STOCK TITAN

SCYNEXIS (SCYX) expands authorized stock and registers 87M shares for resale

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

SCYNEXIS, Inc. is registering the resale of up to 87,000,000 shares of common stock under an effective Form S-3, covering shares already held by selling stockholders and shares issuable from existing warrants.

The company also amended its certificate of incorporation to increase authorized stock from 23,750,000 to 65,000,000 shares, including an increase in authorized common stock from 18,750,000 to 60,000,000 shares. Stockholders approved this change at the June 25, 2026 annual meeting, held before a 1-for-8 reverse stock split that took effect on May 29, 2026. Certain warrants become exercisable following the authorized share increase, with pre-funded warrants priced at $0.0001 per share and common warrants at $1.20 per share, all on a pre-split basis.

Positive

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Negative

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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Registered resale amount 87,000,000 shares Common stock registered for resale under Form S-3, pre-split
Outstanding shares in resale 34,750,000 shares Already issued common stock held by selling stockholders
Pre-funded warrant shares 8,750,000 shares at $0.0001/share Common stock issuable from pre-funded warrants, pre-split
Common warrant shares 43,500,000 shares at $1.20/share Common stock issuable from common warrants, pre-split
Authorized stock before/after 23,750,000 to 65,000,000 shares Total authorized company stock increased via charter amendment
Authorized common stock before/after 18,750,000 to 60,000,000 shares Authorized common shares increased in amended charter
Reverse stock split ratio 1-for-8 Reverse split effective May 29, 2026
Auditor ratification votes for 56,745,060 votes Votes for ratifying Deloitte & Touche LLP
Certificate of Amendment regulatory
"filed a Certificate of Amendment (the “Amendment”) to its Amended and Restated Certificate"
A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.
Registration Statement on Form S-3 regulatory
"has filed with the Commission a Registration Statement on Form S-3 (Registration Statement No. 333-295493)"
A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.
pre-funded warrants financial
"8,750,000 shares of Common Stock issuable upon the exercise of pre-funded warrants held by the Selling Stockholders"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Common Warrants financial
"43,500,000 shares of Common Stock issuable upon the exercise of common warrants (the “Common Warrants”)"
A common warrant is a tradable instrument that gives its holder the right to buy a company’s common shares at a fixed price within a set time period, similar to a coupon that can be redeemed later to purchase stock. Investors care because exercising warrants can boost potential gains if the stock rises, but it can also dilute existing shareholders by increasing the number of shares outstanding, which can lower per-share value.
reverse stock split financial
"preceded the 1-for-8 reverse stock split that took effect on May 29, 2026"
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.
Annual Meeting of Stockholders regulatory
"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)"
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false--12-31000117825300011782532026-06-252026-06-25

 

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): June 25, 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 Global 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 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

 

On June 26, 2026, SCYNEXIS, Inc. (the “Company” or “SCYNEXIS”) filed a Certificate of Amendment (the “Amendment”) to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the number of authorized shares of the Company’s stock from 23,750,000 shares to 65,000,000 shares, which reflects the increase in the number of authorized shares of the Company’s common stock, par value $0.001 per share (the "Common Stock"), from 18,750,000 to 60,000,000 shares.

 

As disclosed in Item 5.07 of this Current Report on Form 8-K, the Amendment was approved by the Company’s stockholders at the Annual Meeting held on June 25, 2026. For a description of the Amendment, see Proposal 6 in the Company’s definitive proxy statement for the Annual Meeting filed with the Commission on April 30, 2026.

 

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

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

 

On June 25, 2026, SCYNEXIS, Inc. held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The record date for the Annual Meeting was April 27, 2026, which preceded the 1-for-8 reverse stock split that took effect on May 29, 2026, and therefore all final voting results set forth below represent share counts on a pre-reverse stock split basis. The following is a brief description of each matter voted upon at the Annual Meeting, as well as the final tally of the number of votes cast: (a) for or withheld with respect to the election of directors; (b) for, against or abstain for the ratification of the appointment of Deloitte & Touche LLP as SCYNEXIS’s independent registered public accounting firm for the fiscal year ending December 31, 2026; (c) for, against or abstain for the advisory approval of the executive compensation as disclosed in SCYNEXIS’s proxy statement, filed with the Securities and Exchange Commission on April 30, 2026 (the “Proxy Statement”); (d) for, against or abstain for the advisory approval on the frequency of future advisory voting on executive compensation; (e) for, against or abstain for the amendment to the 2024 Equity Incentive Plan (the “2024 Plan”); and (f) for, against or abstain for the amendment to the Amended and Restated Certificate of Incorporation to increase the total number of authorized shares of Common Stock.

 Proposal 1:

Each of the six directors proposed by SCYNEXIS for re-election was elected to serve until SCYNEXIS’s 2027 Annual Meeting of Stockholders or until his or her respective successor has been elected and qualified. The tabulation of votes on this matter was as follows:

For

Withheld

Broker
Non-Votes

David Angulo, M.D.

42,778,631

 

 

 

 

1,658,517

 

 

 

 

14,745,461

Armando Anido

42,774,453

 

 

 

 

1,662,695

 

 

 

 

14,745,461

Ann F. Hanham, Ph.D.

42,761,194

 

 

 

 

1,675,954

 

 

 

 

14,745,461

David Hastings

42,775,270

 

 

 

 

1,661,878

 

 

 

 

14,745,461

Guy Macdonald

42,769,133

 

 

 

 

1,668,015

 

 

 

 

14,745,461

Philippe Tinmouth

42,779,950

 

 

 

 

1,657,198

 

 

 

 

14,745,461

Proposal 2:

The appointment of Deloitte & Touche LLP as SCYNEXIS’s independent registered public accounting firm for the fiscal year ending December 31, 2026, was ratified. The tabulation of votes on this matter was as follows:

 

For

Against

Abstain

Broker
Non-Votes

56,745,060

 

1,878,978

 

558,571

Proposal 3:

Advisory approval of the compensation of SCYNEXIS's named executive officers as disclosed in the Proxy Statement, was approved. The tabulation of votes on this matter was as follows:

 

 


For

Against

Abstain

Broker
Non-Votes

41,970,140

 

2,076,765

 

390,243

 

14,745,461

Proposal 4:

Advisory approval on the frequency of future advisory voting on the compensation paid to SCYNEXIS’s named executive officers as disclosed in the Proxy Statement, was approved. The tabulation of votes on this matter was as follows:

1 Year

2 Year

3 Year

Abstain

 

Broker Non-Votes

42,700,367

 

537,132

 

826,624

 

373,025

 

 

14,745,461

 

 

Proposal 5:

The amendment to the 2024 Plan to, among other things, increase the aggregate number of shares of Common Stock authorized for issuance under the 2024 Plan by 9,600,000 shares (pre-reverse stock split), was approved. The tabulation of votes on this matter was as follows:

For

Against

Abstain

Broker
Non-Votes

36,621,939

 

7,362,841

 

452,368

 

14,745,461

 

Proposal 6:

The Amendment to our Amended and Restated Certificate of Incorporation to increase the total number of authorized shares of Common Stock to 60,000,000 as disclosed in the Proxy Statement, was approved. The tabulation of votes on this matter was as follows:

For

Against

Abstain

Broker
Non-Votes

45,814,090

 

12,437,086

 

931,433

 

 

 

Item 8.01 Other Events.

The Company has filed with the Commission a Registration Statement on Form S-3 (Registration Statement No. 333-295493) (the “Registration Statement”), which was declared effective by the Commission as of May 8, 2026, for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), the resale from time to time by the selling stockholders identified in the Registration Statement (the “Selling Stockholders”) of up to 87,000,000 shares of the Common Stock, consisting of: (i) 34,750,000 shares of Common Stock already issued and outstanding and held by the Selling Stockholders; (ii) 8,750,000 shares of Common Stock issuable upon the exercise of pre-funded warrants held by the Selling Stockholders, each with an exercise price of $0.0001 per share, which are immediately exercisable; and (iii) 43,500,000 shares of Common Stock issuable upon the exercise of common warrants (the “Common Warrants”) held by the Selling Stockholders, each with an exercise price of $1.20 per share. The Common Warrants became exercisable upon the effectiveness of the increase in the Company’s authorized shares of Common Stock approved by the Company’s stockholders at the Annual Meeting. In connection with the Registration Statement, the Company is filing as Exhibit 5.1 hereto an opinion of counsel with respect to the shares registered thereunder. Such opinion is incorporated by reference into the Registration Statement. All share counts and exercise prices in this paragraph represent values prior to the 1-for-8 reverse stock split that took effect on May 29, 2026.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

Description

3.1

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant

5.1

Opinion of Cooley LLP

23.1

Consent of Cooley LLP (included in Exhibit 5.1)

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 


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:

June 26, 2026

By:

/s/ David Angulo, M.D.

 

 

Name:

Its:

 David Angulo, M.D.
 Chief Executive Officer

 


FAQ

What capital changes did SCYNEXIS (SCYX) approve at the 2026 annual meeting?

SCYNEXIS stockholders approved an amendment increasing authorized stock to 65,000,000 shares, including 60,000,000 authorized common shares. This amendment, filed June 26, 2026, expands the company’s ability to issue equity in the future for corporate and financing purposes.

How many SCYNEXIS (SCYX) shares are registered for resale under the Form S-3?

The Form S-3 registration statement covers the resale of up to 87,000,000 shares of SCYNEXIS common stock. This includes already issued shares plus shares underlying pre-funded and common warrants held by identified selling stockholders, all on a pre-reverse-split basis.

What types of SCYNEXIS (SCYX) securities are included in the 87,000,000 registered shares?

The 87,000,000 registered shares include 34,750,000 common shares already outstanding, 8,750,000 issuable from pre-funded warrants, and 43,500,000 issuable from common warrants. All amounts and exercise prices are presented on a pre-1-for-8 reverse stock split basis.

What are the exercise prices of SCYNEXIS (SCYX) warrants mentioned in the 8-K?

Pre-funded warrants are exercisable at $0.0001 per share, while common warrants carry a $1.20 per share exercise price. Both warrant series are held by selling stockholders and relate to shares registered for resale under SCYNEXIS’s effective Form S-3 registration statement.

When did SCYNEXIS (SCYX) implement its 1-for-8 reverse stock split?

SCYNEXIS implemented a 1-for-8 reverse stock split effective May 29, 2026. Voting results for the 2026 annual meeting and the share and warrant figures in the resale registration are presented using pre-reverse-split share counts and exercise prices for clarity.

Did SCYNEXIS (SCYX) stockholders approve the equity incentive plan changes?

Stockholders voted on an amendment to the 2024 Equity Incentive Plan, with 36,621,939 votes for, 7,362,841 against, and 452,368 abstentions. These results indicate approval, supporting continued use of equity-based compensation as part of SCYNEXIS’s overall employee and executive incentive structure.

Filing Exhibits & Attachments

3 documents