[Form 4] SCYNEXIS, Inc. Insider Trading Activity

Rhea-AI Filing Summary

JPMorgan Chase Financial Company LLC is marketing a three-year structured note titled 3y RAY/SX5E Basket Dual Directional Trigger PLUS. The note is linked to a basket comprising the Russell 3000® Index (40% weight) and the EURO STOXX 50® Index (60% weight). Key commercial terms are as follows:

• Upside participation: 200% leveraged exposure to basket gains, subject to a maximum payment of at least $1,325.50 (132.55% of principal).
• Dual-directional feature: If the basket finishes flat or declines by ≤15%, investors receive a positive return equal to the absolute basket move (e.g., –10% basket change ➔ +10% payout), capped at $1,150.
• Trigger level: 85% of the initial basket value. A close below this level on the valuation date results in loss of principal in line with basket performance, up to total loss.
• Maturity & dates: Pricing expected 1 Jul 2025; valuation 3 Jul 2028; maturity 7 Jul 2028.
• Issue price / estimated value: $1,000 per note; estimated value on pricing date will not be less than $920.
• Credit exposure: Payments depend on the senior unsecured obligations of JPMorgan Financial (issuer) and JPMorgan Chase & Co. (guarantor).

The note provides enhanced upside (2× leverage) and limited downside buffer (15%) but introduces several risks, including capped gains, full downside beyond the trigger, secondary-market illiquidity, and potential issuer credit deterioration. The product is intended for investors with a moderately bullish, range-bound, or slightly bearish three-year view on the basket who can tolerate the possibility of significant capital loss.

Positive

• 200% leveraged upside participation on basket gains, enhancing potential returns versus direct index exposure.
• Dual-directional feature converts declines up to 15% into positive payouts, providing a limited downside buffer.
• Defined maximum premium: minimum upside cap disclosed (132.55%), offering clarity on risk/reward profile.

Negative

• Upside is capped at roughly 32.55%, limiting gains in strong equity rallies.
• Loss of principal beyond a 15% decline; a severe market downturn can lead to substantial or total loss.
• Estimated issue value ($≤920) is below purchase price, implying an immediate economic drag for investors.
• Credit risk of JPMorgan Financial and JPMorgan Chase & Co.; note is an unsecured obligation.
• Secondary-market illiquidity may result in unfavorable pricing before maturity.

Insights

Structured-Product Analyst

TL;DR Structured note offers 2× upside and 15% downside buffer but caps gains; credit and liquidity risks persist.

The Dual Directional Trigger PLUS provides an attractive 200% participation rate and a rare opportunity to gain from moderate declines—features suited to investors expecting low-to-mid-teens range-bound performance. However, the upside cap of roughly 32.55% limits returns if equity markets rally strongly, while any basket drop beyond –15% exposes investors to uncapped losses. The embedded derivative value (≥$920 vs. $1,000 issue price) implies a ~8% upfront premium, typical for retail structured notes but a drag on risk-adjusted return. Credit exposure to JPMorgan is investment-grade but non-trivial for a three-year horizon. Overall, the product is neutral from a portfolio perspective: it may complement yield-enhancement strategies yet offers no clear advantage over cheaper hedging or outright equity positions.

Risk Analyst

TL;DR Main risks: capped upside, loss beyond 15% trigger, secondary-market illiquidity, and issuer credit.

Investors must weigh the 15% buffer against tail-risk scenarios; a 30% basket drop halves principal, and a 50% drop erases half the investment. Liquidity is dealer-driven—bid/ask spreads can widen, especially in stress periods, amplifying mark-to-market losses. The product’s value is sensitive to volatility, funding curves, and correlation between the U.S. and Eurozone equities; adverse dynamics could depress secondary prices well below theoretical value. Tax treatment is uncertain, potentially subject to ordinary income rather than capital gains. Given these considerations, the note is best suited for sophisticated investors comfortable with structured-product nuances.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

HANHAM ANN

(Last) (First) (Middle)

1 EVERTRUST PLAZA

13TH FLOOR

(Street)

JERSEY CITY NJ 07302-6548

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SCYNEXIS INC [ SCYX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/26/2025		A		23,000(1)	A	$0	69,622	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option	$0.74	06/26/2025		A		23,000		(2)	06/25/2035	Common Stock	23,000	$0	23,000	D

Explanation of Responses:

1. One-hundred percent (100%) of the shares subject to the restricted stock unit vest on the first anniversary of the date of grant, provided that the non-employee director is providing continuous services on the applicable vesting date.

2. One-hundred percent (100%) of the shares subject to the option vest on the first anniversary of the date of grant, provided that the non-employee director is providing continuous services on the applicable vesting date.

	/s/ Robert F. Joyce Jr., by Power of Attorney	06/30/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What indices back the JPMorgan Dual Directional Trigger PLUS?

The note references a basket of the Russell 3000® Index (40%) and the EURO STOXX 50® Index (60%).

How much upside can investors earn on the Trigger PLUS?

Maximum payment is at least $1,325.50, representing a 32.55% total return on the $1,000 principal.

What happens if the basket falls by less than 15% at maturity?

Investors receive a positive return equal to the absolute basket decline; a –10% basket move pays +10% (up to $1,150).

At what point do investors start losing principal?

If the basket closes below the 85 trigger level (–15% or worse), repayment equals the basket performance factor, leading to principal loss.

When do the Trigger PLUS price and mature?

Pricing is expected on 1 Jul 2025 with maturity on 7 Jul 2028 after the valuation date of 3 Jul 2028.

What is the initial estimated value of the note?

JPMorgan will disclose an estimated value not lower than $920 per $1,000 note in the final pricing supplement.