SKYE Skye Bioscience, Inc. - 8-K

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 28, 2026, Skye Bioscience, Inc., a Nevada corporation (the “Company”) filed a Certificate of Amendment to the Company’s Articles of Incorporation (the “Articles”) with the Nevada Secretary of State, to amend Section 1 of Article IV of the Articles to increase the number of authorized shares of common stock, par value $0.001 per share (the “common stock”), of the Company from 100,000,000 to 300,000,000 (the “Charter Amendment”). The Charter Amendment did not result in any changes to the issued and outstanding shares of the common stock, and only affects the number of shares that may be issued by the Company in the future.

As previously disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 16, 2026, the Board of Directors of the Company unanimously approved, and recommended that the stockholders of the Company approve, the Charter Amendment. On May 26, 2026 , the Company held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). At the Annual Meeting, the stockholders of the Company representing a majority of the voting power of the outstanding shares of common stock entitled to vote at the 2026 Annual Meeting approved the Charter Amendment.

A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 26, 2026 , the Company held the 2026 Annual Meeting. As of April 2, 2026, the record date for the 2026 Annual Meeting, there were 35,126,884 shares of the Company’s common stock outstanding and entitled to vote at the 2026 Annual Meeting. A total of 23,529,424 shares of common stock were present or represented by proxy at the 2026 Annual Meeting, representing 66.98% of the issued and outstanding shares entitled to vote at the meeting, representing a quorum. The proposals voted upon and the final results of the vote were as follows:

Proposal No. 1: Election of Directors. The stockholders elected each of the six nominees named in the proxy statement for the 2026 Annual Meeting (the “Proxy Statement”) as members of the Board of Directors for a one-year term expiring at the Company’s 2027 annual meeting of stockholders. The results were as follows:

Broker

Director

For

Withhold

Non-Votes

Paul Grayson

13,194,721

511,577

9,823,126

Deborah Charych

13,293,551

412,747

9,823,126

Punit Dhillon

13,466,198

240,100

9,823,126

Annalisa Jenkins

13,491,428

214,870

9,823,126

Karen Smith

13,036,640

669,658

9,823,126

Andrew J. Schwab

13,408,440

297,858

9,823,126

Proposal No. 2 : The ratification of the selection of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The selection was ratified by the votes indicated:

For

Against

Abstain

22,802,045

542,634

184,745

Proposal No. 3 : The approval of the Charter Amendment. The Charter Amendment was approved by the votes indicated:

For

Against

Abstain

20,594,286

2,875,605

59,533

Proposal No. 4 : The approval, on an advisory basis, of the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement. The compensation of the named executive officers was approved, on an advisory basis, by the votes indicated:

For

Against

Abstain

Broker Non-Votes

12,696,055

909,925

100,318

9,823,126

Item 9.01 Financial Statements and Exhibits.

Exhibit No.

Description

3.1

Certificate of Amendment to the Articles of Incorporation.

104

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