UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☒ Definitive Additional Materials

☐ Soliciting Material under § 240.14a-12

Unicycive Therapeutics, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS

The Annual Meeting of Stockholders of Unicycive Therapeutics, Inc. will be held on

June 20, 2024, at 9:00 a.m. Pacific Daylight Time at

the Company’s offices located at 4300 El Camino Real, Suite 210, Los Altos, CA 94022

PROXY STATEMENT AND 2023 ANNUAL REPORT ON FORM 10-K ARE AVAILABLE AT:

http://annualgeneralmeetings.com/uncy2024

Dear Stockholder:

The Annual Meeting of Stockholders of Unicycive Therapeutics, Inc. has been called to consider and act upon the following matters:

1. Election of four members to our Board of Directors;

2. Ratification of Grassi & Co., CPAs, P.C. as the Company’s independent registered public accountants for our fiscal year ending December 31, 2024;

3. Approval, for purposes of complying with Nasdaq Listing Rule 5635(d), of the issuance by the Company of shares of common stock pursuant to the terms of the private placement financing transaction set forth in the Securities Purchase Agreement dated as of March 13, 2024 between the Company and each of the investors named therein, the Certificate of Designation of Preferences, Rights and Limitation of our Series B Convertible Preferred Stock and the other documents and agreements related thereto, without giving effect to the caps on issuing shares contained therein;

4. Approval of an amendment to the Company’s amended and restated certificate of incorporation to increase the number of shares of authorized common stock from 200,000,000 to 400,000,000 shares; and

5. Approval of the second amendment and restatement of the 2021 Omnibus Equity Incentive Plan.

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

Our Board of Directors recommends a vote “FOR” proposals 1, 2, 3, 4 and 5.

You are receiving this communication because you hold shares in the company named above. Complete proxy materials, including the proxy card, are available to you on-line at http://annualgeneralmeetings.com/uncy2024 or upon your request by e-mail or first-class mail. We encourage you to access and review all of the important information contained in the proxy materials before voting.

This is not a ballot. You cannot use this notice to vote your shares. You may vote on-line, by mail or in person. If you wish to vote on-line, you will need your “Control Number” (which can be found in the bottom right hand corner of this notice) and the web address, all of which will be included with or on the proxy card located on the Internet website stated above or mailed to you at your request. No other personal information will be required in order to vote in this manner. If you wish to vote by mail, simply print out the proxy card located on the Internet website stated above, mark the proxy card accordingly, sign and return it to us at the address indicated on the proxy card. If you wish to vote in person at the Annual Meeting of Stockholders, simply check the box on the proxy card that you plan to attend. Your proxy card will not be used if you vote in person. Please check the meeting materials for any special requirements for meeting attendance and how to obtain directions to the meeting.

CONTROL NUMBER:                 

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Important Notice Regarding the Availability

of Proxy Materials for the Stockholder

Meeting To Be Held on June 20, 2024:

(1) This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.

(2) The Proxy Statement and 2023 Annual Report on Form 10-K are available at http://annualgeneralmeetings.com/uncy2024

(3) If you want to receive a paper or e-mail copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed below on or before June 6, 2024 to facilitate timely delivery.

To request a paper copy of these items:

● Call our toll-free number – 1-800-785-7782; or

● Visit our website at http://annualgeneralmeetings.com/uncy2024; or

● Send us an e-mail at cs@pacificstocktransfer.com.

Please clearly identify the items you are requesting; Unicycive Therapeutics, Inc., and your name along with the Control Number located in the lower right hand corner of this notice and the name and address to which the materials should be mailed.

By Order of the Board of Directors
/s/ Shalabh Gupta, M.D
Name:	Shalabh Gupta
Title:	Chairman

Control Number:                   

-2-