Business Context and Reporting Period
This Form 8-K Current Report is filed by Skye Bioscience, Inc. (Nasdaq: SKYE) on June 11, 2025, covering events occurring on June 6, 2025, and June 9, 2025. The filing primarily addresses the results of the 2025 Annual Meeting of Stockholders and a change in the company's independent registered public accounting firm.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses on corporate governance and administrative changes.
Material Changes
Change in Certifying Accountant
- Resignation: Marcum LLP resigned as the independent registered public accounting firm on June 9, 2025.
- Successor: CBIZ CPAs P.C. was engaged as the new independent registered public accounting firm effective immediately for the fiscal year ending December 31, 2025.
- Reason: The change resulted from CBIZ CPAs acquiring the attest business of Marcum LLP on November 1, 2024.
- Audit History: Marcum's reports for fiscal years 2023 and 2024 contained no adverse opinions, disclaimers, or qualifications. There were no disagreements or reportable events between the Company and Marcum during the relevant periods.
Annual Meeting Results
The 2025 Annual Meeting was held on June 6, 2025, with 82.2% of outstanding shares present or represented by proxy. All proposals were approved:
- Proposal 1 (Election of Directors): All six nominees were elected. Annalisa Jenkins received the highest "For" vote count (19,597,696), while Paul Grayson received the lowest (16,982,420).
- Proposal 2 (Ratification of Accountant): Stockholders ratified the selection of Marcum LLP for the fiscal year ending December 31, 2025, with 25,418,814 votes "For" and 17,402 "Against".
- Proposal 3 (Say-on-Pay): Executive compensation was approved with 17,064,084 votes "For" and 2,736,116 "Against".
- Proposal 4 (Frequency of Say-on-Pay): Stockholders approved conducting future advisory votes on executive compensation annually (18,980,041 votes for 1 year).
Guidance, Outlook, and Risks
The filing does not provide financial guidance, outlook, or management commentary regarding future business performance. No specific risks or contingencies are disclosed beyond the standard disclosure regarding the change in auditors.
Investor Verification Checklist
- Verify the transition timeline and potential impact on the audit schedule for the fiscal year ending December 31, 2025, now that CBIZ CPAs is the new auditor.
- Review the "Letter from Marcum LLP" (Exhibit 16.1) to confirm the absence of any undisclosed disagreements regarding accounting principles or financial reporting.
- Monitor future filings to ensure the new auditor, CBIZ CPAs, issues timely reports for interim and annual periods.
- Note that while the ratification of Marcum was approved at the meeting, the firm has since resigned; confirm how this affects the audit engagement for the current fiscal year.