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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 17, 2025
Unicycive Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
|
Delaware |
|
001-40582 |
|
81-3638692 |
| (State or other jurisdiction |
|
(Commission File Number) |
|
IRS Employer |
| of incorporation or organization) |
|
|
|
Identification No.) |
4300 El Camino Real, Suite 210
Los Alto, CA 94022
(Address of principal executive offices)
Registrant’s telephone number, including
area code: (650) 351-4495
(Former name or former address, if changed since
last report)
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class: |
|
Trading Symbol(s) |
|
Name of each exchange on which registered: |
| Common Stock |
|
UNCY |
|
Nasdaq Capital Market |
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communication pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging
growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 3.03. Material
Modification to Rights of Security Holders.
To
the extent required by Item 3.03 of Form 8-K, the information in Item 5.03 of this report is incorporated herein by reference.
Item 5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As
previously reported in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June
9, 2025, Unicycive Therapeutics, Inc. (the “Company”) held its annual meeting
of stockholders on June 9, 2025 at which the Company’s stockholders approved the proposal to give the Company’s board of directors
(the “Board”) the authority, at its discretion, to file a certificate of amendment to the Company’s amended and restated
certificate of incorporation, as amended (such amendment, the “Charter Amendment”), to effect a reverse split of the Company’s
issued common stock, par value $0.001per share (the “Common Stock”), at a ratio not less than 1-for-2 and not greater than
1-for-20, without reducing the authorized number of shares of Common Stock, with the exact ratio to be selected by the Board in its discretion
and to be effected, if at all, in the sole discretion of the Board at any time following stockholder approval of the Charter Amendment
to and before June 9, 2026 without further approval or authorization of the Company’s stockholders. The Board determined to effect
a reverse split of the Common Stock (the “Reverse Stock Split”) at a ratio of 1-for 10 (the “Reverse Stock Split
Ratio”).
On June 18, 2025, the
Company filed the Charter Amendment with the Secretary of State of the State of Delaware to effectuate the Reverse Stock Split. The Reverse
Stock Split became effective at 4:01 p.m. Eastern Time on June 18, 2025, and the Common Stock
began trading on a split-adjusted basis at the opening of trading on the Nasdaq Capital Market on June 20, 2025. The Common Stock
will continue to trade under its existing symbol “UNCY,” but the Common Stock has been assigned a new CUSIP number (be 90466Y
202).
When
the Reverse Stock Split became effective, every 10 shares of Common Stock were automatically be
reclassified and combined into one share of Common Stock. No fractional shares were issued as a result of the Reverse Stock Split.
Stockholders who would otherwise be entitled to receive a fractional share will instead automatically have their fractional interests
rounded up to the next whole share, after aggregating all the fractional interests of a holder resulting from the Reverse Stock Split.
The Reverse Stock Split will affect all stockholders uniformly and will not change any stockholder’s percentage ownership interest
or any stockholder’s proportionate voting power, except for immaterial changes that may result from the treatment of fractional
shares. The Reverse Stock Split will not change the number of authorized shares of Common Stock or the par value per share of the Common
Stock.
The Reverse Stock Split
reduced the number of issued and outstanding shares of Common Stock from approximately 126,409,281 shares to approximately 12,768,239
shares.
As
a result of the reverse stock split, proportionate adjustments will be made to the per share exercise prices of, and the number of shares
underlying, the Company’s outstanding stock options, as well as to the number of shares available for future awards granted under
the Company’s stock incentive plans. In addition, proportionate adjustments will be made to the per share exercise prices of, and
the number of shares underlying, outstanding warrants to purchase shares of the Company’s common stock. Further, a proportionate
adjustment will also be made to the per share conversion price of the Company’s series A-2 prime preferred stock, pursuant to its
terms.
The
foregoing description of the Charter Amendment does not purport to be complete
and is qualified in its entirety by reference to the full text thereof which is filed as an exhibit to this report and is
incorporated herein by reference.
Item 8.01 Other Events.
The information in Item
5.03 of report is incorporated herein by reference.
On June 17, 2025, the
Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached hereto as Exhibit 99.1, and
is incorporated herein by reference.
The Company has registration
statements on Form S-3 (File Nos. 333-283210, 333-280703 and 333-273221 and registration statements on Form S-8 (File Nos. 333,286305,
333-275965 and 333-259476 on file with the SEC (collectively, the “Registration Statements”). SEC regulations permit
the Company to incorporate by reference future filings made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the termination of the offerings covered by registration statements filed on Form S-3 and/or
Form S-8. The information incorporated by reference is considered part of the prospectus included within each of those registration statements.
Information in this Item 8.01 is intended to be automatically incorporated by reference into each of the active Registration Statements,
thereby amending them. Pursuant to Rule 416(b) under the Securities Act of 1933, as amended, the amount of undistributed shares of Common
Stock deemed covered by the Registration Statements are proportionately reduced as of the effective time of the Reverse Stock Split at
the Reverse Stock Split Ratio.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit No. |
|
Description |
| 3.1 |
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended, dated June 18, 2025 |
| 99.1 |
|
Press release issued on June 17, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
Dated:
June 20, 2025
|
|
UNICYCIVE THERAPEUTICS, INC. |
| |
|
| |
By: |
/s/ Shalabh Gupta |
| |
|
Shalabh Gupta |
| |
|
Chief Executive Officer |
