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): ~~November~~June 0620, ~~2024~~2025

SCYNEXIS, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-36365	56-2181648
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
1 Evertrust Plaza13th 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		TradingSymbol(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 83.01 OtherNotice Eventsof Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~Controlled~~On ~~Equity~~June ~~OfferingSM~~20, ~~Sales~~2025, ~~Agreement~~ SCYNEXIS, Inc. (“SCYNEXIS”) received a letter from the Listing Qualifications Department staff (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) notifying SCYNEXIS that, for the last 30 consecutive business days, the closing bid price for SCYNEXIS’s common stock was below the $1.00 per share minimum required for continued listing on the Nasdaq Global Market as set forth in Nasdaq Listing Rule 5450(a)(1). The letter from Nasdaq has no immediate effect on the listing of SCYNEXIS’s common stock on the Nasdaq Global Market.

OnIn ~~November~~accordance 6,with ~~2024,~~Nasdaq ~~SCYNEXIS,~~Listing ~~Inc.~~Rule 5810(~~“SCYNEXIS”~~c)(3)(A), ~~entered~~SCYNEXIS ~~into~~has a180 ~~Controlled~~calendar ~~Equity~~days ~~OfferingSM~~from ~~Sales~~June ~~Agreement~~20, 2025, or until December 17, 2025 (the “~~Sales~~Compliance ~~Agreement~~Date”), to regain compliance with ~~Cantor~~the ~~Fitzgerald~~minimum &bid Coprice rule. ~~(“Cantor”~~If, orat any time before the ~~“Agent”)~~Compliance Date, ~~pursuant~~the toclosing ~~which~~bid ~~SCYNEXIS~~price ~~may~~of ~~sell~~SCYNEXIS’s ~~from~~common ~~time~~stock tois ~~time,~~ at ~~its~~least ~~option,~~$1.00 upper toshare anfor ~~aggregate~~a minimum of ~~$50~~10 ~~million~~consecutive ofbusiness ~~shares~~days, ofthe ~~its~~Staff ~~common~~will ~~stock,~~provide ~~par~~SCYNEXIS ~~value~~written ~~$0.001~~confirmation (of compliance with the ~~“Common~~minimum ~~Stock”),~~bid ~~through~~price rule and the ~~Agent,~~matter aswill ~~sales~~be ~~agent~~closed.

~~The~~If ~~Common~~SCYNEXIS ~~Stock~~does ~~will~~not beregain ~~offered~~compliance ~~and~~by ~~sold~~the ~~pursuant~~Compliance toDate, SCYNEXIS’s ~~registration~~may ~~statement~~transfer onfrom ~~Form~~the ~~S-3~~Nasdaq ~~(File~~Global NoMarket to the Nasdaq Capital Market and may be eligible for an additional compliance period of 180 calendar days. ~~333-275520)~~To (qualify for the ~~“Registration~~additional ~~Statement”)~~compliance period, ~~which~~SCYNEXIS ~~was~~would ~~originally~~have ~~filed~~to ~~with~~meet the ~~Securities~~continued ~~and~~listing ~~Exchange~~requirement ~~Commission~~for (the ~~“SEC”)~~market onvalue ~~November~~of ~~13,~~its ~~2023~~publicly held shares and ~~declared~~all ~~effective~~other asrequirements offor ~~November~~initial ~~27,~~listing ~~2023,~~on the ~~base~~Nasdaq ~~prospectus~~Capital ~~contained~~Market ~~within~~(except for the ~~Registration~~bid ~~Statement~~price requirement), and aprovide ~~prospectus~~written ~~supplement~~notice ~~that~~to ~~was~~Nasdaq ~~filed~~of ~~with~~its intention to cure the ~~SEC~~minimum onbid ~~November~~price 6deficiency during the additional 180-day compliance period, ~~2024~~by ineffecting ~~connection~~a ~~with~~reverse ~~the~~stock ~~offer~~split, ~~and~~if ~~sale~~necessary. ofIf SCYNEXIS does not qualify for an additional compliance period, or if the ~~Common~~Staff ~~Stock~~concludes ~~pursuant~~that SCYNEXIS will not be able to cure the ~~Sales~~deficiency, ~~Agreement.~~the ~~The~~Staff ~~Common~~will ~~Stock~~provide ~~may~~written ~~only~~notice to SCYNEXIS that its common stock will be ~~offered~~subject ~~and~~to ~~sold~~delisting. byAt ~~means~~that oftime, SCYNEXIS may appeal the Staff’s delisting determination to a ~~prospectus~~Nasdaq Hearings Panel. However, ~~including~~there acan ~~prospectus~~be ~~supplement~~no assurance that, ~~forming~~if ~~part~~SCYNEXIS ofreceives a delisting notice and appeals the ~~effective~~delisting ~~Registration~~determination ~~Statement.~~by Nasdaq to the panel, such appeal would be successful.

~~Sale~~SCYNEXIS ofwill ~~the~~continue ~~Common Stock, if any, pursuant~~ to ~~the~~actively ~~Sales~~monitor ~~Agreement, may be made in sales deemed to be an “at-~~the~~-market”~~ ~~offering~~closing asbid ~~defined~~price inof ~~Rule~~its ~~415~~common ~~under~~stock ~~the~~and ~~Securities~~will ~~Act~~evaluate ofavailable ~~1933,~~options asto ~~amended~~resolve (the ~~“Securities~~deficiency ~~Act”), including sales made directly on The Nasdaq Global Market~~ and ~~any~~regain ~~other~~compliance ~~trading~~with ~~market for~~ the ~~Common~~minimum ~~Stock,~~bid ~~and~~price ~~sales~~rule. toThere orcan ~~through~~be ano ~~market~~assurance ~~maker~~that ~~other than on an exchange.~~ SCYNEXIS iswill ~~not~~be ~~obligated~~able to ~~make~~regain ~~any~~compliance ~~sales~~with ofNasdaq ~~Common~~Listing ~~Stock~~Rule ~~under the Sales Agreement. The offering of Common Stock pursuant to the Sales Agreement will terminate upon~~ 5450(a) ~~the sale of all of the shares of Common Stock subject to the Sales Agreement or~~ (b1) ~~the~~or ~~termination~~will ofotherwise ~~the~~be ~~Sales~~in ~~Agreement~~compliance bywith ~~SCYNEXIS~~other orNasdaq bylisting ~~the Agent~~rules.

The aggregate compensation payable to the Agent as sales agent shall be equal to 3% of the gross sales price of the Common Stock sold through the Agent pursuant to the Sales Agreement. In addition, SCYNEXIS has agreed in the Sales Agreement to provide indemnification and contribution to the Agent against certain liabilities, including liabilities under the Securities Act. SIGNATURES

~~The~~Pursuant ~~Sales Agreement is attached~~ to ~~this~~the ~~Current~~requirements ~~Report on Form 8-K as Exhibit 1.1 and is incorporated herein by reference. The foregoing description~~ of the ~~material~~Securities ~~terms~~Exchange Act of 1934, the ~~Sales~~registrant ~~Agreement~~has ~~does~~duly ~~not~~caused ~~purport~~this report to be ~~complete~~signed ~~and~~on ~~is qualified in~~ its ~~entirety~~behalf by ~~reference to~~ the ~~exhibits~~undersigned ~~attached~~hereunto ~~hereto.~~duly authorized.

Cooley LLP, counsel to SCYNEXIS, has issued a legal opinion relating to the validity of the shares of Common Stock being offered pursuant to the Sales Agreement. A copy of such legal opinion, including the consent included therein, is filed as Exhibit 5.1 to this Current Report on Form 8-K.


			SCYNEXIS, Inc.

Date:	June 26, 2025	By:	/s/ David Angulo
		Name: Its:	David Angulo, M.D. Chief Executive Officer

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Common Stock discussed herein, nor shall there be any offer, solicitation, or sale of the Common Stock in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Termination of the Prior Controlled Equity OfferingSM Sales Agreements

On November 6, 2024, SCYNEXIS and Cantor terminated that certain Controlled Equity OfferingSMSales Agreement (the “Prior Agreement with Cantor”) that SCYNEXIS entered into with Cantor on May 17, 2021. On November 6, 2024, SCYNEXIS and Ladenburg Thalmann & Co. Inc. (“Ladenburg”) terminated that certain Controlled Equity OfferingSM Sales Agreement (the “Prior Agreement with Ladenburg” and, together with the Prior Agreement with Cantor, the “Prior Agreements”) that SCYNEXIS entered into with Ladenburg on May 17, 2021. Under the Prior Agreements, SCYNEXIS was permitted to offer and sell, from time to time, shares of its Common Stock having an aggregate offering price of up to $50 million through Cantor and Ladenburg by methods deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act. SCYNEXIS sold approximately $3.8 million of shares of its Common Stock under the Prior Agreements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
1.1		Controlled Equity OfferingSM Sales Agreement, dated November 6, 2024, between SCYNEXIS, Inc. and Cantor Fitzgerald & Co.
5.1		Legal Opinion of Cooley LLP

23.1		Consent of Cooley LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data File (formatted as Inline XBRL)

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:	November 6, 2024	By:	/s/ David Angulo, M.D.
		Name:	David Angulo, M.D.
		Its:	Chief Executive Officer

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