Document/ExhibitDescriptionPagesSize
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2: EX-2.9 Agreement and Plan of Merger and Reorganization HTML 692K
3: EX-3.1 Articles of Incorporation of Registrant, as HTML 68K
Amended
4: EX-4.14 Instrument Defining the Rights of Security Holders HTML 37K
5: EX-21.1 Subsidiaries of the Registrant HTML 29K
6: EX-23.1 Consent of Marcum LLP HTML 27K
11: EX-97.1 Compensation Recoupment Policy HTML 39K
7: EX-31.1 Certification of Principal Executive Officer HTML 31K
8: EX-31.2 Certification of Principal Financial and HTML 31K
Accounting Officer
9: EX-32.1 Certification of Principal Executive Officer HTML 29K
10: EX-32.2 Certification of Principal Financial and HTML 29K
Accounting Officer
17: R1 Cover HTML 87K
18: R2 Audit Information HTML 32K
19: R3 Consolidated Balance Sheets HTML 136K
20: R4 Consolidated Balance Sheets (Parentheticals) HTML 48K
21: R5 Consolidated Statements of Operations HTML 102K
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23: R7 Consolidated Statements of Cash Flows HTML 32K
(Parentheticals)
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25: R9 Consolidated Statements of Stockholders' Equity HTML 31K
(Parentheticals)
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27: R11 Summary of Significant Accounting Policies HTML 84K
28: R12 Asset Acquisitions HTML 87K
29: R13 Prepaid Expenses, Other Current Assets and Other HTML 56K
Current Liabilities
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31: R15 Debt HTML 63K
32: R16 Stockholders' Equity and Capitalization HTML 50K
33: R17 Stock-Based Compensation HTML 92K
34: R18 Loss Per Share of Common Stock HTML 50K
35: R19 Income Taxes HTML 101K
36: R20 Licensed Intellectual Property HTML 35K
37: R21 Related Party Matters HTML 41K
38: R22 Commitments and Contingencies HTML 52K
39: R23 Subsequent Events HTML 34K
40: R24 Summary of Significant Accounting Policies HTML 132K
(Policies)
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Current Liabilities (Tables)
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44: R28 Debt (Tables) HTML 51K
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48: R32 Income Taxes (Tables) HTML 99K
49: R33 Commitments and Contingencies (Tables) HTML 44K
50: R34 Nature of Operations and Business Activities HTML 69K
(Details)
51: R35 Summary of Significant Accounting Policies HTML 62K
(Details)
52: R36 Asset Acquisitions - BRB Acquisition - Narrative HTML 41K
(Details)
53: R37 Asset Acquisitions - Schedule of BRB Acquisition HTML 47K
(Details)
54: R38 Asset Acquisitions - Acquisition of Emerald Health HTML 37K
Therapeutics, Inc., Narrative (Details)
55: R39 Asset Acquisitions - Schedule of EHT Asset HTML 65K
Acquisition (Details)
56: R40 Asset Acquisitions - Footnote Information From HTML 99K
Schedule of Asset Acquisition (Details)
57: R41 Asset Acquisitions - Assumptions to Value Options HTML 50K
(Details)
58: R42 Asset Acquisitions - Assumptions to Value Warrants HTML 46K
(Details)
59: R43 Asset Acquisitions - Divestiture of Emerald Health HTML 39K
Therapeutics Canada, Inc. - Narrative (Details)
60: R44 Asset Acquisitions - Divestiture of VDL - HTML 57K
Narrative (Details)
61: R45 Prepaid Expenses, Other Current Assets and Other HTML 34K
Current Liabilities - Schedule of Prepaid Expenses
(Details)
62: R46 Prepaid Expenses, Other Current Assets and Other HTML 39K
Current Liabilities - Schedule Of Other Current
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63: R47 Prepaid Expenses, Other Current Assets and Other HTML 47K
Current Liabilities - Schedule of Other Current
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64: R48 Warrants and Derivative Liabilities - Schedule of HTML 74K
Warrants Vested and Outstanding (Details)
65: R49 Warrants and Derivative Liabilities - Narrative HTML 95K
(Details)
66: R50 Warrants and Derivative Liabilities - Schedule of HTML 80K
Input and Valuation Techniques Used to Value
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70: R54 Debt - Interest Expense (Details) HTML 47K
71: R55 Stockholders? Equity and Capitalization - Reserved HTML 53K
Shares of Common Stock (Details)
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Narrative (Details)
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74: R58 Stock-Based Compensation - Shares Available for HTML 44K
Future Grant (Details)
75: R59 Stock-Based Compensation - Summary of Option HTML 80K
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76: R60 Stock-Based Compensation - Fair Value Assumptions HTML 58K
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Net Loss Per Share (Details)
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the Income Tax Provision (Benefit) (Details)
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84: R68 Income Taxes - Deferred Income Tax Assets HTML 62K
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85: R69 Income Taxes - Provision for Income Taxes on HTML 62K
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87: R71 Licensed Intellectual Property (Details) HTML 52K
88: R72 Related Party Matters (Details) HTML 98K
89: R73 Commitments and Contingencies - Narrative HTML 72K
(Details)
90: R74 Commitments and Contingencies - Weighted Average HTML 32K
Remaining Lease Term and Discount Rate (Details)
91: R75 Commitments and Contingencies - Schedule of Future HTML 40K
Minimum Lease Payments (Details)
92: R76 Commitments and Contingencies - Current and HTML 33K
Noncurrent Portions of Operating Lease (Details)
93: R77 Subsequent Events (Details) HTML 98K
95: XML IDEA XML File -- Filing Summary XML 172K
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94: EXCEL IDEA Workbook of Financial Report Info XLSX 214K
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In the event of any required accounting restatement of the financial statements of Skye Bioscience, Inc. (the “Company”) due to the material noncompliance of the Company with any financial reporting requirement under the applicable U.S. federal securities
laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or to correct an error that is not material to previously issued financial statements but would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “Restatement”), the Board of Directors of the Company (or any committee to which the Board of Directors may delegate its authority) (the “Board”) shall recover reasonably promptly from any person, who is or was an “Executive Officer,” as such term is defined in Rule 10D-1 adopted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
and Listing Rule 5608 of the Nasdaq Stock Market LLC (“Nasdaq”) listing rules, of the Company (each, a “Covered Person”) the amount of any “Erroneously Awarded Incentive-Based Compensation” (as defined below).
The amount of Incentive-Based Compensation (as defined below) that must be recovered from a Covered Person pursuant to the immediately preceding paragraph is the amount of “Recoverable Incentive-Based Compensation” (as defined below) received by a Covered Person that exceeds the amount of Recoverable Incentive-Based Compensation that otherwise would have been received had it been determined based on the restated amounts, computed without regard to any taxes
paid (referred to as the “Erroneously Awarded Incentive-Based Compensation”). For Recoverable Incentive-Based Compensation based on stock price or total shareholder return, where the amount of Erroneously Awarded Incentive-Based Compensation is not subject to mathematical recalculation directly from the information in a Restatement, the amount must be based on a reasonable estimate of the effect of the Restatement on the stock price or total shareholder return, as applicable, upon which the Recoverable Incentive-Based Compensation was received, and the Company must maintain documentation of that reasonable estimate and provide such documentation to Nasdaq. For the purposes of this Policy, Recoverable Incentive-Based Compensation will be deemed to be received in the fiscal period during which the financial reporting measure specified in
the applicable Incentive-Based Compensation award is attained, even if the payment or grant occurs after the end of that period.
For purposes of this Policy, “Incentive-Based Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a “financial reporting measure,” which means a measure that is determined and presented in accordance with Generally Accepted Accounting Principles which are used in preparing the Company’s financial statements, and any measure that is derived wholly or in part from such measures. Stock price and total shareholder return are also financial reporting measures for this purpose. For avoidance of doubt, a financial reporting measure need not be presented within the
Company’s financial statements or included in a filing with the Securities and Exchange Commission.
For purposes of this Policy, “Recoverable Incentive-Based Compensation” means all Incentive-Based Compensation received on or after the Effective Date of this Policy set forth above by a Covered Person: (i) after beginning service as an executive officer; (ii)
who served as an Executive Officer at any time during the performance period for the Incentive-Based Compensation; (iii) while the Company has a class of securities listed on a national securities exchange or a national securities association; and (iv) during the
three completed fiscal years immediately preceding the date that the Company is required to prepare a Restatement, including any applicable transition period that results from a change in the Company’s fiscal year within or immediately following those three completed fiscal years. For this purpose, the Company is deemed to be required to prepare a Restatement on the earlier of: (i) the date the Board, or the Company’s officers authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the
Company is required to prepare a Restatement; and (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare a Restatement. The Company’s obligation to recover Erroneously Awarded Incentive-Based Compensation is not dependent on if or when the restated financial statements are filed with the Securities and Exchange Commission.
The Company shall recover the Erroneously Awarded Incentive-Based Compensation from Covered Persons unless the Board determines that recovery is impracticable because: (i) the direct expense to a third party to assist in enforcing this Policy would exceed the amount of Erroneously Awarded Incentive-Based
Compensation; provided that the Company must make a reasonable attempt to recover the Erroneously Awarded Incentive-Based Compensation before concluding that recovery is impracticable, document such reasonable attempt to recover the Erroneously Awarded Incentive-Based Compensation and provide such documentation to Nasdaq; or (ii) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the applicable requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
In no event will the Company indemnify any Covered Person for any amounts that are recovered
under this Policy. This Policy is in addition to (and not in lieu of) any right of repayment, forfeiture or right of offset against any employees that is required pursuant to any statutory repayment requirement (regardless of whether implemented at any time prior to or following the adoption or amendment of this Policy), including Section 304 of the Sarbanes-Oxley Act of 2002. Any amounts paid to the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 shall be considered in determining any amounts recovered under this Policy.
The application and enforcement of this Policy does not preclude the Company from taking any other action to enforce a Covered Person’s obligations to the
Company, including termination of employment or institution of legal proceedings. Nothing in this Policy restricts the Company from seeking recoupment under any other compensation recoupment Policy or any applicable provisions in plans, agreements, awards or other arrangements that contemplate the recoupment of compensation from a Covered Person. If a Covered Person fails to repay Erroneously Awarded Compensation that is owed to the Company under this policy, the Company shall take all appropriate action to recover such Erroneously Awarded Compensation from the Covered Person, and the Covered Person shall be required to reimburse the
Company for all expenses (including legal expenses) incurred by the Company in recovering such Erroneously Awarded Compensation.
The terms of this Policy shall be binding and enforceable against all Covered Persons subject to this Policy and their beneficiaries, heirs, executors, administrators or other legal representatives. Any determination made by the Board under this Policy shall be final, binding and conclusive on all parties.
If any provision of this Policy or the application of such provision to any Covered Person shall be adjudicated to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any
other provisions of this Policy, and the invalid, illegal or unenforceable provisions or shall be deemed amended to the minimum extent necessary to render any such provision (or the application of such provision) valid, legal or enforceable.
This Policy shall be interpreted in a manner that is consistent with Rule 10D-1 under the Exchange Act, Rule 5608 of the Nasdaq listing rules and any related rules or regulations adopted by the Securities and Exchange Commission or Nasdaq (the “Applicable Rules”) as well as any other applicable law. To the extent the Applicable Rules require recovery of incentive-based compensation in additional circumstances beyond those specified above, nothing in this Policy shall be deemed to limit or restrict the right or obligation of the Company to recover incentive-based
compensation to the fullest extent required by the Applicable Rules.
Each Covered Person shall sign and return to the Company, within 30 calendar days following the later of (i) the effective date of this Policy first set forth above or (ii) the date the individual becomes a Covered Person, the Acknowledgement Form attached hereto as Exhibit A, pursuant to which the Covered Person agrees to be bound by, and to comply with, the terms and conditions of this Policy.
EXHIBIT A
SKYE BIOSCIENCE, INC.
COMPENSATION
RECOUPMENT POLICY
ACKNOWLEDGEMENT FORM
By signing below, the undersigned acknowledges and confirms that the undersigned has received and reviewed a copy of the Skye Bioscience, Inc. (the “Company”) Compensation Recoupment Policy (the “Policy”).
By signing this Acknowledgement Form, the undersigned acknowledges and agrees that the undersigned is and will continue to be subject to the Policy and that the Policy will apply both during and after the undersigned’s employment with the Company. Further, by signing below, the undersigned agrees to abide by the terms of the Policy, including, without limitation,
by returning any Erroneously Awarded Incentive-Based Compensation (as defined in the Policy) to the Company to the extent required by, and in a manner consistent with, the Policy.
