Nantahala Capital Management, LLC and its principals, Wilmot B. Harkey and Daniel Mack, report beneficial ownership of 1,234,596 shares of Unicycive Therapeutics, Inc. (CUSIP 90466Y103), representing 9.99% of the outstanding common stock as of June 30, 2025. The reported total includes 295,394 shares that may be acquired within 60 days upon exercise of warrants. Nantahala is identified as an investment adviser and Messrs. Harkey and Mack file as control persons in respect of shares held by funds and managed accounts under Nantahala's control. Blackwell Partners LLC - Series A, a fund advised by Nantahala, has rights to dividends or sale proceeds for more than 5% of the shares reported.
Positive
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Negative
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Insights
TL;DR: Nantahala discloses a just-below-10% beneficial stake including near-term warrant exercise, a meaningful position for investors to note.
Nantahala and its principals report a 9.99% position in UNCY totaling 1,234,596 shares, which includes 295,394 shares exercisable via warrants within 60 days. Filing under Schedule 13G indicates the stake is reported as held in the ordinary course of business and not for control. For market participants, a near-10% holding is material because it approaches the 10% ownership threshold that often triggers enhanced investor scrutiny and potential Schedule 13D treatment if intentions change. The disclosure that a specific advised fund (Blackwell Partners LLC - Series A) holds dividend/proceeds rights for >5% of these shares clarifies beneficial interest allocations.
TL;DR: The filing clarifies voting/dispositive powers and identifies control-person filings by principals; no stated intent to influence control.
The statement specifies 0 sole voting or dispositive power and 1,234,596 shares of shared voting and dispositive power among Nantahala, Harkey, and Mack. Each reports identical ownership figures and a uniform 9.99% of the class. The Item 10 certification asserts the securities were acquired in the ordinary course of business and not for influence over issuer control. From a governance perspective, the filing documents meaningful influence potential via shared powers but does not assert any plans to change board composition or corporate control.
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, par value $0.001 per share
(Title of Class of Securities)
90466Y103
(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.
90466Y103
1
Names of Reporting Persons
Nantahala Capital Management, 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
MASSACHUSETTS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,234,596.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,234,596.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,234,596.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP No.
90466Y103
1
Names of Reporting Persons
Wilmot B. Harkey
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
1,234,596.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,234,596.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,234,596.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP No.
90466Y103
1
Names of Reporting Persons
Daniel Mack
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
1,234,596.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,234,596.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,234,596.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
HC
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, CALIFORNIA, 94022
Item 2.
(a)
Name of person filing:
(1) Nantahala Capital Management, LLC ("Nantahala")
(2) Wilmot B. Harkey
(3) Daniel Mack (together the "Reporting Persons")
(b)
Address or principal business office or, if none, residence:
130 Main St. 2nd Floor, New Canaan, Connecticut 06840
(c)
Citizenship:
(1) Nantahala is a Massachusetts limited liability company.
(2) Each of Messrs. Harkey and Mack is a citizen of the United States of America.
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(e)
CUSIP No.:
90466Y103
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:
As of June 30, 2025, Nantahala may be deemed to be the beneficial owner of 1,234,596 Shares held by funds and separately managed accounts under its control, and as the managing members of Nantahala, each of Messrs. Harkey and Mack may be deemed to be a beneficial owner of those Shares. The 1,234,596 Shares includes 295,394 Shares which may be acquired by the Reporting Persons within sixty days through the exercise of warrants.
(b)
Percent of class:
As of June 30, 2025, each of the Reporting Persons may be deemed to be the beneficial owner of the following percentage of the total number of Shares outstanding:
(1) Nantahala Capital Management, LLC ("Nantahala") : 9.99%
(2) Wilmot B. Harkey: 9.99%
(3) Daniel Mack: 9.99%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares.
(2) Wilmot B. Harkey: 0 Shares.
(3) Daniel Mack: 0 Shares.
(ii) Shared power to vote or to direct the vote:
(1) Nantahala Capital Management, LLC ("Nantahala") : 1,234,596 Shares.
(2) Wilmot B. Harkey: 1,234,596 Shares.
(3) Daniel Mack: 1,234,596 Shares.
(iii) Sole power to dispose or to direct the disposition of:
(1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares.
(2) Wilmot B. Harkey: 0 Shares.
(3) Daniel Mack: 0 Shares.
(iv) Shared power to dispose or to direct the disposition of:
(1) Nantahala Capital Management, LLC ("Nantahala") : 1,234,596 Shares.
(2) Wilmot B. Harkey: 1,234,596 Shares.
(3) Daniel Mack: 1,234,596 Shares.
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.
BLACKWELL PARTNERS LLC - SERIES A, a fund advised by Nantahala, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of more than five percent of the outstanding shares of common stock beneficially owned by Nantahala reported herein.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Each of Messrs. Harkey and Mack is filing this Schedule 13G as a control person in respect of shares beneficially owned by Nantahala, an investment adviser as described in ss. 240.13d-1(b)(1)(ii)(E). See Item 4(a).
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.
What percentage of UNCY does Nantahala Capital Management own?
The filing reports Nantahala beneficially owns 1,234,596 shares, representing 9.99% of Unicycive Therapeutics (UNCY) as of June 30, 2025.
Do the reported UNCY shares include shares from warrants?
Yes. The 1,234,596 shares include 295,394 shares that may be acquired within 60 days through exercise of warrants.
Who else is filing with Nantahala on this Schedule 13G/A for UNCY?
Two individuals, Wilmot B. Harkey and Daniel Mack, are co-reporting as control persons alongside Nantahala.
Does the filing claim intent to influence control of Unicycive Therapeutics (UNCY)?
No. The Item 10 certification states 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.
Which fund advised by Nantahala is identified in the filing related to UNCY?
The filing names Blackwell Partners LLC - Series A as a fund advised by Nantahala that has rights to dividends or proceeds for more than 5% of the reported shares.
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