SCYNEXIS (SCYX) approves 1-for-8 reverse stock split and major cut to authorized shares

Rhea-AI Filing Summary

SCYNEXIS, Inc. held a special stockholder meeting where investors approved an amendment to its certificate of incorporation to implement a reverse stock split and decrease authorized shares. Stockholders cast 44,826,378 votes for the proposal, 6,708,960 against, and 102,965 abstaining, out of 79,442,633 shares entitled to vote.

Following this approval, the Board chose a one-for-eight reverse stock split ratio, effective May 29, 2026. Every 8 issued and outstanding shares of common stock will convert into 1 share, and authorized common shares will be reduced from 150,000,000 to 18,750,000 without changing par value.

The reverse split will proportionately affect all existing shares, as well as the share counts under equity compensation plans, options, RSUs, and warrants, with corresponding increases in option and warrant exercise prices. No fractional shares will be issued; holders entitled to fractions will receive cash instead. SCYNEXIS common stock will begin trading on a split-adjusted basis on the Nasdaq Capital Market on June 1, 2026 under the existing ticker SCYX, with a new CUSIP number 811292 309.

Insights

Capital structure analyst

SCYNEXIS is consolidating its share count with a 1-for-8 reverse split and sharply reducing authorized shares.

The company’s stockholders approved a reverse stock split and a decrease in authorized common shares, and the Board set the ratio at one-for-eight. This consolidates the existing share base and materially lowers the maximum number of shares the company can issue in the future.

The move affects all outstanding shares and equity awards proportionately, preserving ownership percentages aside from minor effects from cash paid for fractional shares. Options and warrants will cover fewer shares at higher exercise prices. Trading on a split-adjusted basis begins on June 1, 2026, which is when the market will begin reflecting the new share structure.

8-K Event Classification

2 items: 5.07, 8.01

2 items

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

Results of a shareholder vote on proposals at an annual or special meeting.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Reverse split ratio: 1-for-8 Authorized shares before: 150,000,000 shares Authorized shares after: 18,750,000 shares +5 more

8 metrics

Reverse split ratio 1-for-8 Reverse stock split ratio approved by Board on May 19, 2026

Authorized shares before 150,000,000 shares Authorized common stock prior to Amendment

Authorized shares after 18,750,000 shares Authorized common stock after reverse split and Amendment

Votes for proposal 44,826,378 votes Votes for reverse stock split and decrease in authorized shares

Votes against proposal 6,708,960 votes Votes against reverse stock split proposal

Shares entitled to vote 79,442,633 shares Common stock entitled to vote at special meeting

Shares present at meeting 51,638,303 shares Shares present in person or by proxy at special meeting

New CUSIP 811292 309 CUSIP number for common stock after reverse split

Key Terms

reverse stock split, authorized shares, equity compensation plans, restricted stock units, +2 more

6 terms

reverse stock split financial

"implement a reverse stock split of the Company’s common stock, at a ratio"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

authorized shares financial

"and decrease the number of authorized shares."

Authorized shares are the maximum number of shares a company is allowed to issue according to its official plan. Think of it as a company’s set limit on how many pieces of its ownership it can distribute to investors. This number helps investors understand the potential for future growth or change in the company's ownership structure.

equity compensation plans financial

"as well as the number of shares of common stock available for issuance under the Company’s equity compensation plans."

restricted stock units financial

"reduction in the number of shares of common stock issuable upon the exercise of stock options, restricted stock units and warrants"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Nasdaq Capital Market financial

"begin trading on the Nasdaq Capital Market on a split-adjusted basis"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

CUSIP number financial

"The new CUSIP number for the common stock following the Reverse Stock Split is 811292 309."

A CUSIP number is a nine-character code that uniquely identifies a specific U.S. or Canadian stock, bond, or other security, similar to a barcode or a social-security number for a financial instrument. It matters to investors because it removes confusion between similar securities, ensures trades and settlements are applied to the correct issue, and helps locate official documents and transaction records quickly.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 19, 2026

SCYNEXIS, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-36365	56-2181648
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
1 Evertrust Plaza 13th Floor
Jersey City, New Jersey				07302-6548
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 201 884-5485

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		SCYX		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

A special meeting of the stockholders of SCYNEXIS, Inc. (the “Company”) was held on May 19, 2026 (the “Special Meeting”). Proxies for the Special Meeting were solicited by the Board of Directors of the Company pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Board of Directors’ solicitation. There were 79,442,633 shares of common stock entitled to vote at the Special Meeting and each share of common stock was entitled to one vote. A total of 51,638,303 shares of common stock were present at the Special Meeting in person or by proxy. Set forth below are the results of the matter submitted for a vote of stockholders of the Company at the Special Meeting.

Proposal 1: Approval of an amendment to the amended and restated certificate of incorporation, to implement a reverse stock split of the Company’s common stock, at a ratio ranging from any whole number between 1-for-5 and 1-for-10, with such ratio to be determined at the discretion of the Board of Directors of the Company, and decrease the number of authorized shares. The votes were cast as follows:

Votes For	Votes Against	Abstained
44,826,378	6,708,960	102,965

Item 8.01. Other Events.

On May 19, 2026, the Board of Directors of the Company approved the filing with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Amendment”), to effect a one-for-eight (1:8) reverse stock split of its common stock, effective as of May 29, 2026 (the “Reverse Stock Split”). A series of alternate amendments to effect the Reverse Stock Split and a reduction in the total number of authorized shares of the Company was approved by the Company’s stockholders at the Special Meeting, and the specific one-for-eight (1:8) ratio was subsequently approved by the Company’s Board of Directors on May 19, 2026.

The Amendment provides that at the effective time of the Amendment, every 8 shares of the Company’s issued and outstanding common stock will be automatically converted into one issued and outstanding share of common stock, and the authorized shares of the Company’s common stock will be reduced from 150,000,000 to 18,750,000, without any change in par value per share. The Reverse Stock Split will affect all shares of the Company’s common stock outstanding immediately prior to the effective time of the Amendment, as well as the number of shares of common stock available for issuance under the Company’s equity compensation plans. In addition, the Reverse Stock Split will effect a reduction in the number of shares of common stock issuable upon the exercise of stock options, restricted stock units and warrants outstanding immediately prior to the effectiveness of the Amendment with a corresponding increase in the exercise price per share applicable to such stock options and warrants.

No fractional shares will be issued because of the Reverse Stock Split. Stockholders who would otherwise be entitled to receive a fractional share will receive a cash payment in lieu thereof. The Reverse Stock Split will affect all stockholders proportionately and will not affect any stockholder’s percentage ownership of the Company’s common stock (except to the extent that the Reverse Stock Split results in any stockholder owning only a fractional share).

The Company’s common stock is scheduled to begin trading on the Nasdaq Capital Market on a split-adjusted basis when the market opens on June 1, 2026 under the existing ticker symbol “SCYX”. The new CUSIP number for the common stock following the Reverse Stock Split is 811292 309. The par value per share of the common stock will remain unchanged at $0.001.

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:	May 22, 2026	By:	/s/ David Angulo, M.D.
		Name:	David Angulo, M.D.
		Title:	Chief Executive Officer

FAQ

What reverse stock split did SCYNEXIS (SCYX) approve in this 8-K?

SCYNEXIS approved a one-for-eight (1:8) reverse stock split of its common stock. Every eight issued and outstanding shares will automatically convert into one share, while maintaining the same overall ownership percentages aside from small adjustments related to cash paid instead of fractional shares.

How did SCYNEXIS stockholders vote on the reverse stock split proposal?

SCYNEXIS stockholders approved the reverse stock split proposal with 44,826,378 votes for, 6,708,960 against, and 102,965 abstaining. There were 79,442,633 shares entitled to vote, and 51,638,303 shares were present in person or by proxy at the special meeting.

When will SCYNEXIS’s reverse stock split become effective and when will SCYX trade split-adjusted?

The reverse stock split becomes effective May 29, 2026 under a Certificate of Amendment filed in Delaware. SCYNEXIS common stock is scheduled to begin trading on the Nasdaq Capital Market on a split-adjusted basis on June 1, 2026, under the existing ticker symbol SCYX.

How are SCYNEXIS’s authorized shares affected by the reverse stock split?

The amendment reduces authorized common shares from 150,000,000 to 18,750,000, with no change in the $0.001 par value. This lowers the maximum number of common shares the company may issue while aligning the authorization with the post-split share structure.

What happens to SCYNEXIS options, RSUs, and warrants after the reverse stock split?

The reverse split proportionately reduces the number of shares subject to stock options, restricted stock units, and warrants outstanding immediately before effectiveness. Their exercise prices for options and warrants will increase correspondingly so each award maintains the same aggregate economic value as before the split.

Will SCYNEXIS issue fractional shares as part of the reverse stock split?

No, SCYNEXIS will not issue fractional shares because of the reverse stock split. Stockholders who would otherwise receive a fractional share will instead receive a cash payment in lieu of that fraction, slightly adjusting their final share count.

Does the SCYNEXIS reverse stock split change stockholders’ ownership percentages?

The reverse stock split is intended to affect all stockholders proportionately, so individual percentage ownership of common stock remains the same. Only minor differences may arise for holders receiving cash in place of fractional shares, slightly altering their exact holdings.

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