Allison Pang
+1 650 843 5315
apang@cooley.com
June 26, 2026
SCYNEXIS, Inc.
1 Evertrust Plaza, 13th Floor,
Jersey City, NJ 07302-6548
Ladies and Gentlemen:
We have acted as counsel to SCYNEXIS, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-3 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), covering the resale by the selling stockholders identified therein (the “Selling Stockholders”) of up to 10,875,000 shares (representing 87,000,000 shares prior to the Company’s 1-for-8 reverse stock split effective May 29, 2026 (the “Reverse Stock Split”), of the Company’s common stock, par value $0.001 per share (“Common Stock”), consisting of (i) 4,343,750 shares (the “Shares”) of Common Stock that are currently outstanding (representing 34,750,000 shares of Common Stock prior to the Reverse Stock Split), (ii) up to 1,093,750 shares of Common Stock issuable upon the exercise of outstanding pre-funded warrants (the “Pre-Funded Warrants”) (representing 8,750,000 shares of Common Stock prior to the Reverse Stock Split), and (iii) up to 5,437,500 shares of Common Stock issuable upon the exercise of other outstanding warrants (together with the Pre-Funded Warrants, the “Warrants”) (representing 43,500,000 shares of Common Stock prior to the Reverse Stock Split). The shares of Common Stock issuable upon exercise of the Warrants are referred to herein as the “Warrant Shares”. The Shares and the Warrants were issued pursuant to a Securities Purchase Agreement, dated March 30, 2026, by and among the Company and the Selling Stockholders (the “Agreement”).
In connection with this opinion, we have examined and relied upon the Registration Statement and related prospectus, the Company’s Amended and Restated Certificate of Incorporation and Bylaws, each as currently in effect, the Agreement, and such other documents, records, certificates, memoranda and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials, and the due authorization, execution and delivery of all documents by all persons other than the Company. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject

