SCYNEXIS, INC. AND _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • November 13th, 2023 • Scynexis Inc • Pharmaceutical preparations • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between SCYNEXIS, INC., a Delaware corporation (the “Company”) and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
SCYNEXIS, INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFWarrant Agreement • October 30th, 2015 • Scynexis Inc • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [●], between SCYNEXIS, INC., a Delaware corporation (the “Company”) and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
SCYNEXIS, INC. UP TO $40,000,000 COMMONSTOCK SALES AGREEMENTSales Agreement • November 12th, 2015 • Scynexis Inc • Pharmaceutical preparations • New York
SCYNEXIS, Inc. and _____________, As Warrant Agent Form Of Preferred Stock Warrant Agreement Dated As Of __________Preferred Stock Warrant Agreement • August 31st, 2018 • Scynexis Inc • Pharmaceutical preparations • New York
This Preferred Stock Warrant Agreement (this “Agreement”), dated as of [●], between SCYNEXIS, Inc., a Delaware corporation (the “Company”) and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
COMMON STOCK PURCHASE WARRANT SCYNEXIS, INC.Common Stock Purchase • April 22nd, 2022 • Scynexis Inc • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) of SCYNEXIS, Inc., a Delaware corporation (the “Company”), certifies that, for value received, _________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the Termination Date (as defined below), to subscribe for and purchase from the Company, up to _____________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • April 13th, 2020 • Scynexis Inc • Pharmaceutical preparations • Illinois
COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of April 10, 2020 by and between SCYNEXIS, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 13th, 2020 • Scynexis Inc • Pharmaceutical preparations • Illinois
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 10, 2020, by and between SCYNEXIS, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
SCYNEXIS, INC. FORM OF DEBT SECURITIES WARRANT AGREEMENTSecurities Warrant Agreement • August 31st, 2018 • Scynexis Inc • Pharmaceutical preparations • New York
This Debt Securities Warrant Agreement (this “Agreement”), dated as of [●], between SCYNEXIS, Inc., a Delaware corporation (the “Company”) and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • March 19th, 2014 • Scynexis Inc • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT, dated as of [—], 2014 (this “Agreement”), is entered into by and between SCYNEXIS, INC., a Delaware corporation (the “Company”), and [NAME OF DIRECTOR/EXECUTIVE OFFICER] (the “Indemnitee”).
SCYNEXIS, INC, Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20__ Debt SecuritiesScynexis Inc • August 31st, 2018 • Pharmaceutical preparations • New York
Whereas, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;
·] Shares SCYNEXIS, Inc. Common Stock ($0.001 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • April 20th, 2015 • Scynexis Inc • Pharmaceutical preparations • New York
SCYNEXIS, Inc., a Delaware corporation (the “Issuer”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom RBC Capital Markets, LLC and Canaccord Genuity Inc. are acting as representatives (“you” or the “Representatives”) an aggregate of [·] shares of the Issuer’s Common Stock, $0.001 par value (the “Firm Securities”). The respective amounts of the Firm Securities to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Issuer also proposes to sell at the Underwriters’ option an aggregate of up to [·] additional shares of the Issuer’s Common Stock (the “Option Securities”) solely to cover over-allotments, as set forth below.
ContractScynexis Inc • October 5th, 2016 • Pharmaceutical preparations • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 2014 • Scynexis Inc • Pharmaceutical preparations • North Carolina
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”), effective as of December 7, 2012 (the “Effective Date”), supercedes and replaces the Employment Agreement dated February 8, 2008 (the “Prior Agreement”) by and between SCYNEXIS, Inc., a Delaware corporation (“Employer” or “Company”) and Michael C. Garrett (“Employee”). Once this Agreement is in effect, the Prior Agreement shall have no further force or effect.
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2023 • Scynexis Inc • Pharmaceutical preparations
THIS EMPLOYMENT AGREEMENT ("Agreement"), effective as of October 24, 2022 (the "Effective Date"), is by and between SCYNEXIS, Inc., a Delaware corporation ("Employer" or "Company") and Ivor Macleod ("Employee").
3,333,333 Shares of Common Stock ($0.001 Par Value) Pre-Funded Warrants to Purchase Up to 11,666,667 Shares of Common Stock Warrants to Purchase Up to 15,000,000 Shares of Common Stock SCYNEXIS, Inc. Common Stock EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • April 22nd, 2022 • Scynexis Inc • Pharmaceutical preparations • New York
SCYNEXIS, Inc., a Delaware corporation (the “Issuer”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom Guggenheim Securities, LLC is acting as representative (“you” or the “Representative”) an aggregate of (i) 3,333,333 shares (the “Shares”) of the Issuer’s common stock, $0.001 par value (the “Common Stock”), (ii) pre-funded warrants to purchase up to an aggregate of 11,666,667 shares of Common Stock at an exercise price of $0.001 per share (the “Pre-Funded Warrants”) and (iii) warrants, each of which can be exercised to purchase one share of Common Stock and, in the aggregate, to purchase up to 15,000,000 shares of Common Stock (the “Warrants,” and together with the Shares and the Pre-Funded Warrants, the “Underwritten Securities”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 2 hereof, up to an additional (i) 2,250,000 shares of Common Stock (the “Option Shares”) and/or
Controlled Equity OfferingSM Sales AgreementScynexis Inc • May 18th, 2021 • Pharmaceutical preparations • New York
Senior Convertible Note Purchase Agreement Dated as of April 9, 2020Senior Convertible Note Purchase Agreement • April 9th, 2020 • Scynexis Inc • Pharmaceutical preparations • New York
SENIOR CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of April 9, 2020 (the “Closing Date”), among SCYNEXIS, Inc., a Delaware corporation, as Issuer (the “Company”), and Puissance Life Science Opportunities Fund VI (the “Investor”).
Controlled Equity OfferingSM Sales AgreementSales Agreement • May 18th, 2021 • Scynexis Inc • Pharmaceutical preparations • New York
AGREEMENT Technology Business Tax Certificate Transfer ProgramAgreement • January 8th, 2019 • Scynexis Inc • Pharmaceutical preparations • New Jersey
This Agreement (hereinafter “Agreement”), made as of 10th, day of December 2018, by and between SCYNEXIS, Inc., (“Selling Company”), a company organized under the laws of the State of New Jersey, having its principal offices at 1 EVERTRUST PLAZA, 13th FLOOR, JERSEY CITY, NEW JERSEY 07302 and PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED, (“Buying Company”), a company organized under the laws of the State of New Jersey, having its principal offices at 80 PARK PLAZA, P.O. BOX 570, NEWARK, NEW JERSEY 07102, the above entities being hereinafter referred to as the “Parties”.
DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT BETWEEN R-PHARM, CJSC AND SCYNEXIS, INC. DATED AS OF August 1st, 2013And Supply Agreement • March 19th, 2014 • Scynexis Inc • Pharmaceutical preparations
THIS DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT (this “Agreement”), dated as of August 1st, 2013, is entered into by and between R-Pharm, CJSC, a corporation organized and existing under the laws of the Russian Federation, having offices located at 12 Bld. 1, Nagorny Proezd, Moscow, Russian Federation (“R-Pharm”), and Scynexis, Inc., a corporation organized and existing under the laws of the State of Delaware, having offices located at 3501C Tricenter Boulevard, Durham North Carolina, USA 27713 (“Scynexis”).
SCYNEXIS, INC. FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • February 27th, 2014 • Scynexis Inc • Pharmaceutical preparations • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • March 7th, 2016 • Scynexis Inc • Pharmaceutical preparations
THIS EMPLOYMENT AGREEMENT ("Agreement"), effective as of July 6, 2015 (the "Effective Date"), is by and between SCYNEXIS, Inc., a Delaware corporation ("Employer" or "Company") and David Angulo Gonzalez, MD ("Employee").
TERMINATION AND LICENSE AGREEMENTTermination and License Agreement • March 19th, 2014 • Scynexis Inc • Pharmaceutical preparations • New Jersey
This Termination and License Agreement (the “Agreement”) is made and entered into as of May 24, 2013 (the “Effective Date”) by and between Merck Sharp & Dohme Corp., a New Jersey corporation with a principal place of business at One Merck Drive, Whitehouse Station, NJ 08889 (“Merck”) and Scynexis, Inc., a Delaware corporation with a principal place of business at 3501 C Tricenter Boulevard, Durham, NC 27713 (“Scynexis”) (each individually a “Party” and, collectively, the “Parties”).
RELEASE AND SETTLEMENT AGREEMENTRelease and Settlement Agreement • August 19th, 2015 • Scynexis Inc • Pharmaceutical preparations • North Carolina
This Release and Settlement Agreement (“Agreement”) is entered into effective as of June 30, 2015 by and between SCYNEXIS, Inc., a Delaware corporation (the “Company”), and Charles F. Osborne (“Employee”).
AMENDED and RESTATED LICENSE, DEVELOPMENT & COMMERCIALIZATION AGREEMENT Between SCYNEXIS, Inc. And ELANCO ANIMAL HEALTH, a division of ELI LILLY AND COMPANYCommercialization Agreement • March 19th, 2014 • Scynexis Inc • Pharmaceutical preparations
This AMENDED and RESTATED LICENSE, DEVELOPMENT & COMMERCIALIZATION AGREEMENT (this “Agreement”) is made and effective as of the last date of signature hereto (the “New Effective Date”) by and between:
ContractAgreement • March 19th, 2014 • Scynexis Inc • Pharmaceutical preparations • North Carolina
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
Guarantee Extension AgreementBoard Observation Rights Agreement • March 19th, 2014 • Scynexis Inc • Pharmaceutical preparations • North Carolina
This Guarantee Extension Agreement (this “Agreement”) dated as of 5 March 2013 (the “Guarantee Extension Agreement Effective Date”), is made and entered into between Sanofi, a French Société Anonyme (“Sanofi”) and Scynexis, Inc., a Delaware corporation (“Scynexis”, together with Sanofi, the “Parties”).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 8th, 2018 • Scynexis Inc • Pharmaceutical preparations
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of March 30, 2018 (the “Amendment Effective Date”), is made among Scynexis, Inc., a Delaware corporation (the “Borrower”), Solar Capital Ltd., a Maryland corporation (“Solar”), in its capacity as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”) and the Lenders listed on Schedule 1.1 of the Loan and Security Agreement (as defined below) or otherwise a party hereto from time to time including Solar in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”).
RESEARCH SERVICES AGREEMENTResearch Services Agreement • March 19th, 2014 • Scynexis Inc • Pharmaceutical preparations
This Research Services Agreement (this “Agreement”) is dated as of December 19, 2011 (the “Effective Date”), and is by and between MERIAL Limited, a company limited by shares registered in England and Wales (registered number 3332751) with a registered office at P.O. Box 327, Sandringham House, Sandringham Avenue, Harlow Business Park, Harlow, Essex CM19 5QA, England, and domesticated in Delaware, USA as MERIAL LLC, and having a place of business at 3239 Satellite Boulevard, Bldg. 500, Duluth, Georgia 30096 USA, on behalf of itself and any of its subsidiaries and/or Affiliates (hereinafter, “MERIAL”), and SCYNEXIS, Inc., a Delaware corporation having a place of business at 3501 C Tricenter Boulevard, Durham, NC 27713 (hereinafter, “SCYNEXIS”).
LICENSE AGREEMENTLicense Agreement • March 19th, 2014 • Scynexis Inc • Pharmaceutical preparations • North Carolina
THIS LICENSE AGREEMENT (the “Agreement”) is made and entered into as of August 7th, 2012 (the “Effective Date”) by and between SCYNEXIS, INC., a Delaware corporation having its principal place of business at 3501C Tricenter Boulevard, Durham, NC 27713 USA (“Licensor”), and Dechra Ltd of Dechra House, Jamage Industrial Estate, Talke Pits, Stoke-on-Trent, ST7 1XW, United Kingdom (“Licensee”). Licensor and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
38,888,889 Shares of Common Stock ($0.001 Par Value) Warrants to Purchase up to 38,888,889 Shares of Common Stock SCYNEXIS, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 12th, 2019 • Scynexis Inc • Pharmaceutical preparations
SCYNEXIS, Inc., a Delaware corporation (the “Issuer”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom H.C. Wainwright & Co., LLC is acting as representative (“you” or the “Representative”) an aggregate of (i) 38,888,889 shares (the “Firm Shares”) of the Issuer’s common stock, $0.001 par value (the “Common Stock”) and (ii) warrants to purchase 38,888,889 shares of Common Stock at an exercise price of $1.10 per share (the “Firm Warrants”) in the form attached hereto as Exhibit A. The shares of Common Stock underlying the Firm Warrants are hereinafter referred to as the “Firm Warrant Shares.” The Firm Shares, the Firm Warrants and the Firm Warrant Shares are hereinafter referred to as the “Firm Securities.” The Company also proposes to sell to the Underwriters, at the option of the Underwriters, up to (i) an additional 5,833,333 shares (the “Option Shares” and together with the Firm Shares, the “Shares”) of Common Stock, and/or (ii) a
Dated May 10, 2005 - and - Exclusive World-wide Licence AgreementAgreement • March 19th, 2014 • Scynexis Inc • Pharmaceutical preparations
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
October 20, 2022 Christine Rose Coyne Dear Christine:Scynexis Inc • May 10th, 2023 • Pharmaceutical preparations
This letter sets forth the substance of the separation agreement (the “Agreement”) that SCYNEXIS, Inc. (the “Company”) is offering to you to aid in your employment transition.
Controlled Equity OfferingSM Sales AgreementSales Agreement • August 31st, 2018 • Scynexis Inc • Pharmaceutical preparations • New York
SCYNEXIS, INC. SERIES C-2 PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • March 19th, 2014 • Scynexis Inc • Pharmaceutical preparations • New York
This SERIES C-2 PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of March 11, 2008, by and among Scynexis, Inc., a Delaware corporation formerly known as ScyRex, Inc. and as SCYNEXIS Chemistry & Automation, Inc. (“SCYNEXIS” or the “Company”), Merial Limited, a company limited by shares registered in England and Wales (registered number 3332751) with a registered office at PO Box 327, Sandringham House, Sandringham Avenue, Harlow Business Park, Harlow, Essex CM19 5TG, England, and domesticated in Delaware, USA as Merial LLC (“Merial”) and S.R. One, Limited (“SR One” and, together with Merial, the “Investors”).
