NASDAQ: SKYE Skye Bioscience, Inc. 8-K

Skye Bioscience triples authorized shares to 300M following shareholder approval

Filed May 29, 2026 · Period ending May 26, 2026 · ~1 min read

Key Changes

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Authorized common stock increased from 100 million to 300 million shares via charter amendment filed May 28, 2026. This allows the company to issue up to 200 million additional shares for future capital raises, acquisitions, or compensation without immediate dilution.

Item 5.03 verify on EDGAR →
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Shareholders approved the authorized share increase at the May 26 annual meeting with 88% support (20.6M for, 2.9M against). The Board had unanimously recommended approval in the April proxy statement.

Item 5.07 verify on EDGAR →
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Currently outstanding shares remain unchanged at approximately 35.1 million. The amendment only expands the pool of shares available for future issuance, not shares currently in circulation.

Item 5.03 verify on EDGAR →
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All six director nominees were re-elected to one-year terms, and CBIZ CPAs P.C. was ratified as independent auditor for 2026 with 97% approval.

Item 5.07 verify on EDGAR →

Summary

Skye Bioscience has tripled its authorized common stock from 100 million to 300 million shares after receiving shareholder approval at its May 26, 2026 annual meeting. The charter amendment, which passed with 88% support, was filed with Nevada authorities on May 28.

While this doesn't immediately dilute existing shareholders—the roughly 35 million outstanding shares remain unchanged—it creates significant capacity for future equity issuances that could fund operations, acquisitions, or employee compensation. For retail investors, this is a double-edged development.

The expanded share authorization provides management with flexibility to raise capital without repeatedly seeking shareholder approval, which can be valuable for a bioscience company that may need funding for clinical trials or business development. However, it also means potential dilution of up to 200 million additional shares could occur at management's discretion, subject to board approval and applicable regulations. Investors should monitor upcoming SEC filings for any shelf registration statements or Form S-3 filings that would signal the company's intent to tap this newly authorized share pool. Watch quarterly reports for commentary on capital needs and any announced equity offerings that would convert this authorization into actual dilution.

Section-by-Section Diff

Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws

~200 words

Item 5.03 — Amendments to Articles of Incorporation or Bylaws filed; see Key Changes for terms.

2 Added

Added Shareholder approval medium

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On May 26, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). At the Annual Meeting, the stockholders of the Company representing a majority of the voting power of the outstanding shares of common stock entitled to vote at the 2026 Annual Meeting approved the Charter Amendment.

Shareholders holding a majority of voting power approved the authorized share increase at the May 26, 2026 annual meeting. The Board had unanimously recommended approval in the April 16, 2026 proxy statement.

Added No immediate dilution medium

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The Charter Amendment did not result in any changes to the issued and outstanding shares of the common stock, and only affects the number of shares that may be issued by the Company in the future.

The amendment does not immediately dilute existing shareholders because it only increases the authorized share count, not the issued and outstanding shares. However, future issuances from this expanded pool could dilute current ownership percentages.

Event · Item 5.07 — Submission of Matters to a Vote of Security Holders

~400 words

Skye Bioscience held its 2026 Annual Meeting on May 26, 2026, with stockholders approving all proposals including director elections and auditor ratification.

5 Added

Added Charter Amendment medium

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The approval of the Charter Amendment. The Charter Amendment was approved by the votes indicated: For | Against | Abstain | 20,594,2862,875,60559,533

A charter amendment was approved with 20,594,286 votes in favor, 2,875,605 against, and 59,533 abstentions. The specific nature of the amendment is not detailed in this filing but received approximately 88% approval from voting shares.

Show 4 minor / wording changes

Added Annual Meeting Results low

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On May 26, 2026, the Company held the 2026 Annual Meeting. As of April 2, 2026, the record date for the 2026 Annual Meeting, there were 35,126,884 shares of the Company’s common stock outstanding and entitled to vote at the 2026 Annual Meeting. A total of 23,529,424 shares of common stock were present or represented by proxy at the 2026 Annual Meeting, representing 66.98% of the issued and outstanding shares entitled to vote at the meeting, representing a quorum.

The company held its annual stockholder meeting with 66.98% of outstanding shares represented, achieving quorum. Four proposals were voted on including director elections, auditor ratification, a charter amendment, and executive compensation approval.

Added Director Elections low

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The stockholders elected each of the six nominees named in the proxy statement for the 2026 Annual Meeting (the “Proxy Statement”) as members of the Board of Directors for a one-year term expiring at the Company’s 2027 annual meeting of stockholders.

All six director nominees were elected to one-year terms: Paul Grayson, Deborah Charych, Punit Dhillon, Annalisa Jenkins, Karen Smith, and Andrew J. Schwab. Each received over 13 million votes in favor with minimal withhold votes.

Added Auditor Ratification low

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The ratification of the selection of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The selection was ratified by the votes indicated: For | Against | Abstain | 22,802,045542,634184,745

Stockholders ratified CBIZ CPAs P.C. as the independent auditor for fiscal year 2026 with 22,802,045 votes in favor, 542,634 against, and 184,745 abstentions. This represents overwhelming approval with approximately 97% support.

Added Executive Compensation Advisory Vote low

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The approval, on an advisory basis, of the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement. The compensation of the named executive officers was approved, on an advisory basis, by the votes indicated: For | Against | Abstain | Broker Non-Votes | 12,696,055909,925100,3189,823,126

Stockholders approved executive compensation on an advisory basis with 12,696,055 votes in favor, 909,925 against, and 100,318 abstentions. This non-binding say-on-pay vote received approximately 93% support from voting shares.

Event · Item 9.01 — Financial Statements and Exhibits

~100 words

Skye Bioscience filed a Certificate of Amendment to its Articles of Incorporation.

1 Added

Added Articles of Incorporation Amendment medium

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Certificate of Amendment to the Articles of Incorporation.

The company filed an amendment to its Articles of Incorporation. The 8-K does not include the actual certificate text, so the specific changes (such as authorized share count modifications, name changes, or other corporate governance alterations) are not disclosed in this filing body. Investors should review the referenced Exhibit 3.1 for details on what was amended.