Unicycive Therapeutics, Inc. has a new large shareholder disclosure. RA Capital Management, its RA Capital Healthcare Fund and principals Peter Kolchinsky and Rajeev Shah report beneficial ownership of 2,385,279 shares of Unicycive common stock, representing 9.99% of the class as of December 31, 2025.
The position comes through Tranche A, B and C warrants exercisable into preferred stock series that are convertible into common shares, all subject to a 9.99% beneficial ownership blocker. The filers certify the holdings are not for the purpose of changing or influencing control of Unicycive.
Positive
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)
Unicycive Therapeutics, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
90466Y202
(CUSIP Number)
12/31/2025
(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)
SCHEDULE 13G
CUSIP No.
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
2,385,279.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,385,279.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,385,279.00
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 No.
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
2,385,279.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,385,279.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,385,279.00
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 No.
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
2,385,279.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,385,279.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,385,279.00
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 No.
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
2,385,279.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,385,279.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,385,279.00
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.
(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 sets forth the aggregate number of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 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 2,385,279 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 December 31, 2025. Such percentage is based upon the sum of (i) 21,491,396 shares of the Issuer's Common Stock outstanding as of November 12, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on November 12, 2025, and (ii) 2,385,279 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 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 December 31, 2025 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 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 December 31, 2025 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 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 December 31, 2025 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 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 December 31, 2025 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:
02/17/2026
Peter Kolchinsky
Signature:
/s/ Peter Kolchinsky
Name/Title:
Peter Kolchinsky
Date:
02/17/2026
Rajeev Shah
Signature:
/s/ Rajeev Shah
Name/Title:
Rajeev Shah
Date:
02/17/2026
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:
02/17/2026
Exhibit Information
Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to Schedule 13G/A filed on May 15, 2025)
What does the Unicycive (UNCY) Schedule 13G/A filed by RA Capital disclose?
The Schedule 13G/A shows RA Capital entities and principals reporting beneficial ownership of 2,385,279 Unicycive common shares, equal to 9.99% of the class. The filing states the holdings are not intended to change or influence control of the company.
How many Unicycive (UNCY) shares does RA Capital beneficially own?
RA Capital and related reporting persons disclose beneficial ownership of 2,385,279 shares of Unicycive common stock. This stake is calculated as 9.99% of the class, based on 21,491,396 shares outstanding plus shares issuable upon conversion of preferred stock linked to their warrants.
What is the 9.99% beneficial ownership blocker in the Unicycive (UNCY) filing?
The beneficial ownership blocker limits conversion of RA Capital’s preferred stock so their ownership cannot exceed 9.99% of Unicycive’s outstanding common shares. As a result, they are currently restricted from converting preferred shares above 2,385,279 common shares to stay within that ownership cap.
How is RA Capital’s Unicycive (UNCY) position structured?
The position is held through RA Capital Healthcare Fund’s Tranche A, B and C warrants. These provide rights to acquire Series A-3, A-4 and A-5 convertible preferred stock, which together are convertible into common shares, subject to the 9.99% beneficial ownership blocker described in the filing.
How did RA Capital calculate its 9.99% ownership in Unicycive (UNCY)?
The 9.99% figure is based on 21,491,396 Unicycive common shares outstanding as of November 12, 2025, plus 2,385,279 common shares issuable upon conversion of the preferred stock. Due to EDGAR field limits, the percentage is rounded down to 9.9% on the cover pages.
Does RA Capital seek control of Unicycive (UNCY) according to this Schedule 13G/A?
The filers certify the securities were not acquired and are not held for the purpose of changing or influencing control of Unicycive. They also state the holdings are not in connection with any transaction aimed at such control, other than activities tied to a specific nomination rule.
