SecProbe.io

CORRESP
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 CORRESP

 SCYNEXIS, I NC .
 1 Evertrust Plaza, 13th Floor
 Jersey City, NJ 07302 May 6, 2026
 VIA EDGAR Securities and Exchange Commission
 Office of Finance Division of Corporation Finance
 100 F. Street N.E. Washington, D.C. 20549-3010

 RE:
 SCYNEXIS, Inc.
 Registration Statement on Form S-3 (File
 No. 333-295493) Request for Acceleration of Effective Date
 Ladies and Gentlemen: SCYNEXIS, Inc. (the
“ Registrant ”) hereby requests that the U.S. Securities and Exchange Commission (the “ Commission ”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 (File No. 333-295493) (the “ Registration Statement ”) to become effective on Friday, May 8, 2026, at 4:30 p.m. Eastern Time, or as soon
thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of Matthew Hemington and Allison Pang of Cooley LLP, counsel to the
Registrant, to make such request on its behalf. Once the Registration Statement has been declared effective, please orally confirm that
event with Matthew Hemington of Cooley LLP, counsel to the Registrant, at (650) 843-5062, or in his absence, Allison Pang, at (650) 843-5315.
 [Remainder of page intentionally left blank]

 Very truly yours,

 SCYNEXIS, I NC .

 By:

 /s/ Scott Sukenick

 Name:

 Scott Sukenick

 Title:

 Chief Legal Officer

 cc:
 Matthew Hemington, Cooley LLP
 Allison Pang, Cooley LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 6, 2026

David Angulo, M.D.
Chief Executive Officer
SCYNEXIS, Inc.
1 Evertrust Plaza, 13th Floor
Jersey City, NJ 07302-6548

 Re: SCYNEXIS, Inc.
 Registration Statement on Form S-3
 Filed May 01, 2026
 File No. 333-295493
Dear David Angulo M.D.:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Daniel Crawford at 202-551-7767 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Matthew Hemington, Esq.
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
United States securities and exchange commission logo

                          November 20, 2023

       Dr. David Angulo
       Chief Executive Officer
       SCYNEXIS INC
       1 Evertrust Plaza, 13th Floor
       Jersey City, NJ 07302-6548

                                                        Re: SCYNEXIS INC
                                                            Registration
Statement on Form S-3
                                                            Filed November 13,
2023
                                                            File No. 333-275520

       Dear Dr. David Angulo:

              This is to advise you that we have not reviewed and will not
review your registration
       statement.

               Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you
       that the company and its management are responsible for the accuracy and
adequacy of their
       disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

                                                        Please contact Cindy
Polynice at 202-551-8707 with any questions.

                          Sincerely,

                          Division of Corporation Finance

                          Office of Life Sciences
       cc:                                              Matthew Hemington, Esq.
</TEXT>
</DOCUMENT>

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CORRESP

 SCYNEXIS, INC.

1 Evertrust Plaza, 13th Floor

Jersey City, New Jersey 07302-6548

November 21, 2023

 VIA
EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Cindy Polynice

RE:
 SCYNEXIS, Inc.

Registration Statement on Form S-3

Filed November 13, 2023

File No. 333-275513

Acceleration Request

Requested Date: November 27, 2023

Requested Time: 4:00 p.m. Eastern Time

Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities
Exchange Act of 1933, as amended, the undersigned registrant hereby requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form S-3
(File No. 333-275513) (the “Registration Statement”) to become effective at 4:00 p.m. Eastern Time on Monday, November 27, 2023, or as soon thereafter as is practicable.

Once the Registration Statement has been declared effective, please orally confirm that event with Matthew B. Hemington of Cooley LLP, counsel to the
registrant, at (650) 843-5062, or in his absence Allison Pang of Cooley LLP at (650) 843-5315.

[Signature page follows]

Very truly yours,

SCYNEXIS, INC.

By:

 /s/ David Angulo

David Angulo, M.D.

Chief Executive Officer

cc:
 Scott Sukenick, General Counsel, SCYNEXIS, Inc.

Matthew B. Hemington, Cooley LLP

Allison Pang, Cooley LLP

CORRESP
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CORRESP

 SCYNEXIS, INC.

1 Evertrust Plaza, 13th Floor

Jersey City, New Jersey 07302-6548

November 21, 2023

 VIA
EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Cindy Polynice

RE:
 SCYNEXIS, Inc.

Registration Statement on Form S-3

Filed November 13, 2023

File No. 333-275520

Acceleration Request

Requested Date: November 27, 2023

Requested Time: 4:00 p.m. Eastern Time

Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities
Exchange Act of 1933, as amended, the undersigned registrant hereby requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form S-3
(File No. 333-275520) (the “Registration Statement”) to become effective at 4:00 p.m. Eastern Time on Monday, November 27, 2023, or as soon thereafter as is practicable.

Once the Registration Statement has been declared effective, please orally confirm that event with Matthew B. Hemington of Cooley LLP, counsel to the
registrant, at (650) 843-5062, or in his absence Allison Pang of Cooley LLP at (650) 843-5315.

[Signature page follows]

Very truly yours,

SCYNEXIS, INC.

By:

/s/ David Angulo

David Angulo, M.D.

Chief Executive Officer

cc:
 Scott Sukenick, General Counsel, SCYNEXIS, Inc.

Matthew B. Hemington, Cooley LLP

Allison Pang, Cooley LLP

CORRESP
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scyx-corresp.htm

SCYNEXIS, Inc.

1 Evertrust Plaza, 13th Floor

Jersey City, NJ 07302-6548

Via Edgar

September 10, 2021

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC  20549

Attn:  Laura Crotty

Re:

 SCYNEXIS, Inc.
 Registration Statement on Form S-3

Filed September 3, 2021

File No. 333- 259300

Ladies and Gentlemen:

The undersigned registrant hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form   S-3 (the “Filing”) to become effective at 4:00 p.m., Eastern Time, on September 15, 2021, or as soon thereafter as is practicable.

Sincerely,

/s/ Eric Francois

Eric Francois

Chief Financial Officer

cc:

Marco Taglietti, M.D, SCYNEXIS, Inc.

Matthew B. Hemington, Cooley llp

Brett D. White, Cooley llp

United States securities and exchange commission logo
September 10, 2021
Eric Francois
Chief Financial Officer
SCYNEXIS INC
1 Evertrust Plaza, 13th Floor
Jersey City, NJ 07302-6548
Re:SCYNEXIS INC
Registration Statement on Form S-3
Filed September 3, 2021
File No. 333-259300
Dear Mr. Francois:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Laura Crotty at 202-551-7614 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Scott Sukenick

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SCYNEXIS, Inc.

1 Evertrust Plaza, 13th Floor

Jersey City, New Jersey 07302-6548

January 6, 2021

Via Email and Edgar

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3720

Washington, D.C. 20549

Attn: Jeffrey Gabor

RE:

SCYNEXIS, Inc.
Registration Statement on Form S-3
File No. 333-251851

Ladies and Gentlemen:

SCYNEXIS, Inc. (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective on January 8, 2021, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable thereafter.

Once the Registration Statement has been declared effective, please orally confirm that event with Matthew Hemington of Cooley LLP, counsel to the Registrant, at (650) 843-5062, or in his absence, Brett White at (650) 843-5191.

Very truly yours,

SCYNEXIS, Inc.

By: /s/ Eric Francois
Name: Eric Francois
Title:   Chief Financial Officer

cc:

Scott Sukenick, General Counsel, SCYNEXIS, Inc.

Matthew B. Hemington, Cooley LLP

Brett D. White, Cooley LLP

United States securities and exchange commission logo
January 6, 2021
Marco Taglietti, M.D.
Chief Executive Officer
SCYNEXIS, Inc.
1 Evertrust Plaza, 13th Floor
Jersey City, NJ 07302-6548
Re:SCYNEXIS, Inc.
Registration Statement on Form S-3
Filed December 31, 2020
File No. 333-251851
Dear Dr. Taglietti:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jeffrey Gabor at 202-551-2544 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Brett White, Esq.

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SCYNEXIS, Inc.

1 Evertrust Plaza, 13th Floor

Jersey City, New Jersey 07302-6548

September 28, 2020

Via Email and Edgar

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3720

Washington, D.C. 20549

Attn: Abby Adams

RE:

SCYNEXIS, Inc.
Registration Statement on Form S-3
File No. 333-248751

Ladies and Gentlemen:

SCYNEXIS, Inc. (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective on October 1, 2020, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable thereafter.

Once the Registration Statement has been declared effective, please orally confirm that event with Matthew Hemington of Cooley LLP, counsel to the Registrant, at (650) 843-5062, or in his absence, Brett White at (650) 843-5191.

Very truly yours,

SCYNEXIS, Inc.

By: /s/ Eric Francois
Name: Eric Francois
Title:   Chief Financial Officer

cc:

Scott Sukenick, General Counsel, SCYNEXIS, Inc.

Matthew B. Hemington, Cooley LLP

Brett D. White, Cooley LLP

United States securities and exchange commission logo
September 16, 2020
Eric Francois
Chief Financial Officer
SCYNEXIS, Inc.
1 Evertrust Plaza, 13th Floor
Jersey City, NJ 07302-6548
Re:SCYNEXIS, Inc.
Registration Statement on Form S-3
Filed September 11, 2020
File No. 333-248751
Dear Mr. Francois:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Abby Adams at (202) 551-6902 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Matthew Hemington, Esq.

United States securities and exchange commission logo
May 7, 2020
Scott Sukenick
General Counsel
SCYNEXIS, Inc.
1 Evertrust Plaza, 13th Floor
Jersey City, New Jersey 07302-6548
Re:SCYNEXIS, Inc.
Registration Statement on Form S-3
Filed May 1, 2020
File No. 333-237952
Dear Mr. Sukenick:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Alan Campbell at (202) 551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Brett White, Esq., Cooley LLP

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SCYNEXIS, Inc.

1 Evertrust Plaza, 13th Floor

Jersey City, New Jersey 07302-6548

May 7, 2020

Via Email and Edgar

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3720

Washington, D.C. 20549

Attn: Alan Campbell

RE:

SCYNEXIS, Inc.
Registration Statement on Form S-3
File No. 333-237952

Ladies and Gentlemen:

SCYNEXIS, Inc. (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective on May 11, 2020, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable thereafter.

Once the Registration Statement has been declared effective, please orally confirm that event with Matthew Hemington of Cooley LLP, counsel to the Registrant, at (650) 843-5062, or in his absence, Brett White at (650) 843-5191.

Very truly yours,

SCYNEXIS, Inc.

By: /s/ Eric Francois
Name: Eric Francois
Title:   Chief Financial Officer

cc:

Scott Sukenick, General Counsel, SCYNEXIS, Inc.

Matthew B. Hemington, Cooley LLP

Brett D. White, Cooley LLP

March 27, 2019
Marco Taglietti
Chief Executive Officer
Scynexis, Inc.
1 Evertrust Plaza, 13th Floor
Jersey City, NJ 07302-6548
Re:Scynexis Inc.
Registration Statement on Form S-3
Filed March 22, 2019
File No. 333-230449
Dear Dr. Taglietti:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tonya K. Aldave at (202) 551-3601 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Brett White, Esq.

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SCYNEXIS, Inc.

1 Evertrust Plaza, 13th Floor

Jersey City, NJ 07302-6548

Via Edgar

March 27, 2019

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC  20549

Attn:  Tania Aldave

Re:

 SCYNEXIS, Inc.
 Registration Statement on Form S-3

Filed March 22, 2019

File No. 333-230449

Ladies and Gentlemen:

The undersigned registrant hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 (the “Filing”) to become effective at 4:00 p.m., Eastern Time, on March 29, 2019, or as soon thereafter as is practicable.

Sincerely,

/s/ Eric Francois

Eric Francois

Chief Financial Officer

cc:

Marco Taglietti, M.D, SCYNEXIS, Inc.

Matthew B. Hemington, Cooley llp

Brett D. White, Cooley llp

September 10, 2018
Marco Taglietti, M.D.
Chief Executive Officer
Scynexis, Inc.
1 Evertrust Plaza, 13th Floor
Jersey City, NJ 07302-6548
Re:Scynexis, Inc.
Registration Statement on Form S-3
Filed August 31, 2018
File No. 333-227167
Dear Dr. Taglietti:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Christine Westbrook at 202-551-5019 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Matthew B. Hemington, Esq.

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SCYNEXIS, Inc.

1 Evertrust Plaza, 13th Floor

Jersey City, NJ 07302-6548

Via Edgar

September 11, 2018

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC  20549

Attn:  Christine Westbrook

Re:

 SCYNEXIS, Inc.
 Registration Statement on Form S-3

Filed August 31, 2018

File No. 333-227167

Ladies and Gentlemen:

The undersigned registrant hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form   S-3 (the “Filing”) to become effective at 4:00 p.m., Eastern Time, on September 14, 2018, or as soon thereafter as is practicable.

Sincerely,

/s/ Eric Francois

Eric Francois

Chief Financial Officer

cc:

Marco Taglietti, M.D, SCYNEXIS, Inc.

Matthew B. Hemington, Cooley llp

Brett D. White, Cooley llp

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Company Acceleration Request

 SCYNEXIS, Inc.

101 Hudson Street, Suite 3610

Jersey City, NJ 07302-6548

 VIA
EDGAR

 November 12, 2015

 U.S. Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, DC 20549

Re:
SCYNEXIS, Inc.

Registration Statement on Form S-3

Filed October 30, 2015

File No. 333-207705

 Ladies and Gentlemen:

The undersigned registrant hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to
cause the above-referenced Registration Statement on Form S-3 (the “Filing”) to become effective at 4:00 p.m., Eastern Time, on November 16, 2015, or as soon thereafter as is practicable.

In connection with this request, the undersigned registrant hereby acknowledges that:

(i)
should the Commission or the staff of the Commission (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;

(ii)
the action of the Commission or its Staff, acting pursuant to delegated authority, in declaring the Filing effective, does not relieve the registrant from its full responsibility for the adequacy and accuracy of the
disclosure in the Filing; and

(iii)
the registrant 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.

 Sincerely,

 /s/ Eric Francois

Eric Francois

 Chief Financial Officer

cc:
Marco Taglietti, M.D, SCYNEXIS, Inc.

 Matthew B. Hemington, Cooley
LLP

 Brett D. White, Cooley LLP

Mail Stop 4720
November 5, 2015

Via E -mail
Marco Taglietti, M.D.
Chief Executive Officer
SCYNEXIS, Inc.
101 Hudson Street, Suite 3610
Jersey City, NJ 07302 -6548

Re: SCYNEXIS, Inc.
Registration Statement on Form S-3
Filed  October 30, 2015
  File No.  333-207705

Dear Dr. Taglietti :

This is to advise you that we have not  reviewed and will not review your registration
statement .

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.

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 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 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 46 1 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation

Marco Taglietti, M.D.
SCYNEXIS, Inc.
November 5 , 2015
Page 2

 of the fact that those requesting acceleration are aware of their respective responsibilities un der
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

You may contact Tara Keating Brooks  at (202) 551 -8336  or me at (202) 551 -3675  with
any questions.

Sincerely,

 /s/ Suzanne Hayes

 Suzanne  Hayes
Assistant Director
Office of Healthcare and Insurance

cc:   Via E -mail
 Matthew B. Hemington
Cooley LLP

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CORRESP

 Matthew B. Hemington

 T: +1
650 843 5062

 hemingtonmb@cooley.com

April 30, 2014

VIA EDGAR and

OVERNIGHT DELIVERY

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Jeffrey P. Riedler

Re:
SCYNEXIS, Inc.

Amendment No. 3 to Registration Statement on Form S-1

File No. 333-194192

 Dear Mr. Riedler:

We are submitting this letter on behalf of SCYNEXIS, Inc. (the “Company”) in response to the comment received from the staff (the
“Staff”) of the Securities and Exchange Commission by letter dated April 30, 2014, (the “Comment Letter”) related to the Company’s Registration Statement on Form S-1 (File
No. 333-194192) (the “Registration Statement”). We have incorporated into this response the text of the Comment Letter for your convenience.

Staff Comment and Company Response

 Management’s
Discussion and Analysis of Financial Condition and Results of Operations

 Critical Accounting Policies and Significant Judgments and Estimates

 Stock Based 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.

 Response: In response to the Staff’s comment, the Company
respectfully advises the Staff that the valuation of the Company’s common stock of $61.20 per share (after taking into account the 1-for-4 reverse stock split and the subsequent 1-for-5.1 reverse stock split), as determined by the
Company’s Board of Directors (the “Board”) on March 21, 2014, was based primarily on the price of $61.20 as the bottom of the range as reflected in the Company’s preliminary prospectus included in Amendment
No. 1 to the Registration Statement filed on March 19, 2014. In addition, as additional support that this price was not less than the fair market value of the Company’s common stock, the Board also had received a valuation report from
an independent valuation specialist which concluded that, as of December 31, 2013, the fair value of the Company’s common stock was $47.74 per share. This valuation was prepared

 3175 HANOVER STREET, PALO
ALTO, CA 94303 T: (650) 843-5000 F: (650) 849-7400 WWW.COOLEY.COM

 April 30, 2014

 Page Two

on a basis consistent with each of the earlier valuation reports prepared by the same valuation specialist and in accordance with the criteria set forth in the Financial Accounting Standards
Board’s Accounting Standards Codification Topic 718. The Board determined that there were significant factors that occurred between December 31, 2013, and March 21, 2014, that increased the estimated fair value of the common stock
from $47.74 to $61.20 per share, including a greater probability of an initial public offering sometime in April 2014.

 Following the filing of Amendment
No. 1 to the Registration Statement on March 19, 2014, the Company and its underwriters engaged in the process of marketing the Company’s common stock. The Company and the underwriters were unable to generate sufficient interest from
investors in purchasing the Company’s common stock within this range and at the size of the offering then anticipated. In discussions with investors it became clear that investors were not willing to purchase in the offering unless the Company
was able to generate net proceeds sufficient to fund its clinical trials in the amount of at least $30 million, as well as fully pay off the Company’s $15 million credit line.

The Company then filed Amendment No. 2 to the Registration Statement, increasing the number of shares to be offered and decreasing the range to $35.70 to
$40.80 (after giving effect to the 1-for-5.1 reverse stock split) to generate sufficient interest in the offering to be able to generate the proceeds it needed to raise to meet the investors’ requirements. Further marketing efforts were not
able to generate sufficient interest to enable the Company to complete the offering within this range and in the amounts required by the investors, and further discussions with investors revealed that the market clearing price to generate the demand
necessary to meet the net proceeds requirements for the offering were at the substantially lower initial public offering price of $10 per share (post- 1-for-5.1 reverse stock split).

Determination of the estimated offering price of an illiquid security involves complex and subjective judgments and represents the Company’s and its
underwriters’ best estimates at the time, but the instability of the market at the time and investor demand were not as the Company and underwriters expected, which resulted in the decrease in the initial public offering price.

There were no material adverse events that occurred between March 21, 2014, and April 30, 2014; the change in price was driven purely by market
forces and investor demand over which the Company and the underwriters had no control, which were compounded by the need to raise the amounts required by the investors as described above.

**********

 3175 HANOVER STREET, PALO
ALTO, CA 94303 T: (650) 843-5000 F: (650) 849-7400 WWW.COOLEY.COM

 April 30, 2014

 Page Three

 Please direct your questions or comments regarding this letter to the undersigned by telephone to
(650) 843-5062.

 Respectfully submitted,

 /s/ Matthew
B. Hemington

 Matthew B. Hemington

cc:

Yves J. Ribeill, Ph.D., SCYNEXIS, Inc.

Eileen C. Pruette, SCYNEXIS, Inc.

 3175 HANOVER STREET, PALO
ALTO, CA 94303 T: (650) 843-5000 F: (650) 849-7400 WWW.COOLEY.COM

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Prepared by R.R. Donnelley Financial -- Company Acceleration Request

 SCYNEXIS

April 30, 2014

 VIA EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:
Jeffrey Riedler

Daniel Greenspan

Amy Reischauer

Re:
SCYNEXIS, Inc.

Registration Statement on Form S-1

File No. 333-194192

 Acceleration Request

Requested Date:

Thursday, May 1, 2014

Requested Time:

4:00 p.m., Eastern Daylight Time

 Ladies and gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the
“Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-194192) (the
“Registration Statement”) to become effective on May 1, 2014, at 4:00 p.m., Eastern Daylight Time, or as soon as practicable thereafter, or at such later time as the Registrant may orally request via telephone call to the
staff of the Commission (the “Staff”). The Registrant hereby authorizes each of Matthew Hemington, Brett White, Carlton Fleming and Eric Batill of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

 Once the Registration Statement has been declared effective, please orally confirm that event with Matthew Hemington of Cooley LLP,
counsel to the Registrant, at (650) 843-5602.

 In connection with this request, the Registrant acknowledges that:

•

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 Registrant from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

 3501C Tricenter Blvd — Durham, N.C. 27713, USA — TEL: 919 544 8600 — FAX: 919 544 8697

 SCYNEXIS

•

the Registrant 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.

Very truly yours,

SCYNEXIS, Inc.

By:

 /s/ Eileen Pruette

Name: Eileen Pruette

Title:   General Counsel

cc:
Matthew Hemington, Cooley LLP

Brett White, Cooley LLP

Carlton Fleming, Cooley LLP

Eric Batill, Cooley LLP

Curtis Mo, DLA Piper LLP (US)

 3501C Tricenter Blvd — Durham, N.C. 27713, USA — TEL: 919 544 8600 — FAX: 919 544 8697

CORRESP
1
filename1.htm

Prepared by R.R. Donnelley Financial -- Underwritters Acceleration Request

 April 30, 2014

VIA EDGAR

 Division of Corporation Finance

 United States Securities and
Exchange Commission

 100 F Street, NE

Washington, D.C. 20549

Re:

SCYNEXIS, Inc.

Registration Statement on Form S-1 (File No. 333-194192)

Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as representatives of the several underwriters (the
“Representatives”), hereby join in the request of SCYNEXIS, Inc. (the “Company”) with respect to the effective time of the above referenced Registration Statement so that it may be declared effective
Thursday May 1, 2014, at 4:00 p.m. Eastern Time, or as soon thereafter as practicable.

 In connection with this acceleration
request and pursuant to Rule 460 under the Securities Act, we hereby advise you that approximately 1,178 copies of the preliminary prospectus, dated March 18, 2014 were distributed to prospective underwriters, institutional investors and
dealers from March 19, 2014 through the date hereof. In addition, we hereby advise you that approximately 330 copies of the preliminary prospectus dated April 30, 2014 will be distributed to prospective underwriters, institutional
investors and dealers on April 30, 2014.

 The undersigned, as Representatives, hereby represent on behalf of the several
underwriters that the underwriters have complied with the requirements of Rule 15c2-8 of the Securities Exchange Act of 1934, as amended, in connection with the above proposed offering.

 Sincerely yours,

RBC CAPITAL MARKETS, LLC

By:

/s/ Jason Levitz

Name:

Jason Levitz

Title:

Managing Director

CANACCORD GENUITY, INC.

By:

/s/ Eugene Rozelman

Name:

 Eugene Rozelman

Title:

Managing Director

 On behalf of each of the underwriters

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

CORRESP
1
filename1.htm

CORRESP

 April 25, 2014

VIA EDGAR

 Division of Corporation Finance

 United States Securities and
Exchange Commission

 100 F Street, NE

Washington, D.C. 20549

Re:

SCYNEXIS, Inc.

Registration Statement on Form S-1 (File No. 333-194192)

Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as representatives of the several underwriters (the
“Representatives”), hereby join in the request of SCYNEXIS, Inc. (the “Company”) with respect to the effective time of the above referenced Registration Statement so that it may be declared effective
Tuesday April 29, 2014, at 4:00 p.m. Eastern Time, or as soon thereafter as practicable.

 In connection with this
acceleration request and pursuant to Rule 460 under the Securities Act, we hereby advise you that approximately 1,178 copies of the preliminary prospectus, dated March 18, 2014 were distributed to prospective underwriters, institutional
investors and dealers from March 19, 2014 through the date hereof. In addition, we hereby advise you that approximately 330 copies of the preliminary prospectus dated April 28, 2014 will be distributed to prospective underwriters,
institutional investors and dealers on April 28, 2014.

 The undersigned, as Representatives, hereby represent on behalf
of the several underwriters that the underwriters have complied with the requirements of Rule 15c2-8 of the Securities Exchange Act of 1934, as amended, in connection with the above proposed offering.

 Sincerely yours,

RBC CAPITAL MARKETS, LLC

By:

/s/ Jason Levitz

Name:

Jason Levitz

Title:

Managing Director

CANACCORD GENUITY, INC.

By:

/s/ Thomas Gabel

Name:

Thomas Gabel

Title:

Managing Director

 On behalf of each of the underwriters

CORRESP
1
filename1.htm

Prepared by R.R. Donnelley Financial -- CORRESP

 SCYNEXIS

April 25, 2014

 VIA EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:
Jeffrey Riedler

Daniel Greenspan

Amy Reischauer

Re:
SCYNEXIS, Inc.

Registration Statement on Form S-1

File No. 333-194192

 Acceleration Request

Requested Date:

Tuesday, April 29, 2014

Requested Time:

4:00 p.m., Eastern Daylight Time

 Ladies and gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the
“Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-194192) (the
“Registration Statement”) to become effective on April 29, 2014, at 4:00 p.m., Eastern Daylight Time, or as soon as practicable thereafter, or at such later time as the Registrant may orally request via telephone call to
the staff of the Commission (the “Staff”). The Registrant hereby authorizes each of Matthew Hemington, Brett White, Carlton Fleming and Eric Batill of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

 Once the Registration Statement has been declared effective, please orally confirm that event with Matthew Hemington of Cooley LLP,
counsel to the Registrant, at (650) 843-5602.

 In connection with this request, the Registrant acknowledges that:

•

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 Registrant from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

 3501C Tricenter Blvd — Durham, N.C. 27713, USA — TEL: 919 544 8600 — FAX: 919 544 8697

 SCYNEXIS

•

the Registrant 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.

Very truly yours,

SCYNEXIS, Inc.

By:

 /s/ Eileen Pruette

Name: Eileen Pruette

Title:   General Counsel

cc:
Matthew Hemington, Cooley LLP

Brett White, Cooley LLP

Carlton Fleming, Cooley LLP

Eric Batill, Cooley LLP

Curtis Mo, DLA Piper LLP (US)

 3501C Tricenter Blvd — Durham, N.C. 27713, USA — TEL: 919 544 8600 — FAX: 919 544 8697

CORRESP
1
filename1.htm

CORRESP

 March 31, 2014

VIA EDGAR

 Division of Corporation Finance

United States Securities and Exchange Commission

 100 F Street,
NE

 Washington, D.C. 20549

Re:
SCYNEXIS, Inc.

 Registration Statement on Form S-1 (File No. 333-194192)

 Ladies and Gentlemen:

 In accordance with
Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as representatives of the several underwriters (the “Representatives”), hereby join in the request of SCYNEXIS, Inc.
(the “Company”) with respect to the effective time of the above referenced Registration Statement so that it may be declared effective Wednesday April 2, 2014, at 4:00 p.m. Eastern Time, or as soon thereafter as
practicable.

 In connection with this acceleration request and pursuant to Rule 460 under the Securities Act, we hereby advise you that
approximately 998 copies of the preliminary prospectus, dated March 18, 2014 were distributed to prospective underwriters, institutional investors and prospective dealers from March 19, 2014 through the date hereof.

The undersigned, as Representatives, hereby represent on behalf of the several underwriters that the underwriters have complied with the
requirements of Rule 15c2-8 of the Securities Exchange Act of 1934, as amended, in connection with the above proposed offering.

Sincerely yours,

RBC CAPITAL MARKETS, LLC

By:

/s/ Jason Levitz

Name:

Jason Levitz

Title:

Managing Director

CANACCORD GENUITY, INC.

By:

 /s/ Eugene Rozelman

Name:

Eugene Rozelman

Title:

Managing Director

On behalf of each of the underwriters

CORRESP
1
filename1.htm

CORRESP

 SCYNEXIS

March 31, 2014

 VIA EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:
Jeffrey Riedler

Daniel Greenspan

Amy Reischauer

Re:
SCYNEXIS, Inc.

Registration Statement on Form S-1

File No. 333-194192

 Acceleration Request

Requested Date:

Wednesday, April 2, 2014

Requested Time:

4:00 p.m., Eastern Daylight Time

 Ladies and gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the
“Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-194192) (the
“Registration Statement”) to become effective on April 2, 2014, at 4:00 p.m., Eastern Daylight Time, or as soon as practicable thereafter, or at such later time as the Registrant may orally request via telephone call to
the staff of the Commission (the “Staff”). The Registrant hereby authorizes each of Matthew Hemington, Brett White, Carlton Fleming and Eric Batill of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

 Once the Registration Statement has been declared effective, please orally confirm that event with Matthew Hemington of Cooley LLP,
counsel to the Registrant, at (650) 843-5602.

 In connection with this request, the Registrant acknowledges that:

•

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 Registrant from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

 3501C Tricenter Blvd — Durham, N.C. 27713, USA — TEL: 919 544 8600 — FAX: 919 544 8697

 SCYNEXIS

•

the Registrant 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.

Very truly yours,

SCYNEXIS, Inc.

By:

 /s/ Eileen Pruette

Name: Eileen Pruette

Title:   General Counsel

cc:
Matthew Hemington, Cooley LLP

Brett White, Cooley LLP

Carlton Fleming, Cooley LLP

Eric Batill, Cooley

Curtis Mo, DLA Piper LLP (US)

 3501C Tricenter Blvd — Durham, N.C. 27713, USA — TEL: 919 544 8600 — FAX: 919 544 8697

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

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

January 17, 2014

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

Re: SCYNEXIS , Inc .
Confide ntial Draft Registration Statement on Form S -1
Submitted December 20 , 2013
  CIK No. 0001178253

Dear  Ms. Pruette :

We have reviewed your confidential 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 confidential draft registration statement or publicly filing your registratio n 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 response to these  comments  and your
amended confidential draft registration statement or filed registration statement,  we may have
additional comments.

General

1. Please submit  all exhibits as soon as practicable. We may have further comments  upon
examination of these exhibits .

2. Please supplemen tally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether o r not they retain copies of the communications. Similarly, please
supplementally provide us with any research reports about you that are published or
distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by
Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is
participating or will participate in your offering.

Eileen C. P ruette
SCYNEXIS , Inc.
January  17, 2014
Page 2

 3. We note that you submitted a confidential treatment request on December 23 , 2013 .  We
will provide any comments on your confidential tr eatment request and the related
disclosure in a separate comment letter .

Prospectus Sum mary, page 1

4. Please revise your disclosure to explain what you mean by “clinically relevant”  the first
time you use this term.

Risk Factors
“We have never been profitable , we have no products approve d…” page 9

5. Please expand this risk factor or include a  standalone risk factor to discuss the going
concern uncertainty reflected in the audit opinion issued by Deloitte.

Management’s Discussion and Analysis of Financial Condition and Results of Operations
Components of Operating Results
Research and Development Expense, page 51

6. Please expand your disclosures to include the total costs incurred during each period
presented and to date for each key research and development project.

Critical Accounting Policies and Significant Judgments and Estimates
Stock -Based Compensation, page 61
7. Please revise your disclosure to include all recent equity issuances, including war rants,
common stock, and preferred stock through the date of effectiveness and provide an
analysis of the valuation method and assumptions used to determine the fair value of the
equity issuances.  We may have additional comments on your accounting for sto ck
compensation and related disclosure once you have disclosed an estimated offering price.
Please provide quantitative and qualitative disclosures explaining the difference between
the estimated offering price and the fair value of each equity issuance.
8. Please revise your disclosure to separately present the intrinsic value of outstanding
vested and unvested options as of the most recent practicable date based on the estimated
offering price.

Business
Our Pro duct Candi date: SCY -078
Clinical Experience w ith SCY -078, page 75

9. Please provide more detail about each of  the Phase 1 studies of S CY-078 that hav e been
completed.  For example , please expand  your disclosure  to concisely  describe the patient
populations, dosages, clinical  endpoints and the results observed that formed the basis for

Eileen C. P ruette
SCYNEXIS , Inc.
January  17, 2014
Page 3

 your conclusions about the drug ’s safety profile , oral bioavailability , pharmokinetics, etc.
To the extent the results  varied  significantly among the trials, please provide elaboration.

Acquisition of SCY -078 from Merck, page 78

10. Please expand your description of your Merck agreement in the Business section to
disclose:

 the aggregate amount of potential milestones payments , as disclosed on pages F -33
and F -45; and
 the duration and termination provisions of the agreement.

Colla boration and License Agreements , page 81

11. Please expand your disclosure to describe the material terms of  the following
agreements:

 your 2005 license agreement with Aventis ; and
 your 2005 patent assignment agreement with C -CHEM.

Your disclosur e should  include, as applicable:

 the nature and scope of intellectual property transferred;
 each party’s material rights and obligations;
 the duration of the agreement and the royalty term;
 a description of each party’s right to terminate the agreement;
 aggregate potential milestone paym ents to be received;
 the range of royalties that may be payable (e.g. low single -digit or a range not to
exceed ten percent); and
 any other material payment provisions

R-Pharm, page 81

12. Please  expand your description of your R -Pharm agreement to disclose:

 the amount of the upfront payment;
 the aggregate amount of potential milestones payments ; and
 the amount of royalties expressed as a range within ten percent, e.g.,  teens, twenties,
etc.

Dechra, page 82

13. Please expand your description of your Dechra agreement to disclose:

Eileen C. P ruette
SCYNEXIS , Inc.
January  17, 2014
Page 4

  the amount of the upfront payment;
 the aggregate amount of potential milestones payments;
 the amount of royalties expressed as a range within ten percent, e.g., tee ns, twenties,
etc.; and
 the expiration of the royalty obligation.

Intellectual Property, page 91

14. You state that you are the “owner of record (alone or jointly) ” of 15 patents.  In addition
to the Merck patent, you state on page 92 that you have “exclusiv e ownership or
exclusive rights  to twelve of these U.S. patents .” (Emphasis added.)   Please revise your
description to clarify whether you own or license the patents to which you have exclusive
rights rather than ownership  and the remaining two patents whe re you do not have
exclusive ownership or rights.  In addition, please identify the entity or entities  from
whom you license any material patent  or share  ownership and, if not already provided ,
describe the material terms of any such arrangement .

Executive Compensation, page 10 5

15. Please update your disclosure to include the information required by Item 402 of
Regulation S -K for fiscal yea r 2013.

Notes to Unaudited Condensed Financial Statements
2.  Sum mary of Significant Accounting Policies
Revenue Recognition and Deferred Revenue, page F -40
16. Please revise your disclosure to discuss how you evaluated your multiple element
arrangements per ASC 605 -25-25 in order to determine that all of your l icense reven ue in
the form of upfront payments is deferred and recognized over the applicable relationship
period.
17. Regarding your development, license and supply agreement with R -Pharm, please
disclose the amount of the upfront payment  received and how you accounted f or the
agreement .  In addition disclose each substantive milestone and the related contingent
consideration.  Refer to ASC 605 -28-50-2b.

4.  Commitments and Contingencies
License Arrangement with Potential Future Expenditures , page F -45
18. We note your disclosure that you entered into a licensing agreement for all health rights
for SCY -078 including all related technical documents, preclinical data, data from the
seven Phase 1 clinical trials conducted by Merck, and drug product in substance  in which
Merck is eligible to receive milestone payments that could total $19 million.  Please

Eileen C. P ruette
SCYNEXIS , Inc.
January  17, 2014
Page 5

 provide us your analysis regarding how you determined the transaction did not consist of
inputs and processes to qualify as a business.  Refer to ASC 805 -10-55-4 to 9.

Item 16.    Exhibits and financial statement schedules.
(a)   Exhibits, page II -5

19. Please file a copy of each of the following agreements (or a form thereof) as an exhib it to
your regi stration statement:

 the March 2013 Sanofi board observation rights agreement ; and
 a form of the lock-up agreement.

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 guidance we provide
in the Division’s October 11, 2012 announcement on the SEC website at
http://www.sec.gov/divisions/corpfin/cfannouncements/drsfilingprocedures 101512.htm .

Please keep in mind that we may publicly post filing review correspondence in
accordance with our December 1, 2011 policy
(http://www.sec.gov/divisions/corpfin/cfannouncements/edgarcorrespondence.htm ).  If you
intend to use Rule 83 (17 CFR 200 .83) to request confidential treatment of information in the
correspondence you submit on EDGAR, please properly mark that information in each of your
confidential submissions to us so we do not repeat or refer to that information in our comment
letters to  you.

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 , Bryan Pitko at (202) 55 1-3203, 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