SecProbe.io

April 30, 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. 3 to Registration Statement on Form S -1
Filed April 30 , 2014
  File No. 333 -194192

Dear Ms. Pruette :

We have reviewed your registration statement  and have the following comment.  Please
respond to this letter by amending your registration statement and providing the requested
information .  If you do not believe our comment applies  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 this comment , 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 B ased Compensation, page 69

Please explain to us the factors causing the difference between the offering price of $10
per share and the estimated fair value per share of $61.20 underlying the stock options
granted March 21, 2014.

We urge all persons who a re 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 regis tration statement please provide  a written statement from the company
acknowledging that:

Eileen C. Pruette
SCYNEXIS, Inc.
April 30, 2014
Page 2

  should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, 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 i n 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 responsibilit ies 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 of the
registration statement.

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