As filed with the Securities and Exchange Commission on March 13, 2017
Registration No. 333-
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
SCYNEXIS, Inc.
(Exact name of Registrant as specified in its charter)
 

 
 
 
Delaware
 
56-2181648
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
101 Hudson Street, Suite 3610
Jersey City, New Jersey 07302-6548
(201) 884-5485
(Address of principal executive offices) (Zip code)
 
SCYNEXIS, Inc. 2014 Equity Incentive Plan
SCYNEXIS, Inc. 2014 Employee Stock Purchase Plan
(Full title of the plan)
 
Marco Taglietti, M.D.
Chief Executive Officer
SCYNEXIS, Inc.
101 Hudson Street, Suite 3610
Jersey City, NJ 07302-6548
(201) 884-5485
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Matthew B. Hemington
Cooley LLP




3175 Hanover Street
Palo Alto, California 94304
(650) 843-5000
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
 
 
 
 
 
 
 
Large accelerated filer
 
¨
 
Accelerated filer
 
x
 
 
 
 
Non-accelerated filer
 
¨  (Do not check if a smaller reporting company)
 
Smaller reporting company
 
¨
 
 
CALCULATION OF REGISTRATION FEE
 
 
 
 
 
 
 
 
 
 
 
Title of Securities
to be Registered
 
Amount
to be
Registered (1)
 
Proposed
Maximum
Offering Price
Per Share(2)
 
Proposed
Maximum
Aggregate
Offering Price(2)
 
Amount of
Registration Fee
Common Stock, par value $0.001 per share, reserved for future grant under Registrant’s 2014 Equity Incentive Plan
 
984,376 shares
 
$2.505
 
$2,465,861.88
 
$285.80
Common Stock, par value $0.001 per share, reserved for future grant under Registrant’s 2014 Employee Stock Purchase Plan
 
29,411 shares
 
$2.505
 
$73,674.56
 
$8.54
Total
 
1,013,787
 
 
 
$2,539,536.44
 
$294.34
 
 
(1)
Represents additional shares issuable under the Registrant’s 2014 Equity Incentive Plan and 2014 Employee Stock Purchase Plan (collectively, the “Plans”) by reason of the automatic share increase provisions of each of the Plans. Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Registrant’s common stock that become issuable under the Plans set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of Registrant’s common stock, as applicable.
(2)
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and Rule 457(c) promulgated under the Securities Act. The offering price per share and the aggregate offering price is based upon $2.51, which is the average of the high and low selling prices of the Registrant’s Common Stock as reported on the NASDAQ Global Market on March 8, 2017.
 
 
 

EXPLANATORY NOTE




SCYNEXIS, Inc. (the “ Registrant ”) is filing this Registration Statement on Form S-8 for the purpose of registering an aggregate of 1,013,787 additional shares of its Common Stock, issuable to eligible persons under the SCYNEXIS, Inc. 2014 Equity Incentive Plan and the SCYNEXIS, Inc. 2014 Employee Stock Purchase Plan, which Common Stock is in addition to the shares of Common Stock previously registered on the following Form S-8s (collectively, the “ Prior Form S-8s” ):
•
the Registrant’s Form S-8 filed on May 16, 2014 (File No. 333-196007);
•
the Registrant’s Form S-8 filed on December 18, 2014 (File No. 333-201048);
•
the Registrant’s Form S-8 filed on March 17, 2015 (File No. 333-202830); and
•
the Registrant’s Form S-8 filed on June 6, 2015 (File No. 333-204771).
•
the Registrant's Form S-8 filed on March 7, 2016 (File No. 333-209997).
Pursuant to General Instruction E to Form S-8, the contents of the Prior Form S-8s are incorporated herein by reference and made a part hereof.

PART II
 
ITEM 8.
EXHIBITS
 
 
 
Exhibit
Number
 
Description
 
 
4.1(1)
 
Amended and Restated Certificate of Incorporation of SCYNEXIS, Inc., as currently in effect.
 
 
4.2(2)
 
Amended and Restated Bylaws of SCYNEXIS, Inc., as currently in effect.
 
 
5.1
 
Opinion of Cooley LLP.
 
 
23.1
 
Consent of Cooley LLP (included in Exhibit 5.1).
 
 
23.2
 
Consent of Independent Registered Public Accounting Firm.
 
 
24.1
 
Power of Attorney (included on the signature page of this Form S-8).
 
 
99.3(3)
 
SCYNEXIS, Inc. 2014 Equity Incentive Plan
 
 
99.4(4)
 
SCYNEXIS, Inc. 2014 Employee Stock Purchase Plan.
 
(1)
Filed as Exhibit 3.1 to Registrant’s Current Report on Form 8-K (File No. 001-36365), filed with the Securities and Exchange Commission on May 12, 2014, and incorporated herein by reference.
(2)
Filed as Exhibit 3.4 to Registrant’s Registration Statement on Form S-1 (File No. 333-194192), filed with the Securities and Exchange Commission on February 27, 2014, and incorporated herein by reference.
(3)
Filed as Annex A to our Proxy Statement on Schedule 14A (File No. 001-36365), filed with the Securities and Exchange Commission on April 22, 2015, and incorporated herein by reference.
(4)
Filed as Exhibit 99.4 to Registrant’s Registration Statement on Form S-8 (File No. 333-196007), filed with the Securities and Exchange Commission on May 16, 2014, and incorporated herein by reference.







SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jersey City, State of New Jersey, on this 13 th day of March, 2017.
 
 
 
 
SCYNEXIS, INC.
 
 
By:
 
/s/ Marco Taglietti, M.D.
 
 
Marco Taglietti, M.D.
 
 
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoint Marco Taglietti, M.D. and Eric Francois, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their, his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 




 
 
 
 
 
 
 
Signatures
 
 
 
Title
 
Date
 
 
 
 
/s/ Marco Taglietti, M.D.
 
 
 
Director, Chief Executive Officer and President (Principal Executive Officer)
 
March 13, 2017
Marco Taglietti, M.D.
 
 
 
 
 
 
 
 
/s/ Eric Francois
 
 
 
Chief Financial Officer
( Principal Financial and Accounting Officer )
 
March 13, 2017
Eric Francois
 
 
 
 
 
 
 
 
/s/ Guy Macdonald
 
 
 
Chairman of the Board of Directors
 
March 13, 2017
Guy Macdonald
 
 
 
 
 
 
 
 
/s/ Steven C. Gilman, Ph.D.
 
 
 
Director
 
March 13, 2017
Steven C. Gilman, Ph.D.
 
 
 
 
 
 
 
 
/s/ Ann F. Hanham, Ph.D.
 
 
 
Director
 
March 13, 2017
Ann F. Hanham, Ph.D.
 
 
 
 
 
 
 
 
/s/ David Hastings
 
 
 
Director
 
March 13, 2017
David Hastings
 
 
 
 
 
 
 
 
 
/s/ Patrick J. Langlois, Ph.D.
 
 
 
Director
 
March 13, 2017
Patrick J. Langlois, Ph.D.
 
 
 
 
 
 
 
 
 
 
 
/s/ Patrick Machado
 
 
 
Director
 
March 13, 2017
Patrick Machado
 
 
 
 
 
 
 
 
 
 
 
/s/ Marion McCourt
 
 
 
Director
 
March 13, 2017
Marion McCourt
 
 
 
 

EXHIBIT INDEX
 
 
 
Exhibit
Number
 
Description
 
 
4.1(1)
 
Amended and Restated Certificate of Incorporation of SCYNEXIS, Inc., as currently in effect.
 
 
4.2(2)
 
Amended and Restated Bylaws of SCYNEXIS, Inc., as currently in effect.
 
 
5.1
 
Opinion of Cooley LLP.
 
 
23.1
 
Consent of Cooley LLP (included in Exhibit 5.1).
 
 
23.2
 
Consent of Independent Registered Public Accounting Firm.
 
 
24.1
 
Power of Attorney (included on the signature page of this Form S-8).
 
 
99.3(3)
 
SCYNEXIS, Inc. 2014 Equity Incentive Plan.
 
 
99.4(4)
 
SCYNEXIS, Inc. 2014 Employee Stock Purchase Plan.
 




(1)
Filed as Exhibit 3.1 to Registrant’s Current Report on Form 8-K (File No. 001-36365), filed with the Securities and Exchange Commission on May 12, 2014, and incorporated herein by reference.
(2)
Filed as Exhibit 3.4 to Registrant’s Registration Statement on Form S-1 (File No. 333-194192), filed with the Securities and Exchange Commission on February 27, 2014, and incorporated herein by reference.
(3)
Filed as Annex A to our Proxy Statement on Schedule 14A (File No. 001-36365), filed with the Securities and Exchange Commission on April 22, 2015, and incorporated herein by reference.
(4)
Filed as Exhibit 99.4 to Registrant’s Registration Statement on Form S-8 (File No. 333-196007), filed with the Securities and Exchange Commission on May 16, 2014, and incorporated herein by reference.







EXHIBIT 5.1
FINALCOOLEYOPINIONIMAGE1.JPG  
Matthew B. Hemington
T: +1 650 843 5062
hemingtonmb@cooley.com
March 10, 2017
SCYNEXIS, Inc.
101 Hudson Street, Suite 3610
Jersey City, New Jersey 07302-6548
Ladies and Gentlemen:
We have acted as counsel to SCYNEXIS, Inc., a Delaware corporation (the “ Company ”), and you have requested our opinion in connection with the filing of a registration statement on Form S-8 (the “ Registration Statement ”) with the Securities and Exchange Commission covering the offering of up to an aggregate of 1,013,787 of the Company’s Common Stock, par value $0.001 per share, including (i) 984,376 shares of Common Stock (the “ 2014 Shares ”) issuable pursuant to the Company’s 2014 Equity Incentive Plan (the “ 2014 Plan ”), and (ii) 29,411 shares of Common Stock (the “ 2014 ESPP Shares ” and together with the 2014 Shares, the “ Shares ”) pursuant to the Company’s 2014 Employee Stock Purchase Plan (the “ 2014 ESPP ” and together with the 2014 Plan, the “ Plans ”).
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and related prospectuses, (b) the Plans, (c) the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, as currently in effect as of the date hereof and (d) such other documents, records, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof.
As to certain factual matters, we have relied upon a certificate of officers of the Company and have not sought to independently verify such matters. Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion as to whether the laws of any particular jurisdiction other than those identified above are applicable to the subject matter of this opinion. We are not rendering any opinion as to compliance with any federal or state law, rule or regulation relating to securities, or to the sale or issuance thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, respectively, and the Registration Statement and related prospectuses, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration Statement.
Sincerely,
Cooley LLP
 
 
 
 
By:
 
/s/ Matthew B. Hemington
 
 
Matthew B. Hemington
 
 



Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 13, 2017, appearing in the Annual Report on Form 10-K of SCYNEXIS, Inc. for the year ended December 31, 2016.
/s/ DELOITTE & TOUCHE LLP
Parsippany, New Jersey
March 13, 2017