SCYX 8-K
Scynexis Inc (SCYX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): |
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
||
|
|
|
|
|
|
||||
|
||||
(Address of Principal Executive Offices) |
|
(Zip Code) |
||
Registrant’s Telephone Number, Including Area Code: |
|
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
|
|
Trading |
|
|
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 18, 2026, the Board of Directors (the “Board”) of SCYNEXIS, Inc. (“SCYNEXIS” or the “Company”) appointed Steven K. Burke, M.D., as a member of the Board, effective September 18, 2026. Dr. Burke will serve until SCYNEXIS’s 2027 Annual Meeting of Stockholders and until his successor is duly elected and qualified. In addition, the Board appointed Dr. Burke as a member of the Nominating and Corporate Governance Committee of the Board.
Dr. Burke will receive compensation as a non-employee director of SCYNEXIS as follows: (a) an annual retainer of $45,000; (b) an annual retainer of $5,000 for service as a member of the Nominating and Corporate Governance Committee; (c) an initial stock option grant to purchase 5,750 shares of the Company’s common stock, with an exercise price of $4.46, which is equal to the closing price of SCYNEXIS’s common stock on September 18, 2026, the date of grant, one-third of which will vest on the one year anniversary of the grant date, with the remaining shares vesting in equal monthly installments over the next 24 months thereafter, provided that he is continuing to provide service on the applicable vesting date; (d) an initial restricted stock unit grant to acquire 5,750 shares of the Company’s common stock, one-third of which will vest each year on the anniversary of the date of grant provided that he is continuing to provide service on the applicable vesting date; and (e) each year an annual equity grant as determined in accordance with the Company’s Non-Employee Director Compensation Policy, which currently consists of a stock option grant to purchase 2,875 shares of the Company’s common stock, with an exercise price per share equal to the fair market value of a share of common stock on the date of grant, and a restricted stock unit grant to acquire 2,875 shares of the Company’s common stock, which grants will vest in full on the one-year anniversary of the grant date provided that he is continuing to provide service on the applicable vesting date. As a non-employee director, Dr. Burke may elect to receive nonstatutory stock options in lieu of all or a portion of the cash compensation to which he would otherwise be entitled, as described above.
In addition, SCYNEXIS has entered into its standard indemnification agreement with Dr. Burke, the form of which was filed as Exhibit 10.1 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on March 4, 2026. There is no arrangement or understanding between Dr. Burke and any other person pursuant to which he was selected as a director, and there is no family relationship between Dr. Burke and any of the Company’s other directors or executive officers. The Company is not aware of any transaction involving Dr. Burke requiring disclosure under Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On September 22, 2026, the Company issued a press release announcing the appointment of Dr. Burke to the Board. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
The information furnished under this Item 7.01 (including Exhibit 99.1), shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed incorporated by reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
|
|
Exhibit No. |
|
Description |
|
|
|
99.1 |
|
|
|
|
|
104.1 |
|
Cover Page Interactive Data File, formatted in inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
SCYNEXIS, Inc. |
|
|
|
|
Date: |
September 21, 2026 |
By: |
/s/ David Angulo, M.D. |
|
|
Name: |
David Angulo, M.D. |
|
|
Its: |
Chief Executive Officer |
Exhibit 99.1
SCYNEXIS Appoints Seasoned Industry Veteran Steven K. Burke, M.D., to its Board of Directors
New director brings nephrology development expertise and over 30 years of experience in the biopharmaceutical industry
JERSEY CITY, N.J., September 22, 2026 – SCYNEXIS, Inc. (NASDAQ: SCYX) (“SCYNEXIS” or the “Company”), a clinical-stage biotechnology company dedicated to advancing innovative solutions for severe rare diseases, today announced the appointment of Steven K. Burke, M.D., to its Board of Directors, effective September 18, 2026.
Dr. Burke brings more than 30 years of industry experience, with a particular focus on drug development for chronic kidney disease. He has worked at Akebia Therapeutics, Inc. since 2019, and has served as its Senior Vice President, Chief Research and Development Officer and Chief Medical Officer since 2021. Dr. Burke has responsibility for Akebia’s research and development functions, including research, toxicology, pharmacology, clinical operations, data management, biostatistics, clinical research, regulatory affairs, drug safety and pharmacovigilance, and medical affairs. During his time, he has had a leadership role in the development of Vafseo® (vadadustat) for anemia due to chronic kidney disease and has supported Auryxia® (ferric citrate). He also oversees development programs including praliciguat and ebribafusp alfa for glomerular diseases and other investigational programs. Prior to joining Akebia, Dr. Burke founded Abfero Pharmaceuticals, Inc. and served on its board through its acquisition by Pharmacosmos A/S. Earlier in his career, Dr. Burke served as Senior Vice President and Chief Medical Officer of Proteon Therapeutics, Inc. from 2006 to 2019 and in senior positions at several other biotechnology companies including Genzyme Inc.
“2026 has been a transformative year for SCYNEXIS following the acquisition of SCY-770, a promising drug candidate in development for Autosomal Dominant Polycystic Kidney Disease,” said Guy Macdonald, Chairman of the Board of SCYNEXIS. “As we continue to progress SCY-770, we are excited to add Steven’s deep expertise in drug development for chronic kidney disease. On behalf of the Company and my fellow Board members, I welcome Steven and we look forward to his guidance.”
“This is a very exciting time to join the SCYNEXIS Board as the Company prepares to enter Phase 2 with SCY-770,” said Dr. Burke. “SCYNEXIS has acquired a very promising asset and combined with its well-established expertise in antifungal development, is poised to become a leader in advancing therapies for severe rare diseases. I look forward to leveraging my drug development and biopharmaceutical industry experience to help SCYNEXIS deliver better outcomes for patients and create significant shareholder value.”
Dr. Burke received an A.B. from Harvard College and an M.D. from Cornell University Medical School. He completed a residency and fellowship at Brigham and Women’s Hospital and is board certified in internal medicine and gastroenterology and has maintained a Massachusetts medical license since 1989.
About SCY-770
SCY-770, a novel and highly selective, direct Adenosine Monophosphate (AMP)-activated protein kinase (AMPK) activator, is being developed as a disease-modifying therapy for ADPKD, a progressive genetic kidney disorder and the leading genetic cause of end-stage renal disease, affecting approximately 140,000 diagnosed patients in the United States. AMPK activation suppresses the mTOR and cAMP signaling pathways that drive cyst cell proliferation and fluid secretion in ADPKD, providing a mechanistically differentiated approach to slowing disease progression. SCY-770 has been evaluated in several Phase 1 trials and one Phase 2a trial in patients with nonalcoholic fatty liver disease (NAFLD). Compelling preclinical pharmacology data supports its potential utility in ADPKD. The Company aims to develop SCY-770 with the goal of reducing cyst growth and disease progression and improving patient quality of life. SCY-770 has been granted Orphan Drug Designation by the U.S. Food and Drug Administration (FDA) for the treatment of ADPKD.
About SCYNEXIS
SCYNEXIS, Inc. (NASDAQ: SCYX) is a clinical stage biotechnology company dedicated to advancing innovative solutions for severe rare diseases. SCY-770 is being developed for the treatment of Autosomal Dominant Polycystic Kidney Disease (ADPKD) and has been granted Orphan Drug designation. SCYNEXIS’s proprietary antifungal platform “fungerps” includes BREXAFEMME® (ibrexafungerp tablets), the first approved representative of this novel class, which has been licensed to GSK, and SCY-247, currently in clinical stages of development. For more information, visit www.scynexis.com.
Forward-Looking Statements
Statements contained in this press release regarding expected future events or results are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to statements regarding: the anticipated timing and results of Phase 2 trial of SCY-770, and the Company’s ability to become a leader in advancing therapies for severe rare diseases, and other statements identified by words such as “will,” “potential,” “could,” "can,” “believe,” “intends,” “continue,” “plans,” “expects,” “anticipates,” “estimates,” “may,” other words of similar meaning or the use of future dates. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, risks inherent in regulatory and other costs in developing products. For the Company, this includes the future prospects of the Company’s SCY-770 program, the timing and results of the Company’s anticipated Phase 2 proof-of-concept clinical study evaluating SCY-770, stock price volatility and uncertainties relating to the financial markets, the medical community and the global economy, and the impact of instability in general business and economic conditions, including changes in inflation and interest rates. These and other risks are described more fully in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including without limitation, its most recent Annual Report on Form 10-K filed on March 4, 2026, including under the caption "Risk Factors,” and in other filings the Company makes with the SEC from time to time. All forward-looking statements contained in this press release speak only as of the date on which they were
made. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.
CONTACT:
Investor Relations
John Fraunces
LifeSci Advisors
Tel: 917-355-2395