Unicycive Therapeutics Files 8-K with Material Agreements

TL;DR

Unicycive Therapeutics filed an 8-K detailing material agreements and equity sales.

AI Summary

On March 13, 2024, Unicycive Therapeutics, Inc. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and amendments to its articles of incorporation or bylaws. The filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions and potential financial transactions for Unicycive Therapeutics, which could impact its stock price and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and regulatory risks.

Key Players & Entities

• Unicycive Therapeutics, Inc. (company) — Registrant
• March 13, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $1,000 — d (ii) revised the exercise price to be $1,000 per share of Series A-3 Preferred Stock
• $0 — k by the applicable conversion price of $0.49, $0.54, $0.59 and $0.74 of each such
• $0.59 — cable conversion price of $0.49, $0.54, $0.59 and $0.74 of each such share of Series
• $0.74 — ersion price of $0.49, $0.54, $0.59 and $0.74 of each such share of Series A-2 Prime

Filing Documents

• ea0201786-8k_unicyc.htm (8-K) — 52KB
• ea020178601ex3-1_unicyc.htm (EX-3.1) — 12KB
• ea020178601ex3-2_unicyc.htm (EX-3.2) — 11KB
• ea020178601ex3-3_unicyc.htm (EX-3.3) — 9KB
• ea020178601ex3-4_unicyc.htm (EX-3.4) — 9KB
• ea020178601ex3-5_unicyc.htm (EX-3.5) — 9KB
• ea020178601ex3-6_unicyc.htm (EX-3.6) — 86KB
• ea020178601ex4-1_unicyc.htm (EX-4.1) — 60KB
• ea020178601ex4-2_unicyc.htm (EX-4.2) — 59KB
• ea020178601ex4-3_unicyc.htm (EX-4.3) — 60KB
• ea020178601ex10-1_unicyc.htm (EX-10.1) — 53KB
• 0001213900-24-022600.txt ( ) — 685KB
• uncy-20240313.xsd (EX-101.SCH) — 3KB
• uncy-20240313_lab.xml (EX-101.LAB) — 33KB
• uncy-20240313_pre.xml (EX-101.PRE) — 22KB
• ea0201786-8k_unicyc_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On March 13, 2024, Unicycive Therapeutics , Inc. (the " Company ") entered into an exchange agreement (the " Exchange Agreement ") with certain accredited investors (the " Investors "), pursuant to which the Investors surrendered an aggregate of 43,649,000 shares of Series A-2 Preferred Stock held by them in exchange for an aggregate of 21,388.01 shares of new preferred stock to be known as "Series A-2 Prime Preferred" (the " Exchanged Preferred ") having rights set forth the Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Voting Preferred Stock (the " Amended Certificate of Designation "). Concurrent with execution of the Exchange Agreement, but prior to filing of the Amended Certificate of Designation with the Delaware Secretary of Preferred Stock, Series A-4 Preferred Stock and Series A-5 Preferred Stock (collectively, the " Certificates of Elimination ") with the Delaware Secretary of State. Concurrent with the execution of the Exchange Agreement, the Company and each Investor have amended and restated the following warrants: (i) tranche A warrants to acquire an aggregate of 47,852,430 shares of Series A-3 Convertible Preferred Stock of the Company that were issued on July 11 2023 (the " Original Tranche A Warrants ") have been amended and restated to acquire an aggregate of 25,840.3122 shares of Series A-3 Convertible Preferred Stock (as amended, the " Amended Tranche A Warrants "); (ii) tranche B warrants to acquire an aggregate of 43,502,206 shares of Series A-4 Convertible Preferred Stock of the Company that were issued on July 11, 2023 (the " Original Tranche B Warrants ") have been amended and restated to acquire an aggregate of 25,666.30154 shares of Series A-4 Convertible Preferred Stock (as ame

02 Unregistered Sales of

Item 3.02 Unregistered Sales of Equity Securities. The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. The Exchanged Preferred and the Amended Warrants are being issued pursuant to the exemption from registration provided by Section 4(a)(2) and Rule 3(a)(9) of the Securities Act of 1933, as amended (the " Securities Act "). The securities underlying the Exchanged Preferred and the Amended Warrants (including the Common Stock issuable upon conversion of the Series A-2 Prime Convertible Preferred Stock, Series A-3 Convertible Preferred Stock, the Series A-4 Convertible Preferred Stock and the Series A-5 Convertible Preferred Stock) were sold and, where applicable, upon exercise, will be issued without registration under the Securities Act, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws.

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Certificates of Elimination On March 13, 2024, the Company filed with the Delaware Secretary of State a Certificate of Elimination for each of the Series A-1 Convertible Preferred Stock, Series A-2 Convertible Preferred Stock, Series A-3 Convertible Preferred Stock, Series A-4 Convertible Preferred Stock and Series A-5 Convertible Preferred Stock. Each Certificate of Elimination was filed with an effective date of 12:01 a.m. ET on March 14, 2024. The foregoing summary of the terms of the Certificate of Elimination for each of the Series A-1 Convertible Preferred Stock, Series A-2 Convertible Preferred Stock, Series A-3 Convertible Preferred Stock, Series A-4 Convertible Preferred Stock and Series A-5 Convertible Preferred Stock is qualified in its entirety by reference to the text of each such Certificate of Elimination, which is filed hereto as Exhibits 3.1, 3.2, 3.3, 3.4 and 3.5 and are incorporated herein by reference. Series A Preferred Stock The information contained above in Item 1.01 is hereby incorporated by reference into this Item 5.03 . Pursuant to the terms of the Exchange Agreement, effective March 13, 2024, the Company filed the Amended Certificate of Designation with the Delaware Secretary of State designating, 21,400 shares as Series A-2 Prime Preferred Stock, 25,900 shares as Series A-3 Convertible Preferred Stock, 25,700 shares as Series A-4 Convertible Preferred Stock, and 51,600 shares as Series A-5 Convertible Preferred Stock (all such series of preferred stock referred to herein collectively as " Series A Preferred Stock "), each with a stated value of $1,000 per share (the " Original Per Share Price "). The Amended Certificate of Designation sets forth the rights, preferences and limitations of the shares of Series A Preferred Stock. Terms not otherwise defined in this item shall have the meanings given in the Amended Certificate of Designation. Th

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Certificate of Elimination of Series A-1 Convertible Preferred Stock 3.2 Certificate of Elimination of Series A-2 Convertible Preferred Stock 3.3 Certificate of Elimination of Series A-3 Convertible Preferred Stock 3.4 Certificate of Elimination of Series A-4 Convertible Preferred Stock 3.5 Certificate of Elimination of Series A-5 Convertible Preferred Stock 3.6 Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Voting Preferred Stock 4.1 Form of Amended and Restated Tranche A Warrant 4.2 Form of Amended and Restated Tranche B Warrant 4.3 Form of Amended and Restated Tranche C Warrant 10.1 Form of Exchange Agreement, dated March 13, 2024, by and between Unicycive Therapeutics, Inc. and the purchasers named therein 104 Cover Page Interactive Data File 4

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: March 14, 2024 UNICYCIVE THERAPEUTICS, INC. /s/ Shalabh Gupta Shalabh Gupta Chief Executive Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR