UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. ____)*

SCYNEXIS, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

811292101

(CUSIP Number)

December 12, 2019

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1) As described in Item 5 below, Decheng Capital China Life Sciences USD Fund III, L.P. (“Fund III”), Decheng Capital Management III (Cayman), LLC (“Fund III GP”) and Xiangmin Cui (“Cui”) beneficially own 5,555,556 shares of common stock, par value $0.001 per share (“Shares”), of the Issuer. All of these Shares are held directly by Fund III. The Fund III GP is the general partner of Fund III and Cui is the sole manager of the Fund III GP. Each of Fund III GP and Cui may be deemed to share voting and dispositive power over the securities held directly by Fund III. The share number in the preceding sentence does not include any of the 5,555,556 Shares issuable upon the exercise of warrants to purchase Shares that are held directly by Fund III. As a result of blocker provisions in the warrants that are described in the following sentence, the reporting persons do not have the right to exercise any portion of the warrants within 60 days of the date hereof. Pursuant to the terms of the warrants, the holder may not exercise the warrants to the extent that the holder would own more than 4.99% of the outstanding Shares immediately after exercise, except that upon at least 61 days’ prior notice from the holder to the Issuer, the holder may increase the amount of ownership of Shares after exercising the warrants up to 9.99% of the number of Shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the warrants.

(2) This percentage is calculated based upon 96,251,342 outstanding Shares, as reported in the Issuer’s prospectus supplement filed with the Securities and Exchange Commission on December 11, 2019.
 

(1) As described in Item 5 below, Decheng Capital China Life Sciences USD Fund III, L.P. (“Fund III”), Decheng Capital Management III (Cayman), LLC (“Fund III GP”) and Xiangmin Cui (“Cui”) beneficially own 5,555,556 shares of common stock, par value $0.001 per share (“Shares”), of the Issuer. All of these Shares are held directly by Fund III. The Fund III GP is the general partner of Fund III and Cui is the sole manager of the Fund III GP. Each of Fund III GP and Cui may be deemed to share voting and dispositive power over the securities held directly by Fund III. The share number in the preceding sentence does not include any of the 5,555,556 Shares issuable upon the exercise of warrants to purchase Shares that are held directly by Fund III. As a result of blocker provisions in the warrants that are described in the following sentence, the reporting persons do not have the right to exercise any portion of the warrants within 60 days of the date hereof. Pursuant to the terms of the warrants, the holder may not exercise the warrants to the extent that the holder would own more than 4.99% of the outstanding Shares immediately after exercise, except that upon at least 61 days’ prior notice from the holder to the Issuer, the holder may increase the amount of ownership of Shares after exercising the warrants up to 9.99% of the number of Shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the warrants.

(2) This percentage is calculated based upon 96,251,342 outstanding Shares, as reported in the Issuer’s prospectus supplement filed with the Securities and Exchange Commission on December 11, 2019.

(1) As described in Item 5 below, Decheng Capital China Life Sciences USD Fund III, L.P. (“Fund III”), Decheng Capital Management III (Cayman), LLC (“Fund III GP”) and Xiangmin Cui (“Cui”) beneficially own 5,555,556 shares of common stock, par value $0.001 per share (“Shares”), of the Issuer. All of these Shares are held directly by Fund III. The Fund III GP is the general partner of Fund III and Cui is the sole manager of the Fund III GP. Each of Fund III GP and Cui may be deemed to share voting and dispositive power over the securities held directly by Fund III. The share number in the preceding sentence does not include any of the 5,555,556 Shares issuable upon the exercise of warrants to purchase Shares that are held directly by Fund III. As a result of blocker provisions in the warrants that are described in the following sentence, the reporting persons do not have the right to exercise any portion of the warrants within 60 days of the date hereof. Pursuant to the terms of the warrants, the holder may not exercise the warrants to the extent that the holder would own more than 4.99% of the outstanding Shares immediately after exercise, except that upon at least 61 days’ prior notice from the holder to the Issuer, the holder may increase the amount of ownership of Shares after exercising the warrants up to 9.99% of the number of Shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the warrants.

(2) This percentage is calculated based upon 96,251,342 outstanding Shares, as reported in the Issuer’s prospectus supplement filed with the Securities and Exchange Commission on December 11, 2019.

SCYNEXIS, Inc. (the “Issuer”)

28 Liberty Street, 39th Floor

New York, New York 10005

This Schedule 13G is filed by (i) Decheng Capital China Life Sciences USD Fund III, L.P. (“Fund III”), a Cayman Islands exempted limited partnership, (ii) Decheng Capital Management III (Cayman), LLC (the “Fund III GP”), a Cayman Islands limited liability company and (iii) Xiangmin Cui (“Cui” and together with Fund III and Fund III GP, the “Reporting Persons”).

3000 Sand Hill Road, Building 2, Suite 110

Menlo Park, California 94025

Fund III is a Cayman Islands exempted limited partnership, Fund III GP is a Cayman Islands limited liability company and Cui is a citizen of the United States.

Common Stock, par value $0.001 per share

811292101

Not applicable.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount beneficially owned: As of the date hereof, Fund III is the record owner of 5,555,556 shares of common stock, par value $0.001 per share (“Shares”), of the Issuer. The Fund III GP is the general partner of Fund III and Cui is the sole manager of the Fund III GP. Each of Fund III GP and Cui may be deemed to share voting and dispositive power over the securities held directly by Fund III. As such, Fund III GP may be deemed to beneficially own the securities held by Fund III and Cui may be deemed to beneficially own the securities held by Fund III.

The amount of shares beneficially owned does not include any of the 5,555,556 Shares issuable upon the exercise of warrants to purchase Shares that are held directly by Fund III. As a result of blocker provisions in the warrants that are described in the following sentence, the reporting persons do not have the right to exercise any portion of the warrants within 60 days of the date hereof. Pursuant to the terms of the warrants, the holder may not exercise the warrants to the extent that the holder would own more than 4.99% of the outstanding Shares immediately after exercise, except that upon at least 61 days’ prior notice from the holder to the Issuer, the holder may increase the amount of ownership of Shares after exercising the warrants up to 9.99% of the number of Shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the warrants.

(b) Percent of class: Each of the Reporting Person may be deemed to beneficially own 5.8% of the Issuer’s outstanding common stock. This percentage is calculated based upon 96,251,342 outstanding Shares, as reported in the Issuer’s prospectus supplement filed with the Securities and Exchange Commission on December 11, 2019.

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote: None of the Reporting Persons have the sole power to direct the vote of Shares.

(ii) Shared power to vote or to direct the vote: Each of the Reporting Persons shares power to vote or direct the vote of 5,555,556 Shares.

(iii) Sole power to dispose or to direct the disposition of: None of the Reporting Persons have the sole power to dispose or to direct the disposition of Shares.

(iv) Shared power to dispose or to direct the disposition of: Each of Fund II, Fund II GP, Fund III and Fund III GP shares power to dispose or to direct the disposition of 5,555,556 Shares.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ¨

Not applicable.

Not applicable.

Not applicable.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 23, 2019.

Decheng Capital China Life Sciences USD Fund II, L.P.

By its General Partner

Decheng Capital Management II (Cayman), LLC

Decheng Capital Management II (Cayman), LLC 

Decheng Capital China Life Sciences USD Fund III, L.P.

By its General Partner

Decheng Capital Management III (Cayman), LLC

Decheng Capital Management III (Cayman), LLC 

Xiangmin Cui 

EXHIBITS

Exhibit A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common stock of SCYNEXIS, Inc. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.

IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of December 23, 2019.

Decheng Capital China Life Sciences USD Fund II, L.P.

By its General Partner

Decheng Capital Management II (Cayman), LLC

Decheng Capital Management II (Cayman), LLC 

Decheng Capital China Life Sciences USD Fund III, L.P.

By its General Partner

Decheng Capital Management III (Cayman), LLC

Decheng Capital Management III (Cayman), LLC 

Xiangmin Cui