SCYX Scynexis Inc - 8-K

Item 5.03. Amendments to Articles of Incorporation or Bylaws.

On May 28, 2026, SCYNEXIS, Inc., a Delaware corporation (the “Company”), filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Amendment”), to effect a one-for-eight (1:8) reverse stock split of its outstanding common stock (the “Reverse Stock Split”) and a reduction in the total number of authorized shares of its common stock from 150,000,000 to 18,750,000, effective as of May 29, 2026 (the “Share Reduction”). A series of alternate amendments to effect the Reverse Stock Split and a reduction in the total number of the authorized shares of the Company’s common stock was approved by the Company’s stockholders at a Special Meeting of Stockholders held on May 19, 2026, and the specific one-for-eight (1:8) ratio and the corresponding Share Reduction was subsequently approved by the Company’s Board of Directors on May 19, 2026.

The Amendment provides that, at the effective time of the Amendment, every eight (8) shares of the Company’s issued and outstanding common stock was automatically converted into one issued and outstanding share of common stock and the authorized shares of the Company’s common stock was reduced from 150,000,000 to 18,750,000, without any change in par value per share. The Reverse Stock Split affected all shares of the Company’s common stock outstanding immediately prior to the effective time of the Amendment, as well as the number of shares of common stock available for issuance under the Company’s equity compensation plans. In addition, the Reverse Stock Split effected a reduction in the number of shares of common stock issuable upon the exercise of stock options, restricted stock units and warrants outstanding immediately prior to the effectiveness of the Amendment with a corresponding increase in the exercise price per share applicable to such stock options and warrants.

No fractional shares were issued because of the Reverse Stock Split. Stockholders who would otherwise be entitled to receive a fractional share will receive a cash payment in lieu thereof. The Reverse Stock Split affected all stockholders proportionately and will not affect any stockholder’s percentage ownership of the Company’s common stock (except to the extent that the Reverse Stock Split results in any stockholder owning only a fractional share).

The Company’s common stock is scheduled to begin trading on the Nasdaq Capital Market on a split-adjusted basis when the market opens on June 1, 2026 under the existing ticker symbol “SCYX”. The new CUSIP number for the common stock following the Reverse Stock Split is 811292 309. The par value per share of the common stock will remain unchanged at $0.001.

The foregoing description is qualified in its entirety by the Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

3.1

Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant.

100

Cover Page Interactive Data File (formatted as Inline XBRL).