Skye Bioscience (SKYE) Proxy filing summary

Executive summary

• Skye Bioscience and Redx Pharma have entered into a definitive agreement for Skye to acquire Redx via a UK scheme of arrangement, creating a combined company to be named Fibrx Therapeutics, focused on fibrosis therapies and listed on Nasdaq.

• The transaction is supported by $125 million in committed financing from new and existing healthcare investors, including a $68 million PIPE and a $36 million Series A financing, with an additional $22 million equity line facility and a $5 million warrant.

• The combined company will be led by Redx’s management team, with Lisa Anson as CEO, and will be headquartered in Alderley Park, UK.

• Upon closing, pre-transaction Redx equity holders will own approximately 46.17%, Skye equity holders 5.38%, and financing investors 48.45% of the combined company, subject to adjustments based on Skye’s net cash at closing.

• The lead program, RXC008, is a GI-restricted pan-ROCK inhibitor for fibrostenotic Crohn’s disease, with Phase 2 initiation planned for Q4 2026 and topline data expected in H2 2028.

Voting matters and shareholder proposals

• The transaction requires approval by both Skye and Redx shareholders, sanction by the UK High Court, and Nasdaq listing approval.

• Voting and support agreements have been executed by significant shareholders of both companies to vote in favor of the transaction.

• Skye will file a proxy statement with the SEC for a special meeting of stockholders to approve the share issuance, change of control, amendments to the articles of incorporation, and other necessary matters.

Board of directors and corporate governance

• The combined company’s board will be majority comprised of current Redx directors, with Redx designating the directors post-closing.

• Skye’s pre-closing board will designate one non-voting observer for one year post-closing.

• All current Skye executive officers and directors are expected to resign at closing.