Octagon and Ting Jia Disclose 7.8% Stake in Unicycive (UNCY)

Rhea-AI Filing Summary

Octagon Capital Advisors LP and related funds and principal Ting Jia report beneficial ownership of 1,000,000 shares of Unicycive Therapeutics, Inc. (UNCY), representing 7.8% of the outstanding common stock based on 12,768,239 shares outstanding as reported by the issuer. Octagon is the investment manager of the funds and Mr. Jia is the managing member of Octagon, and by virtue of those relationships Octagon and Mr. Jia may be deemed to beneficially own the shares held by the funds.

The filing discloses that the reported holdings are held with shared voting and dispositive power rather than sole power. The ownership is allocated as 650,000 shares (5.1%) held by Octagon Investments Master Fund LP and 350,000 shares (2.7%) held by Octagon Private Opportunities Fund II LP. The filing includes a certification that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

Positive

• Material disclosure: A combined stake of 1,000,000 shares equals 7.8% of UNCY, exceeding the 5% reporting threshold.
• Clear allocation: Holdings are broken down by fund: 650,000 shares (5.1%) for the Master Fund and 350,000 shares (2.7%) for Private Fund II, improving transparency.

Negative

• No sole control: All reported voting and dispositive powers are shared (sole power reported as 0), indicating no direct control by the reporting persons.
• Held on behalf of investors: The funds hold the shares for their investors, meaning the economic interest is indirect rather than personal.

Insights

Financial Analyst

TL;DR Octagon and affiliates hold 7.8% of UNCY through funds, a material stake that signals investor interest but not control.

The Schedule 13G/A shows a combined beneficial ownership of 1,000,000 shares, equal to 7.8% of the outstanding common stock based on 12,768,239 shares. The reporting structure is fund-centric: 650,000 shares are held by the Master Fund and 350,000 by Private Fund II, with Octagon acting as investment manager and Mr. Jia as managing member. All voting and dispositive powers disclosed are shared rather than sole, which means the position is meaningful but does not convey direct control. The filing also affirms acquisition in the ordinary course of business.

Corporate Governance Expert

TL;DR A >5% aggregated holding is reportable and material; governance impact appears limited because power is shared and not sole.

The document identifies joint filing by Octagon entities and Ting Jia and discloses shared voting and dispositive power for the reported positions. Because the reporting persons disclaim sole voting power, the stake is significant under disclosure rules but does not indicate an expressed intent to change board composition or control. The certification attesting ordinary-course acquisition further supports a passive, disclosure-driven filing rather than an activist posture.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Unicycive Therapeutics, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

90466Y202

(CUSIP Number)

06/30/2025

(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

Octagon Capital Advisors LP

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 1,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,000,000.00

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)

7.8 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP No. 90466Y202

1

Names of Reporting Persons

Octagon Investments Master Fund LP

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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 650,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 650,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

650,000.00

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)

5.1 %

12

Type of Reporting Person (See Instructions)

PN, OO

SCHEDULE 13G

CUSIP No. 90466Y202

1

Names of Reporting Persons

Octagon Private Opportunities Fund II LP

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 350,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 350,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

350,000.00

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)

2.7 %

12

Type of Reporting Person (See Instructions)

PN, OO

SCHEDULE 13G

CUSIP No. 90466Y202

1

Names of Reporting Persons

Ting Jia

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

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,000,000.00

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)

7.8 %

12

Type of Reporting Person (See Instructions)

IN

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 Altos, CA, 94022
Item 2.
(a)	Name of person filing: This statement is being jointly filed by: Octagon Capital Advisors LP ("Octagon") Octagon Investments Master Fund LP ("Master Fund") Octagon Private Opportunities Fund II LP ("Private Fund II") Ting Jia, as the principal beneficial owner of Octagon ("Mr. Jia") Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Octagon serves as the investment manager of the Master Fund and Private Fund II. Mr. Jia is the managing member of Octagon. By virtue of these relationships each of Octagon and Mr. Jia may be deemed to beneficially own the Issuer's Common Shares directly owned by the Master Fund and by the Private Fund II.
(b)	Address or principal business office or, if none, residence: The address of the business office of each of the Reporting Persons is 654 Madison Avenue, 21st Floor, New York, NY 10065.
(c)	Citizenship: Octagon is a Delaware limited partnership. The Master Fund is an exempted limited partnership established in the Cayman Islands. The Private Fund II is a Delaware limited partnership. Mr. Jia is a Chinese citizen.
(d)	Title of class of securities: Common Stock, $0.001 par value
(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: 1,000,000
(b)	Percent of class: 7.8 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 1,000,000
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 1,000,000 The percentage reported on this Schedule 13G is calculated based upon 12,768,239 Common Shares outstanding as of June 18, 2025, as reported in the Form 8-K filed by the Issuer on June 20, 2025.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Octagon is the investment advisor to the Master Fund, the Private Fund II and other accounts. Mr. Jia is the control person of Octagon. The Master Fund holds the Common Shares for the benefit of its investors. The Private Fund II holds the Common Shares for the benefit of its investors. The Master Fund, the Private Fund II and Octagon, for the benefit of its investors, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares.
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 acquired and are held in the ordinary course of business and 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.

Octagon Capital Advisors LP

Signature:	/s/ Ting Jia
Name/Title:	Managing Member
Date:	08/12/2025

Octagon Investments Master Fund LP

Signature:	/s/ Ting Jia
Name/Title:	Managing Member, Octagon Investments GP, LLC, its general partner
Date:	08/12/2025

Octagon Private Opportunities Fund II LP

Signature:	/s/ Ting Jia
Name/Title:	Managing Member, Octagon Investments GP, LLC, its general partner
Date:	08/12/2025

Ting Jia

Signature:	/s/ Ting Jia
Name/Title:	Ting Jia
Date:	08/12/2025

FAQ

How many Unicycive (UNCY) shares do Octagon and affiliates report owning?

The reporting persons disclose beneficial ownership of 1,000,000 shares of UNCY, representing 7.8% of the class.

What is the breakdown of the 1,000,000 shares reported for UNCY?

Octagon Investments Master Fund LP holds 650,000 shares (5.1%) and Octagon Private Opportunities Fund II LP holds 350,000 shares (2.7%).

Do the reporting persons have sole voting or dispositive power over the UNCY shares?

No. The filing reports 0 shares with sole voting or dispositive power and all reported powers are shared.

Was the UNCY position acquired to influence control of the company?

The filing includes a certification stating the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.

On what share count is the 7.8% figure based for UNCY?

The percentage is calculated using 12,768,239 common shares outstanding as reported by the issuer.