Unicycive Therapeutics, Inc. reports that RA Capital Management, L.P., RA Capital Healthcare Fund, L.P., Peter Kolchinsky and Rajeev Shah beneficially own 2,801,082 shares of Common Stock as of March 31, 2026, representing 9.99% under a disclosed ownership blocker. The filing states the Fund holds Tranche A, B and C warrants convertible into 1,097,325, 997,568 and 1,596,109 common shares respectively, but conversion is limited by a Beneficial Ownership Blocker that prevents ownership above 9.99%. Shares outstanding used for the percentage calculation were 25,237,782 shares as of March 30, 2026.
Positive
None.
Negative
None.
Insights
Disclosure confirms capped conversion rights and 9.99% beneficial ownership by RA Capital-related parties.
The amendment restates that the Fund holds Tranche A, B and C warrants convertible into 1,097,325, 997,568 and 1,596,109 common shares and that conversion is limited by a Beneficial Ownership Blocker that caps combined beneficial ownership at 9.99%.
Because the filing ties the 9.99% figure to March 30, 2026 outstanding shares and to 2,801,082 issuable shares, future conversions will be constrained by the blocker; further filings would show any changes to delegated voting/dispositive powers.
Filing clarifies voting/dispositive delegations and percentage rounding in EDGAR fields.
The report notes RA Capital advises the Fund and that the Fund delegated sole voting and dispositive power subject to a 61‑day notice arrangement; Row 11 percentages were rounded down to 9.9% due to EDGAR field limits.
Stakeholders may watch subsequent amendments for any change in delegation, conversion activity, or adjustments to the blocker threshold.
Key Figures
Beneficially owned shares:2,801,082 sharesBeneficial ownership cap:9.99%Shares outstanding used:25,237,782 shares+4 more
7 metrics
Beneficially owned shares2,801,082 sharesas of March 31, 2026
"which precludes the conversion of the Preferred Stock to the extent that, following conversion, the Reporting Persons ... would own more than 9.99%"
A beneficial ownership blocker is a legal or structural device that prevents a shareholder from being treated as the ultimate owner of enough shares to trigger control, reporting, or voting thresholds. Think of it like a speed bump that stops an investor from reaching a stake size that would force corporate disclosure or change control rights. Investors care because it affects who controls the company, how shares vote, regulatory filings, takeover risk and therefore potential value or liquidity of their holdings.
Tranche A/B/C Warrantsfinancial
"Tranche A Warrants, through which it has the right to acquire shares of Series A-3 Convertible Preferred Stock"
Shared Dispositive Powerregulatory
"Shared Dispositive Power 2,801,082.00"
Section 13(d)regulatory
"RA Capital may be deemed a beneficial owner, for purposes of Section 13(d) of the Act"
What stake does RA Capital report in Unicycive Therapeutics (UNCY)?
RA Capital-related reporting persons beneficially own 2,801,082 shares as of March 31, 2026. The filing ties that figure to a 9.99% beneficial ownership cap calculated using 25,237,782 shares outstanding as of March 30, 2026.
What are the Tranche A, B and C warrant conversion amounts in the filing?
The Fund holds warrants convertible into 1,097,325, 997,568 and 1,596,109 shares for Tranche A, B and C respectively. These convertible amounts are stated in the amendment and are subject to the disclosed ownership blocker.
How does the Beneficial Ownership Blocker affect conversions?
The Beneficial Ownership Blocker prevents conversion that would result in ownership above 9.99%. The filing says conversion is precluded to the extent it would cause the reporting persons to exceed 2,801,082 shares beneficially owned as measured on the stated dates.
Who holds voting and dispositive power over the reported securities?
RA Capital serves as investment adviser and has sole voting and dispositive power over the Fund's securities per the filing, with the Fund having delegated those powers and disclaiming beneficial ownership for Section 13(d) purposes under the stated delegation terms.
Why does the filing show 9.9% on cover pages instead of 9.99%?
The filing explains Row 11 percentages were rounded down to 9.9% due to EDGAR field limitations; the narrative clarifies the intended cap is 9.99% using the stated outstanding share base of 25,237,782 shares.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)
Unicycive Therapeutics, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
90466Y202
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
90466Y202
1
Names of Reporting Persons
RA Capital Management, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,801,082.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,801,082.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,801,082.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
90466Y202
1
Names of Reporting Persons
Peter Kolchinsky
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,801,082.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,801,082.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,801,082.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
90466Y202
1
Names of Reporting Persons
Rajeev Shah
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,801,082.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,801,082.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,801,082.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
90466Y202
1
Names of Reporting Persons
RA Capital Healthcare Fund, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,801,082.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,801,082.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,801,082.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Unicycive Therapeutics, Inc.
(b)
Address of issuer's principal executive offices:
4300 El Camino Real, Suite 210, Los Alto, CA, 94022.
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
RA Capital Management, L.P. ("RA Capital")
Peter Kolchinsky
Rajeev Shah
RA Capital Healthcare Fund, L.P. (the "Fund")
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G/A.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is:
c/o RA Capital Management, L.P., 200 Berkeley Street, 18th Floor, Boston MA 02116
(c)
Citizenship:
RA Capital and the Fund are Delaware limited partnerships.
Dr. Kolchinsky and Mr. Shah are United States citizens.
(d)
Title of class of securities:
Common Stock, $0.001 par value per share
(e)
CUSIP No.:
90466Y202
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Row 9 of each Reporting Person's cover page to this Schedule 13G/A sets forth the aggregate number of securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2026 and is incorporated by reference.
The Fund directly holds (i) Tranche A Warrants, through which it has the right to acquire shares of Series A-3 Convertible Preferred Stock ("A-3 Preferred Stock"), which are convertible into 1,097,325 shares of Common Stock, (ii) Tranche B Warrants, through which it has the right to acquire shares of Series A-4 Convertible Preferred Stock ("A-4 Preferred Stock"), which are convertible into 997,568 shares of Common Stock, and (iii) Tranche C Warrants, through which it has the right to acquire shares of Series A-5 Convertible Preferred Stock ("A-5 Preferred Stock"), which are convertible into 1,596,109 shares of Common Stock, all of which are subject to a Beneficial Ownership Blocker (as defined below).
The A-3, A-4, and A-5 Preferred Stock (collectively, the "Preferred Stock") are subject to a beneficial ownership blocker ("Beneficial Ownership Blocker"), which precludes the conversion of the Preferred Stock to the extent that, following conversion, the Reporting Persons, together with their affiliates and other attribution parties, would own more than 9.99% of the Common Stock outstanding. The Reporting Persons are currently prohibited from converting the Preferred Stock to the extent that such conversion would result in beneficial ownership of more than 2,801,082 shares of Common Stock.
RA Capital Healthcare Fund GP, LLC is the general partner of the Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer held by the Fund. The Fund has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund's portfolio, including the shares of the Issuer's Common Stock reported herein. Because the Fund has divested voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days' notice, the Fund disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the securities reported in this Schedule 13G/A other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of this Schedule 13G/A shall not be deemed an admission that either RA Capital, Dr. Kolchinsky, or Mr. Shah is the beneficial owner of such securities for any other purpose.
(b)
Percent of class:
Due to the Beneficial Ownership Blocker of the Preferred Stock, each Reporting Person's beneficial ownership percentage was 9.99% as of March 31, 2026. The percentage set forth in each Row 11 is based upon the sum of (i) 25,237,782 shares of the Issuer's Common Stock outstanding as of March 30, 2026, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 30, 2026, and (ii) 2,801,082 shares of Common Stock issuable upon conversion of the Preferred Stock. Due to field limitations of the EDGAR filing system, the percentages listed in Row 11 of the Reporting Persons' cover pages have been rounded down to 9.9%.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2026 and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2026 and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2026 and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2026 and is incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
RA Capital Management, L.P.
Signature:
/s/ Peter Kolchinsky
Name/Title:
By Peter Kolchinsky, Authorized Signatory
Date:
05/15/2026
Peter Kolchinsky
Signature:
/s/ Peter Kolchinsky
Name/Title:
Peter Kolchinsky
Date:
05/15/2026
Rajeev Shah
Signature:
/s/ Rajeev Shah
Name/Title:
Rajeev Shah
Date:
05/15/2026
RA Capital Healthcare Fund, L.P.
Signature:
/s/ Peter Kolchinsky
Name/Title:
By RA Capital Healthcare Fund GP, LLC, its General Partner, By Peter Kolchinsky, Manager
Date:
05/15/2026
Exhibit Information
Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to Schedule 13G/A filed on May 15, 2025)
