Filing Details
- Accession Number:
- 0001178913-24-000414
- Form Type:
- 13G Filing
- Publication Date:
- 2024-02-07 19:00:00
- Filed By:
- Sphera Global Healthcare Fund
- Company:
- Skye Bioscience Inc. (OTCMKTS:SKYE)
- Filing Date:
- 2024-02-08
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Sphera Funds Management Ltd | 1,301,518 | 1,301,518 | 1,301,518 | 5.39% | ||
| Sphera Global Healthcare GP Ltd | 1,301,518 | 1,301,518 | 1,301,518 | 5.39% | ||
| Sphera Global Healthcare Management | 1,301,518 | 1,301,518 | 1,301,518 | 5.39% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. )*
Skye Bioscience, Inc.
(Name of Issuer)
Common Stock, Par Value $0.001
(Title of Class of Securities)
83086J200
(CUSIP Number)
January 29, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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).
| CUSIP No. 83086J200 | 13G | Page 2 of 10 Pages |
| 1 | NAME OF REPORTING PERSONS Sphera Funds Management Ltd. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Israel | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -- |
| 6 | SHARED VOTING POWER 1,301,518 (*) | |
| 7 | SOLE DISPOSITIVE POWER -- | |
| 8 | SHARED DISPOSITIVE POWER 1,301,518 (*) | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,301,518 (*) | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions) ☐ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.39% (*) (**) | |
| 12 | TYPE OF REPORTING PERSON (See instructions) CO | |
(*) The beneficial ownership of the securities reported herein is described in Item 4(a).
(**) Based on 12,338,910 shares of Common Stock
outstanding as of November 12, 2023 (as provided by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on November 14, 2023) and an aggregate of 11,822,124 shares of Common Stock to be issued and sold pursuant to a securities purchase agreement entered into with certain institutional investors on January 29, 2024 (as provided by the Issuer in its Form
6-K filed with the SEC on January 29, 2024).
2
| CUSIP No. 83086J200 | 13G | Page 3 of 10 Pages |
| 1 | NAME OF REPORTING PERSONS Sphera Global Healthcare GP Ltd. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Israel | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -- |
| 6 | SHARED VOTING POWER 1,301,518 (*) | |
| 7 | SOLE DISPOSITIVE POWER -- | |
| 8 | SHARED DISPOSITIVE POWER 1,301,518 (*) | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,301,518 (*) | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions) ☐ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.39% (*) (**) | |
| 12 | TYPE OF REPORTING PERSON (See instructions) CO | |
(*) The beneficial ownership of the securities reported herein is described in Item 4(a).
(**) Based on 12,338,910 shares of Common Stock
outstanding as of November 12, 2023 (as provided by the Issuer in its Form 10-Q filed with the SEC on November 14, 2023) and an aggregate of
11,822,124 shares of Common Stock to be issued and sold pursuant to a securities purchase agreement entered into with certain institutional investors on January 29, 2024 (as provided by the Issuer in its Form 6-K filed with the SEC on January 29,
2024).
3
| CUSIP No. 83086J200 | 13G | Page 4 of 10 Pages |
| 1 | NAME OF REPORTING PERSONS Sphera Global Healthcare Management LP | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☐ (b) ☒ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Israel | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -- |
| 6 | SHARED VOTING POWER 1,301,518 (*) | |
| 7 | SOLE DISPOSITIVE POWER -- | |
| 8 | SHARED DISPOSITIVE POWER 1,301,518 (*) | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,301,518 (*) | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions) ☐ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.39% (*) (**) | |
| 12 | TYPE OF REPORTING PERSON (See instructions) PN | |
(*) The beneficial ownership of the securities reported herein is described in Item 4(a).
(**) Based on 12,338,910 shares of Common Stock
outstanding as of November 12, 2023 (as provided by the Issuer in its Form 10-Q filed with the SEC on November 14, 2023) and an aggregate of
11,822,124 shares of Common Stock to be issued and sold pursuant to a securities purchase agreement entered into with certain institutional investors on January 29, 2024 (as provided by the Issuer in its Form 6-K filed with the SEC on January 29,
2024).
4
| Item 1. (a) | Name of Issuer: |
Skye Bioscience, Inc.
| (b) | Address of Issuer's Principal Executive Offices: |
11250 El Camino Real, Suite 100, San Diego, CA
| Item 2. (a) | Name of Person Filing: |
Sphera Funds Management Ltd.
Sphera Global Healthcare GP Ltd.
Sphera Global Healthcare Management LP
| (b) | Address of Principal Business Office: |
Sphera Funds Management Ltd. – 4 Itzak Sade, Building A, 29th Floor, Tel Aviv 6777504, Israel
Sphera Global Healthcare GP Ltd. – 4 Itzak Sade, Building A, 29th Floor, Tel Aviv 6777504, Israel
Sphera Global Healthcare Management LP – 4 Itzak Sade, Building A, 29th Floor, Tel Aviv 6777504, Israel
| (c) | Citizenship: |
Sphera Funds Management Ltd. – Israel
Sphera Global Healthcare GP Ltd. – Israel
Sphera Global Healthcare Management LP – Israel
| (d) | Title of Class of Securities: |
Common Stock, Par Value $0.001
| (e) | CUSIP Number: |
83086J200
| Item 3. | Not applicable. |
| Item 4. | Ownership: |
| (a) | Amount beneficially owned: |
See row 9 of cover page of each reporting person.
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The securities reported herein by Sphera Funds Management Ltd., Sphera Global Healthcare GP Ltd. and Sphera Global Healthcare
Management LP are beneficially owned as follows:
| • | 216,920 shares of Common Stock, representing a total of 0.90% of the total shares of Common Stock outstanding, are held directly by Sphera Global Healthcare Master Fund, which has delegated its investment management authority to
Sphera Global Healthcare Management LP (the "Management Company"). |
| • | 1,084,598 shares of Common Stock, representing a total of 4.49% of the total shares of Common Stock outstanding, are held directly by Sphera Biotech Master Fund, L.P., which has delegated its investment management
authority to the Management Company. |
The Management Company is managed, controlled, and operated by its general partner, Sphera Global Healthcare GP Ltd., the shares
of which are owned 90% by Sphera Funds Management Ltd.
This Statement shall not be construed as an admission by any of the Reporting Persons that it is the beneficial owner of any of the securities
covered by this Statement, and each Reporting Person disclaims beneficial ownership of any such securities. In addition, the Reporting Persons and other entities named in this Schedule 13G may be deemed to
constitute a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that a group exists for purposes of Section 13(d) of
the Securities Exchange Act of 1934 or for any other purpose, and each of the Reporting Persons and other entities named in this Schedule 13G disclaims the existence of any such group.
| (b) | Percent of class: |
See row 11 of cover page of each reporting person
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: See row 5 of cover page of each reporting person |
| (ii) | Shared power to vote or to direct the vote: See row 6 of cover page of each reporting person and note in Item 4(a) above |
| (iii) | Sole power to dispose or to direct the disposition of: See row 7 of cover page of each reporting person |
| (iv) | Shared power to dispose or to direct the disposition of: See row 8 of cover page of each reporting person and note in Item 4(a) above |
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| Item 5. | Ownership of Five Percent or Less of a Class: |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another: |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company or Control Person: |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group: |
Not applicable.
| Item 9. | Notice of Dissolution of Group: |
Not applicable.
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| Item 10. | Certification: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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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.
February 8, 2024
| Sphera Funds Management Ltd. /s/ Adi Hanetz By: Adi Hanetz Title: General Counsel Sphera Global
Healthcare GP Ltd. /s/ Adi Hanetz By: Adi Hanetz Title: General Counsel Sphera Global
Healthcare Management LP /s/ Adi Hanetz By: Adi Hanetz Title: General Counsel |
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| EXHIBIT NO. | DESCRIPTION |
| Exhibit 1 |
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