SCYNEXIS Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

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

SCYNEXIS, Inc.

(Exact name of Registrant as Specified in Its Charter)

(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:

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

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.

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.

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.