scyx-s8.htm

As filed with the Securities and Exchange Commission on March 13, 2018

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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

 

Accelerated filer

 

 

 

 

 

Non-accelerated filer

 

  (Do not check if a smaller reporting company)

 

Smaller reporting company

 

 

 

 

 

 

 

 

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.   

 

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

 

1,158,866 shares

 

$1.38

 

$1,599,235.08

 

$199.11

Common Stock, par value $0.001 per share, reserved for future grant under Registrant’s 2014 Employee Stock Purchase Plan

 

29,411 shares

 

$1.38

 

$40,587.18

 

$5.05

Total

 

1,188,277 shares

 

 

 

$1,639,822.26

 

$204.16

 

 

(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 $1.38, 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, 2018.

  


EXPLANATORY NOTE

 

SCYNEXIS, Inc. (the “Registrant ”) is filing this Registration Statement on Form S-8 for the purpose of registering an aggregate of 1,188,277 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).

the Registrant's Form S-8 filed on March 13, 2017 (File No. 333-216652).

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 Report on Form 10-K filed on March 13, 2018.

(b)The Registrant’s Current Reports on Form 8-K filed on February 15, 2018, March 5, 2018 and March 7, 2018.

(c)The description of the Registrant’s common stock which is contained in the registration 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 supersedes 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.

 

 

 

Item 8.

Exhibits

 

 

 

 

 

 

 

 

Exhibit

Number

 

Description

 

 

4.1

 

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).

 

 

4.2

 

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).

 

 

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

 

SCYNEXIS, Inc. 2014 Equity Incentive Plan (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).


 

 

99.4

 

SCYNEXIS, Inc. 2014 Employee Stock Purchase Plan (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 13th day of March, 2018.

 

 

 

 

 

 

 

 

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, 2018

Marco Taglietti, M.D.

 

 

 

 

 

 

 

 

 

 

/s/ Eric Francois

 

 

 

Chief Financial Officer

(Principal Financial and Accounting Officer )

 

March 13, 2018

Eric Francois

 

 

 

 

 

 

 

 

 

 

/s/ Guy Macdonald

 

 

 

Chairman of the Board of Directors

 

March 13, 2018

Guy Macdonald

 

 

 

 

 

 

 

 

 

 

/s/ Steven C. Gilman, Ph.D.

 

 

 

Director

 

March 13, 2018

Steven C. Gilman, Ph.D.

 

 

 

 

 

 

 

 

 

 

/s/ Ann F. Hanham, Ph.D.

 

 

 

Director

 

March 13, 2018

Ann F. Hanham, Ph.D.

 

 

 

 

 

 

 

 

 

 

/s/ David Hastings

 

 

 

Director

 

March 13, 2018

David Hastings

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/ Patrick Machado

 

 

 

Director

 

March 13, 2018

Patrick Machado

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/ Marion McCourt

 

 

 

Director

 

March 13, 2018

Marion McCourt

 

 

 

 

 

 

 

 

scyx-ex51_74.htm

 

EXHIBIT 5.1

Timothy J. Moore

T: +1 650 843 5690

mooretj@cooley.com

March 13, 2018

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 1,188,277 shares of the Company’s Common Stock, par value $0.001 per share, including (i) 1,158,866 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, 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 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/ Timothy J. Moore

 

 

Timothy J. Moore

 

 

Cooley LLP   3175 Hanover Street   Palo Alto, CA   94304-1130
t: (650) 843-5000  f: (650) 849-7400  cooley.com

 

169104678 v2

scyx-ex232_6.htm

 

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, 2018, appearing in the Annual Report on Form 10-K of SCYNEXIS, Inc. for the year ended December 31, 2017.

/s/ DELOITTE & TOUCHE LLP

Parsippany, New Jersey

March 13, 2018