SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

1. Name and Address of Reporting Person^*

Rai Sukhwinder Singh

(Last)

(First)

(Middle)

11250 EL CAMINO REAL

SUITE 100

(Street)

SAN DIEGO

92130

(City)

(State)

(Zip)

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	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/10/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/10/2022		A⁽¹⁾		22,157	A	⁽¹⁾	22,157	I	Trust⁽²⁾
Common Stock	11/10/2022		A⁽¹⁾		73,561	A	⁽¹⁾	73,561⁽³⁾	I	Shares held by wife of Reporting Person

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$1.6	11/10/2022		A⁽⁴⁾		390,000		⁽⁵⁾	04/02/2024	Common Stock	390,000	⁽⁴⁾	390,000	D
Stock Option (Right to Buy)	$1.71	11/10/2022		A⁽⁴⁾		146,250		⁽⁵⁾	12/22/2022	Common Stock	146,250	⁽⁴⁾	146,250	D
Stock Option (Right to Buy)	$0.11	11/10/2022		A⁽⁴⁾		146,250		⁽⁶⁾	02/06/2025	Common Stock	146,250	⁽⁴⁾	146,250	D
Stock Option (Right to Buy)	$0.08	11/10/2022		A⁽⁴⁾		195,000		⁽⁷⁾	08/03/2025	Common Stock	195,000	⁽⁴⁾	195,000	D

Explanation of Responses:

1. The reporting person acquired these securities on November 10th, 2022, in exchange for the reporting person's securities of Emerald Health Therapeutics, Inc., which the company acquired by way of a plan of arrangement pursuant to the Arrangement Agreement, dated as of May 11, 2022 (as amended, the "Arrangement Agreement"). Pursuant to the terms of the Arrangement Agreement, each holder of EHT shares received 1.95 shares of company common stock for each EHT share (the "Exchange Ratio").

2. The shares are held through the Canaccord Genuity Trust.

3. For each indirect account, Mr. Rai disclaims beneficial ownership except to the extent of his pecuniary interest, if any.

4. The reporting person acquired these securities on November 10th, 2022, in exchange for the reporting person's securities of Emerald Health Therapeutics, Inc., which the company acquired by way of a plan of arrangement pursuant to the Arrangement Agreement. Pursuant to the terms of the Arrangement Agreement, each option to purchase EHT shares was exchanged into an option to purchase shares of company common stock, with the number of shares underlying each option (and the exercise price of such option) adjusted based on the Exchange Ratio.

5. The options underlying this award are fully vested.

6. The options vest, or have vested, in equal installments on each of February 6, 2020, February 6, 2021, February 6, 2022, February 6, 2023.

7. 8.33% of the options vested on the grant date of August 3, 2020. 8.33% of the options vest, or have vested, on each monthly anniversary of the grant date.

Remarks:

	/s/ Kaitlyn Arsenault, as Attorney-in-Fact	11/15/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.