📜 What This Document Is 🗳️

This document is a Preliminary Proxy Statement, which is essentially a mandatory educational guide for shareholders. It was filed by SCYNEXIS, Inc., to prepare investors for their 2026 Annual Meeting of Stockholders.

👉 The primary purpose is to tell you exactly what votes you need to cast and why. It covers everything from electing new board members to approving changes in the company’s operating rules and compensation policies.

This proxy statement is not the vote itself; it is the materials that guide the vote. It is set for a virtual meeting on June 25, 2026.

🏢 What SCYNEXIS Does 💊

SCYNEXIS, Inc. is a Delaware corporation operating in the complex biopharmaceutical sector. While the filing doesn't detail its specific products, it confirms its operations are centered around drug development and its long-term financial success relies heavily on attracting and retaining highly skilled talent.

👉 The company relies on institutional governance (like a professional board) and financial resources (like equity incentives) to maintain a competitive edge in the demanding biotech market.

🌐 Governance and Board Structure 👨‍💼

The Board of Directors is responsible for the oversight and strategic direction of the company. The Board is built on strong executive and academic expertise, drawing members from major pharmaceutical and biotech companies.

• Board Composition: The Board currently has seven members, but the goal is to reduce the size to six directors after the Annual Meeting.
• Committee Structure: The Board operates through specialized committees, which ensure focused oversight. Key committees include:
  • Audit Committee: Oversees the company’s financial reporting and internal controls. David Hastings serves as the Chair and is confirmed as an "audit committee financial expert."
  • Compensation Committee: Reviews and recommends compensation policies for executives, aiming to align employee interests with shareholders’ interests.
  • Nominating and Corporate Governance Committee: Focuses on identifying, evaluating, and recommending new director candidates.
• Leadership Separation: The Board is structured to have a separate Chairman of the Board (Guy Macdonald) and Chief Executive Officer (David Angulo, M.D.). The Board believes this separation increases accountability and oversight.

🧑‍⚖️ Election of Directors 🧑‍🏫

One of the most critical votes is electing the company's directors. This proposal asks shareholders to elect six specific nominees to serve until the 2027 Annual Meeting and beyond.

👉 The Board recommends voting FOR all six nominees. The Board has confirmed that the overall quality and diversity of experience are high, ensuring the company is guided by varied skills and professional expertise.

The board members nominated include:

• Armando Anido: Has over 30 years of executive and commercial leadership experience in the biopharmaceutical industry, previously serving as CEO of multiple publicly-traded companies.
• David Angulo, M.D.: Has over 20 years of experience in successful drug development and has a long tenure with SCYNEXIS.
• Ann F. Hanham, Ph.D.: Brings extensive clinical and regulatory experience, having worked in major pharmaceutical and life-sciences venture capital firms.
• David Hastings: Provides deep financial experience, having served as a CFO for multiple Nasdaq-listed biopharmaceutical companies.
• Guy Macdonald: Brings significant experience in drug development and commercialization, especially in anti-infectives.
• Philippe Tinmouth: Offers deep business development, alliance management, and strategic leadership background, with experience at Vertex Pharmaceuticals and Bain & Company.

📋 Ratifying the Independent Auditor 📊

This proposal asks shareholders to vote, on an advisory basis, to ratify the selection of Deloitte & Touche LLP as the company’s independent public accounting firm for the fiscal year ending December 31, 2026.

👉 Although law does not require this vote, the Board submits it as a matter of "good corporate practice." If shareholders fail to ratify, the Audit Committee might reconsider retaining the firm.

The fees billed to the company show a slight increase for professional services:

• Fiscal 2025: Total Fees were $888 thousand.
• Fiscal 2024: Total Fees were $859 thousand.

💰 Compensation and Pay Votes 💸

The company asks for two separate advisory votes concerning the compensation of its Named Executive Officers (NEOs), often called "say-on-pay" votes.

• Proposal 3 (Say-on-Pay): This vote asks shareholders to approve the overall compensation of the NEOs. This is a non-binding vote, but the Board emphasizes that they value shareholder input and will use the outcome to guide future compensation decisions.
• Proposal 4 (Frequency): This vote asks shareholders to decide how often the "say-on-pay" vote should occur (every year, every two years, or every three years). The Board recommends "One Year" because they view annual voting as the most meaningful way to gather feedback.

🚀 Equity Incentive Plan Amendment (Proposal 5) 📈

This section asks shareholders to approve an amendment to the 2024 Equity Incentive Plan, which is vital for the company's ability to hire and keep top talent.

👉 Approval is necessary to keep the compensation package competitive in the biotech industry. Without this, the company could struggle to attract key personnel.

The proposed changes dramatically increase the authorized share count:

• Increase to 2024 Plan: The aggregate number of common shares authorized is to be increased by 9,600,000 shares.
• Incentive Stock Options (ISOs): The total authorized shares through ISOs is increasing by 28,800,000 shares.
• Available Shares: After the meeting, the company anticipates having 11,908,196 shares available for grants over the next one to two years.

🏢 Charter Amendment for Shares (Proposal 6) 👑

This final proposal asks shareholders to approve an amendment to SCYNEXIS's Certificate of Incorporation to increase the total number of authorized common shares.

👉 This is a fundamental change to the company's operating structure, increasing the pool of shares the company can issue.

Shareholders can approve one of two options:

1. 60,000,000 total authorized shares, contingent on the Board approving a reverse stock split.
2. 300,000,000 total authorized shares.

📜 Board Policies and Compliance Policies ⚖️

The proxy statement spends significant time assuring shareholders of robust corporate governance. These policies detail how the company manages risk and maintains ethical standards.

• Independent Directors: The Board affirms that all directors, except David Angulo (the CEO/President), are independent according to Nasdaq listing standards.
• Financial Risk Oversight: The Audit Committee is specifically responsible for reviewing and discussing major financial risk exposures with management and the independent accounting firm.
• Ethical Standards: SCYNEXIS requires compliance with a Code of Business Conduct and Ethics.
• Insider Trading Policy: The company enforces a strict policy that prohibits employees and directors from speculative trading, such as engaging in short sales or options transactions.

📅 Key Dates & Logistics 💌

These details are crucial for participation in the Annual Meeting.

• Meeting Date: The 2026 Annual Meeting will be held on Thursday, June 25, 2026, at 9:30 a.m. Eastern time.
• Record Date: To vote, shareholders must be recorded as stockholders on April 27, 2026.
• Voting Methods: Stockholders can vote by attending the virtual meeting or by submitting a proxy card, or via telephone/internet.
• Online Access: The meeting is virtual, and details and participation instructions are available at www.virtualshareholdermeeting.com/SCYX2026.
• Corporate Secretary/Support: For proxy assistance, contact Sodali & Co at 800-662-5200 or [email protected]. For general questions, contact the Corporate Secretary, Scott Sukenick, at (201) 884-5485.

🧠 The Analogy

Voting on a proxy statement is like voting on a school playground’s annual budget and rules. You aren't just voting on one thing; you're voting on everything from who the principal (the Board) should be, to how much money is allocated for new equipment (the Equity Plan), and whether the current supplier (the Auditor) should stay. Each proposal affects the basic structure and operations of the entire school.

🧩 Final Takeaway

This proxy statement is a comprehensive governance vote that asks shareholders to approve structural and operational changes, most notably authorizing a significant increase in the company's stock pool and supporting the current management's governance framework.