Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment No. 1 to Amended and Restated 2014 Omnibus Incentive Plan
On September 29, 2023, the Board of Directors (the "Board") of Skye Bioscience, Inc. (the "Company") adopted and approved Amendment No. 1 to the Company's Amended and Restated 2014 Omnibus Incentive Plan (the "Amended Plan"), subject to stockholder approval. The Company's Amended and Restated 2014 Omnibus Incentive Plan was approved by the Company's stockholders on September 30, 2022 (the "Plan"). The Plan was amended to (i) increase the aggregate number of shares of the Company's common stock ("Common Stock") authorized for issuance under the Plan to 1,846,883 shares of Common Stock, while retaining the automatic share replenishment feature which provides that each January 1 beginning in 2024 and ending on (and including) January 1, 2032 the number of shares will increase by 5% of the outstanding shares of Common Stock as of the prior December 31 of the preceding calendar year, and (ii) increase the aggregate number of shares of Common Stock that may be issued pursuant to the exercise of incentive stock options to 1,846,883 shares of Common Stock, provided that each January 1 beginning in 2024 and ending on (and including) January 1, 2032 the number of shares will increase by 5% of the outstanding shares of Common Stock as of June 14, 2022.
Following the approval of the Amended Plan by the Board, on September 29, 2023, the Company received a written consent in lieu of a meeting of stockholders representing a majority of the voting power of the outstanding shares of voting stock of the Company (the "Majority Stockholders") approving the Amended Plan and thereafter, on October 3, 2023 the Company filed a preliminary information statement on Schedule 14C (the "Information Statement") with the Securities and Exchange Commission (the "SEC") with respect to the Plan Amendment, among other things. The Company plans to file the definitive Information Statement with the SEC and mail the definitive Information Statement to the Company's stockholders notifying them of the action taken by written consent as soon as possible. Under the applicable SEC regulations, the Amended Plan will become effective on the date that is 20 days from the date of the mailing of the definitive information statement to the Company's stockholders.
The general purpose of the Amended Plan is to attract, retain and reward high-quality executives, employees, non-employee directors and consultants who provide services to the Company and its subsidiaries, and to motivate our executives, non-employee directors, employees and consultants to achieve long-term corporate objectives, by enabling such persons to acquire a proprietary interest in the Company. The Amended Plan permits the Company to grant a variety of forms of awards, including stock options, stock appreciation rights, restricted stock, restricted stock units and performance awards.
The foregoing description of the Amended Plan is qualified in its entirety by reference to the Amended Plan, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.