0001213900-23-018973.txt : 20230309 0001213900-23-018973.hdr.sgml : 20230309 20230309213941 ACCESSION NUMBER: 0001213900-23-018973 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230308 FILED AS OF DATE: 20230309 DATE AS OF CHANGE: 20230309 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Aggarwal Gaurav CENTRAL INDEX KEY: 0001551965 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40582 FILM NUMBER: 23721462 MAIL ADDRESS: STREET 1: C/O PANORAMA CAPITAL STREET 2: 2440 SAND HILL ROAD, SUITE 302 CITY: MENLO PARK STATE: CA ZIP: 94025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Unicycive Therapeutics, Inc. CENTRAL INDEX KEY: 0001766140 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 813638692 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4300 EL CAMINO REAL, SUITE 210 CITY: LOS ALTOS STATE: CA ZIP: 94022 BUSINESS PHONE: 650-384-0642 MAIL ADDRESS: STREET 1: 4300 EL CAMINO REAL, SUITE 210 CITY: LOS ALTOS STATE: CA ZIP: 94022 4 1 ownership.xml X0306 4 2023-03-08 0 0001766140 Unicycive Therapeutics, Inc. UNCY 0001551965 Aggarwal Gaurav C/O UNICYCIVE THERAPEUTICS, INC. 4300 EL CAMINO REAL SUITE 210 LOS ALTOS CA 94022 1 0 0 0 Series A-1 Convertible Preferred Stock 0.4933 2023-03-08 4 A 0 8077 1000 A Common Stock 8077 I By Vivo Opportunity Fund Holdings, L.P. The Conversion Price of the Series A-1 Preferred Stock is subject to adjustment as set forth in that certain of Designation of Preferences, Rights and Limitations of the Series A Convertible Voting Preferred Stock attached as Exhibit 3.1 to the Issuer's Form 8-K filed with the Securities and Exchange Commission on March 6, 2023 (the "Certificate of Designation"). Capitalized terms that are used but not defined in this Form 4 have the meanings given to them in the Certificate of Designation. The shares of Series A-1 Convertible Preferred Stock are not convertible until the stockholders of the Issuer approve the Proposals. Additionally, on the Automatic Conversion Date, as set forth in the Certificate of Designation, each share of Series A-1 Preferred Stock shall automatically convert into a unit consisting of (1) shares of Common Stock (or shares of Series A-2 Preferred Stock) equal to the quotient of (A) the Liquidation Preference divided by (B) the Conversion Price, (2) a Tranche A Warrant, (3) a Tranche B Warrant and (4) a Tranche C Warrant. The shares of Series A-1 Convertible Preferred Stock have no expiration date. The Tranche A Warrants are exercisable for Series A-3 Preferred Stock and expire upon the Issuer's satisfaction of certain milestones. The Tranche B Warrants are exercisable for Series A-4 Preferred Stock and expire upon the Issuer's satisfaction of certain milestones. The Tranche C Warrants are exercisable for Series A-5 Preferred Stock and expire upon the Issuer's satisfaction of certain milestones. All shares of Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock and Series A-5 Preferred Stock have no expiration date and are convertible into shares of Common Stock in accordance with the Certificate of Designation. Vivo Opportunity Fund Holdings, L.P. is the record holder of the securities. The Reporting Person is a managing member of Vivo Opportunity, LLC, which is the general partner of Vivo Opportunity Fund Holdings, L.P. The Reporting Person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. /s/ Gaurav Aggarwal 2023-03-09