622,453 ) ( 510,826 ) ( 1,280,696 ) ( 1,645,545 )

12 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended

For the Six Months Ended

Cash flows from operating activities:

5 unchanged sentences

Gain on sale of asset ( 89,363 ) ( 1,145,141 )

Write-down of vendor deposits — 246,000

Loss from disposal of assets — 10,794

Changes in assets and liabilities:

2 unchanged sentences

Accounts payable 2,584,507 ( 76,292 )

Accrued interest - related party — ( 1,369 )

Accrued interest - legal contingency — 150,146

9 unchanged sentences

Cash flows from financing activities:

Purchase under employee stock purchase plan

Proceeds from the issuance of common stock and warrants, net of equity issuance costs of $ 0 and $ 6,434,447 , respectively

9 unchanged sentences

$ 23,838,244 $ 83,201,056

Supplemental disclosures of non-cash financing activities:

Accrued financing charges $ — $ 2,096,054

See accompanying notes to the unaudited condensed consolidated financial statements.

11 unchanged sentences

Balance, March 31, 2025 30,974,559 $ 30,975 $ 201,272,330 $ ( 142,052,991 ) $ 59,250,314

Stock-based compensation expense 3,750 4 2,033,105 — 2,033,109

Purchases under employee stock purchase plan 9,799 9 18,149 — 18,158

Net loss for three months ended June 30, 2025 — — — ( 17,624,872 ) ( 17,624,872 )

Balance, June 30, 2025 30,988,108 $ 30,988 $ 203,323,584 $ ( 159,677,863 ) $ 43,676,709

Common Stock Additional

10 unchanged sentences

Balance, March 31, 2024 28,062,907 $ 28,063 $ 188,257,410 $ ( 109,402,080 ) $ 78,883,393

Stock-based compensation expense 5,000 5 1,828,469 — 1,828,474

Net loss for the three months ended June 30, 2024 — — — ( 7,902,816 ) ( 7,902,816 )

Balance, June 30, 2024 28,067,907 $ 28,068 $ 190,085,879 $ ( 117,304,896 ) $ 72,809,051

See accompanying notes to the unaudited condensed consolidated financial statements.

7 unchanged sentences

The Company is a clinical stage biotechnology company developing next-generation molecules that modulate G-protein-coupled receptors ("GPCRs") to treat obesity, overweight, and related conditions.

As of March 31, 2025, the Company has devoted substantially all its efforts to securing its product pipeline, carrying out research and development, preparing for and conducting clinical trials, building infrastructure and raising capital.

As of June 30, 2025, the Company has devoted substantially all its efforts to securing its product pipeline, carrying out research and development, preparing for and conducting clinical trials, building infrastructure and raising capital.

The Company has not yet realized revenue from its planned principal operations and is a number of years away from potentially being able to do so.

11 unchanged sentences

The unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, from which the prior year balance sheet information herein was derived.

During the three months ended March 31, 2025 , there were no changes to the Company's significant accounting policies as described in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 .

Certain reclassifications have been made to the amounts in prior periods to conform to the current period’s presentation, including reclassifying discovery research and development expense amounts from external clinical development expenses into other research and development expenses, as described in Note 8, Segment Reporting.

Such reclassifications did not have a material impact on the accompanying unaudited condensed consolidated financial statements.

During the six months ended June 30, 2025 , there were no changes to the Company's significant accounting policies as described in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 .

Pronouncements Implemented

5 unchanged sentences

The Company adopted this ASU as of January 1, 2025.

The Company's adoption of this ASU did not have a significant impact on the Company's condensed consolidated financial statements.

The company is evaluating the impact this ASU will have on its upcoming annual filing on the Form 10-K for the year ended December 31, 2025.

Recent Accounting Pronouncements Not Yet Adopted

6 unchanged sentences

Fair Value Measurement

The Company’s financial instruments measured at fair value on a recurring basis consist of Level 1 financial instruments.

The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands):

Fair Value Measurement as of March 31, 2025

Total Level 1

Money Market Funds (included in cash and cash equivalents) $ 31,963,993 $ 31,963,993

Treasury Obligations (included in cash and cash equivalents) 11,940,160 11,940,160

Total fair value of assets in cash and cash equivalents $ 43,904,153 $ 43,904,153

Treasury Obligations (included in short-term investments) 12,802,650 12,802,650

Total fair value of assets included in short-term investments $ 12,802,650 $ 12,802,650

The amount of unrealized gain (losses) was immaterial for the three months ended March 31, 2025.

The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy:

Fair Value Measurement as of June 30, 2025

Hierarchy Total

Money Market Funds (included in cash and cash equivalents) Level 1 $ 19,527,439

Treasury Obligations (included in short-term investments) Level 1 24,747,039

Total cash equivalents and marketable securities $ 44,274,478

Prepaid Expenses, Other Current Assets and Liabilities

Prepaid expenses consist of the following:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Prepaid clinical expenses $ 710,253 $ 13,078

Prepaid insurance 237,888 60,007

Total other prepaid expenses 315,671 128,876

1 unchanged sentence

Other current assets consist of the following:

March 31, 2025 December 31, 2024

AusIndustry incentive $ 8,228 $ 8,151

June 30, 2025 December 31, 2024

Vendor deposits 565,831 1,997,274

3 unchanged sentences

Other current liabilities consist of the following:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Research and development costs $ 1,858,242 $ 325,415

5 unchanged sentences

These judgements and estimates include assumptions regarding the Company’s future operating performance and the determination of the appropriate valuation methods.

Warrants vested and outstanding as of March 31, 2025, are summarized as follows:

Warrants vested and outstanding as of June 30, 2025, are summarized as follows:

Source Exercise

1 unchanged sentence

(Years) Number of

2015 Common Stock Warrants $ 1,250.00 0.06 400

2016 Common Stock Warrants to Service Providers 287.50 1.33 160

7 unchanged sentences

January 2024 Pre-Funded Warrants Common Stock 0.001 Indefinite 8,677,166

Total warrants outstanding as of March 31, 2025 11,799,416

As of March 31, 2025, all of the Company's warrants are fully vested .

Total warrants outstanding as of June 30, 2025 11,799,016

As of June 30, 2025, all of the Company's warrants are fully vested .

Stock-Based Compensation

8 unchanged sentences

Amended and Restated Omnibus Incentive Plan” and make certain administrative amendments (as so amended and restated, the "Amended and Restated Plan").

As of March 31, 2025, the Company had 1,170,197 shares available for future grant under the Amended and Restated Plan.

As of June 30, 2025, the Company had 324,615 shares available for future grant under the Amended and Restated Plan.

2024 Inducement Equity Incentive Plan

2 unchanged sentences

The Company has reserved 600,000 shares of the Company’s common stock for issuance pursuant to awards granted under the Inducement Plan.

As of March 31, 2025, the Company had 230,500 shares available for future grant under the Inducement Plan.

As of June 30, 2025, the Company had 142,500 shares available for future grant under the Inducement Plan.

Stock Options

The following is a summary of option activity under the Company’s Amended and Restated Plan and the Inducement Plan, for the three months ended March 31, 2025:

The following is a summary of option activity under the Company’s Amended and Restated Plan and the Inducement Plan, for the six months ended June 30, 2025:

Shares Weighted

5 unchanged sentences

Forfeited ( 44,000 ) 18.20

Outstanding, March 31, 2025 4,235,512 $ 6.32 9.03 $ —

Exercisable, March 31, 2025 979,924 $ 9.42 7.26 $ —

*The aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Company’s stock exceeded the exercise price of the stock options at March 31, 2025 for those stock options for which the quoted market price was in excess of the exercise price ("in-the-money options").

The weighted-average grant-date fair value of stock options granted during the three months ended March 31, 2025, was $ 2.11 .

Outstanding, June 30, 2025 4,523,762 $ 6.12 8.86 $ 2,077,424

Exercisable, June 30, 2025 1,352,313 $ 8.39 7.65 $ 339,360

*The aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Company’s stock exceeded the exercise price of the stock options at June 30, 2025 for those stock options for which the quoted market price was in excess of the exercise price ("in-the-money options").

The weighted-average grant-date fair value of stock options granted during the six months ended June 30, 2025, was $ 2.17 .

The fair value of each stock option grant was estimated on the date of grant using the Black-Scholes option-pricing model under the following assumptions:

Three Months Ended

March 31, 2025

Six Months Ended

Dividend yield 0.00 % 0.00 %

Volatility factor 83.87 - 85.93 %

Volatility 83.86 - 85.93 %

99.58 - 99.96 %

Risk-free interest rate 3.93 - 4.27 %

4.26 - 4.48 %

Expected term (years) 5.27 - 6.08

Restricted Stock Units

The following is a summary of restricted stock unit activity during the year ended March 31, 2025:

The following is a summary of restricted stock unit ("RSU") activity during the six months ended June 30, 2025:

Shares Weighted

Exercise Price

Average Grant Date Fair Value

Unvested, December 31, 2024 503,113 $ 9.62

Unvested, March 31, 2025 503,113 $ 9.62

Vested ( 3,750 ) 7.56

Unvested, June 30, 2025 499,363 $ 9.63

2022 Employee Stock Purchase Plan

In June 2022, the Board approved the 2022 Employee Stock Purchase Plan (the "ESPP"), under which the Company may offer eligible employees the option to purchase common stock at a 15 % discount to the lower of the market value of the stock at the beginning or end of each participation period under the terms of the ESPP.

Total individual purchases in any year are limited to

15 % of compensation.

The ESPP was approved by the Company's stockholders on September 30, 2022.

As of June 30, 2025, 9,799 shares were issued under the ESPP.

Stock-Based Compensation Expense

The Company recognizes stock-based compensation expense using the straight-line method over the requisite service period or derived service period.

The Company recognized stock-based compensation expense for the stock options and the restricted stock units ("RSUs") discussed above, in its Unaudited Condensed Consolidated Statements of Operations as follows:

The Company recognized stock-based compensation expense for the stock options, ESPP, and the RSUs discussed above, in its unaudited condensed consolidated statements of operations as follows:

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Research and development $ 519,018 $ 303,081 $ 1,008,606 $ 695,719

1 unchanged sentence

$ 2,033,109 $ 1,828,469 $ 4,235,018 $ 4,306,653

The total amount of unrecognized compensation cost was $ 15,034,895 as of March 31, 2025.

The total amount of unrecognized compensation cost was $ 13,710,239 as of June 30, 2025.

This amount will be recognized over a weighted average period of 2.71 years.

2022 Employee Stock Purchase Plan

Total individual purchases in any year are limited to 15 % of compensation.

The ESPP was approved by the Company's stockholders on September 30, 2022.

As of March 31, 2025, no shares were issued under the ESPP.

The compensation expense, computed using the Black-Scholes model was immaterial.

Loss Per Share of Common Stock

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Basic EPS and diluted EPS:

6 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Stock options 4,523,762 1,190,599 4,523,762 1,190,599

1 unchanged sentence

Unvested restricted stock units 499,363 503,446 499,363 503,446

Unvested restricted stock — 5,000

Convertible debt — 968,973 — 968,973

7 unchanged sentences

The Company is a party to a legal proceeding with a former employee alleging, among other things, wrongful termination, violation of whistleblower protections under the Sarbanes-Oxley Act of 2002, and retaliation under California law against the Company relating to certain actions and events that occurred with the Company's former management during the employee's employment term from March 2018 to July 2019.

The complaint seeks unspecified economic and non-economic losses, as well as attorneys’ fees.

The case, entitled Wendy Cunning vs Skye Bioscience, Inc.

1 unchanged sentence

District Court (the "District Court") for the Central District of California (the “Cunning Lawsuit”).

On January 18, 2023, a jury rendered a verdict in favor of Ms.

Cunning and awarded her $ 512,500 in economic damages (e.g., lost earnings, future earnings and interest), $ 840,960 in non-economic damages (e.g., emotional distress) and $ 3,500,000 in punitive damages.

On January 18, 2023, a jury rendered a verdict in favor of the plaintiff and awarded her $ 512,500 in economic damages (e.g., lost earnings, future earnings and interest), $ 840,960 in non-economic damages (e.g., emotional distress) and $ 3,500,000 in punitive damages.

On August 2, 2023, the District Court ruled on the plaintiff's motion for attorney fees and awarded the plaintiff $ 1,200,008 .

5 unchanged sentences

The new trial is currently scheduled to be held in September 2025.

During the year ended December 31, 2024, management revised its assumptions related to its estimate of the legal contingency and the the Company reversed the accrued interest on the original judgment and recognized a gain of $ 4,234,717 in change in estimate for legal contingencies.

As of March 31, 2025, the estimated legal contingency, including accrued legal expenses, is $ 1,913,003 .

During the year ended December 31, 2024, management revised its assumptions related to its estimate of the legal contingency and the Company reversed the accrued interest on the original judgment and recognized a gain of $ 4,234,717 in change in estimate for legal contingencies.

As of June 30, 2025, the estimated legal contingency, including accrued legal expenses, is $ 1,806,065 .

In arriving at the conclusion that a significant portion of the estimated legal contingency should be reversed, the Company considered the following in revising its assumptions:

12 unchanged sentences

In addition to the significant expense categories included within consolidated net loss presented on the Company's Consolidated Statements of Operations, see below for disaggregated amounts that comprise research and development expenses which are presented to the Company's CODM for review:

Three Months Ended

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

External clinical development expenses (1)

SBI-100 $ 5,408 $ 860,694

nimacimab 5,184,865 129,120

$ — $ 1,113,457 $ 2,241 $ 2,007,817

11,720,218 1,649,326 16,638,640 1,805,093

Total External clinical development expenses

11,720,218 2,762,783 16,640,881 3,812,910

Personnel related and stock-based compensation

1,408,024 844,863 2,745,773 1,656,652

Other research and development expenses (2)

1 unchanged sentence

Total research and development expenses

(1) External clinical development expenses include expenses for clinical trial costs and clinical manufacturing, as well as costs for discovery in research and development studies.

(2) Other research and development expenses include expenses for travel and entertainment, consulting and advisory and general business expenses.

The amount of property and equipment in the US was equal to $ 81,180 and $ 144,006 for March 31, 2025, and December 31, 2024 , respectively.

The amount of property and equipment outside of the US was equal to $ 1,222,967 , and $ 1,522,258 for March 31, 2025, and December 31, 2024 , respectively.

$ 14,337,753 $ 4,078,751 $ 21,535,010 $ 6,025,201

(1) External clinical development expenses include expenses for clinical trial costs and clinical manufacturing.

(2) Other research and development expenses include expenses for travel and entertainment, consulting and advisory, discovery research and development, and general business expenses.

The net book value of property and equipment in the US was equal to $ 72,597 and $ 83,276 for June 30, 2025, and December 31, 2024 , respectively.

The net book value of property and equipment outside of the US was equal to $ 1,096,459 , and $ 1,349,476 for June 30, 2025, and December 31, 2024 , respectively.

Subsequent Events

Subsequent to March 31, 2025 , the Company granted an aggr egate of 119,000 optio ns to purchase common stock to its employees under the Inducement Plan.

Subsequent to June 30, 2025 , the Company granted an aggr egate of 160,000 optio ns to purchase common stock to its employees under the Amended and Restated Omnibus Equity Incentive Plan.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements