What changed in this filing

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Item 1. Financial Statements

2021-11-12 compared with 2021-08-16 · 269 added, 252 removed, 501 unchanged (51% of the section changed)

FINANCIAL STATEMENTS

Unicycive Therapeutics, Inc.

Balance Sheets

(in thousands, except

for share and per share amounts)

Therapeutics, Inc.

thousands, except for share and per share amounts)

September 30,

Current assets:

3 unchanged sentences

Total current assets

Liabilities and stockholders’ deficit

Liabilities and stockholders’ (deficit) equity

Current liabilities:

8 unchanged sentences

Commitments and contingencies (Note 7)

Stockholders’ deficit:

Stockholders’ (deficit) equity:

Preferred stock:

$ 0.001 par value per share— 10,000,000 shares authorized at December 31, 2020 and June 30, 2021 (unaudited);

no shares issued and outstanding at December 31, 2020 and June 30, 2021 (unaudited)

Common stock, $ 0.001 par value per share – 200,000,000 shares authorized at December 31, 2020 and June 30, 2021 (unaudited);

8,514,070 shares issued and outstanding at December 31, 2020, and 8,771,290 shares issued and outstanding at June 30, 2021 (unaudited)

$ 0.001 par value per share— 10,000,000 shares authorized at December 31, 2020 and September 30, 2021 (unaudited);

no shares issued and outstanding at December 31, 2020 and September 30, 2021 (unaudited)

Common stock, $ 0.001 par value per share – 200,000,000 shares authorized at December 31, 2020 and September 30, 2021 (unaudited);

8,514,070 shares issued and outstanding at December 31, 2020, and 14,972,552 shares issued and outstanding at September 30, 2021 (unaudited)

Additional paid-in capital

Accumulated deficit

Total stockholders’ deficit

Total liabilities and stockholders’ deficit

See accompanying notes to the financial statements

Unicycive Therapeutics, Inc.

Statements of Operations

(in thousands, except

for share and per share amounts)

Total stockholders’ (deficit) equity

Total liabilities and stockholders’ (deficit) equity

accompanying notes to the financial statements

Therapeutics, Inc.

of Operations

thousands, except for share and per share amounts)

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Operating expenses:

5 unchanged sentences

Interest expense

Loss on debt conversion

Gain on extinguishment of debt

2 unchanged sentences

Weighted-average shares outstanding used in computing net loss per share, basic and diluted

See accompanying notes to the financial statements

Unicycive Therapeutics, Inc.

Statements of Stockholders’

(in thousands, except

share amounts)

Preferred stock

accompanying notes to the financial statements

Therapeutics, Inc.

of Stockholders’ (Deficit) Equity

thousands, except share amounts)

Stockholders’

Preferred stock

Balance at December 31, 2019

9 unchanged sentences

Balance at June 30, 2020 (unaudited)

Preferred stock

Net loss (unaudited)

Issuance of common stock for anti-dilution clause (unaudited)

Stock-based compensation expense (unaudited)

Balance at September 30, 2020 (unaudited)

Stockholders’

Preferred stock

Balance at December 31, 2020

7 unchanged sentences

Balance at June 30, 2021 (unaudited)

See accompanying notes to the financial statements

Unicycive Therapeutics, Inc.

Statements of Cash

(in thousands)

Net loss (unaudited)

Issuance of common stock for cash, net of $ 2.7 million offering costs (unaudited)

Conversion of convertible notes into common stock (unaudited)

Issuance of common stock for exercise of options (unaudited)

Issuance of common stock for anti-dilution clause (unaudited)

Stock-based compensation expense (unaudited)

Balance at September 30, 2021 (unaudited)

accompanying notes to the financial statements

Therapeutics, Inc.

of Cash Flows

September 30,

Cash flows from operating activities

6 unchanged sentences

Deferred compensation to CEO

Loss on debt conversion

Changes in assets and liabilities:

Prepaid expense and other current assets

Related party service fee receivable

Prepaid related party service fee

Accounts payable and accrued liabilities

2 unchanged sentences

Cash flows from financing activities

Issuance of common stock

Net proceeds from initial public offering

Issuance of common stock for cash

Proceeds from loan from stockholder

5 unchanged sentences

Net cash provided by financing activities

Net (decrease) increase in cash

Net increase in cash

Cash at the beginning of the period

3 unchanged sentences

Cash paid for income taxes

See accompanying notes to the financial statements

accompanying notes to the financial statements

Unicycive Therapeutics, Inc.

Notes to the Financial Statements (unaudited)

and Description of Business

Organization and Description of Business

Unicycive Therapeutics, Inc.

27 unchanged sentences

has historically relied on private equity offerings, debt financings and loans from a stockholder to fund its operations.

As of September

30, 2021 and December 31, 2020, the Company had an accumulated deficit of $ 13.2 million and $ 5.9 million, respectively.

1 unchanged sentence

on July 13, 2021 the Company began trading on the Nasdaq Capital Market under the symbol “UNCY”, and on July 15, 2021 received

approximately $ 23,212,000 in net proceeds after deducting the underwriting discounts and commissions and estimated offering expenses.

The Company intends to use the net proceeds from the IPO to complete pre-clinical and clinical studies, submit regulatory filings to

the FDA, and for general and corporate purposes, including hiring additional management and conducting market research and other commercial

approximately $ 22,271,000 in net proceeds after deducting the underwriting discounts, commissions and other offering expenses.

intends to use the net proceeds from the IPO to complete pre-clinical and clinical studies, submit regulatory filings to the FDA, and

for general and corporate purposes, including hiring additional management and conducting market research and other commercial planning.

The Company expects to continue incurring losses

4 unchanged sentences

January 2021 through May 2021, the Company received an aggregate of $ 1.1 million upon the issuance of convertible notes.

were used primarily to settle outstanding accounts payable as well as $ 460,000 of the loan outstanding from the chief executive officer

and principal stockholder.

There can be no assurance that the Company will be able to obtain additional financing on terms acceptable

to the Company, on a timely basis or at all.

If the Company is unable to secure additional capital, it may be required to curtail any

clinical trials and development of new or existing products and take additional measures to reduce expenses in order to conserve its

cash in amounts sufficient to sustain operations and meet its obligations.

Based on the Company’s current level of expenditures,

given the Company’s nominal cash balance of $ 1,000 as of June 30, 2021, and after including the net proceeds received on July 15,

2021 as a result of the Company’s IPO, the Company believes that it has sufficient resources to continue operations for at least

one year after the date that these financial statements are available to be issued.

of Significant Accounting Policies

These funds were

used primarily to settle outstanding accounts payable as well as $ 460,000 of the loan outstanding from the chief executive officer and

principal stockholder.

In addition, the Company received approximately $ 22,271,000 in net proceeds from its IPO.

There can be no assurance

that the Company will be able to obtain additional financing on terms acceptable to the Company, on a timely basis or at all.

If the Company

is unable to secure additional capital, it may be required to curtail any clinical trials and development of new or existing products

and take additional measures to reduce expenses in order to conserve its cash in amounts sufficient to sustain operations and meet its

Based on the Company’s current level of expenditures, and given the Company’s cash balance of $ 18,011,000 as

of September 30, 2021, the Company believes that it has sufficient resources to continue operations for at least one year after the date

that these financial statements are available to be issued.

Summary of Significant Accounting Policies

Basis of Presentation

59 unchanged sentences

as a current asset on the balance sheets.

The deferred offering costs will be offset against the proceeds received upon the closing of

the IPO, which occurred on July 15, 2021.

There were $ 0.2 million and $ 0.9 million of deferred offering costs capitalized as of December

31, 2020 and June 30, 2021, respectively.

There were $ 0.2 million of deferred offering costs capitalized as of December 31, 2020.

September 30, 2021, all previously deferred offering costs, totaling approximately $ 0.9 million, were netted against the proceeds received

upon the closing of the IPO, which occurred on July 15, 2021.

Fair Value of Financial Instruments

1 unchanged sentence

cash, prepaid expenses, accounts payable, convertible notes and a loan from the Chief Executive Officer and stockholder of the Company.

The carrying amounts of these items approximate fair value as of December 31, 2020 and June 30, 2021 due to their short-term nature.

The carrying amounts of these items approximate fair value as of December 31, 2020 and September 30, 2021 due to their short-term nature.

Concentration of Credit Risk

1 unchanged sentence

the Company to concentration of credit risk consist of cash.

All of the Company’s cash (which was nominal at December 31, 2020

and at June 30, 2021) was deposited in one account at a financial institution, and the account balance may at times exceed federally

insured limits.

Management believes that the Company is not exposed to significant credit risk due to the financial strength of the depository

institution in which the cash is held.

All of the Company’s cash was deposited in one account at a financial

institution, and the account balance may at times exceed federally insured limits.

Management believes that the Company is not exposed

to significant credit risk due to the financial strength of the depository institution in which the cash is held.

Prepaid Expenses

35 unchanged sentences

The fair value

of common stock was determined on a periodic basis, with the assistance of an independent third-party valuation expert.

The assumptions

underlying these valuations represented Management’s best estimates, which involved inherent uncertainties and the application

of significant levels of Management judgment.

of common stock prior to the Company’s initial public offering was determined on a periodic basis, with the assistance of an independent

third-party valuation expert.

The assumptions underlying these valuations represented Management’s best estimates, which involved

inherent uncertainties and the application of significant levels of Management judgment.

In order to determine the fair value, the Company

37 unchanged sentences

For purposes of the diluted net loss per share calculation, common stock

options are considered to be potentially dilutive securities.

Basic and diluted net loss per share is presented in conformity with the two-class method

required for participating securities.

The Company has no participating securities and as such, the net loss was attributed entirely

to common stockholders.

As the Company has reported a net loss for all periods presented, diluted net loss per common share is the same

as basic net loss per common share for those periods.

All common share amounts and per share amounts have been adjusted to reflect a

1-for-4.3 reverse stock split of the Company’s common stock that was effectuated on June 21, 2021.

options and warrants are considered to be potentially dilutive securities.

Basic and diluted net loss per share is presented in conformity

with the two-class method required for participating securities.

The Company has no participating securities and as such, the

net loss was attributed entirely to common stockholders.

As the Company has reported a net loss for all periods presented, diluted net

loss per common share is the same as basic net loss per common share for those periods.

All common share amounts and per share amounts

have been adjusted to reflect a 1-for-4.

3 reverse stock split of the Company’s common stock that was effectuated on June 21, 2021.

Recent Accounting Pronouncements

28 unchanged sentences

The adoption of this standard did not have a material effect on the Company’s financial statements.

Significant Agreements

With regards to manufacturing, testing and potential

18 unchanged sentences

Assignment and Asset Purchase Agreement with Spectrum Pharmaceuticals, Inc.

(“Spectrum Agreement”) pursuant to which the

Company purchased certain assets from Spectrum, including Spectrum’s right, title, interest in and intellectual property related

to Renazorb RZB 012, also known as RENALAN™ (“Renalan”) and RZB 014, also known as SPI 014 (“SPI” and together

with Renalan, the “Compounds”), to further develop and commercialize Renazorb and related compounds.

In partial consideration

for the Spectrum Agreement, the Company issued 313,663 shares of common stock to Spectrum valued at approximately $ 4,000 which represented

(“Spectrum Agreement”) pursuant to which the Company

purchased certain assets from Spectrum, including Spectrum’s right, title, interest in and intellectual property related to Renazorb

RZB 012, also known as RENALAN™ (“Renalan”) and RZB 014, also known as SPI 014 (“SPI” and together with

Renalan, the “Compounds”), to further develop and commercialize Renazorb and related compounds.

In partial consideration for

the Spectrum Agreement, the Company issued 313,663 shares of common stock to Spectrum valued at approximately $ 4,000 which represented

four percent of the Company on a fully-diluted basis at the date of the execution of the Spectrum Agreement.

The Spectrum Agreement has

an anti-dilution provision, which provides that Spectrum maintain its ownership interest in the Company at 4 % of the Company’s

shares on a fully-diluted basis.

Fully-diluted shares of common stock for purposes of the Renazorb Purchase Agreement assumes conversion

of any security convertible into or exchangeable or exercisable for common stock or any combination thereof, including any common stock

reserved for issuance under a stock option plan, restricted stock plan, or other equity incentive plan approved by the Board of Directors

of the Company immediately following the issuance of additional shares of the Company’s common stock (but prior to the issuance

of any additional shares of common stock to Spectrum).

Spectrum’s ownership shall not be subject to dilution until the earlier

of thirty-six months from the first date the Company’s stock trades on a public market, or the date upon which the Company attains

a public market capitalization of at least $ 50 million.

As part of the anti-dilution clause, the Company issued 149,762 and 105,897 shares

of common stock during the years ended December 31, 2019 and 2020, respectively.

The Company recognized $ 145,000 and $ 104,000 for the

years ended December 31, 2019 and 2020, respectively, as research and development expenses as cost to issue those shares.

is also required to pay Spectrum 40% of all of the Company’s sublicense income for any sublicense granted to certain sublicensees

during the first 12 months after the Closing Date (as that term is defined in the Renazorb Purchase Agreement) and 20% of all other sublicense

The Company’s payment obligations to Spectrum will expire on the twentieth (20 th ) anniversary of the Closing

Date of the Renazorb Purchase Agreement.

On February 8, 2021,

the Company entered into a Master Services Agreement (the “Renazorb Development Agreement”) with Ascent Development Services,

(“Ascent”) pursuant to which Ascent will provide strategic services related to the development of Renazorb or other

investigational products (the “Compounds”) for clinical use and regulatory approval in Japan and other Asian countries.

Renazorb Development Agreement anticipates services to be provided by Ascent will include market research, facilitation of informal and

formal meetings with Japan’s Pharmaceutical and Medical Devices Agency (“PMDA”), management of contract research organizations

and clinical trials, and government applications and regulatory filings related to the Asian development of the Compounds.

will supply the Compounds or other materials necessary for Ascent to perform the development services.

The initial Statement of Work

(“SOW”) under the Renazorb Development Agreement encompasses the development of clinical strategy as well as both informal

and formal meetings with the PMDA.

The budget for the initial SOW is approximately 24,000,000 Japanese Yen, and an upfront payment of

approximately $87,000, was paid to Ascent upon the execution of the Renazorb Development Agreement and was recorded to prepaid expenses

and other current assets in accompanying balance sheets.

an anti-dilution provision, which provides that Spectrum maintain its ownership interest in the Company at 4 % of the Company’s shares

on a fully-diluted basis.

Fully-diluted shares of common stock for purposes of the Renazorb Purchase Agreement assumes conversion of any

security convertible into or exchangeable or exercisable for common stock or any combination thereof, including any common stock reserved

for issuance under a stock option plan, restricted stock plan, or other equity incentive plan approved by the Board of Directors of the

Company immediately following the issuance of additional shares of the Company’s common stock (but prior to the issuance of any

additional shares of common stock to Spectrum).

Spectrum’s ownership shall not be subject to dilution until the earlier of thirty-six

months from the first date the Company’s stock trades on a public market, or the date upon which the Company attains a public market

capitalization of at least $ 50 million.

As part of the anti-dilution clause, the Company issued 149,762 and 105,897 shares of common stock

during the years ended December 31, 2019 and 2020, respectively.

The Company recognized $ 145,000 and $ 104,000 for the years ended December

31, 2019 and 2020, respectively, as research and development expenses as cost to issue those shares.

On July 13, 2021, the Company’s

initial public offering resulted in a public market capitalization of at least $ 50 million, and as a result the Company was required to

issue 438,374 anti-dilution shares of common stock.

This issuance represents the final anti-dilution calculation required under the Spectrum

Agreement, and no further anti-dilution shares will be issued.

The Company calculated the fair value of the shares and recognized $ 2.2

million to research and development expenses as cost to issue those shares during the three and nine months ended September 30, 2021.

The Company is also required to pay Spectrum 40% of all of the Company’s sublicense income for any sublicense granted to certain

sublicensees during the first 12 months after the Closing Date (as that term is defined in the Renazorb Purchase Agreement) and 20% of

all other sublicense income.

The Company’s payment obligations to Spectrum will expire on the twentieth (20 th ) anniversary

of the Closing Date of the Renazorb Purchase Agreement.

On February 8, 2021, the Company entered into

a Master Services Agreement (the “Renazorb Development Agreement”) with Ascent Development Services, Inc.

pursuant to which Ascent will provide strategic services related to the development of Renazorb or other investigational products (the

“Compounds”) for clinical use and regulatory approval in Japan and other Asian countries.

The Renazorb Development Agreement

anticipates services to be provided by Ascent will include market research, facilitation of informal and formal meetings with Japan’s

Pharmaceutical and Medical Devices Agency (“PMDA”), management of contract research organizations and clinical trials, and

government applications and regulatory filings related to the Asian development of the Compounds.

Unicycive will supply the Compounds

or other materials necessary for Ascent to perform the development services.

The initial Statement of Work (“SOW”) under

the Renazorb Development Agreement encompasses the development of clinical strategy as well as both informal and formal meetings with

The budget for the initial SOW is approximately 24,000,000 Japanese Yen, and an upfront payment of approximately $87,000, was

paid to Ascent upon the execution of the Renazorb Development Agreement and was recorded to prepaid expenses and other current assets

in accompanying balance sheets.

Deliverables for the initial SOW are expected to be completed by December 31, 2021.

Sheet Components

Balance Sheet Components

Accounts payable as of December 31, 2020 and

June 30, 2021 consisted of the following (in thousands):

September 30, 2021 consisted of the following (in thousands):

September 30,

Trade accounts payable

15 unchanged sentences

The Company has accounted for the 2021 Notes

as stock-settled debt and is accreting the carrying amount of the 2021 Notes to the settlement amount through maturity.

As of June 30,

2021, unpaid and accrued interest of $ 49,000 as well as debt discount accretion expense of approximately $ 172,000 is included with the

Convertible notes on the balance sheet.

as stock-settled debt and was accreting the carrying amount of the 2021 Notes to the settlement amount through maturity.

In July through November 2020, the Company issued

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reflected in such transaction.

The Company has accounted for the 2020 Notes as

stock-settled debt and is accreting the carrying amount of the 2020 Notes to the settlement amount through maturity.

The Company has accounted for the 2020 Notes

as stock-settled debt and is accreting the carrying amount of the 2020 Notes to the settlement amount through maturity.

As of December

2020, unpaid and accrued interest of $ 53,000 as well as debt discount accretion expense of approximately $ 186,000 was included with the

convertible notes on the balance sheet.

As of June 30, 2021, unpaid and accrued interest of $ 130,000 as well as debt discount accretion

expense of approximately $ 460,000 is included with the convertible notes on the balance sheet.

31, 2020, unpaid and accrued interest of $ 53,000 as well as debt discount accretion expense of approximately $ 186,000 was included with

the convertible notes on the balance sheet.

As a result of the Company’s initial public

offering on July 13, 2021, approximately $ 2,387,000 of principal and $ 191,000 of unpaid accrued interest related to the 2021 and 2020

Notes was converted into shares of common stock.

Additionally the noteholders were granted warrants equal to 25 % of the conversion shares

The conversion resulted in a loss of $ 431,000 that is included as loss on debt conversion in the accompanying statements of operations

for the three and nine months ended September 30, 2021.

In 2017 and 2018, the Company raised $550,000

28 unchanged sentences

The Company classified the loans as a current liability, has applied for and received loan forgiveness

in February 2021, and recorded a gain on extinguishment of debt in the statement of operations for the six months ended June 30, 2021.

Party Transactions

in February 2021, and recorded a gain on extinguishment of debt in the statement of operations for the nine months ended September 30,

Related Party Transactions

Loan from Chief Executive Officer and Stockholder

As of June 30, 2021 and December 31, 2020, the

current liability loan from a stockholder of approximately $ 901,000 and $ 967,000 , respectively, represents primarily the accumulation

of deferred compensation due to the chief executive officer and stockholder.

The Company received advances from the stockholder

of $ 248,000 during the nine months ended September 30, 2021.

The Company repaid amounts owed to the stockholder of $ 1,361,000 during the

nine months ended September 30, 2021.

As of September 30, 2021 and December 31, 2020, the current liability loan from a stockholder of

approximately $ 103,000 and $ 967,000 , respectively, represents primarily the accumulation of deferred compensation due to the chief executive

officer and stockholder.

This amount bears no interest and is repayable on demand.

9 unchanged sentences

Globavir for such service fees.

As of June 30, 2021, $ 38,000 was prepaid to Globavir for such service fees.

Amounts incurred by the Company

under the Service Agreement were $ 30,000 , $ 30,000 , $ 60,000 and $ 60,000 for the three and six months ended June 30, 2020 and June 30,

2021, respectively, and are included in operating expenses in the statements of operations.

The initial amended term of the agreement

ended on December 31, 2020, and unless terminated, the Service Agreement automatically renews for successive one month periods after

the initial termination date.

As of September 30, 2021, $ 58,000 was prepaid to Globavir for such service fees.

Amounts incurred by

the Company under the Service Agreement were $ 30,000 , $ 30,000 , $ 90,000 and $ 90,000 for the three and nine months ended September 30,

2020 and September 30, 2021, respectively, and are included in operating expenses in the statements of operations.

The initial amended

term of the agreement ended on December 31, 2020, and unless terminated, the Service Agreement automatically renews for successive one

month periods after the initial termination date.

Common stock purchase agreement and services

6 unchanged sentences

the Company in 2017, which were issued in 2018.

and Contingencies

Commitments and Contingencies

Contingencies

8 unchanged sentences

underwriter in connection with the Company’s planned initial public offering.

In connection with this agreement the Company has

agreed to pay a nonaccountable expense allowance to Benchmark equal to 1.0 % of the gross proceeds received in the Company’s planned

initial public offering.

In connection with this agreement the Company agreed

to pay a nonaccountable expense allowance to Benchmark equal to 1.0 % of the gross proceeds received in the Company’s planned initial

public offering.

In addition to the non-accountable expense allowance, the Company has also agreed to pay or reimburse the underwriters

4 unchanged sentences

upon the closing of the planned initial public offering, and Benchmark will provide advisory services with respect to the planned public

The Company accrued the $ 150,000 advisory fee in June 2021, and the fee is recorded as a deferred offering cost on the accompanying

balance sheet.

The Company paid the $ 150,000 advisory fee in July 2021.

Indemnifications

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The indemnification period covers all pertinent events and occurrences during the director’s or officer’s

The Company intends to enter into new indemnification agreements with its officers and directors to further expand coverage

of these individuals following the July 15, 2021 completion of the Company’s initial public offering.

Stockholders’

Stockholders’ (Deficit) Equity

Authorized Common Stock

1 unchanged sentence

shares of common stock at par value of $ 0.001 per share.

Issuance of Common Stock

During the six months ended June 30, 2021, employees

and consultants exercised a total of 383,721 stock options and the Company received $119,000 in proceeds.

A portion of these options were

exercised early (prior to vesting), and as of June 30, 2021, 126,501 of the options remained unvested.

Proceeds received related to the

unvested options of $82,000 at June 30, 2021 were recorded in accrued liabilities on the accompanying balance sheets and will be reclassified

to equity as vesting occurs, provided the employees and consultants continue to provide services to the Company.

The vested portion of

the exercises was 257,220 shares at June 30, 2021.

During the six months ended June 30, 2020, the

Company issued 33,263 shares to investors in exchange of cash at $ 4.21 per share.

Issuance of Common Stock and Warrants

During July 2021, as a result of its initial

public offering, the Company issued 5,000,000 shares of common stock and 4,000,000 warrants to investors in exchange for cash at $ 5.00

per unit, consisting of $ 4.99 per share of common stock and $.0125 per four fifths of a warrant.

The warrants have a 5 -year term and

an exercise price of $ 6.00 per warrant.

The underwriters exercised their option to purchase an additional 600,000 warrants, and the Company

received $ 7,500 in proceeds.

As a result of the initial public offering, the

Company’s outstanding convertible notes and unpaid accrued interest were converted into 736,773 shares of common stock.

Additionally,

convertible noteholders were granted a total of 184,193 common stock warrants with a 5 -year term and with an exercise price of $ 6.00 per

The following table summarizes activity for warrants

for the nine months ended September 30, 2021:

(in thousands)

Outstanding, December 31, 2020

Warrants granted

Warrants exercised

Outstanding, September 30, 2021

During July 2021, 438,374 shares of common stock

were allocated to Spectrum Pharmaceuticals, Inc.

in accordance with the anti-dilution provisions of the Company’s Assignment and

Asset Purchase Agreement with Spectrum.

During the nine months ended September 30, 2021,

employees and consultants exercised a total of 383,721 stock options and the Company received $119,000 in proceeds.

A portion of these

options were exercised early (prior to vesting), and as of September 30, 2021, 100,388 of the options remained unvested.

Proceeds received

related to the unvested options of $68,000 at September 30, 2021 were recorded in accrued liabilities on the accompanying balance sheets

and will be reclassified to equity as vesting occurs, provided the employees and consultants continue to provide services to the Company.

The vested portion of the exercises was 283,335 shares at September 30, 2021.

During the nine months ended September 30, 2020,

the Company issued 33,263 shares to investors in exchange of cash at $ 4.21 per share.

During the year ended December 31, 2020, the

5 unchanged sentences

Preferred Stock

As of December 31, 2020 and June 30, 2021, the

Company had 10,000,000 shares of preferred stock authorized, par value of $ 0.001 per share and no shares of preferred stock were issued

or outstanding.

In 2018, the Company adopted the 2018 Equity

Incentive Plan (“2018 Plan”) which allows for the granting of incentive stock options (“ISO”), non-qualified

stock options (“NSO”), stock appreciation rights, restricted stock and restricted stock units to the employees, members of

the board of directors and consultants of the Company.

In 2018, the Company granted ISOs and NSOs to consultants and directors from this

As of December 31, 2020 and June 30, 2021, respectively, 465,116 shares are authorized for issuance and 17,442 shares are available

for future grant under the 2018 Plan.

As of December 31, 2020 and September 30, 2021,

the Company had 10,000,000 shares of preferred stock authorized, par value of $ 0.001 per share and no shares of preferred stock were

issued or outstanding.

Stock-based Compensation

On July 15, 2021, in connection with the completion

of the Company’s IPO, the Company adopted a new comprehensive equity incentive plan, the 2021 Omnibus Equity Incentive Plan (the

“2021 Plan”).

Following the effective date of the 2021 Plan, no further awards may be issued under the 2018 Plan or the 2019

Plan (collectively, the “Prior Plans”).

However, all awards under the Prior Plans that are outstanding as of the effective

date of the 2021 Plan will continue to be governed by the terms, conditions and procedures set forth in the Prior Plans and any applicable

award agreements.

A total of 1,302,326 shares of common stock are reserved for issuance pursuant to the 2021 Plan.

The 2021 Plan provides

for the issuance of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock

units, and other stock-based awards.

In October 2019, the Company adopted the 2019

Stock Option Plan (“2019 Plan”) which allows for the granting of incentive stock options (“ISO”), non-qualified

Stock Option Plan (“2019 Plan”) which allowed for the granting of incentive stock options (“ISO”), non-qualified

stock options (“NSO”) to the employees, members of the board of directors and consultants of the Company.

6 unchanged sentences

shares authorized for issuance to 1,767,442 shares total.

As of June 30, 2021, 1,296,977 shares were available for future grant under

the 2019 Plan.

As of September 30, 2021, no further awards may be issued under the 2019 Plan.

In 2018, the Company adopted the 2018 Equity

Incentive Plan (“2018 Plan”) which allowed for the granting of incentive stock options (“ISO”), non-qualified

stock options (“NSO”), stock appreciation rights, restricted stock and restricted stock units to the employees, members of

the board of directors and consultants of the Company.

In 2018, the Company granted ISOs and NSOs to consultants and directors from this

As of December 31, 2020, 465,116 shares were authorized for issuance and 17,442 shares were available for future grant under the

As of September 30, 2021, no further awards may be issued under the 2018 Plan.

During July 2021, in connection with the appointment

Brigitte Schiller to the Company’s board of directors, the Company granted Dr.

Schiller 17,882 stock options with a ten year

term, an exercise price of $5.00 per option, and a total fair value of $50,000 on the date of grant.

Additionally, the Company granted

Schiller 26,738 restricted stock units with a grant date fair value of $100,000.

Subject to Dr.

Schiller’s continued service,

such options and restricted stock units shall vest upon the one-year anniversary of the date of grant.

As of September 30, 2021, the unrecognized

compensation cost related to outstanding restricted stock units was $0.1 million, which is expected to be recognized as expense over approximately

The following table summarizes activity for stock

options under both plans for the six months ended June 30, 2021:

options under all plans for the nine months ended September 30, 2021:

(in thousands)

2 unchanged sentences

Options exercised

Outstanding, June 30, 2021

Shares vested and exercisable as of June 30, 2021

The grant date fair value of options granted

during the six months ended June 30, 2021 was $ 0.7 million.

As of June 30, 2021, the unrecognized compensation

Outstanding, September 30, 2021

Shares vested and exercisable as of September 30, 2021

The grant date fair value of options granted during

the nine months ended September 30, 2021 was $ 1.3 million.

As of September 30, 2021, the unrecognized compensation

cost related to outstanding stock options was $ 1.5 million, which is expected to be recognized as expense over approximately 2.7 years.

The Company has recorded stock-based compensation

expense, allocated by functional cost as follows for the three and six months ended June 30, 2020 and 2021 (in thousands):

expense, which includes expense related to restricted stock units, allocated by functional cost as follows for the three and nine months

ended September 30, 2020 and 2021 (in thousands):

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Research and development

12 unchanged sentences

Common Stock Fair Value - The

fair value of the common stock underlying the Company’s stock options was estimated at each grant date and was determined on a

periodic basis and based either on transactions with third parties in which common stock was sold for cash or with the assistance of

an independent third-party valuation expert.

The assumptions underlying these valuations represented management’s best estimates,

which involved inherent uncertainties and the application of significant levels of management judgment.

fair value of the common stock underlying the Company’s stock options prior to the initial public offering was estimated at each

grant date and was determined on a periodic basis and based either on transactions with third parties in which common stock was sold

for cash or with the assistance of an independent third-party valuation expert.

The assumptions underlying these valuations represented

management’s best estimates, which involved inherent uncertainties and the application of significant levels of management judgment.

Volatility - The expected volatility

8 unchanged sentences

The following averaged assumptions were used

to calculate the fair value of awards granted to employees, directors and non-employees for the year ended December 31, 2020 and for

the six months ended June 30, 2020 and 2021:

Six Months Ended

to calculate the fair value of awards granted to employees, directors and non-employees for the nine months ended September 30, 2020

Nine Months Ended

September 30,

Expected volatility

2 unchanged sentences

0.44 - 0.51 %

0.61 - 0.92 %

Dividend yield

1 unchanged sentence

5.13 – 6.25 years

loss per share

Net loss per share

The following table sets forth the computation

of basic and diluted net loss per share (in thousands, except share and per share data):

Three Months Ended

September 30,

Nine Months Ended

September 30,

Weighted-average shares outstanding used in computing net loss per share attributable to common stockholders, basic and diluted

4 unchanged sentences

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Options to purchase common stock

On July 13, 2021, the Company entered into an

underwriting agreement with Roth Capital Partners, pursuant to which the Company issued and sold, in an underwritten initial public offering,

5,000,000 units at a public offering price per unit of $ 5.00 .

Each unit consists of one share of common stock and four-fifths of a warrant

to purchase one share of common stock.

The warrants have an exercise price of $ 6.00 per share and are exercisable for a period of five

years after the issuance date.

In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional

750,000 shares of its common stock and/or warrants to purchase up to an additional 600,000 shares of its common stock, at the initial

public offering price, less the underwriting discounts and commissions.

On July 15, 2021, the underwriters exercised their option to

purchase warrants for an additional 600,000 shares of common stock, and the Company received gross proceeds of $7,500 for the exercise.

As a result of its initial public offering (“IPO”),

on July 13, 2021 the Company began trading on the Nasdaq Capital Market under the symbol “UNCY”, and on July 15, 2021 received

approximately $ 23,212,000 in net proceeds after deducting the underwriting discounts and commissions and estimated offering expenses.

The Company intends to use the net proceeds from the IPO to complete pre-clinical and clinical studies, submit regulatory filings to

the FDA, and for general and corporate purposes, including hiring additional management and conducting market research and other commercial

On July 15, 2021, in connection with the

completion of the Company’s IPO, all outstanding convertible notes, including principal and accrued interest, were

automatically converted into shares of common stock.

The conversion was calculated based on 70 % of the IPO price per unit and will

result in the issuance of 736,773 shares of common stock and 184,193 warrants to purchase additional shares of common stock.

On July 15, 2021, in connection with the completion

of the Company’s IPO, the Company adopted a new comprehensive equity incentive plan, the 2021 Omnibus Equity Incentive Plan (the

“2021 Plan”).

Following the effective date of the 2021 Plan, no further awards may be issued under the 2018 Plan or the 2019

Plan (collectively, the “Prior Plans”).

However, all awards under the Prior Plans that are outstanding as of the effective

date of the 2021 Plan will continue to be governed by the terms, conditions and procedures set forth in the Prior Plans and any applicable

award agreements.

A total of 1,302,326 shares of common stock are reserved for issuance pursuant to the 2021 Plan.

The 2021 Plan provides

for the issuance of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock

units, and other stock-based awards.

On July 2, 2021 we entered into an employment

agreement with Mr.

John Townsend, pursuant to which Mr.

Townsend serves as our Chief Financial Officer.

Townsend’s employment

agreement provides for an annual base salary of $220,000 and provides that Mr.

Townsend will be eligible for an annual discretionary

bonus, with a target amount equal to 30% of his base salary, based on the achievement of certain performance objectives established by

our Board of Directors.

In accordance with the terms of Mr.

Townsend’s employment agreement, as soon as reasonably practicable

after the date of an initial public offering of the Company, he will receive a one-time equity grant of 18,605 stock options, which shall

vest over a period of three years from the date of grant.

In addition, Mr.

Townsend’s employment agreement contains standard non-competition

and non-solicitation provisions.

Townsend is also eligible to receive additional equity-based compensation awards as the Company

may grant from time to time.

Townsend’s employment agreement further provides for standard expense reimbursement, vacation

time and other standard executive benefits.

During July 2021, in connection with the completion

of the Company’s IPO, Shalabh Gupta, our Chief Executive Officer, was paid approximately $ 463,000 for previously earned deferred

compensation and approximately $ 219,000 for previously earned bonus amounts.

Gupta was also repaid $ 216,000 for previous loans made

to the Company.

In connection with the completion of the Company’s

IPO, additional shares of common stock will be issued to Spectrum Pharmaceuticals, Inc., in September of 2021.

The Company’s agreement

with Spectrum contains an anti-dilution clause such that Spectrum maintains an ownership interest in the Company at 4 % of the Company’s

shares on a fully-diluted basis.

The anti-dilution clause automatically expired after July 13, 2021 due to the Company attaining a market

capitalization of more than $ 50 million as a result of the IPO.

Warrants to purchase common stock

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements