SCYNEXIS INC 8-K

What Happened

• SCYNEXIS, Inc. (SCYX) filed an 8-K (Mar 31, 2026) disclosing a Securities Purchase Agreement dated March 30, 2026 for a private placement expected to close on or about April 1, 2026. The deal will issue 34,750,000 common shares and 8,750,000 pre‑funded warrants (each pre‑funded warrant exercisable for one share at $0.0001) — each share or pre‑funded warrant is accompanied by one common warrant. Gross proceeds are estimated at approximately $40.0 million (before fees and expenses) and could increase by up to $52.2 million if the common warrants are fully exercised for cash, subject to stockholder approval.

Key Details

• Transaction structure: 34,750,000 shares + 8,750,000 pre‑funded warrants; together accompanied by up to 43,500,000 common warrants.
• Prices: $0.92 per share plus accompanying common warrant; $0.9199 per pre‑funded warrant plus accompanying common warrant.
• Warrant terms: pre‑funded warrants exercisable immediately (exercise price $0.0001); common warrants exercise price $1.20 per share. Common warrants become exercisable only after a stockholder vote to increase authorized shares and expire the earlier of (a) 5 years after issue or (b) 30 days after release of Week 48 topline data from SCY‑770 Phase 2 ADPKD study.
• Stockholder vote & timing: Company must convene a meeting within 90 days post‑closing to seek approval to increase authorized common shares (required for common warrants to be exercisable). Registration rights require filing a resale registration statement within 30 days of closing and using best efforts to have it effective within 75 days of filing.
• Insider participation & placement agent: CEO Dr. David Angulo purchased 108,695 shares + accompanying warrants. Guggenheim Securities, LLC is sole placement agent.

Why It Matters

• Capital and runway: The company estimates that current cash, cash equivalents and marketable securities, together with the expected net proceeds from this private placement (excluding any cash from future warrant exercises), will fund operations into mid‑2029. That materially extends near‑term funding visibility.
• Dilution and conditional funding: Investors should note immediate dilution from the newly issued shares and further potential dilution if common warrants are exercised (up to $52.2M additional capital if exercised). Common warrants cannot be exercised until shareholders approve an increase in authorized shares, so their exercisability — and resulting dilution and cash inflow — depends on that upcoming stockholder vote.
• Limits on ownership: Pre‑funded warrants include ownership caps (beneficial ownership limits at 4.99% or 9.99%, adjustable up to 19.99% with notice), which affect how much any single investor can immediately convert.