[8-K] SCYNEXIS, Inc. Reports Material Event

Rhea-AI Filing Summary

Amendment No. 25 to Schedule 13D discloses that India-based Tractors & Farm Equipment Ltd (TAFE), TAFE Motors & Tractors Ltd and chair Mallika Srinivasan collectively hold roughly 16.3 % of AGCO’s 74.6 million outstanding shares (≈12.15 million shares). The filing follows a comprehensive settlement signed on 30 Jun 2025 that resets the long-standing strategic relationship between the two companies.

Key agreements

• Cooperation Agreement: imposes a perpetual stand-still: the Reporting Persons will vote in line with AGCO’s Board and will not raise their ownership above the “Ownership Cap” (≈16.3 %) except on defined change-of-control triggers. They must also participate proportionately in future AGCO buybacks.
• Buyback Agreement: AGCO Holding B.V. will sell its 20.7 % stake in TAFE (2.389 million shares) back to TAFE for US$260 million. Completion is pending Indian procedural approvals.
• Intellectual Property Agreement: Exclusive rights to the “Massey Ferguson” brand for tractors in India, Nepal and Bhutan will transfer to TAFE when the Buyback closes.
• Arbitration & Litigation Settlements: All cross-border disputes and brand-related suits will be withdrawn, eliminating legal overhang.

Strategic implications

• AGCO receives US$260 million cash and exits its minority position in TAFE.
• Stable 16 % shareholder alignment reduces near-term takeover risk and supports Board initiatives.
• Brand transfer limits AGCO’s direct exposure to the fast-growing Indian tractor market but clarifies marketing rights.

Positive

• US$260 million cash inflow from TAFE share buyback strengthens AGCO’s balance sheet and capital allocation flexibility.
• Settlement of all arbitration and Indian litigation removes legal uncertainty and potential expense overhang.
• Perpetual stand-still aligns a 16 % shareholder with AGCO’s Board, reducing governance friction and takeover risk.

Negative

• Transfer of exclusive “Massey Ferguson” brand rights in India, Nepal and Bhutan to TAFE could limit AGCO’s future growth in those high-volume markets.

Insights

Financial Analyst

TL;DR: Cash inflow and dispute resolution are mildly accretive; brand concession is a manageable trade-off.

The US$260 million buyback proceeds provide immediate liquidity that can fund repurchases or bolt-on acquisitions, equivalent to roughly 3 % of AGCO’s market cap. Terminating costly arbitrations and Indian lawsuits removes earnings volatility and legal expenses. The perpetual stand-still stabilises governance, lowering the probability of a hostile campaign while keeping change-of-control options open through defined triggers. The main give-up is exclusive “Massey Ferguson” branding in India, Nepal and Bhutan; however, AGCO’s direct sales in those territories were already limited, so revenue impact should be minor. Net effect: modestly positive for shareholder value.

Corporate Governance Specialist

TL;DR: Stand-still secures board support but cements a powerful 16 % bloc; future dynamics hinge on trigger events.

The Cooperation Agreement locks a significant holder into board-aligned voting, reducing proxy contest risk and aiding strategic consistency. Proportional participation in future buybacks prevents creeping control. Nevertheless, the agreement’s exception list preserves TAFE’s right to act independently during extraordinary transactions, so influence remains. By exchanging branding rights and closing suits, both parties clear historic friction, suggesting a more collaborative posture. Governance risk is neutral overall—greater stability offset by the permanence of a large, coordinated shareholder.

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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): June 25, 2025

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 5.07 Submission of Matters to a Vote of Security Holders.

On June 25, 2025, SCYNEXIS, Inc. held its 2025 Annual Meeting of Stockholders. 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, 2025; and (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, 2025 (the “Proxy Statement”).

Proposal 1:	Each of the seven directors proposed by SCYNEXIS for re-election was elected to serve until SCYNEXIS’s 2026 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.				13,412,224					1,121,235						12,473,330
Armando Anido				13,309,055					1,224,404						12,473,330
Steven C. Gilman, Ph.D.				13,065,389					1,468,070						12,473,330
Ann F. Hanham, Ph.D.				13,228,680					1,304,779						12,473,330
David Hastings				13,414,768					1,118,691						12,473,330
Guy Macdonald				13,213,263					1,320,196						12,473,330
Philippe Tinmouth				13,371,338					1,162,121						12,473,330

Proposal 2: The appointment of Deloitte & Touche LLP as SCYNEXIS’s independent registered public accounting firm for the fiscal year ending December 31, 2025, was ratified. The tabulation of votes on this matter was as follows:

For		Against		Abstain		Broker Non-Votes
25,543,125		797,439		666,225		—

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
12,417,323		1,425,389		690,747		12,473,330

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:	July 1, 2025	By:	/s/ David Angulo, M.D.
		Name: Its:	David Angulo, M.D.  Chief Executive Officer

FAQ

What percentage of AGCO (NYSE: AGCO) shares does TAFE currently own?

TAFE beneficially owns approximately 16.3 % of AGCO’s 74.6 million outstanding shares.

How much cash will AGCO receive from the TAFE buyback agreement?

AGCO will receive US$260 million for selling its 20.7 % stake in TAFE.

What are the main terms of the Cooperation Agreement between AGCO and TAFE?

TAFE must vote with AGCO’s Board, cap ownership at ~16.3 %, and join future share repurchases, with exceptions for certain change-of-control events.

Does the filing resolve existing litigation between AGCO and TAFE?

Yes. The Arbitration and India Litigation Settlement agreements withdraw all claims on a no-fault basis.

What happens to the ‘Massey Ferguson’ brand rights in India?

Upon the Effective Date, sole ownership for India, Nepal and Bhutan transfers to TAFE for tractors and related equipment.