Skye Bioscience, Inc. filed an amended preliminary proxy statement (PRER14A, Amendment No. 1) on October 28, 2026, asking stockholders to vote on a proposed acquisition of Redx Pharma Limited via a scheme of arrangement under UK law, with associated financing transactions.

Key Highlights

  • Transaction Agreement dated August 14, 2026: Skye Bioscience agreed to acquire the entire issued and to be issued share capital of Redx Pharma Limited through a scheme of arrangement under Part 26 of the United Kingdom Companies Act 2006.
  • Assumed exchange ratio of 0.0892: Each Redx scheme share would be exchanged for approximately 0.0892 shares of Skye common stock (par value $0.001 per share), subject to certain adjustments described in the proxy statement.
  • Series A Financing of $36.0 million: On August 27, 2026, Redx issued Series A Preferred shares for an aggregate purchase price of $36.0 million, which shares form part of the scheme shares.
  • Concurrent Financing of up to $72.9 million: Skye entered a PIPE securities purchase agreement for an aggregate purchase price of $67.9 million, which may increase to up to $72.9 million, subject to certain conditions.
  • ELOC Financing of up to $22.0 million: Skye entered a separate securities purchase agreement with a fund affiliated with Redmile Group, LLC on August 21, 2026, including a warrant to purchase shares equal to $5.0 million divided by the PIPE price per share.
  • Pro forma ownership split at closing: Pre-transaction Redx equityholders are expected to own approximately 59.74%, pre-transaction Skye equityholders approximately 5.38%, and Transaction Financing investors approximately 34.88% of the combined company, based on stated assumptions.
  • Combined company to be renamed Fibrx Therapeutics, Inc.: The combined entity is expected to focus on fibrosis, led by Redx's current management team and board of directors, with Redx's lead program RXC008 targeting fibrostenotic Crohn's disease.

Skye Bioscience and Redx Pharma Proposed Combination: Structure, Financing, and Ownership Terms

According to the filing, Skye Bioscience, Inc. (NASDAQ:SKYE) entered into a Transaction Agreement on August 14, 2026, under which Skye would acquire all of Redx Pharma Limited's issued and to be issued share capital through a scheme of arrangement under Part 26 of the United Kingdom Companies Act 2006. The transaction requires approval from both Skye stockholders and Redx shareholders, as well as certain regulatory approvals. The proxy statement describes the combined company as expected to be renamed Fibrx Therapeutics, Inc., focused on fibrosis development and led by Redx's current management and board.

The filing states that, based on an assumed exchange ratio of 0.0892, each Redx scheme share would be exchanged for approximately 0.0892 shares of Skye common stock or, if elected by eligible shareholders, shares of non-voting common stock convertible into common stock on a one-for-one basis. The proxy also discloses that the transaction is accompanied by two financing arrangements: a PIPE concurrent financing for an aggregate purchase price of $67.9 million (potentially up to $72.9 million) and an ELOC financing of up to $22.0 million with a fund affiliated with Redmile Group, LLC, along with a warrant valued at $5.0 million divided by the PIPE price per share.

The filing provides pro forma ownership estimates at closing, calculated on a fully diluted basis using the treasury stock method and based on stated assumptions including a Skye valuation of $14.5 million (assuming $1.0 million of net cash at closing), a Redx valuation of $161.0 million (inclusive of Series A Financing gross proceeds), and relative capitalization as of October 15, 2026. Redx's lead program, RXC008, is described as a gastrointestinal-restricted pan-ROCK inhibitor for fibrostenotic Crohn's disease, holding FDA Fast Track designation and an open U.S. IND, with a planned Phase 2 clinical trial. Stockholders are also asked to consider a proposed reverse stock split as described in the accompanying proxy statement.

What Was Disclosed

Skye Bioscience filed an amended preliminary proxy statement disclosing the material terms of a proposed acquisition of Redx Pharma Limited, including the exchange ratio, three related financing agreements totaling up to approximately $130.9 million, and pro forma ownership projections for the combined entity.