SecProbe.io

February 19, 2014

Via E -Mail
Eileen C. Pruette
General Counsel
SCYNEXIS , Inc.
P.O. Box 12878
Research Triangle Park, NC 27709 -2878

Re: SCYNEXIS, Inc.
Amendment No. 1 to Confidential Draft Registration Statement on Form S -1
Submitted January 29, 2014
CIK No. 0001178253

Dear Ms. Pruette :

We have reviewed your amended draft registration statement  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in re sponse to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

Management’s Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Significant Judgments and Estimates
Stock Based Compensation
Determination of the Fair Value of Common Stock Warrants on Issuance Dates, page 68

1. You disclose on page 69 that common stock warrants were issued in connection with the
June 2013 convertibl e notes and the Series D -2 convertible preferred stock.  Please tell us
and disclose how you accounted for the warrants in connection with the Series D -2
convertible preferred stock as your disclosure on page 68 appears to only describe the
accounting for the common stock warrants in connection with the convertible notes.

Eileen C. Pruette
SCYNEXIS, Inc.
February 1 9, 2014
Page 2

 Issuance of Series D -1 and D -2 Convertible Preferred Stock, page 70

2. Please tell us and disclose how you intend to account for the modification of the terms of
the convertible notes.

Business
Our Product Candidat e: SCY -078
Clinical Experience with SCY -078, page 79

3. We note your expanded disclo sure on pages 80 -82 in response to our prior comment 9.
Please revise your disclosure to define the following terms the first time each is used:

 “Tmax”
 “AUC,” “AUC0 -∞,” and “AUC 1 -24”
 “Cmax”
 “T1/2”
 “Geometric mean ratios”
 “True steady state geometric mea n…of at least 17μM•hr”
 “TID” and “QD,” in the context of the dosing regimen

Acquisition of SCY -078 from Merck, page 78

4. We note your  expanded description of your Merck agreement on pages 84 -85 in response
to our prior comment 10.  In addition, please revi se your discussion to provide an
estimated date of expiration of the royalty obligations.

5. Please expand your discussion to describe the material terms governing Merck’s
assignment to you in 2014 of the patents related to SCY -078, including:

 each party’s material rights and obligations; and
 any material payment provisions

In addition, please file a copy of the agreement pursuant to which Merck assigned the
SCY -078 patents to you as an exhibit to your registration statement.

Collaborations an d Licensing Agreements
Merial, page 88

6. Please expand your discussion here and on page 133 to describe the approximate dollar
amount received from Merial in the last fiscal year under the Research Services
Agreement, pursuant to Item 404 of Regulation S -K.

Eileen C. Pruette
SCYNEXIS, Inc.
February 1 9, 2014
Page 3

 R-Pharm, page 88

7. We note your response to our prior comment 12.  However, confidential treatment is
not appropriate for information that is material to investors.  For further guidance,
please refer to the Division of Corporation Finance Staff Legal Bul letin No. 1 and 1A,
publicly available at http://www.sec.gov/interps/legal.shtml. Accordingly, please
expand your description of your R -Pharm agreement to disclose:

 the amount of the upfront payment, and, if different, the total amount of
 payments received to date under the agreement;
 the aggregate amount of potential milestones payments; and
 the amount of royalties expressed as a narrower range within ten percent,  e.g.,
 teens, twenties, etc.

Dechra, page 88

8. We note your response to our prior comment 13.  Please expand your description of your
Dechra agreement to disclose the following material information:

 the aggregate amount of potential milestones payments;
 the amount of royalties expressed as a narrower range within ten percent, e.g., teens,
twenties, etc.; and
 the specified period of time after the first commercial sale that would trigger the
expiratio n of Dechra’s royalty obligation.

Aventis, page 89

9. We note your expanded disclosure in response to our prior comment 11.  Please revise
your discussion to provide an estimated date of expiration of the underlying intellectual
property claims.

C-Chem, pa ge 89

10. We note your expanded disclosure in response to our prior comment 11.  Please revise
your discussion to disclose:

 the total amount of payments made to date under the agreement; and
 an estimated date of expiration of the underlying intellectual prop erty claims.

11. You state that you are obligated to make milestone payments of up to $1.35 million to
Aventis and up to $0.95 million to C -Chem.  However, in Note 4 on page F -46, you state
that you have up to $2.5 million in future milestone payments under two agreements.
Please revise your disclosure to clarify this discrepancy.

Eileen C. Pruette
SCYNEXIS, Inc.
February 1 9, 2014
Page 4

Elanco Animal Health, page 90

12. Please expand your description of your Elanco agreement to disclose:

 the anticipated expiration of the last remaining royalty term;
 the anticipated expiration o f the research services term;
 the annual services fee; and
 the aggregate amount of potential milestones payments.

Transactions with Related Persons, page 129

13. Aventis appears to be a related person pursuant to Item 404 of Regulation S -K.
Accordingly, pl ease include a description here, or a cross -reference to your discussion on
page 89, of your Aventis agreement.

Notes to the Condensed Financ ial Statements for the Nine Months Ended September 30, 2013
2.  Summary of Significant Accounting Policies
Revenue Recognition and Deferred Revenue, page F -39

14. Please refer to your response to prior comment 16 and address the following:

 Disclose why you determi ned that license rights and other non -contingent
deliverables, when included in arrangements, do not have standalone value.  Refer to
ASC 605 -25-50-2f.

 You state that the Company recognizes contingent event -based payments under
license agreements when paym ents are received.  Based on your disclosure on pages
F-40 to F -41related to the license and supply agreement with R -Farm, you appear to
have contingent event -based payments that are substantive and not considered
substantive.  Please revise your disclosur e to clarify the revenue recognition policy to
describe a substantive contingent event versus a non -substantive contingent event.

15. Please refer to your response to prior comment 17 and address the following:

 You state that the contingent payments under the terms of the agreement are not
included within the scope of ASC 605 -28.  However, your revised disclosure states
that the development milestone payment is considered substantive and will be
recognized when R -Pharm achieves certain specified milestones.  Re vise your
disclosure to clarify if the milestones are considered substantive per ASC 605 -28 and,
if so, provide a description of the milestone and the related contingent consideration
per ASC 605 -28-50-2b.

Eileen C. Pruette
SCYNEXIS, Inc.
February 1 9, 2014
Page 5

  Tell us why the deferred revenue related to this a rrangement is classified within
current liabilities when it being deferred over a 70 month period.

11.  Subsequent Events
License Agreement, page F -54

16. Regarding your licensing agreement with a major animal health company in December
2013, please disclose  the amoun t of the upfront payment received and  how you accounted
for the arrangement.

If you intend to respond to these comments with an amended draft registration statement ,
please submit it and any associated correspondence in accordance with the guida nce we provide
in the Division’s October 11 , 2012 announcement on the SEC website at
http://www.sec.gov/divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm .

You may contact  Scott Wuenschell at (202) 551 -3467 or Joel Parker at (202) 551 -3651 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Amy Reischauer  at (202) 551 -3793, Daniel Greenspan at (202) 551 -3623, or me at (202)
551-3715  with any other questions.

Sincerely,

 /s/ Daniel  Greenspan for

Jeffrey P. Rie dler
Assistant Director

cc: Via E -Mail
Matthew B. Hemington
Cooley LLP
3175 Hanover Street
Palo Alto, California 94304