Great Point Partners, LLC and two associated individuals filed a Schedule 13G/A reporting joint beneficial ownership of 796,558 shares of Unicycive Therapeutics, Inc. common stock, representing 6.24% of the 12,768,239 shares outstanding cited from the issuer's June 20, 2025 filing. The filing shows shared voting and dispositive power over those shares and no sole voting or dispositive power. The record holders are Biomedical Value Fund, L.P. (510,494 shares) and Biomedical Offshore Value Fund, Ltd. (286,064 shares); Great Point is investment manager of both and disclaims beneficial ownership except to the extent of pecuniary interests. The Reporting Persons executed a Joint Filing Agreement dated August 14, 2025, and certified the holdings were not acquired to change or influence control.
Positive
Disclosed material stake: Reported ownership of 796,558 shares representing 6.24% of outstanding stock
Clear record basis: Ownership percentage calculated from an issuer-stated total of 12,768,239 shares outstanding
Transparent structure: Filing identifies record holders (BVF and BOVF) and includes a Joint Filing Agreement dated August 14, 2025
Negative
None.
Insights
TL;DR: A registered investment manager disclosed a just-over-5% stake, which is material for investor ownership metrics and voting influence.
The filing documents a 6.24% position held jointly by Great Point Partners and two named principals, based on 12,768,239 shares outstanding. The position is recorded as shared voting and dispositive power, reflecting managerial control via investment-advisory relationships with two record-holding funds. For investors, the key implication is a notable institutional stake that could affect shareholder votes and signaling, but the filing expressly disclaims an intent to change or influence control. The filing date and cited outstanding share figure provide a clear ownership basis for market and governance analysis.
TL;DR: Joint filing shows coordinated reporting and shared authority, with formal disclaimers of control intent.
The Schedule 13G/A includes a Joint Filing Agreement and records shared voting and dispositive powers for Great Point Partners, Dr. Jeffrey R. Jay, and Ms. Lillian Nordahl. The inclusion of precise record-holder counts (510,494 and 286,064 shares) and the disclaimer language are standard governance disclosures that clarify the manager-client relationship and limit assertions of direct beneficial ownership. This supports transparency around potential governance influence while noting the filer denies an intent to effect control.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Unicycive Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(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
Great Point Partners, LLC
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
796,558.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
796,558.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
796,558.00
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)
6.24 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP No.
90466Y202
1
Names of Reporting Persons
Dr. Jeffrey R. Jay, M.D.
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
796,558.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
796,558.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
796,558.00
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)
6.24 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
90466Y202
1
Names of Reporting Persons
Ms. Lillian Nordahl
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
796,558.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
796,558.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
796,558.00
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)
6.24 %
12
Type of Reporting Person (See Instructions)
HC, 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:
Great Point Partners, LLC
Dr. Jeffrey R. Jay, M.D.
Ms. Lillian Nordahl
The Reporting Persons have entered into a Joint Filing Agreement, dated August 14, 2025, a copy of which is filed with this SCHEDULE 13G/A as Exhibit A, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is
165 Mason Street, 3rd Floor
Greenwich, CT 06830
(c)
Citizenship:
Great Point Partners, LLC is a limited liability company organized under the laws of the State of Delaware. Dr. Jeffrey R. Jay, M.D. is a citizen of the United States. Ms. Lillian Nordahl is a citizen of the United States.
(d)
Title of class of securities:
Common Stock, par value $0.001 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:
796,558
(b)
Percent of class:
6.24%
(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:
796,558
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
796,558
The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover pages for the Reporting Persons and is incorporated herein by reference.
The percentage set forth in Row (11) of the cover pages for the Reporting Persons are based on a total of 12,768,239 shares outstanding, as reported by the Issuer in its Form 8-K filed with the Securities and Exchange Commission (the "SEC") on June 20, 2025.
Biomedical Value Fund, L.P. ("BVF") is the record holder of 510,494 shares of Common Stock (the "BVF Shares"). Great Point Partners, LLC ("Great Point") is the investment manager of BVF, and by virtue of such status may be deemed to be the beneficial owner of the BVF Shares. Each of Dr. Jeffrey R. Jay, M.D. ("Dr. Jay"), as Senior Managing Member of Great Point, and Ms. Lillian Nordahl ("Ms. Nordahl"), as Managing Director of Great Point, has voting and investment power with respect to the BVF Shares, and therefore may be deemed to be the beneficial owner of the BVF Shares.
Biomedical Offshore Value Fund, Ltd. ("BOVF") is the record holder of 286,064 shares of Common Stock (the "BOVF Shares"). Great Point is the investment manager of BOVF, and by virtue of such status may be deemed to be the beneficial owner of the BOVF Shares. Each of Dr. Jeffrey R. Jay, M.D. ("Dr. Jay"), as Senior Managing Member of Great Point, and Ms. Lillian Nordahl ("Ms. Nordahl"), as Managing Director of Great Point, has voting and investment power with respect to the BOVF Shares, and therefore may be deemed to be the beneficial owner of the BOVF Shares.
Notwithstanding the above, Great Point, Dr. Jay and Ms. Nordahl disclaim beneficial ownership of the BVF Shares and the BOVF Shares, except to the extent of their respective pecuniary interests.
1. Great Point Partners, LLC
(a) Amount beneficially owned: 796,558
(b) Percent of class: 6.24%
(c) Number of shares as to which the person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 796,558
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 796,558
2. Dr. Jeffrey R. Jay, M.D.
(a) Amount beneficially owned: 796,558
(b) Percent of class: 6.24%
(c) Number of shares as to which the person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 796,558
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 796,558
3. Ms. Lillian Nordahl
(a) Amount beneficially owned: 796,558
(b) Percent of class: 6.24%
(c) Number of shares as to which the person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 796,558
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 796,558
Based on a total of 12,768,239 shares outstanding, as reported by the Issuer in its Form 8-K filed with the Securities and Exchange Commission (the "SEC") 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.
See Item 4.
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.
Great Point Partners, LLC
Signature:
/s/ Dr. Jeffrey R. Jay, M.D
Name/Title:
Dr. Jeffrey R. Jay, M.D - Senior Managing Member
Date:
08/14/2025
Dr. Jeffrey R. Jay, M.D.
Signature:
/s/ Dr. Jeffrey R. Jay, M.D
Name/Title:
Dr. Jeffrey R. Jay, M.D
Date:
08/14/2025
Ms. Lillian Nordahl
Signature:
/s/ Ms. Lillian Nordahl
Name/Title:
Ms. Lillian Nordahl
Date:
08/14/2025
Exhibit Information
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the SCHEDULE 13G/A to which this Exhibit is attached, and such SCHEDULE 13G/A is filed on behalf of each of them; and
(ii) Each of them is responsible for the timely filing of such SCHEDULE 13G/A and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
Dated: August 14, 2025
Great Point Partners, LLC
By: /s/ Dr. Jeffrey R. Jay, M.D.
Dr. Jeffrey R. Jay, M.D., as Senior Managing Member
Dr. Jeffrey R. Jay, M.D.
By: /s/ Dr. Jeffrey R. Jay, M.D.
Dr. Jeffrey R. Jay, M.D.
Ms. Lillian Nordahl
By: /s/ Ms. Lillian Nordahl
Ms. Lillian Nordahl
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