SCYNEXIS Inc美股招股说明书(2026-05-08版)

87,000,000 SharesCommon Stock Offered by the Selling Stockholders This prospectus relates to the resale from time to time of up to 87,000,000 shares of common stock, par value $0.001 pershare, of SCYNEXIS, Inc. (the “Common Stock”) by the selling stockholders named in this prospectus under the section entitled“Selling Stockholders” (the “Selling Stockholders”), including its pledgees, assignees, donees, transferees or their respectivesuccessors-in-interest, which consist of (i) 34,750,000 outstanding shares of our Common Stock held by the SellingStockholders (the “Shares”), (ii) 8,750,000 shares of Common Stock (the “Pre-Funded Warrant Shares”) issuable upon exerciseof pre-funded warrants to purchase shares of Common Stock (the “Pre-Funded Warrants”) held by the Selling Stockholders, and(iii) 43,500,000 shares of Common Stock (the “Common Warrant Shares” and, together with the Pre-Funded Warrant Shares, the“Warrant Shares”) issuable upon exercise of accompanying common warrants to purchase shares of Common Stock (the“Common Warrants” and, together with the Pre-Funded Warrants, the “Warrants”) held by the Selling Stockholders (or issuableupon exercise of Pre-Funded Warrants in lieu of Common Stock). We will not receive any proceeds from the sale of the sharesoffered by this prospectus, except the exercise price of $0.0001 per share of any of the Pre-Funded Warrants exercised for cashand the exercise price of $1.20 per share of any of the Common Warrants exercised for cash. We have agreed, pursuant to a registration rights agreement that we have entered into with the Selling Stockholders, to bearall of the expenses incurred in connection with the registration of these shares. The Selling Stockholders will pay or assumediscounts, commissions, fees of underwriters, selling brokers or dealer managers and similar expenses, if any, incurred for thesale of these shares of our Common Stock. The Selling Stockholders identified in this prospectus, or its pledgees, assignees, donees, transferees or their respectivesuccessors-in-interest, may offer the shares from time to time on terms to be determined at the time of sale through ordinarybrokerage transactions or through any other means described in this prospectus under the caption “Plan of Distribution.” Theshares may be sold at fixed prices, at prevailing market prices, at prices related to prevailing market prices or at negotiatedprices. For more information on the Selling Stockholders, see the section entitled “Selling Stockholders” on page 10. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. Youshould read the entire prospectus and any amendments or supplements carefully before you make your investment decision. Our Common Stock is traded on the Nasdaq Capital Market under the symbol “SCYX.” On May 7, 2026, the last reportedsale price of our Common Stock was $0.96 per share. You are urged to obtain current market quotations for our Common Stock. Investing in our Common Stock involves a high degree of risk. You should carefully read andconsider the section entitled “Risk Factors” on page 8 and the risk factors included in our periodicreports filed with the Securities and Exchange Commission (“SEC”), in any applicable prospectussupplement and in any other documents we file with the SEC. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIESCOMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THISPROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINALOFFENSE. Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSSELLING STOCKHOLDERSDESCRIPTION OF CAPITAL STOCKPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE Table of Contents ABOUT THIS PROSPECTUS We urge you to read carefully this prospectus, together with the information incorporated herein by reference as described under the heading“Where You Can Find Additional Information,” before buying any of the securities being offered. You should rely only on the information contained or incorporated by reference in this prospectus and the applicable prospectus supplement or inany amendment to this prospectus. Neither we nor the Selling Stockholders have authorized anyone to provide you with different information, and ifanyone provides, or has provided you, with different or inconsistent information, you should not rely on it. The Selling Stockholders are offering to sell,and seeking offers to buy, shares of our Common Stock only in jurisdictions where offers and sales are permitted. The information contained in thisprospectus, as well as the information filed previously with the SEC, and incorporated herein by reference, is accurate only as of the date of thedocument containing the information, reg