SCYNEXIS INC
For the period ended May 19, 2026. Filed Apr 27, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 19, 2026 · Filed Apr 27, 2026
Use the contents to explore the available documents and sections.
Contents
Cover page
Show cover page
DEF 14A 1 ny20069828x2_def14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
| Filed by the Registrant ☒ | Filed by a party other than the Registrant ☐ |
|---|
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
|---|
| ☒ | Definitive Proxy Statement |
|---|
| ☐ | Definitive Additional Materials |
|---|
| ☐ | Soliciting Material under §240.14a-12 |
|---|
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|
| ☐ | Fee paid previously with preliminary materials |
|---|
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
|---|
1 Evertrust Plaza, 13 th Floor
Jersey City, New Jersey, 07302
(201) 884-5485
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 19, 2026
Dear Stockholder:
You are cordially invited to attend a special meeting of stockholders of SCYNEXIS, Inc., a Delaware corporation (the “Special Meeting”). The Special Meeting will be held on May 19, 2026, at 9:30 a.m., Eastern time. The Special Meeting will be a completely virtual meeting of stockholders. Instructions on how to participate in the Special Meeting and demonstrate proof of stock ownership are posted atwww.virtualshareholdermeeting.com/SCYX2026SM. The Special Meeting will be held for the following purpose:
| 1. | To approve an amendment to our Amended and Restated Certificate of Incorporation, to implement a reverse stock split of our common stock, at a ratio ranging from any whole number between 1-for-5 and 1-for-10, inclusive, with such ratio to be determined at the discretion of our Board of Directors, and decrease the number of authorized shares. |
This item of business is more fully described in the proxy statement accompanying this Notice.
The record date for the Special Meeting is April 20, 2026. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.
You will only be able to attend the virtual Special Meeting by using your 16-digit control number provided on the proxy card or voter instruction form to enter the Special Meeting. Therefore, it is important to retain your copy of your proxy card or voter instruction form you receive to enable you to gain access to the virtual Special Meeting.
Whether or not you are able to attend the Special Meeting, it is important that your shares be represented. We have provided in the accompanying proxy statement instructions on how to vote your shares. Please vote as soon as possible.
A list of SCYNEXIS stockholders of record will be open for examination by any stockholder beginning ten days prior to the meeting at our corporate headquarters located at 1 Evertrust Plaza, 13 th Floor, Jersey City, New Jersey, 07302. If you would like to view the list, please contact our Corporate Secretary to schedule an appointment by calling (201) 884-5485 or writing to him at the address above. In addition, the list will be available for inspection by stockholders on the virtual meeting website during the meeting.
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to Be Held on May 19, 2026, at 9:30 a.m., Eastern time, at www.virtualshareholdermeeting.com/SCYX2026SM.
The proxy statement is available at www.proxyvote.com
The Board of Directors recommends that you vote FOR Proposal 1, as identified above.
By Order of the Board of Directors
/s/ Scott Sukenick
Scott Sukenick Corporate Secretary and Chief Legal Officer Jersey City, New Jersey
April 27, 2026
You are cordially invited to attend the meeting. Whether or not you expect to attend the meeting, please vote over the telephone or on the internet as instructed in these materials, or complete, date, sign and return the enclosed proxy, as promptly as possible in order to ensure your representation at the meeting. A return envelope (which is postage prepaid if mailed in the United States) has been provided for your convenience. Even if you have voted by proxy, you may still vote at the meeting if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you should contact that record holder for instructions on how to vote your shares.
SCYNEXIS, Inc.
1 Evertrust Plaza, 13 th Floor
Jersey City, New Jersey, 07302
(201) 884-5485
PROXY STATEMENT FOR THE SPECIAL MEETING OF STOCKHOLDERS
MAY 19, 2026
Meeting Agenda
| Proposal No. | Proposal | Board Vote Recommendation |
| 1 | Approval of an amendment to our Amended and Restated Certificate of Incorporation to implement a reverse stock split of our common stock, at a ratio ranging from any whole number between 1-for-5 and 1-for-10, inclusive, with such ratio to be determined at the discretion of our Board of Directors (the “Board”), and decrease the number of authorized shares (the “Reverse Stock Split Proposal”). | For |
We intend to mail these proxy materials on or about April 27, 2026, to all stockholders of record entitled to vote at the Special Meeting.
Table of Contents
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.