CONTROLS AND PROCEDURES
−Removed: Management’s Evaluation of our Disclosure Controls and Procedures
−Removed: We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is (1) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.
+Added: Management’s Evaluation of our Disclosure Controls and Procedures
+Added: We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is (1) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.
As of December 31, 2023, our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934).
1 unchanged sentence
Our principal executive officer and principal financial officer have concluded based upon the evaluation described above that, as of December 31, 2023, our disclosure controls and procedures were effective at the reasonable assurance level.
−Removed: Management’s Report on Internal Control over Financial Reporting
+Added: Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).
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Because of these inherent limitations, management does not expect that our internal controls over financial reporting will prevent all error and all fraud.
−Removed: Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: Based on our evaluation under the framework in Internal Control—Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2022.
+Added: Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
+Added: Based on our evaluation under the framework in Internal Control—Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2023.
Changes in Internal Control Over Financial Reporting
4 unchanged sentences
DIRECTORS, EXECUTIVE OF FICERS AND CORPORATE GOVERNANCE
−Removed: The information required by this Item 10 is incorporated herein by reference from our Proxy Statement, which will be filed with the SEC within 120 days after the end of our 2022 fiscal year pursuant to Regulation 14A for our 2023 Annual Meeting of Stockholders (the “Proxy Statement”), under the captions “Executive Officers of the Company,”
−Removed: “Proposal 1 −
−Removed: Election of Directors,”
−Removed: “Information Regarding the Board and Its Committees,”
−Removed: “Nominating and Corporate Governance Committee,”
−Removed: “Delinquent Section Reports,”
−Removed: (if required) and “Code of Business Conduct and Ethics.”
+Added: The information required by this Item 10 is incorporated herein by reference from our Proxy Statement, which will be filed with the SEC within 120 days after the end of our 2023 fiscal year pursuant to Regulation 14A for our 2024 Annual Meeting of Stockholders (the “Proxy Statement”), under the captions “Executive Officers of the Company,” “Proposal 1 − Election of Directors,” “Information Regarding the Board and Its Committees,” “Nominating and Corporate Governance Committee,” “Delinquent Section Reports,” (if required) and “Code of Business Conduct and Ethics.”
A printed copy of the Proxy Statement will be sent, without charge, to any shareholder who requests it by writing to the Chief Financial Officer of SCYNEXIS, Inc., 1 Evertrust Plaza, 13 th Floor, Jersey City, NJ 07302 - 6548.
EXECUT IVE COMPENSATION
−Removed: The information required by this Item 11 is incorporated herein by reference from the Proxy Statement under the captions “Executive Compensation”
−Removed: and “Director Compensation.”
+Added: The information required by this Item 11 is incorporated herein by reference from the Proxy Statement under the captions “Executive Compensation” and “Director Compensation.”
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL O WNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
−Removed: The information required by this Item 12 is incorporated herein by reference from the Proxy Statement, under the captions “Security Ownership of Certain Beneficial Owners and Management”
−Removed: and “Equity Compensation Plan Information.”
+Added: The information required by this Item 12 is incorporated herein by reference from the Proxy Statement, under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information.”
CERTAIN RELATIONSHIPS AND RELATE D TRANSACTIONS, AND DIRECTOR INDEPENDENCE
−Removed: The information required by this Item 13 is incorporated herein by reference from the Proxy Statement, under the captions “Transactions with Related Persons”
−Removed: and “Independence of the Board.”
+Added: The information required by this Item 13 is incorporated herein by reference from the Proxy Statement, under the captions “Transactions with Related Persons” and “Independence of the Board.”
PRINCIPAL ACCO UNTING FEES AND SERVICES
−Removed: The information required by this Item 14 is incorporated herein by reference from the Proxy Statement, under the caption “Principal Accountant Fees and Services.”
+Added: The information required by this Item 14 is incorporated herein by reference from the Proxy Statement, under the caption “Principal Accountant Fees and Services.”
EXHIBITS AND FINAN CIAL STATEMENT SCHEDULES
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List of Financial Statements
−Removed: The financial statements required by this item are listed in Item 8, “Consolidated Financial Statements and Supplementary Data”
−Removed: and incorporated by reference herein.
+Added: The financial statements required by this item are listed in Item 8, “Consolidated Financial Statements and Supplementary Data” and incorporated by reference herein.
List of Financial Statement Schedules
49 unchanged sentences
2014 Employee Stock Purchase Plan, as amended and restated.
−Removed: (Filed with the SEC as Exhibit 10.4 to our Quarterly Report on Form 10-Q, filed with the SEC on August 10, 2020, SEC File No.
+Added: (Filed with the SEC as Exhibit 99.1 to our Form S-8, filed with the SEC on July 18, 2023, SEC File No.
333-273305, and incorporated by reference here).
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333-203314, and incorporated by reference here).
−Removed: Employment Agreement, effective June 1, 2015, between SCYNEXIS, Inc.
−Removed: and David Angulo (Filed with the SEC as Exhibit 10.24 to our Annual Report on Form 10-K, filed with the SEC on March 7, 2016, SEC file No.
−Removed: 001-36365, and incorporated by reference here).
−Removed: Employment Agreement, dated February 5, 2015, between SCYNEXIS, Inc.
−Removed: Marco Taglietti.
−Removed: (Filed with the SEC as Exhibit 10.27 to our Annual Report on Form 10-K, filed with the SEC on March 30, 2015, SEC File No.
−Removed: 001-36365, and incorporated by reference here).
Patent Assignment, dated January 28, 2014, between SCYNEXIS, Inc.
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and Merck Sharp & Dohme Corp.
−Removed: (Filed with the SEC as Exhibit 10.33 to our Annual Report on Form 10-K, filed with the SEC on March 30, 2015, SEC File No.
−Removed: 001-36365, and incorporated by reference here).
−Removed: Second Amendment to License Agreement between SCYNEXIS, Inc.
−Removed: and Merck Sharp & Dohme Corp.
−Removed: dated December 21, 2016 (Filed with the SEC as Exhibit 10.30 to our Annual Report on Form 10-K, filed with the SEC on March 13, 2019, SEC file No.
−Removed: 001-36365, and incorporated by reference here).
−Removed: Amendment of Employment Agreement, effective April 18, 2016, between SCYNEXIS, Inc.
−Removed: and Marco Taglietti.
−Removed: (Filed with the SEC as Exhibit 10.2 to our Quarterly Report on Form 10-Q, filed with the SEC on May 9, 2016, SEC File No.
+Added: (Filed with the SEC as Exhibit 10.1 to our Form 10-Q, filed with the SEC on November 13, 2023, SEC File No.
001-36365, and incorporated by reference here).
−Removed: Amendment of Employment Agreement, effective April 18, 2016, between SCYNEXIS, Inc.
−Removed: and David Angulo.
−Removed: (Filed with the SEC as Exhibit 10.3 to our Quarterly Report on Form 10-Q, filed with the SEC on May 9, 2016, SEC File No.
+Added: Second Amendment to Termination and License Agreement between the Company and Merck Sharp & Dohme Corp.
+Added: (Filed with the SEC as Exhibit 10.2 to our Form 10-Q, filed with the SEC on November 13, 2023, SEC File No.
001-36365, and incorporated by reference here).
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001-36365, and incorporated by reference here).
−Removed: Third Amendment to Termination and License Agreement between SCYNEXIS, Inc.
−Removed: and Merck Sharp & Dohme Corp.
−Removed: dated January 5, 2018 (Filed with the SEC as Exhibit 10.1 to our Quarterly Report on Form 10-Q, filed with the SEC on May 8, 2019, SEC file No.
−Removed: 001-36365, and incorporated by reference here).
−Removed: Non-Employee Director Compensation Policy (Filed with the SEC as Exhibit 10.1 to our Form 10-Q, filed with the SEC on August 15, 2022, SEC File No.
+Added: Third Amendment to Termination and License Agreement between the Company and Merck Sharp & Dohme Corp., dated January 5, 2018 (Filed with the SEC as Exhibit 10.3 to our Form 10-Q, filed with the SEC on November 13, 2023, SEC File No.
001-36365, and incorporated by reference here).
+Added: Non-Employee Director Compensation Policy
Senior Convertible Note Purchase Agreement, dated as of March 7, 2019, among SCYNEXIS, Inc., as Issuer, Puissance Capital Management, as the Investor (Filed with the SEC as Exhibit 10.1 to our current report on Form 8-K filed with the SEC on March 8, 2019, SEC File No 001-36365 and incorporated by reference here).
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001-36365, and incorporated by reference here).
−Removed: Senior Convertible Note Purchase Agreement, dated as of April 9, 2020, among SCYNEXIS, Inc., as Issuer, Puissance Life Science Opportunities Fund IV, as the Investor, (including the form of Note attached thereto as Exhibit A).
−Removed: (Filed with the SEC as Exhibit 10.1 to our Form 8-K, filed with the SEC on April 9, 2020, SEC File No.
−Removed: 001-36365, and incorporated by reference here).
Fourth Amendment to Termination and License Agreement between SCYNEXIS, Inc.
1 unchanged sentence
dated December 2, 2020.
+Added: (Filed with the SEC as Exhibit 10.30 to our Form 10-K, filed with the SEC on March 31, 2023, SEC File No.
+Added: 001-36365, and incorporated by reference here).
Exclusive License and Collaboration Agreement, made as of February 11, 2021, by and between SCYNEXIS, Inc., Hansoh (Shanghai) Health Technology Co., Ltd.
19 unchanged sentences
001-36365, and incorporated by reference here).
−Removed: Employment Agreement, dated May 10, 2021, between SCYNEXIS, Inc.
−Removed: and Christine Coyne (Filed with the SEC as Exhibit 10.1 to our Annual Report on Form 10-Q, filed with the SEC on May 12, 2022, SEC File No.
+Added: Employment Agreement, dated February 5, 2015, between SCYNEXIS, Inc.
+Added: Marco Taglietti.
+Added: (Filed with the SEC as Exhibit 10.27 to our Annual Report on Form 10-K, filed with the SEC on March 30, 2015, SEC File No.
001-36365, and incorporated by reference here).
+Added: Amendment of Employment Agreement, effective April 18, 2016, between SCYNEXIS, Inc.
+Added: and Marco Taglietti.
+Added: (Filed with the SEC as Exhibit 10.2 to our Quarterly Report on Form 10-Q, filed with the SEC on May 9, 2016, SEC File No.
+Added: 001-36365, and incorporated by reference here).
Separation Agreement, dated October 20, 2022, between SCYNEXIS, Inc.
and Marco Taglietti.
+Added: (Filed with the SEC as Exhibit 10.38 to our Form 10-K, filed with the SEC on March 31, 2023, SEC File No.
+Added: 001-36365, and incorporated by reference here).
+Added: Employment Agreement, dated May 10, 2021, between SCYNEXIS, Inc.
+Added: and Christine Coyne (Filed with the SEC as Exhibit 10.1 to our Annual Report on Form 10-Q, filed with the SEC on May 12, 2022, SEC File No.
+Added: 001-36365, and incorporated by reference here).
Employment Agreement, dated January 1, 2023, between SCYNEXIS, Inc.
−Removed: and David Angulo.
+Added: and David Angulo (Filed with the SEC as Exhibit 10.39 to our Form 10-K, filed with the SEC on March 31, 2023, SEC File No.
+Added: 001-36365, and incorporated by reference here).
Employment Agreement, dated October 24, 2022, between SCYNEXIS, Inc.
−Removed: and Ivor Macleod .
+Added: and Ivor Macleod (Filed with the SEC as Exhibit 10.40 to our Form 10-K, filed with the SEC on March 31, 2023, SEC File No.
+Added: 001-36365, and incorporated by reference here).
+Added: Exclusive License Agreement, dated as of March 30, 2023, by and between GlaxoSmithKline Intellectual Property (No.3) Limited, and the Company (Filed with the SEC as Exhibit 10.1 to our Form 10-Q, filed with the SEC on May 10, 2023, SEC File No.
+Added: 001-36365, and incorporated by reference here).
+Added: First Amendment and Consent to Loan and Security Agreement, dated March 30, 2023, among the Company, Hercules Capital, Inc., and Silicon Valley Bank (Filed with the SEC as Exhibit 10.2.
+Added: to our Form 10-Q, filed with the SEC on May 10, 2023, SEC File No.
+Added: 001-36365, and incorporated by reference here).
+Added: Payoff Letter with Hercules Capital, Inc.
+Added: dated May 25, 2023 (Filed with the SEC as Exhibit 10.1 to our Form 10-Q with the SEC on August 14, 2023, SEC File No.
+Added: 001-36365, and incorporated by reference here).
+Added: Binding Memorandum of Understanding for Amendment to Exclusive License Agreement and Transitional Manufacturing and Supply Agreement, dated as of December 26, 2023, by and between GlaxoSmithKline Intellectual Property (No.
+Added: 3) Limited, and the Company.
+Added: Separation Agreement, dated October 20, 2022, between SCYNEXIS, Inc.
+Added: and Christine Coyne (Filed with the SEC as Exhibit 10.3 to our Form 10-Q with the SEC on May 10, 2023, SEC File No.
+Added: 001-36365, and incorporated by reference here).
Consent of Independent Registered Public Accounting Firm.
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Section 1350 as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: XBRL Instance Document
−Removed: XBRL Taxonomy Schema Linkbase Document
−Removed: XBRL Taxonomy Calculation Linkbase Document
−Removed: XBRL Taxonomy Definition Linkbase Document
−Removed: XBRL Taxonomy Labels Linkbase Document
−Removed: XBRL Taxonomy Presentation Linkbase Document
+Added: Incentive Compensation Recoupment Policy
+Added: Inline XBRL Instance Document
+Added: Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents.
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.