# 5AM Partners VII, LLC — merger/scheme_of_arrangement [pending]
Source: sec.gov · situation sit_85032769a7b3da48bd10 · public 7339565041590645420 · retrieved 2026-08-19T12:55:12.672Z

## Overview
Skye Bioscience, Inc. is a pharmaceutical company that develops and commercializes cannabis-derived therapeutics and other pharmaceutical preparations.

On August 14, 2026, Skye Bioscience, Inc. (the Issuer) entered into a transaction agreement with Redx Pharma Limited to acquire Redx's entire issued and to-be-issued share capital via a scheme of arrangement under UK law. Upon the effective time of the scheme, Redx shareholders will receive shares of Skye common stock and/or non-voting common stock (convertible one-for-one into common stock) calculated per an exchange ratio formula. On a pro forma basis post-closing, Redx pre-transaction equityholders are expected to own approximately 46.17% of the combined company, Skye pre-transaction equityholders approximately 5.38%, and concurrent financing and Series A financing investors approximately 48.45% (fully diluted). Concurrently, Skye agreed to sell up to $72.9 million in common and non-voting common stock to accredited investors, including 5AM Ventures VII, L.P. (investing up to $10 million), with closing anticipated immediately after the transaction closes. Redx separately is raising $36.0 million in Series A financing prior to closing, with those shares becoming part of the scheme shares.

## Terms
- Counterparty: Redx Pharma Limited · Consideration: stock · Stake: 46.17%

## Key dates
- Announced 2026-08-18

## Timeline
- 2026-08-18 · SCHEDULE 13D/A (0001873545-26-000007): SCHEDULE 13D/A - 5AM Partners VII, LLC — *Skye Bioscience, Inc. is a pharmaceutical company that develops and commercializes cannabis-derived therapeutics and other pharmaceutical preparations.* On August 14, 2026, Skye Bioscience, Inc. (the Issuer) entered into a transaction agreement with Redx Pharma Limited to acquire Redx's entire issued and to-be-issued share capital via a scheme of arrangement under UK law. Upon the effective time of the scheme, Redx shareholders will receive shares of Skye common stock and/or non-voting common stock (convertible one-for-one into common stock) calculated per an exchange ratio formula. On a pro forma basis post-closing, Redx pre-transaction equityholders are expected to own approximately 46.17% of the combined company, Skye pre-transaction equityholders approximately 5.38%, and concurrent financing and Series A financing investors approximately 48.45% (fully diluted). Concurrently, Skye agreed to sell up to $72.9 million in common and non-voting common stock to accredited investors, including 5AM Ventures VII, L.P. (investing up to $10 million), with closing anticipated immediately after the transaction closes. Redx separately is raising $36.0 million in Series A financing prior to closing, with those shares becoming part of the scheme shares.
  https://www.sec.gov/Archives/edgar/data/1873545/0001873545-26-000007.txt

## Citations
- 0001873545-26-000007 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000187354526000007