SecProbe.io

March 11, 2014

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

Re: SCYNEXIS, Inc.
Registration Statement on Form S -1
Filed February 27, 2014
  File No. 333-194192

Dear Ms. Pruette :

We have reviewed your 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 amending your registration statement and providing the
requested information .  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 any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Dilution, page 43

1. You have not disclosed a net tangible book value per share before the planned offering
that is consistent with historical amounts shown in your consolidated balance sheet at
December 31, 2013. Please explain to us your basis for concluding that this presen tation
of dilution per share to new investors conforms to guidance in Item 506 of Regulation
S-K.

Exhibit 23.1

2. Please revise your consent of Independent Registered Accounting Firm to reflect the
opinion date of February 27, 2014 in your Report of Indepe ndent Registered Public
Accounting Firm.

Eileen C. Pruette
SCYNEXIS, Inc.
March 11, 2014
Page 2

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing eff ective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of  1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date o f the
registration statement.

Eileen C. Pruette
SCYNEXIS, Inc.
March 11, 2014
Page 3

 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. Riedler
Assistant Director

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