As filed with the Securities and Exchange Commission on March 14, 2019
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)
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Delaware
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56-2181648
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1 Evertrust Plaza, 13
th
Floor
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.
1 Evetrust Plaza, 13
th
Floor
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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerat
ed filer,” “accelerated filer,”
“smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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Smaller reporting company
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☒
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Emerging growth company
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☒
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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.
☒
CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered (1)
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Proposed
Maximum
Offering Price
Per Share (2)
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Proposed
Maximum
Aggregate
Offering Price (2)
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Amount of
Registration Fee
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Common Stock, par value $0.001 per share, reserved for future grant under Registrant’s 2014 Equity Incentive Plan
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1,918,879
shares
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$1.21
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$2,321,843.59
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$281.41
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Common Stock, par value $0.001 per share, reserved for future grant under Registrant’s 2014 Employee Stock Purchase Plan
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29,411 shares
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$1.21
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$35,587.31
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$4.31
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Total
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1,948,290 shares
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$2,357,430.90
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$285.72
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(1)
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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.
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(2)
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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 $1.21, 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, 2019.
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EXPLANATORY NOTE
SCYNEXIS, Inc. (the “
Registrant
”) is filing this Registration Statement on Form S-8 for the purpose of registering an aggregate of 1,948,290 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”
):
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the Registrant’s Form S-8 filed on May 16, 2014 (File No. 333-196007);
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the Registrant’s Form S-8 filed on December 18, 2014 (File No. 333-201048);
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the Registrant’s Form S-8 filed on March 17, 2015 (File No. 333-202830);
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the Registrant’s Form S-8 filed on June 6, 2015 (File No. 333-204771);
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the Registrant's Form S-8 filed on March 7, 2016 (File No. 333-209997);
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the Registrant's Form S-8 filed on March 13, 2017 (File No. 333-216652); and
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the Registrant's Form S-8 filed on March 13, 2018 (File No. 333-223624).
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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 3. Incorporation of Documents by Reference.
The following documents filed by SCYNEXIS, Inc. (the “Registrant”) with the Securities and Exchange Commission are incorporated by reference into this Registration Statement:
(a)
The Registrant’s Annual R
eport on Form 10-K filed on March 14, 2019.
(b)
The Registrant’s Current Report
s on Form 8-K filed on January 8, 2019, January 24, 2019, February 19, 2019, and March 8, 2019.
(c)
The description of the Registrant’s common stock which is contained in the re
gistration statement on Form 8-A filed on March 19, 2014, (File No. 001-36365) under the Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.
(c)
The
other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supe
rsedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
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Exhibit
Number
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Description
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4.1
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Amended and Restated Certificate of Incorporation of SCYNEXIS, Inc., as currently in effect (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).
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4.2
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Amended and Restated Bylaws of SCYNEXIS, Inc., as currently in effect (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).
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5.1
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Opinion of Cooley LLP.
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23.1
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Consent of Cooley LLP (included in Exhibit 5.1).
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23.2
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Consent of Independent Registered Public Accounting Firm.
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24.1
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Power of Attorney (included on the signature page of this Form S-8).
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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 14
th
day of March, 2019.
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SCYNEXIS, INC.
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By:
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/s/ Marco Taglietti, M.D.
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Marco Taglietti, M.D.
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Chief Executive Officer
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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.
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Signatures
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Title
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Date
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/s/ Marco Taglietti, M.D.
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Director, Chief Executive Officer and President
(Principal Executive Officer)
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March 14, 2019
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Marco Taglietti, M.D.
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/s/ Eric Francois
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Chief Financial Officer
(
Principal Financial and Accounting Officer
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March 14, 2019
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Eric Francois
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/s/ Guy Macdonald
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Chairman of the Board of Directors
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March 14, 2019
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Guy Macdonald
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/s/ Steven C. Gilman, Ph.D.
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Director
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March 14, 2019
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Steven C. Gilman, Ph.D.
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/s/ Ann F. Hanham, Ph.D.
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Director
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March 14, 2019
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Ann F. Hanham, Ph.D.
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/s/ David Hastings
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Director
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March 14, 2019
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David Hastings
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Director
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March 14, 2019
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Patrick Machado
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/s/ Armando Anido
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Director
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March 14, 2019
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Armando Anido
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Exhibit 5.1
Matthew B. Hemington
T: +1 650 843 5062
hemingtonmb@cooley.com
March 14, 2019
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 1,948,290 shares of the Company’s Common Stock, par value $0.001 per share, including (i) 1,918,879 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, and 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 to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
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
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By:
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/s/ Matthew B. Hemington
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Matthew B. Hemington
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Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130
t: (650) 843-5000 f: (650) 849-7400 cooley.com