--- title: "Skye Bioscience files preliminary proxy for its Redx Pharma acquisition" url: "https://aibio.space/news/skye-bioscience-files-preliminary-proxy-redx-pharma-acquisition/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2026-10-26" section: "Mergers" tickers: "NASDAQ:SKYE" source: "https://www.sec.gov/Archives/edgar/data/1516551/000162828026067322/skye20261023-preliminarypr.htm" summary: "Redx holders would own about 59.74% of the combined company and Skye holders about 5.38%, at an assumed exchange ratio of 0.0892. Skye also plans a reverse" --- By the aibio.space news desk. Sources - [Skye Bioscience, Inc. PREM14A (2026-10-26)](https://www.sec.gov/Archives/edgar/data/1516551/000162828026067322/skye20261023-preliminarypr.htm) - [Skye Bioscience, Inc. 10-K (2026-03-10): business](https://www.sec.gov/Archives/edgar/data/1516551/000162828026016394/skye-20251231.htm) - [Skye Bioscience, Inc. financial data (SEC XBRL)](https://www.sec.gov/Archives/edgar/data/1516551/000162828026016394/) [SKYE](https://aibio.space/companies/skye-bioscience/) 2026-10-26 # Skye Bioscience files preliminary proxy for its Redx Pharma acquisition Tickers [SKYE](https://aibio.space/companies/skye-bioscience/) Redx holders would own about 59.74% of the combined company and Skye holders about 5.38%, at an assumed exchange ratio of 0.0892. Skye also plans a reverse stock split, and its proxy warns that stockholders will vote without certainty about the combined company's Nasdaq listing. ## Key facts - **Company**: Skye Bioscience, Inc. (NASDAQ: SKYE) - **News type**: Mergers - **Primary source**: [Skye Bioscience, Inc. PREM14A (2026-10-26)](https://www.sec.gov/Archives/edgar/data/1516551/000162828026067322/skye20261023-preliminarypr.htm) *Stock prices on an electronic board. CC0, via rawpixel. The picture shows the field, not the companies named.* Skye Bioscience, Inc. filed a preliminary proxy statement on October 26, 2026 for a special meeting of its stockholders to approve its acquisition of Redx Pharma Limited, a private company incorporated in England and Wales. The two companies signed the transaction agreement on August 14, 2026. Skye would acquire Redx through a scheme of arrangement under Part 26 of the U.K. Companies Act 2006. Skye says the combined company would be renamed Fibrx Therapeutics, Inc. ## What Skye holders would own At an assumed exchange ratio of 0.0892, each Redx scheme share would be exchanged for about 0.0892 shares of Skye common stock. Redx's pre-transaction holders, including investors in a $36.0 million Series A financing that Redx issued on August 27, 2026, would own about 59.74% of the combined company. Skye's pre-transaction holders would own about 5.38%, and the investors in the transaction financings the rest. The proxy values Skye at $14.5 million, assuming $1.0 million of net cash at closing, and Redx at $161.0 million. The split can move against Skye holders. If a "Specified Adjustment" defined in the transaction agreement is not resolved by closing, Skye's valuation falls automatically to a $2.0 million floor. The exchange ratio would then be 0.6496, Redx holders would own about 62.75% and Skye holders about 0.78%. Skye would issue about 794,079,692 shares in that case, against about 109,218,976 at the assumed ratio. The proxy itself warns that Skye stockholders would experience substantially greater dilution. ## The financings behind the deal Skye agreed on August 14, 2026 to sell common stock and non-voting common stock to accredited investors for $67.9 million, which could rise to $72.9 million under certain conditions. The ownership figures assume $89.0 million of proceeds from that concurrent financing, which is the $67.9 million of existing commitments plus about $21.1 million for which no commitments had been obtained. On August 21, 2026, Skye also agreed to an equity line of up to $22 million with a fund affiliated with Redmile Group, LLC. ## The reverse split and the Nasdaq listing Skye plans a reverse stock split before the transaction takes effect, which the company says is meant to support compliance with Nasdaq's $4.00 minimum bid price for initial listing. A separate proposal would raise Skye's authorized common stock from 37,500,000 shares to 1,500,000,000 shares and authorize 350,000,000 shares of non-voting common stock. The proxy warns that stockholders will not have certainty about the listing of the combined company's shares when they vote, and Skye will file an initial listing application with Nasdaq. The share issuance proposal asks stockholders to approve issuing more than 20% of the common stock outstanding, which would also result in a change of control under Nasdaq rules 5635(a) and 5635(b). ## Who ran the process Skye engaged Stifel, Nicolaus & Company, Incorporated in April 2026 as its exclusive financial advisor to evaluate strategic alternatives, and Stifel's opinion is attached as Annex H. Morrison & Foerster LLP is Skye's outside counsel. It says that beginning April 9, 2026, Stifel contacted 104 parties about a reverse merger and received 23 inbound expressions of interest. A draft term sheet from one earlier suitor, called Party A, valued Skye at $8.0 million. ## The company's finances XBRL data show a 2025 net loss of $55.9 million, up from $26.6 million in 2024. Cash used in operations was $43.1 million in 2025, against $25.2 million in 2024. At June 30, 2026, cash and cash equivalents were $8.1 million and short-term investments were $2.0 million. Skye's lead candidate, nimacimab, came through the August 2023 acquisition of Bird Rock Bio, Inc. ## The lead program and the contingent right Redx's lead program, RXC008, is a gastrointestinal-restricted pan-ROCK inhibitor for fibrostenotic Crohn's disease. The proxy describes it as having an open U.S. IND and FDA Fast Track designation, with a Phase 2 trial planned. Those are regulatory and planning steps, not results. Former Skye holders would also receive contingent value rights for a percentage of the net proceeds, if any, from any monetization of nimacimab within 12 months after closing. The proxy does not promise any payment under those rights. [Report an error](https://aibio.space/reputation/#correction) ## Companies in this story SKYE Skye Bioscience, Inc. NASDAQ ยท United States Open the starter desk ## More in Mergers Mergers ### [InMed sets November 5 record date for CVRs tied to Mentari merger](https://aibio.space/news/inmed-sets-november-5-record-date-cvrs-tied-mentari-merger/) Oct 27, 2026 Mergers ### [Rallybio declares estimated $82.7 million cash distribution tied to Avenzo merger](https://aibio.space/news/rallybio-declares-estimated-82-7-million-cash-distribution-tied-avenzo/) Oct 26, 2026 Mergers ### [Bolt Biotherapeutics buys Prana Therapies and raises $120 million](https://aibio.space/news/bolt-biotherapeutics-buys-prana-therapies-raises-120-million/) Oct 23, 2026 --- Source page: https://aibio.space/news/skye-bioscience-files-preliminary-proxy-redx-pharma-acquisition/. Facts in aibio.space stories are checked against company filings and releases; opinion is labelled. Cite as: aibio.space, "Skye Bioscience files preliminary proxy for its Redx Pharma acquisition", 2026-10-26, https://aibio.space/news/skye-bioscience-files-preliminary-proxy-redx-pharma-acquisition/