Announcement • Aug 16
Redx Pharma Ltd entered into a definitive transaction agreement to acquire Skye Bioscience, Inc. (NasdaqCM:SKYE) for $125 million in a reverse merger transaction.
Redx Pharma Ltd entered into a definitive transaction agreement to acquire Skye Bioscience, Inc. (NasdaqCM:SKYE) for $125 million in a reverse merger transaction on August 14, 2026. Upon completion of the Transaction, Skye Bioscience is expected to be branded as Fibrx Therapeutics, Inc. and to trade on Nasdaq, with an estimated total number of shares outstanding of 934,235,920 on a fully diluted basis. Accordingly, following the closing, pre-Transaction Skye equity holders are expected to own approximately 5.38% of the combined company, pre-Transaction Redx equity holders are expected to own approximately 46.17% of the combined company and investors participating in the Financing are expected to own approximately 48.45% of the combined company. The percentage ownership of the combined company that Skye stockholders will own as of the closing of the Transaction is subject to adjustment based on the estimated amount of Skye’s net cash immediately prior to the closing date. In connection with the closing, pre-Transaction Skye equity holders will receive one contingent value right (“CVR”) per share of Skye common stock, entitling them to receive in the aggregate, in the form of cash, 90% of net proceeds, if any, realized from the monetization of Skye’s legacy asset, nimacimab, and its intellectual property during the 12-month period following the closing.
Upon completion of the Transaction, the current Redx management team will transition to lead the combined company, Fibrx, with Lisa Anson as Chief Executive Officer. Peter Collum, currently Redx’s Chief Financial Officer based in the U.S., will serve as Fibrx’s Chief Financial Officer. Dr. Mei-Lun Wang will join Fibrx as Chief Medical Officer. Both Dr. Caroline Phillips, Redx’s Chief Scientific Officer and Dr. Cliff Jones, Redx’s Chief Technical Officer, who have been at Redx for over ten years and who have led multiple successful drug development programs, will remain in their executive positions at the combined company. It is expected that the current members of the Redx board of directors will form a majority of the board of directors of the combined company upon completion of the Transaction. The combined company will be headquartered in Alderley Park, U.K., the current headquarters of Redx.
The transaction is subject to subject to court approval, approval by regulatory board / committee, approval of merger agreement by target board, approval of offer by acquirer shareholders, approval of offer by acquirer board, approval of offer by target shareholders, obtaining financing, lock-up agreement and listing / approval of new shares on stock exchange. The deal has been unanimously approved by the board. The transaction is expected to be completed in the fourth quarter of 2026.
Wedbush Securities Inc. acted as financial advisor for Redx Pharma Ltd. Rita Sobral, Russell Anderson, and Mark Jones of Cooley (UK) LLP acted as legal advisor for Redx Pharma Ltd. Stifel, Nicolaus & Company, Incorporated acted as financial advisor and fairness opinion provider for Skye Bioscience, Inc. Steve Rowles and Shai Kalansky of Morrison & Foerster LLP acted as legal advisor for Skye Bioscience, Inc.
