UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Skye Bioscience, Inc.

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

83086J200

(CUSIP Number)

Paul A. Stone

5AM Venture Management, LLC

501 2nd Street, Suite 350

San Francisco, CA 94107

(415) 993-8565

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March 13, 2024

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Explanatory Note: This Amendment No. 2 (the “Amendment”), which amends the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on August 28, 2023 and amended on January 31, 2024 (the “Original Schedule 13D”) filed on behalf of 5AM Ventures VII, L.P. (“Ventures VII”), 5AM Partners VII, LLC (“Partners VII”), 5AM Ventures II, L.P. (“Ventures II”), 5AM Co-Investors II, L.P. (“Co-Investors II”), 5AM Partners II, LLC (“Partners II”), Andrew J. Schwab (“Schwab”), Dr. Kush Parmar (“Parmar”), Dr. John D. Diekman (“Diekman”) and Dr. Scott M. Rocklage (“Rocklage” and, with Ventures VII, Partners VII, Ventures II, Co-Investors II, Partners II, Schwab, Parmar and Diekman collectively, the “Reporting Persons”), relates to the Common Stock, par value $0.001 per share (“Common Stock”) of Skye Bioscience, Inc., a Delaware corporation (the “Issuer”). This Amendment to the Original Schedule 13D is being filed to report the acquisition of Common Stock of the Issuer in the March 2024 PIPE Transaction (as defined below), as described below. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

The Original Schedule 13D is hereby amended and supplemented to the extent hereinafter expressly set forth and, except as amended and supplemented hereby, the Original Schedule 13D remains in full force and effect. All capitalized terms used in this Amendment but not defined herein shall have the meanings ascribed thereto in the Original Schedule 13D.

Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the following paragraph at the end of Item 3:

On March 11, 2024, Ventures VII and other unrelated investors entered into a Securities Purchase Agreement with the Issuer (the “March 2024 Purchase Agreement”), pursuant to which the Issuer issued and sold an aggregate of 4,000,000 shares of Common Stock (the “March 2024 PIPE Transaction”). Ventures VII purchased an aggregate of 450,000 shares of Common Stock for the purchase price of $4.5 million in the March 2024 PIPE Transaction. The March 2024 PIPE Transaction closed on March 13, 2024.

The source of the funds for the purchase of shares in the March 2024 PIPE Transaction by Ventures VII described above was from capital contributions made by its general and limited partners.

Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding the following paragraph at the end of Item 6:

March 2024 PIPE Transaction Registration Rights Agreement

On March 11, 2024, in connection with the execution of the March 2024 Purchase Agreement, the Issuer entered into a Registration Rights Agreement (the “March 2024 Registration Rights Agreement”) with certain investors (collectively the “Investors”), including Ventures VII, pursuant to which the Issuer has agreed, subject to the terms and conditions of the agreement, to file a registration statement under the Securities Act of 1933 (the “Registration Agreement”) within 60 days from the signing of the March 2024 Registration Rights Agreement to register the resale of the shares of Common Stock issued in the March 2024 PIPE Transaction, including the shares issued to Ventures VII. Under the March 2024 Registration Rights Agreement, the Issuer is also required to use reasonable best efforts to have the Registration Statement declared effective as promptly as possible thereafter, and in any event no later than 30 days following the date of filing of the Registration Statement (or 60 days following the filing date in the event the SEC staff reviews and has written comments to the Registration Statement). The March 2024 Registration Rights Agreement also includes customary provisions, including with respect to the payment of fees and expenses associated with the registration, as well as indemnification provisions.

The foregoing description is qualified in its entirety by the full text and form of the March 2024 Registration Rights Agreement, a copy of which is filed herewith as Exhibit G and incorporated herein by reference.

March 2024 PIPE Transaction Lock-Up Agreement

Concurrently and in connection with the execution of the March 2024 Purchase Agreement, Schwab, as a director of the Issuer, entered into a lock-up agreement with the placement agent for the March 2024 PIPE Transaction, pursuant to which he will be restricted, for a period of 90 days following the closing of the March 2024 PIPE Transaction, from selling or transferring securities of the Company, subject to certain exceptions (the “March 2024 Lock-Up Agreement”).

The foregoing description is qualified in its entirety by the full text and form of the March 2024 Lock-Up Agreement, a copy of which is filed herewith as Exhibit H and incorporated herein by reference.

Amendment To Common Stock Purchase Warrants

On March 11, 2024, the Company and Ventures VII, as the holder of a majority in interest of the Common Stock Purchase Warrants dated August 15, 2023 (the “Warrants”), amended the Warrants to expand the circumstances in which the Warrants may be exercised on a cashless basis. As amended, the Warrants held by Ventures VII may be exercised on a cashless basis through September 1, 2025.

The foregoing description is qualified in its entirety by the full text and form of the Amendment To Common Stock Purchase Warrants, a copy of which is filed herewith as Exhibit I and incorporated herein by reference.

Item 7 of the Original Schedule 13D is hereby amended and supplemented by adding the following exhibits at the end of Item 7:

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 13, 2024

Exhibit(s):