Item 5. Other Information
Item 5. Other Information.
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
On April 24, 2025 , Kaitlyn Arsenault , the Company’s Chief Financial Officer , adopted a Rule 10b5-1 trading plan. Ms. Arsenault's Rule 10b5-1 trading plan is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c ) under the Exchange Act ("Rule 10b5-1(c)") and provides for (i) the potential sale of up to 45,434 shares of the Company’s common stock subject to restricted stock units held by Ms. Arsenault until December 31, 2027 and (ii) the sale of an indeterminate number of shares of the Company's common stock at market prices sufficient to cover Ms. Arsenault's tax liability upon the vesting of the unvested restricted stock units held by Ms. Arsenault until December 31, 2027.
On April 25, 2025 , Paul Grayson , the Chairman of the Company's Board of Directors , adopted a Rule 10b5-1 trading plan. Mr. Grayson's Rule 10b5-1 trading plan is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and provides for (i) the potential sale of up to 86,563 shares of the Company’s common stock subject to restricted stock units held by Mr. Grayson until December 31, 2026 , which amount includes the sale of an indeterminate number of shares of the Company's common stock at market prices sufficient to cover Mr. Grayson's tax liability upon the vesting of the unvested restricted stock units held by Mr. Grayson until December 31, 2026 and (ii) the potential sale of up to 98,138 shares of the Company’s common stock held by Mr. Grayson until December 31, 2026.
On April 25, 2025 , Chris Twitty , the Company’s Chief Scientific Officer , adopted a Rule 10b5-1 trading plan. Dr. Twitty's Rule 10b5-1 trading plan is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and provides for the sale of an indeterminate number of shares of the Company's common stock at market prices sufficient to cover Dr. Twitty's tax liability upon the vesting of the unvested restricted stock units held by Dr. Twitty until December 31, 2026 .
On April 29, 2025 , Tu Diep , the Company’s Chief Operating Officer , adopted a Rule 10b5-1 trading plan. Mr. Diep's Rule 10b5-1 trading plan is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and provides for the sale of an indeterminate number of shares of the Company's common stock at market prices sufficient to cover Mr. Diep's tax liability upon the vesting of the unvested restricted stock units held by Mr. Diep until December 31, 2026 .
No other officers or directors, as defined in Rule 16a‐1 (f) under the Exchange Act, adopted and/or terminated a "Rule 10b5‐1 trading arrangement" or a "non‐Rule 10b5‐1 trading arrangement," as defined in Regulation S‐K Item 408, during the last fiscal quarter.
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Item 6. Exhibits.
3.1 Amended and Restated Articles of Incorporation of Registrant (incorporated by reference to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 22, 2024)
3.2 Amended and Restated Bylaws of Registrant (incorporated by reference to Exhibit 3.2 to our Annual Report on Form 10-K for the year ended December 31, 2020 filed on March 2, 2021)
31.1 Certification of Principal Executive Officer, pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934
31.2 Certification of Principal Financial Officer, pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934
32.1* Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2* Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101 The following materials from the Skye Biosciences, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) Condensed Consolidated Balance Sheets (Unaudited), (ii) Condensed Consolidated Statements of Operations (Unaudited), (iii) Condensed Consolidated Statements of Cash Flows (Unaudited), (iv) Condensed Consolidated Statements of Stockholders’ Deficit (Unaudited), and (v) related Notes to the Unaudited Condensed Consolidated Financial Statements.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
________
* This certification is deemed not filed for purpose of section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Skye Bioscience, Inc.,
a Nevada corporation
August 7, 2025 By: /s/ Punit Dhillon
Punit Dhillon
Its: Chief Executive Officer, Secretary and Director
(Principal Executive Officer)
August 7, 2025 By: /s/ Kaitlyn Arsenault
Kaitlyn Arsenault
Its: Chief Financial Officer
(Principal Financial and Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.