Sec Form 4 Filing - Schwab Andrew J. @ Skye Bioscience, Inc. - 2023-08-18

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Schwab Andrew J. 2. Issuer Name and Ticker or Trading Symbol Skye Bioscience, Inc. [ SKYE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O 5AM VENTURE MANAGEMENT, LLC, 501 SECOND STREET, SUITE 350 3. Date of Earliest Transaction (MM/DD/YY) 08/18/2023 (Street) SAN FRANCISCO, CA94107 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 08/18/2023 A 267,602,039 A 267,602,039 I By 5AM Ventures II, L.P. ( 2 ) Common Stock 08/18/2023 A 10,558,878 A 10,558,878 I By 5AM Co-Investors II, L.P. ( 3 ) Common Stock 08/18/2023 A 684,361,447 ( 4 ) A $ 0.0103 ( 4 ) 684,361,447 I By 5AM Ventures VII, L.P. ( 5 ) Common Stock 08/18/2023 A 161,944,872 ( 4 ) A $ 0.0103 ( 4 ) 429,546,911 I By 5AM Ventures II, L.P. ( 2 ) Common Stock 08/18/2023 A 6,389,921 ( 4 ) A $ 0.0103 ( 4 ) 16,948,799 I By 5AM Co-Investors II, L.P. ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrant (Right to Buy) $ 0.0206 08/18/2023 A 426,348,120 08/18/2023 08/18/2033 Common Stock 426,348,120 $ 0 ( 4 ) 426,348,120 I By 5AM Ventures VII, L.P. ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Schwab Andrew J. C/O 5AM VENTURE MANAGEMENT, LLC 501 SECOND STREET, SUITE 350 SAN FRANCISCO, CA94107 X X Signatures /s/ Kaitlyn Arsenault, as Attorney-in-Fact 08/22/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Agreement and Plan of Merger and Reorganization, dated as of August 15, 2023 (the "Merger Agreement"), by and among the Issuer, Bird Rock Bio, Inc. ("Bird Rock Bio") and Aquila Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into Bird Rock Bio (the "Merger"), with Bird Rock Bio surviving the Merger as a wholly-owned subsidiary of the Issuer. Upon the closing of the Merger, each share of Bird Rock Bio's Series A preferred stock, Series B preferred stock and Series C preferred stock was converted into the right to receive 18.560295 shares of the Issuer's common stock. The Merger closed on August 18, 2023. ( 2 )The securities are directly held by 5AM Ventures II, L.P. ("Ventures II"). 5AM Partners II, LLC ("Partners II") is the sole general partner of Ventures II. The Reporting Person is a managing member of Partners II and may be deemed to have shared voting and investment power over the shares beneficially owned by Ventures II. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. ( 3 )The securities are directly held by 5AM Co-Investors II, L.P. ("Co-Investors II"). Partners II is the sole general partner of Co-Investors II. The Reporting Person is a managing member of Partners II and may be deemed to have shared voting and investment power over the shares beneficially owned by Co-Investors II. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. ( 4 )The securities were purchased pursuant to a Securities Purchase Agreement, dated as of August 15, 2023 (the "Purchase Agreement"). The transactions contemplated by the Purchase Agreement closed concurrently with the Merger on August 18, 2023. Pursuant to the Purchase Agreement, 5AM Ventures VII, L.P. ("Ventures VII") purchased an aggregate of 852,696,240 shares of common stock (of which Ventures II and Co-Investors II were allocated 161,944,872 shares and 6,389,799 shares, respectively) for the total purchase price of $8.8 million and received warrants to purchase an aggregate of 426,348,120 shares of common stock for no additional consideration. ( 5 )The securities are directly held by 5AM Ventures VII, L.P. ("Ventures VII"). 5AM Partners VII, LLC ("Partners VII") is the sole general partner of Ventures VII. The Reporting Person is a managing member of PartnersVII and may be deemed to have shared voting and investment power over the shares beneficially owned by Ventures VII. The Reporting Person disclaims beneficial ownership of such securities except to the extent of hispecuniary interest therein.

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