Scynexis (NASDAQ: SCYX) prices $40M equity private placement with warrants
Rhea-AI Filing Summary
SCYNEXIS, Inc. entered into a private placement with institutional and accredited investors to raise approximately $40.0 million in gross proceeds. The company will issue 34,750,000 common shares, 8,750,000 pre-funded warrants, and accompanying common warrants to purchase up to 43,500,000 shares or pre-funded warrants.
Common shares plus warrants are priced at $0.92 per unit, and pre-funded warrant units at $0.9199. Common warrants carry a $1.20 exercise price and become exercisable after stockholder approval of an authorized share increase. If all warrants are exercised for cash, SCYNEXIS could receive up to an additional $52.2 million.
The company plans to use net proceeds for working capital and general corporate purposes. It estimates that existing cash, cash equivalents and marketable securities, together with anticipated net proceeds from this financing, will fund operations into mid‑2029, supporting development of programs including SCY‑770 for autosomal dominant polycystic kidney disease.
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Insights
$40M raise extends SCYNEXIS’s cash runway into mid‑2029.
SCYNEXIS is using a large equity-linked private placement to strengthen its balance sheet. The deal combines 34,750,000 new common shares, 8,750,000 pre-funded warrants, and common warrants for up to 43,500,000 additional shares or pre-funded warrants, providing immediate and potential follow-on capital.
Initial gross proceeds are about $40.0 million, with up to $52.2 million more if common warrants are fully exercised in cash at $1.20 per share. Management states that existing cash plus anticipated net proceeds should fund operations into mid‑2029, which is meaningful runway for advancing SCY‑770 and other assets.
The structure brings notable dilution and warrant overhang, but participation from healthcare-focused institutional investors and the CEO’s purchase of 108,695 shares provide alignment signals. Execution now hinges on obtaining stockholder approval for an authorized share increase and progressing the planned Week 48 Phase 2 proof‑of‑concept study in autosomal dominant polycystic kidney disease.
8-K Event Classification
Key Figures
Key Terms
Private Placement financial
Pre-Funded Warrants financial
Common Warrants financial
Registration Rights Agreement financial
Orphan Drug designation financial
beneficially owns financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
Private Placement
On March 30, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain new and existing institutional and accredited investors (the “Investors”) pursuant to which the Company, in a private placement (the “Private Placement”), agreed to issue and sell to the Investors an aggregate of (i) 34,750,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 8,750,000 shares of Common Stock and (iii) accompanying common warrants (the “Common Warrants” and together with the Pre-Funded Warrants, the “Warrants”) to purchase up to an aggregate of 43,500,000 shares of Common Stock or Pre-Funded Warrants.
Each Share or Pre-Funded Warrant will be accompanied by one Common Warrant. 34,750,000 Shares and accompanying Common Warrants were sold at a combined price of $0.92 per Share and accompanying Common Warrant, and 8,750,000 Pre-Funded Warrants and accompanying Common Warrants were sold at a combined price of $0.9199 per Pre-Funded Warrant and accompanying Common Warrant. The aggregate share issuance includes 108,695 Shares and accompanying Common Warrants that were sold to the Company’s President and Chief Executive Officer, Dr. David Angulo.
Each Pre-Funded Warrant has an initial exercise price per share of $0.0001, subject to certain adjustments. The Pre-Funded Warrants are exercisable immediately and may be exercised at any time until the Pre-Funded Warrants are exercised in full.
Each Common Warrant is exercisable for one Share (or Pre-Funded Warrant in lieu thereof) at an exercise price of $1.20 per Share, or one Pre-Funded Warrant at an exercise price of $0.0001 per Pre-Funded Warrant in lieu thereof. The Common Warrants will be exercisable beginning on the effective date of the stockholder approval relating to the proposed increase in the Company’s authorized shares of Common Stock (the “Stockholder Approval”) and will expire on 5:00 p.m. (New York City time) on the earlier of (i) the fifth (5th) anniversary of its original issue date and (ii) the thirtieth (30th) day after the Company publicly releases topline data at Week 48 from the Company’s Phase 2 proof-of-concept clinical study evaluating SCY-770 in patients with autosomal dominant polycystic kidney disease. In connection with the Private Placement, the Company has agreed to convene a stockholder meeting no later than 90 days following the closing of the Private Placement to seek the Stockholder Approval.
Under the terms of the Pre-Funded Warrants, the Company may not effect the exercise of any Pre-Funded Warrant, and a holder will not be entitled to exercise any portion of any Pre-Funded Warrant (i) if immediately prior to the exercise, a holder (together with its affiliates), beneficially owns an aggregate number of shares of Common Stock greater than 4.99% or 9.99%, as applicable (the “Maximum Percentage”), of the total number of issued and outstanding shares of Common Stock of the Company without taking into account any shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares” and together with the Shares, the “Registrable Securities”), or (ii) to the extent that immediately following the exercise, the holder (together with its affiliates) would beneficially own in excess of the Maximum Percentage of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of such shares of Common Stock, which such percentage may be changed at the holder’s election to a higher or lower percentage not in excess of 19.99% upon 61 days’ notice to the Company.
The Private Placement is expected to close on or about April 1, 2026, subject to the satisfaction of customary closing conditions. The Company estimates that the gross proceeds to the Company from the Private Placement will be approximately $40.0 million, before deducting placement agent fees and transaction-related expenses, and up to an additional $52.2 million in gross proceeds if the Warrants are fully exercised for cash, subject to the Stockholder Approval. The Company intends to use the net proceeds from the Private Placement for working capital and general corporate purposes.
Guggenheim Securities, LLC is acting as the sole placement agent for the Private Placement. The Company has agreed to pay the placement agent customary placement fees in its capacity as placement agent for the sale of the Shares and the Warrants to the Investors.
In connection with the Private Placement, the Company also entered into a Registration Rights Agreement, dated March 30, 2026 (the “Registration Rights Agreement”), with the Investors. Pursuant to the terms of the Registration Rights Agreement, the Company is obligated to prepare and file with the Securities and Exchange Commission (“SEC”) a registration statement (the “Registration Statement”) to register for resale of the Registrable Securities within 30 days of the closing date of the Private Placement and to use its reasonable best efforts to have the Registration Statement declared effective as soon as possible, but no later than 75 days after the initial filing date of the Registration Statement, subject to extension under the terms of the Registration Rights Agreement. The Company also agreed to use reasonable best efforts to keep such registration statement effective until the earlier of the date the Registrable Securities covered by such Registration Statement have been sold or may be resold pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”) without restriction. The Registration Rights Agreement includes customary provisions regarding payment of fees and expenses and indemnification.
The foregoing descriptions of the Purchase Agreement, the Registration Rights Agreement, the Pre-Funded Warrants and the Common Warrants do not purport to be complete and are qualified in their entirety by reference to the full text of the form of Purchase Agreement, the form of Registration Rights Agreement, the form of Pre-Funded Warrant and the form of Common Warrant, which are filed as Exhibits 10.1, 10.2, 4.1 and 4.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
The representations, warranties and covenants contained in the Purchase Agreement and the Registration Rights Agreement were made solely for the benefit of the parties to the Purchase Agreement and the Registration Rights Agreement and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Purchase Agreement and the Registration Rights Agreement are incorporated herein by reference only to provide investors with information regarding the terms of the Purchase Agreement and the Registration Rights Agreement and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the SEC.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth in Item 1.01 above regarding the Private Placement is incorporated into this Item 3.02.
The Shares and Warrants have not been registered under the Securities Act, in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act. Each of the Investors has provided representations appropriate for a private placement of securities. The sale of the Shares and the Warrants did not involve a public offering and was made without general solicitation or general advertising.
Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.
Item 7.01 Regulation FD Disclosure.
On March 31, 2026, the Company issued a press release announcing the Private Placement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any other filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 8.01 Other Events.
Based on its current plans, the Company estimates that its existing cash, cash equivalents and marketable securities, together with the anticipated net proceeds from the Private Placement (excluding potential proceeds from the exercise of any Common Warrants), will be sufficient to fund its operations into mid-2029.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. All statements other than statements of historical fact are forward-looking statements, which are often indicated by terms such as “could,” “expect,” “estimate,” “may,” “should, “will,” and “would” and similar expressions and the negatives of those terms. Forward-looking statements are based on management’s beliefs and assumptions and on information available to management only as of the date of this report. Examples of these forward-looking statements include, but are not limited to, statements concerning the aggregate amount of proceeds to be received from the Private Placement, the timing of the closing of the Private Placement, the anticipated use of net proceeds from the Private Placement and the estimated cash runway based on the anticipated net proceeds from the Private Placement. The Company’s actual results could differ materially from those anticipated in these forward-looking statements for many reasons. These risks and uncertainties include, among others: the possibility that the Company may be adversely affected by other economic, business and/or competitive factors; risks associated with the development and timing of the Company’s programs, including, which may affect the initiation, timing and progress of clinical trials and pathways to approval; the Company’s ability to fund its operations and to raise additional capital as needed; and the impact of global economic uncertainty, rising inflation, rising interest rates or market disruptions on its business. These risks and uncertainties are more fully described under the heading “Risk Factors” in the Company’s filings with the SEC, including its Annual Report on Form 10-K filed with the SEC on March 4, 2026, and its subsequent filings with the SEC from time to time. Given these risks, uncertainties and other factors, you should not place undue reliance on these forward-looking statements and, except as required by law, the Company assumes no obligation to update these forward-looking statements, even if new information becomes available in the future.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 4.1 | Form of Pre-Funded Warrant | |
| 4.2 | Form of Common Warrant | |
| 10.1 | Form of Securities Purchase Agreement | |
| 10.2 | Form of Registration Rights Agreement | |
| 99.1 | Press release of the Company dated March 31, 2026 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SCYNEXIS, Inc. | ||||||
| Date: March 31, 2026 | By: | /s/ David Angulo, M.D. | ||||
| Name: | David Angulo, M.D. | |||||
| Its: | Chief Executive Officer | |||||
Exhibit 99.1
SCYNEXIS Announces $40.0 million Private Placement
JERSEY CITY, N.J., March 31, 2026 (GLOBE NEWSWIRE) – SCYNEXIS, Inc. (NASDAQ: SCYX) (“SCYNEXIS” or the “Company”), a biotechnology company focused on developing innovative new therapies to address severe rare diseases including SCY-770 for Autosomal Dominant Polycystic Kidney Disease (ADPKD), today announced that it has entered into a securities purchase agreement with certain new and existing institutional and accredited investors. The Company anticipates upfront gross proceeds from the private placement to be approximately $40.0 million, before deducting placement agent fees and transaction-related expenses, and up to an additional $52.2 million in gross proceeds if the Common Warrants are fully exercised for cash, subject to Stockholder Approval of shares of common stock issuable upon exercise of the Common Warrants. The private placement is expected to close on or about April 1, 2026, subject to the satisfaction of customary closing conditions.
Pursuant to the terms of the securities purchase agreement, the Company will issue an aggregate of (i) 34,750,000 shares of its common stock, $0.001 par value per share (the “Common Shares”), (ii) pre-funded warrants to purchase up to 8,750,000 shares of common stock (the “Pre-Funded Warrants”) and (iii) accompanying common warrants to purchase up to an aggregate 43,500,000 shares of common stock or pre-funded warrants in lieu thereof (the “Common Warrants”). The aggregate share issuance includes 108,695 Common Shares and accompanying Common Warrants that were sold to the Company’s President and Chief Executive Officer, Dr. David Angulo. Each Common Share (or Pre-Funded Warrant) will be accompanied by one Common Warrant. The Common Shares and accompanying Common Warrants were sold at a combined price of $0.92 per Common Share and accompanying Common Warrant, and 8,750,000 Pre-Funded Warrants and accompanying Common Warrants were sold at a combined price of $0.9199 per Pre-Funded Warrant and accompanying Common Warrant.
Each Pre-Funded Warrant is immediately exercisable and will expire when exercised in full. Each Common Warrant will be exercisable for one share of common stock (or pre-funded warrants in lieu thereof) at an exercise price of $1.20 per share, will be exercisable beginning on the effective date of the stockholder approval relating to the proposed increase in the Company’s authorized shares of common stock (the “Stockholder Approval”) and will expire on 5:00 p.m. (New York City time) on the earlier of (i) the fifth anniversary of the closing date and (ii) the 30th day after the Company publicly releases topline data at Week 48 from its Phase 2 proof-of-concept clinical study evaluating SCY-770 in patients with ADPKD.
The private placement financing includes participation from new and existing institutional investors, including Great Point Partners, LLC, Squadron Capital Management LLC, Adage Capital Management, L.P., Propel Bio Partners, a large healthcare-dedicated fund, and other investors. The Company’s President and Chief Executive Officer, Dr. David Angulo, is also participating in the private placement.
Guggenheim Securities, LLC is acting as the sole placement agent for the private placement.
The Company intends to use the net proceeds from the private placement for working capital and general corporate purposes. Based on the Company’s current plans, the Company estimates its existing cash, cash equivalents and marketable securities, together with the anticipated net proceeds from the private placement (excluding potential proceeds from the exercise of any Common Warrants), will be sufficient to fund its operations into mid-2029.
The offer and sale of the securities to be sold in the private placement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state or other applicable jurisdiction’s securities laws, and such securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdictions’ securities laws. Concurrently with entering into the securities purchase agreement, the Company and the investors entered into a registration rights agreement pursuant to which the Company has agreed to file a registration statement with the Securities and Exchange Commission registering the resale of the Common Shares issued in the private placement, including the shares of common stock underlying the Pre-Funded Warrants and accompanying Common Warrants sold in this financing. In connection with the private placement, the Company has agreed to convene a stockholder meeting no later than 90 days following the closing to seek approval of an increase in the number of its authorized shares of common stock.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
About SCYNEXIS
SCYNEXIS, Inc. (NASDAQ: SCYX) is dedicated to advancing innovative solutions for severe rare diseases. SCY-770 is being developed for the treatment of Autosomal Dominant Polycystic Kidney Disease (ADPKD) and has been granted Orphan Drug designation. SCYNEXIS’s proprietary antifungal platform “fungerps” includes BREXAFEMME® (ibrexafungerp tablets), the first approved representative of this novel class, which has been licensed to GSK, and SCY-247, currently in clinical stages of development. For more information, visit www.scynexis.com.
Forward-Looking Statements
Statements contained in this press release regarding expected future events or results are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to statements regarding: statements concerning expected gross proceeds from the private placement, expected use of proceeds, and expected closing of the private placement, the ability to obtain Stockholder Approval for the exercise of the Common Warrants into shares of common stock, and other statements identified by words such as “will,” “potential,” “could,” “can,” “believe,” “intends,” “continue,” “plans,” “expects,” “anticipates,” “estimates,” “may,” other words of similar meaning or the use of future dates. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, risks inherent in regulatory and other costs in developing products and risks related to the private placement. For the Company, this includes satisfaction of the customary closing conditions of the private placement, delays in obtaining required stock exchange or other regulatory approvals, the potential exercise of the warrants and gross proceeds generated by any warrant exercises, the future prospects of the Company’s SCY-770 program, the timing and results of the Company’s anticipated Phase 2 proof-of-concept clinical study evaluating SCY-770, stock price volatility and uncertainties relating to the financial markets, the medical community and the global economy, and the impact of instability in general business and economic conditions, including changes in inflation and interest rates. These and other risks are described more fully in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including without limitation, its most recent Annual Report on Form 10-K filed on March 4, 2026, including under the caption “Risk Factors,” and in other filings the Company makes with the SEC from time to time. All forward-looking statements contained in this press release speak only as of the date on which they were made. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.
CONTACT:
Investor Relations
Irina Koffler
LifeSci Advisors
Tel: 917-734-7387
ikoffler@lifesciadvisors.com
Source: Scynexis
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Filing Exhibits & Attachments
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