Unicycive Therapeutics, Inc. 10-Q

ITEM 5. OTHER INFORMATION Rule 10b5-1 Trading Plans During the three months ended September 30, 2024, no Section 16 officers and directors adopted , modified or terminated a “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K of the Exchange Act), except that on September 20, 2024 , Shalabh Gupta , M.D., our Chief Executive Officer , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 900,000 shares of our common stock beginning on January 20, 2025 and terminating on January 19, 2026 . Certificate of Correction On November 8, 2024, we filed a Certificate of Correction with the Secretary of State of Delaware (“Certificate of Correction”) for our Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (“Series B Certificate of Designation”) filed with the Secretary of State of Delaware on March 14, 2024. The Certificate of Correction was filed to correct certain scrivener’s errors in the Series B Certificate of Designation with respect to voting rights for the Series B Convertible Preferred Stock under Section 4(a) and conversion at the option of holder under Section 6(c) thereof. Specifically, Section 4(a) of the Series B Certificate of Designation inadvertently stated that the “Voting Conversion Price” be used for determining the as-converted amount of the Series B Convertible Preferred Stock instead of using the “Conversion Price” for such determination and also failed to reference the limitations imposed by Section 6(f). In addition, Section 6(c) of the Series B Certificate of Designation inadvertently used a fixed number of shares of common stock into which shares of Series B-2 Convertible Preferred Stock convert into (one thousand shares), instead of based on the conversion rate equal to the Stated Value ($1,000) divided by the Conversion Price ($1.00). Pursuant to Section 103(f) of the Delaware General Corporation Law, the correction was effective as of March 14, 2024, except as to those persons who are substantially and adversely affected by the correction, and as to those persons the correction was effective as of November 8, 2024. The foregoing description of the Certificate of Correction is qualified in its entirety by reference to the full text of the Certificate of Correction, which is filed herewith as Exhibit 3.1 and incorporated herein by reference. ITEM 6. EXHIBITS Exhibit No. Description 3.1 Certificate of Correction to Series B Preferred Certificate of Designation filed with the Delaware Secretary of State on November 8, 2024 31.1 Certification of Principal Executive Officer required under Rule 13a-14(a)/15d-14(a) under the Exchange Act. 31.2 Certification of Principal Financial Officer required under Rule 13a-14(a)/15d-14(a) under the Exchange Act. 32.1 Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS Inline XBRL Instance Document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). @ Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit were omitted by means of marking such portions with an asterisk because such information is both not material and is the type that the Company treats as private or confidential. 40 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on the 13th day of November, 2024. Signature Title Date /s/ Shalabh Gupta Chief Executive Officer, President and Chairman November 13, 2024 Shalabh Gupta (Principal Executive Officer) /s/ John Townsend Chief Financial Officer November 13, 2024 John Townsend (Principal Financial and Accounting Officer) 41