What changed in this filing

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Item 1. Financial Statements

2025-11-12 compared with 2025-08-14 · 352 added, 263 removed, 1042 unchanged (37% of the section changed)

3 unchanged sentences

(In thousands, except for share and per share

September 30,

Current assets:

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Stockholders’ equity:

Series A-2 Prime preferred stock, $ 0.001 par value per share – 21,400 Series A-2 Prime shares authorized at December 31, 2024, and June 30, 2025;

6,150.21 and 5,464.21 Series A-2 Prime shares issued and outstanding at December 31, 2024, and June 30, 2025, respectively

Series B-2 preferred stock, $ 0.001 par value per share – 50,000 Series B-2 shares authorized at December 31, 2024, and June 30, 2025;

3,000 and zero Series B-2 shares issued and outstanding at December 31, 2024, and June 30, 2025, respectively

Preferred stock, $ 0.001 par value per share— 10,000,000 shares

authorized at December 31, 2024, and June 30, 2025;

zero shares issued and outstanding at December 31, 2024, and June 30, 2025

Common stock, $ 0.001 par value per share – 400,000,000 shares authorized at December 31, 2024, and June 30, 2025;

11,384,236 and 14,111,852 shares issued and outstanding at December 31, 2024, and June 30, 2025, respectively

Series A-2 Prime preferred stock, $ 0.001 par value per share – 21,400 Series A-2 Prime shares authorized at December 31, 2024, and September 30, 2025;

6,150.21 and 2,265 Series A-2 Prime shares issued and outstanding at December 31, 2024, and September 30, 2025, respectively

Series B-2 preferred stock, $ 0.001 par value per share – 50,000 Series B-2 shares authorized at December 31, 2024, and September 30, 2025;

3,000 and zero Series B-2 shares issued and outstanding at December 31, 2024, and September 30, 2025, respectively

Preferred stock, $ 0.001 par value per share— 10,000,000 shares authorized at December 31, 2024, and September 30, 2025;

zero shares issued and outstanding at December 31, 2024, and September 30, 2025

Common stock, $ 0.001 par value per share – 400,000,000 shares

authorized at December 31, 2024, and September 30, 2025;

11,384,236 and 20,850,363 shares issued and outstanding at December 31, 2024,

and September 30, 2025, respectively

Additional paid-in capital

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Three Months Ended

Six Months Ended

September 30,

Nine months ended

September 30,

Operating expenses:

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Total other income (expenses)

Net income (loss)

Dividend to Series B-1 preferred stockholders

Net income attributable to participating securities

Net income (loss) attributable to common stockholders

Net income (loss) per share attributable to common stockholders, basic

Net loss per share attributable to common stockholders, diluted

Weighted-average shares outstanding used in computing net income (loss) per share, basic

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

Net loss attributable to common stockholders

Net loss per share attributable to common stockholders, basic and diluted

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

See accompanying notes to the financial statements

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(In thousands, except share amounts)

Series A-2 Prime

Preferred Stock

Balance at December 31, 2023

Issuance of Series B-1 preferred stock, net of issuance costs

Dividends on Series B-1 preferred stock

Exchange of Series A-2 preferred stock for Series A-2 Prime preferred stock

Conversion of Series A-2 Prime preferred stock into common stock

Issuance of common stock for exercise of options

Stock-based compensation expense

Balance at March 31, 2024

Dividends Paid on Series B-1 preferred stock

Conversion of Series A-2 Prime preferred stock into common stock

Issuance of common stock for exercise of options

Stock-based compensation expense

Balance at June 30, 2024

Series A-2 Prime

Preferred Stock

Stockholders’

at December 31, 2023

of Series B-1 preferred stock, net of issuance costs

on Series B-1 preferred stock

of Series A-2 preferred stock for Series A-2 Prime preferred stock

of Series A-2 Prime preferred stock into common stock

of common stock for exercise of options

compensation expense

at March 31, 2024

Paid on Series B-1 preferred stock

of Series A-2 Prime preferred stock into common stock

of common stock for exercise of options

compensation expense

at June 30, 2024

of Series A-2 Prime preferred stock into common stock

of Series B-2 preferred stock and common stock upon conversion of Series B-1 preferred stock

of common stock for exercise of options

compensation expense

at September 30, 2024

Preferred Stock

Balance at December 31, 2024

at December 31, 2024

$ ( 101,270 )

Conversion of Series A-2 Prime preferred stock into common stock

Issuance of common stock for cash, net of issuance costs

Stock-based compensation expense

Balance at March 31, 2025

of Series A-2 Prime preferred stock into common stock

of common stock for cash, net of issuance costs

compensation expense

at March 31, 2025

$ ( 100,700 )

Issuance of Series A-3 preferred stock upon exercise of warrants

Conversion of Series B-2 preferred stock into common stock

Conversion of Series A-3 preferred stock into common stock

Issuance of common stock for vested restricted stock units

Issuance of common stock for cash, net of issuance costs

Stock-based compensation expense

Balance at June 30, 2025

of Series A-3 preferred stock upon exercise of warrants

of Series B-2 preferred stock into common stock

of Series A-3 preferred stock into common stock

of common stock for vested restricted stock units

of common stock for cash, net of issuance costs

compensation expense

at June 30, 2025

$ ( 107,147 )

of Series A-2 Prime preferred stock into common stock

of common stock for vested restricted stock units

of common stock for cash, net of issuance costs

Reverse split share adjustment

compensation expense

at September 30, 2025

$ ( 113,158 )

See accompanying notes to the financial statements

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(In thousands)

Six Months Ended

Nine months ended

September 30,

Cash flows from operating activities

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Proceeds from secondary public offering

Commissions paid on settlement

Commissions paid on secondary public offering

Payments on financed insurance policies

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Net cash provided by financing activities

Net increase (decrease) in cash and cash equivalents

Net increase in cash and cash equivalents

Cash and cash equivalents at the beginning of the period

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Supplemental cash flow information

Accrued dividends on preferred stock

Issuance of Series B-2 preferred stock and common stock upon conversion of Series B-1 preferred stock

Deferred insurance charges included in prepaid expenses and other current assets

1 unchanged sentence

Cash paid for interest

Cash paid for income taxes

See accompanying notes to the financial statements

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Unicycive Therapeutics, Inc.

(“the Company”)

was incorporated in the State of Delaware on August 18, 2016 .

The Company was dormant until July 2017 when it began evaluating a number

of drug candidates for in-licensing.

(“we”, “the Company”) was incorporated in the State of Delaware on August 18, 2016 .

The Company in-licensed the drug candidate UNI

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

As of December 31, 2024 and June

As of December 31, 2024 and September

30, 2025, the Company had an accumulated deficit of $ 101.3 million and $ 113.2 million, respectively.

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through or to Guggenheim Securities, LLC acting as sales agent or principal.

During the six months ended June 30, 2025, the Company sold

2,009,616 shares of common stock at an average price of $ 6.07 per share and paid $ 379,000 in commissions, resulting in net proceeds to

the Company of approximately $ 12.2 million.

During the nine months ended September 30, 2025,

the Company sold 8,046,736 shares of common stock pursuant to a sales agreement, with Guggenheim Securities, LLC, at an average price

of $ 4.94 per share and paid $ 1.2 million in commissions, resulting in net proceeds to the Company of approximately $ 38.6 million.

The Company expects to continue incurring losses

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The accompanying unaudited financial statements

of the Company as of June 30, 2025 have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X

and, accordingly, they do not include all information and footnote disclosures required by accounting principles generally accepted in

The Company believes the footnotes and other disclosures made in the financial statements are adequate for a fair

presentation of the results of the interim periods presented.

The financial statements include all adjustments (solely of a normal recurring

nature) which are, in the opinion of management, necessary to make the information presented not misleading.

You should read these financial

statements and the accompanying notes in conjunction with the financial statements and notes thereto included in the Company’s Annual

Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the U.S.

Securities and Exchange Commission on March 31, 2025.

of the Company as of September 30, 2025 have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation

S-X and, accordingly, they do not include all information and footnote disclosures required by accounting principles generally accepted

in the “GAAP”.

The Company believes the footnotes and other disclosures made in the financial statements are adequate

for a fair presentation of the results of the interim periods presented.

The financial statements include all adjustments (solely of a

normal recurring nature) which are, in the opinion of management, necessary to make the information presented not misleading.

read these financial statements and the accompanying notes in conjunction with the financial statements and notes thereto included in

the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the U.S.

Securities and Exchange

Commission on March 31, 2025.

Use of Estimates

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that may be issued (and have since been issued – see Note 10), subject to shareholder approval, upon conversion of the Series A-1

Preferred Stock.

The Company accounts for these warrants as liabilities (in accordance with ASC 480, Distinguishing Liabilities from

Equity ) on the balance sheets as a result of certain redemption clauses that are not within the control of the Company.

liability was initially measured at fair value and is remeasured at fair value each reporting period.

Changes in the fair value of the

warrant liability are recognized in earnings during each period.

The warrant liability is measured using Level 3 fair value inputs.

Note 10 for a description of warrant liability and the related valuations.

Preferred Stock which was received on June 26, 2023.

The Company accounts for these warrants as liabilities (in accordance with

ASC 480, Distinguishing Liabilities from Equity ) on the balance sheets as a result of certain redemption clauses that are not within

the control of the Company.

The warrant liability was initially measured at fair value and is remeasured at fair value each reporting

Changes in the fair value of the warrant liability are recognized in earnings during each period.

The warrant liability is measured

using Level 3 fair value inputs.

See Note 10 for a description of warrant liability and the related valuations.

Segment Information

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of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition.

If these cash flows are less than the carrying amount of the asset, an impairment charge is recognized

in the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset .

During the six months ended

June 30, 2024 and 2025, management determined there were no impairments of the Company’s property and equipment.

If these cash flows are less than the carrying amount of the asset, an impairment charge is recognized in the amount by which the carrying

amount of the asset exceeds the estimated fair value of the asset.

During the nine months ended September 30, 2024 and 2025, management

determined there were no impairments of the Company’s property and equipment.

The Company determines whether a contract is,

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The Company records

the right-of-use asset at the amount of the lease liability plus any prepaid rent, amounts paid for lessor-owned leasehold improvements,

and initial direct costs, less any lease incentives and accrued rent.

Lease liabilities are recognized at lease commencement based upon

the estimated present value of unpaid lease payments over the lease term.

The right-of-use assets are reviewed for impairment whenever

events or changes in circumstances exist that indicate the carrying amount may not be recoverable.

The Company uses its incremental borrowing

rate based on the information available at lease commencement in determining the present value of unpaid lease payments.

the right-of-use asset at the amount of the lease liability plus any prepaid rent, and initial direct costs, less any lease

incentives and accrued rent.

Lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease

payments over the lease term.

The right-of-use assets are reviewed for impairment whenever events or changes in circumstances exist that

indicate the carrying amount may not be recoverable.

The Company uses its incremental borrowing rate based on the information available

at lease commencement in determining the present value of unpaid lease payments.

Fair Value of Financial Instruments

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The following table summarizes the fair value hierarchy of financial

liabilities measured at fair value as of June 30, 2025 (in thousands):

liabilities measured at fair value as of September 30, 2025 (in thousands):

Warrant liability

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are attributable to unobservable inputs (in thousands):

Six Months Ended

Nine months ended

September 30,

Fair value at January 1, 2024

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Fair value at June 30, 2024

Six Months Ended

Change in fair value of warrants

Fair value at September 30, 2024

Nine months ended

September 30,

Fair value at January 1, 2025

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Fair value at June 30, 2025

Change in fair value of warrants

Fair value at September 30, 2025

The expense relating to the change in fair value

of the warrant liability of $ 5.0 million and $ 8.7 million for the six months ended June 30, 2024 and June 30, 2025 respectively is included

in other income (expenses) in the statements of operations.

of the warrant liability of $ 6.8 million and $ 9.8 million for the nine months ended September 30, 2024 and September 30, 2025 respectively

is included in other income (expenses) in the statements of operations.

ASC 820, Fair Value Measurement and Disclosures

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to estimate fair value.

As of December 31, 2024, and June 30, 2025, the recorded values of cash and cash equivalents, accounts payable,

As of December 31, 2024, and September 30, 2025, the recorded values of cash and cash equivalents, accounts payable,

and accrued liabilities approximated fair value due to the short-term nature of the instruments.

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to other adverse conditions in the financial or credit markets.

No such losses have been incurred through June 30, 2025.

No such losses have been incurred through September 30, 2025.

Prepaid Expenses and Other Current Assets

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requires the input of subjective assumptions, including expected common stock volatility, expected dividend yield, expected term, risk-free

interest rate, and the estimated fair value (prior to the Company’s initial public offering) or the public market closing price

of the Company’s underlying common stock on the date of grant.

interest rate, and the public market closing price of the Company’s underlying common stock on the date of grant.

The Company accounts for corporate income taxes

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We are monitoring legislation for any further changes to Section 174 and the impact, if any, to the financial statements in 2025.

On July 4, 2025, the “One big Beautiful

Bill Act (OBBBA) was signed into law.

This legislation introduces a number of new changes to the Internal Revenue Code.

As the Company

does not currently generate taxable income, we do not expect the legislation to have a material impact on our tax posture.

will continue to maintain a full valuation allowance against its net deferred tax assets.

On July 4, 2025, the “One Big

Beautiful Bill Act” (OBBBA) was signed into law.

This legislation introduces a number of new changes to the Internal Revenue

As the Company does not currently generate taxable income, we do not expect the legislation to have a material impact on our

tax position.

The Company will continue to maintain a full valuation allowance against its net deferred tax assets.

Comprehensive Loss

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to the development and commercialization of Oxylanthanum Carbonate (“OLC”).

In June 2024, the Company entered into the First Amendment to Manufacturing

and Supply Agreement with Shilpa (the “Amendment”) in anticipation of an increased manufacturing demand for OLC.

to the Amendment, the Company has agreed to make a binding purchase order for tablets of OLC and Shilpa has agreed to deliver such order

by September 30, 2025.

In addition, the Company has agreed to order additional tablets for delivery between December 31, 2025, and September

Further, the Company has agreed to make certain milestone payments and to provide certain funding to Shilpa for a new manufacturing

The initial term of the Agreement shall continue until the eighth (8th) anniversary of the date of receipt by the Company of FDA

approval of its NDA of OLC (the “Initial Term”).

Following the Initial Term, the Agreement shall continue in effect for consecutive

periods of four (4) years each unless earlier terminated pursuant to the terms of the Agreement.

In June 2024, the Company entered into the

First Amendment to Manufacturing and Supply Agreement with Shilpa (the “Amendment”) in anticipation of an increased

manufacturing demand for OLC.

Pursuant to the Amendment, the Company has agreed to make a binding purchase order for tablets of OLC

and Shilpa has agreed to deliver such order by September 30, 2025.

In addition, the Company has agreed to order additional

tablets for delivery between December 31, 2025, and September 30, 2026.

Further, the Company has agreed to make certain milestone

payments and to provide certain funding to Shilpa for a new manufacturing line.

The initial term of the Agreement shall continue

until the eighth (8th) anniversary of the date of receipt by the Company of FDA approval of its NDA of OLC (the “Initial

Following the Initial Term, the Agreement shall continue in effect for consecutive periods of four (4) years each

unless earlier terminated pursuant to the terms of the Agreement.

In October 2017, the Company entered into an exclusive

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represents sublicense income as described in the Spectrum Agreement, and 20 % of the amount received has been accrued as an R&D expense

in the accompanying statements of operations for the six months ended June 30, 2025.

in the accompanying statements of operations for the nine months ended September 30, 2025.

On January 6, 2022, the Company entered into a

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Related payments totaling approximately $ 2.9 million

have been paid to Quotient as of June 30, 2025, approximately $ 2.9 million of related expense has been recorded, and there is no prepaid

balance in the accompanying balance sheets as of December 31, 2024 and June 30, 2025, respectively.

have been paid to Quotient as of September 30, 2025, approximately $ 2.9 million of related expense has been recorded, and there is no

prepaid balance in the accompanying balance sheets as of December 31, 2024 and September 30, 2025, respectively.

On April 10, 2023, the Company entered into an

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The budget for these services is approximately $ 2.9 million.

Approximately $ 2.9 million has been paid to Inotiv as of June 30, 2025 and

there is no prepaid balance in the accompanying balance sheets as of December 31, 2024 and June 30, 2025, respectively.

Approximately $ 2.9 million has been paid to Inotiv as of September 30, 2025

and there is no prepaid balance in the accompanying balance sheets as of December 31, 2024 and September 30, 2025, respectively.

On July 14, 2022, the Company entered into a license

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On June 29, 2023 and October 26, 2023, the Company

entered into services agreements with Shilpa Medicare Ltd related to NDA filing support for Oxylanthanum Carbonate.

The agreements provide

for total payments of up to $ 6.5 million, and the Company has made $ 6.5 million in payments pursuant to the agreements as of June 30,

entered into services agreements with Shilpa related to NDA filing support for Oxylanthanum Carbonate.

The agreements provide for

total payments of up to $ 4.5 million, and the Company has made $ 4.5 million in payments pursuant to the agreements as of September 30,

Balance Sheet Components

Prepaid expenses and other current assets as of

December 31, 2024 and June 30, 2025 consisted of the following (in thousands):

December 31, 2024 and September 30, 2025 consisted of the following (in thousands):

September 30,

Prepaid directors’ and officers’ liability insurance premiums

Prepaid preclinical services

Property and equipment as of December 31, 2024 and June 30, 2025 consisted

of the following (in thousands):

Prepaid drug manufacturing supply costs

Property and equipment as of December 31, 2024 and September 30, 2025

consisted of the following (in thousands):

September 30,

Leasehold improvements

2 unchanged sentences

Less accumulated depreciation

Accounts payable as of December 31, 2024 and June

Accounts payable as of December 31, 2024 and September

30, 2025 consisted of the following (in thousands):

September 30,

Trade accounts payable

1 unchanged sentence

Accrued liabilities as of December 31, 2024 and

June 30, 2025 consisted of the following (in thousands):

September 30, 2025 consisted of the following (in thousands):

September 30,

Accrued labor costs

1 unchanged sentence

Operating Lease

The Company leases office space under an operating

In December 2021, the Company entered into a lease agreement for 2,367 square feet of office space commencing December 1, 2021.

The Company leases office space under an

operating lease.

In December 2021, the Company entered into a lease agreement for 2,367 square feet of office space commencing

December 1, 2021.

The initial lease term was for two years , and there was an option to extend the lease for an additional year.

On March 3, 2023, the Company

expanded its leased space through a lease amendment by an additional 2,456 square feet commencing March 15, 2023.

The term of the amended

lease is for three years with an option to extend the lease for three additional years .

On June 28, 2024, the Company further expanded

its leased space through a lease amendment by an additional 2,581 square feet commencing July 15, 2024.

The term of the amended lease

unifies with the current expiration of the lease.

March 3, 2023, the Company expanded its leased space through a lease amendment by an additional 2,456 square feet commencing March

The term of the amended lease is for three years with an option to extend the lease for three additional years .

28, 2024, the Company further expanded its leased space through a lease amendment by an additional 2,581 square feet commencing July

The term of the amended lease unifies with the current expiration of the lease which is March 31, 2026.

The lease amendment represents a modification

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borrowing rate of 10 %.

During the six months ended June 30, 2024 and June 30, 2025, the Company reflected amortization of right-of-use

asset of approximately $ 148,000 and $ 259,000 , respectively, resulting in a right of use asset balance of approximately $ 0.4 million at

June 30, 2025.

During the six months ended June 30, 2024 and

June 30, 2025, the Company made cash payments on the lease of $ 0.2 million and $ 0.3 million, respectively towards the lease liabilities.

As of June 30, 2025, the total lease liability was approximately $ 0.4 million.

As of June 30, 2025, maturities of the Company’s

During the nine months ended September 30, 2024 and September 30, 2025, the Company reflected amortization of right-of-use

asset of approximately $ 0.3 million and $ 0.4 million, respectively, resulting in a right-of-use asset balance of approximately

$ 0.2 million at September 30, 2025.

During the nine months ended September 30, 2024

and September 30, 2025, the Company made cash payments on the lease of $ 0.3 million and $ 0.5 million, respectively towards the lease liabilities.

As of September 30, 2025, the total lease liability was approximately $ 0.3 million.

As of September 30, 2025, maturities of the Company’s

lease liabilities are as follows (in thousands, unaudited):

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Contingencies

The Company is subject to claims and legal proceedings

that arise in the ordinary course of business.

Such matters are inherently uncertain, and there can be no guarantee that the outcome of

any such matter will be decided favorably to the Company or that the resolution of any such matter will not have a material adverse effect

upon the Company’s financial statements.

The Company currently has no pending claims or legal proceedings.

The Company is subject to claims and legal

proceedings that arise in the ordinary course of business.

Such matters are inherently uncertain, and there can be no guarantee that

the outcome of any such matter will be decided favorably to the Company or that the resolution of any such matter will not have a

material adverse effect upon the Company’s financial statements.

On August 15, 2025, a putative shareholder class action

complaint captioned Elkhodari v.

Unicycive Therapeutics, Inc., et al.

3:25-cv-06923-JD (the “Securities Class

Action”), was filed in the U.S.

District Court for the Northern District of California, naming the Company and certain current

officers and/or directors of the Company as defendants.

The lawsuit alleges that the Company made material misrepresentations and/or

omissions of material fact relating to the prospects of a New Drug Application (“NDA”) for oxylanthanum carbonate

(“OLC”) for the treatment of hyperphosphatemia in CKD patients on dialysis (the “OLC NDA”) in violation of

Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 promulgated

The putative class action is brought on behalf of persons or entities who purchased or otherwise acquired the

Company’s securities between March 29, 2024, and June 27, 2025, inclusive, and seeks unspecified monetary damages on behalf of

the putative class and an award of costs and expenses, including attorneys’ fees.

A hearing on the motion for Lead Plaintiff

is currently set for November 20, 2025.

At this early stage of the proceedings, the Company is unable to make any prediction

regarding the outcome of the Securities Class Action.

On October 30 and November 7, 2025, two shareholder

derivative actions captioned Jackson v.

Gupta, et al.

3:25-cv-09338-SK (the “ Jackson Action”), and

Gupta, et al.

3:25-cv-09625-PHK (the “ Henry Action” and collectively with the Jackson

Action, the “Derivative Actions”), respectively, were filed in the U.S.

District Court for the Northern District of California

against certain members of the Company’s board of directors and officers.

The plaintiffs purport to bring these actions derivatively

on behalf of the Company, and the Company is a nominal defendant in the action.

The derivative complaints allege, among other things,

that the individual defendants authorized or permitted materially false statements and/or material omissions regarding the prospects of

the Company’s OLC NDA.

The derivative complaints assert claims for violations of Section 14(a) of the Exchange Act and Rule 14a-9

promulgated thereunder, as well as claims for breach of fiduciary duty, gross mismanagement, waste of corporate assets, and unjust enrichment.

The derivative complaints seek unspecified damages on behalf of the Company, corporate governance reforms, disgorgement and restitution,

and an award of costs and expenses to the derivative plaintiff, including attorneys’ fees.

At this early stage of the proceedings,

the Company is unable to make any prediction regarding the outcome of the Derivative Actions.

It is possible that additional lawsuits will be

filed or allegations will be made by stockholders with respect to these same or other matters also naming the Company and/or our officers

and directors as defendants.

The Company intends to vigorously defend against the claims brought by the plaintiffs in each of these matters.

Such lawsuits are subject to inherent uncertainties, and the actual

defense and disposition costs will depend upon many unknown factors.

The outcome of the pending lawsuits and any other related lawsuits

is necessarily uncertain.

The Company could be forced to expend significant resources and may incur substantial legal fees and costs in

defending against the pending lawsuits and any other related lawsuits, and we may not prevail.

Monitoring, initiating and defending against

legal actions is time-consuming for our management, is likely to be expensive, and may detract from the ability to fully focus internal

resources on business activities.

Additionally, the Company may not be successful in having any such lawsuits dismissed or settled within

the limits of insurance coverage.

Given the early stage of these lawsuits and the inherent uncertainty of litigation, the Company cannot

predict how long it may take to resolve the pending lawsuits or the potential outcome or possible amount of any damages.

As such, we currently

are unable to reasonably estimate the possible losses or a range of possible losses that may result from these matters, if any.

associated with the pending lawsuits and any potential related lawsuits could be material to the consolidated financial statements if

we do not prevail in the defense of such lawsuits, or even if we do prevail.

Indemnification

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Company contributions to the 401(k) Plan totaled approximately $ 104 ,000 and $ 134 ,000 for the

six months ended June 30, 2024 and June 30, 2025, respectively.

nine months ended September 30, 2024 and September 30, 2025, respectively.

Stockholders’ Equity Deficit

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Reverse Stock Split

On June 18, 2025, the Company filed the Charter

Amendment with the Secretary of State of the State of Delaware to effectuate a reverse stock split.

The Company’s common stock began

trading on a split-adjusted basis at the opening of trading on the Nasdaq Capital Market on June 20, 2025.

When the reverse stock split

became effective, every 10 shares of common stock were automatically reclassified and combined into one share of common stock.

No fractional

shares were issued as a result of the split.

Stockholders who would otherwise be entitled to receive a fractional share will instead automatically

have their fractional interests rounded up to the next whole share, after aggregating all the fractional interests of a holder resulting

from the split.

The split affects all stockholders uniformly and will not change any stockholder’s percentage ownership interest

or any stockholder’s proportionate voting power, except for immaterial changes that may result from the treatment of fractional

The split did not change the number of authorized shares of common stock or the par value per share of the common stock.

On June 18, 2025, the Company filed the

Charter Amendment with the Secretary of State of the State of Delaware to effectuate a reverse stock split.

The Company’s

common stock began trading on a split-adjusted basis at the opening of trading on the Nasdaq Capital Market on June 20, 2025.

the reverse stock split became effective, every 10 shares of common stock were automatically reclassified and combined into one

share of common stock.

No fractional shares were issued as a result of the split.

Stockholders who would otherwise be entitled to

receive a fractional share will instead automatically have their fractional interests rounded up to the next whole share, after

aggregating all the fractional interests of a holder resulting from the split.

The split affects all stockholders uniformly and will

not change any stockholder’s percentage ownership interest or any stockholder’s proportionate voting power, except for

immaterial changes that may result from the treatment of fractional shares.

The split did not change the number of authorized shares

of common stock or the par value per share of the common stock.

As a result of the reverse stock split, proportionate

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offering, the Company issued 500,000 shares of common stock and 400,000 warrants to investors in exchange for cash at $ 50.00 per unit,

consisting of $ 49.90 per share of common stock and $ .125 per four fifths of a warrant.

consisting of $ 49.90 per share of common stock and $.

0.1 per four fifths of a warrant.

The warrants have a 5 -year term and an exercise

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are equity classified.

The following table summarizes activity for the Company’s IPO warrants for the six months ended June 30,

The following table summarizes activity for the Company’s IPO warrants for the nine months ended September

Number of Average

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Warrants exercised - - - -

Outstanding, June 30, 2025 478,419 60.00 1.04 -

Outstanding, September 30, 2025 478,419 60.00 0.79 -

See Note 10 for information on preferred stock

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shares of common stock upon conversion of 686 shares of the Company’s Series A-2 Prime Preferred Stock.

On June 11, 2025, the Company issued 300,000 shares

of common stock upon conversion of 3,000 shares of the Company’s Series B-2 Preferred Stock.

On August 26, 2025, the Company issued 652,900

shares of common stock upon conversion of 3,199.21 shares of the Company’s Series A-2 Prime Preferred Stock.

Voting Rights of Common Stock

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The Company has used the net proceeds from

the Preferred Stock Offering to support the Company’s New Drug Application (NDA) submission for approval of Oxylanthanum Carbonate

for the treatment of hyperphosphatemia and, if approved, for the commercial launch of Oxylanthanum Carbonate in the U.S.

the Preferred Stock Offering to support the Company’s “New Drug Application” (NDA) submission for approval of

Oxylanthanum Carbonate for the treatment of hyperphosphatemia and, if approved, for the commercial launch of Oxylanthanum Carbonate in

Pursuant to the Series A Certificate of Designation,

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of commercial sales of Oxylanthanum Carbonate.

The Company had designated 30,190 shares of Series A-1 Preferred Stock,

1,800,000 shares of Series A-2 Preferred Stock, 1,800,000 shares of Series A-3 Preferred Stock, 1,800,000 shares of Series A-4 Preferred

Stock, and 3,600,000 shares of Series A-5 Preferred Stock, together the “Series A Preferred Stock”.

The Series A Preferred

Stock has a par value of $ 0.001 per share.

The Series A Certificate of Designation states that, to the extent that the conversion of the

Series A-1 preferred stock as well as the exercise of the Warrants into Series A-2, Series A-3, Series A-4, and Series A-5 preferred stock

results in a beneficial ownership interest in excess of the maximum percentage of common stock upon conversion, the holders will receive

the as converted equivalent for the remaining shares in preferred stock.

The Company had designated 30,190 shares of Series

A-1 Preferred Stock, 1,800,000 shares of Series A-2 Preferred Stock, 1,800,000 shares of Series A-3 Preferred Stock, 1,800,000 shares

of Series A-4 Preferred Stock, and 3,600,000 shares of Series A-5 Preferred Stock, together the “Series A Preferred Stock”.

The Series A Preferred Stock has a par value of $ 0.001 per share.

The Series A Certificate of Designation states that, to the extent that

the conversion of the Series A-1 preferred stock as well as the exercise of the Warrants into Series A-2, Series A-3, Series A-4, and

Series A-5 preferred stock results in a beneficial ownership interest in excess of the maximum percentage of common stock upon conversion,

the holders will receive the as converted equivalent for the remaining shares in preferred stock.

The Company determined that the Warrants are freestanding

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Refer to Note 10 for disclosures related to the Warrants.

On June 26, 2023, the Company held its annual

shareholder meeting and, as a result, shareholder approval for the conversion of the Series A-1 Preferred Stock was obtained.

11, 2023, pursuant to the Series A Certificate of Designation, the Company issued 1,951,621 shares of common stock (see Note 9) and 43,649

On June 26, 2023, the Company held its

annual shareholder meeting and, as a result, shareholder approval for the conversion of the Series A-1 Preferred Stock was obtained.

On July 11, 2023, pursuant to the Series A Certificate of Designation, the Company issued 1,951,621 shares of common stock and

43,649 shares of Series A-2 Preferred Stock in partial settlement of the auto-conversion of the Series A-1 preferred shares.

As of December 31,

2023, there were zero shares of Series A-1 preferred stock issued and outstanding and there were 43,649 shares of Series A-2 Preferred

Stock issued and outstanding.

December 31, 2023, there were zero shares of Series A-1 preferred stock issued and outstanding and there were 43,649 shares of

Series A-2 Preferred Stock issued and outstanding.

The Series A-2, A-3, A-4, and A-5 Preferred Stock

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is then-convertible on all matters submitted to a vote of stockholders.

At the option of the holder thereof, as of the date of the issuance

of the Series A-1 Preferred on March 3, 2023, each share of Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred

Stock, or Series A-5 Preferred Stock shall be convertible into one share of common stock.

At the option of the holder thereof, as of the

date of the issuance of the Series A-1 Preferred on March 3, 2023, each share of Series A-2 Preferred Stock, Series A-3 Preferred Stock,

Series A-4 Preferred Stock, or Series A-5 Preferred Stock shall be convertible into one share of common stock.

Exchange Agreement

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Liquidation .

Upon any Liquidation, the

assets of the Company available for distribution to its stockholders shall be distributed among the holders of the shares of Series A

Preferred Stock and common stock, pro rata based on the number of shares held by each such holder, treating for this purpose all shares

of Series A Preferred Stock as if they had been converted to common stock pursuant to the terms of the Amended Certificate of Designation

immediately prior to such Liquidation, without regard to any limitations on conversion set forth in the Amended Certificate of Designation

or otherwise.

Subject to the limitations set

forth in the Amended Certificate of Designation, at the option of the holder, each share of Series A-2 Prime Preferred Stock, Series A-3

Convertible Preferred Stock, Series A-4 Convertible Preferred Stock or Series A-5 Convertible Preferred Stock shall be convertible into

a number shares of common stock obtained by dividing the Original Per Share Price ($ 1,000 ) of each such share of Series A-2 Prime Convertible

Preferred Stock, Series A-3 Convertible Preferred Stock, Series A-4 Convertible Preferred Stock or Series A-5 Convertible Preferred Stock

by the applicable conversion price of $ 4.90 , $ 0.54 , $ 0.59 and $ 0.74 for the Series A-2 Prime Convertible Preferred Stock, Series A-3 Convertible

Preferred Stock, Series A-4 Convertible Preferred Stock or Series A-5 Convertible Preferred Stock, respectively.

Pursuant to the terms

of the Certificate of Correction to the Amended Series A Certificate of Designation filed on August 13, 2025 (which correction was effective

as of March 14, 2024 pursuant to Section 103(f) of the Delaware General Corporation Law), there was no adjustment to the conversion prices

for the Series A-3, A-4 and A-5 Preferred Stock as there were no shares outstanding in such series of preferred stock at the time of the

reverse stock split.

Upon any Liquidation,

the assets of the Company available for distribution to its stockholders shall be distributed among the holders of the shares of

Series A Preferred Stock and common stock, pro rata based on the number of shares held by each such holder, treating for this

purpose all shares of Series A Preferred Stock as if they had been converted to common stock pursuant to the terms of the Amended

Certificate of Designation immediately prior to such Liquidation, without regard to any limitations on conversion set forth in the

Amended Certificate of Designation or otherwise.

Subject to the

limitations set forth in the Amended Certificate of Designation, at the option of the holder, each share of Series A-2 Prime

Preferred Stock, Series A-3 Convertible Preferred Stock, Series A-4 Convertible Preferred Stock or Series A-5 Convertible Preferred

Stock shall be convertible into a number shares of common stock obtained by dividing the Original Per Share Price ($ 1,000 ) of each

such share of Series A-2 Prime Convertible Preferred Stock, Series A-3 Convertible Preferred Stock, Series A-4 Convertible Preferred

Stock or Series A-5 Convertible Preferred Stock by the applicable conversion price of $ 4.90 , $ 0.54 , $ 0.59 and $ 0.74 for the Series

A-2 Prime Convertible Preferred Stock, Series A-3 Convertible Preferred Stock, Series A-4 Convertible Preferred Stock or Series A-5

Convertible Preferred Stock, respectively.

Pursuant to the terms of the Certificate of Correction to the Amended Series A

Certificate of Designation filed on August 13, 2025 (which correction was effective as of March 14, 2024 pursuant to Section 103(f)

of the Delaware General Corporation Law), there was no adjustment to the conversion prices for the Series A-3, A-4 and A-5 Preferred

Stock as there were no shares outstanding in such series of preferred stock at the time of the reverse stock split.

Issuance of Series B-1 Preferred Stock

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price of $ 10.00 .

As of June 30, 2025, all shares of Series B-2 Preferred Stock have been converted into common stock.

As of September 30, 2025, all shares of Series B-2 Preferred Stock have been converted into common stock.

Warrant Liability

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the exercise price for the Warrants became fixed.

Therefore, as of December 31, 2024 and June 30, 2025, the fair value of the Warrants

Therefore, as of December 31, 2024 and September 30, 2025, the fair value of the Warrants

was determined using a Black Scholes model using parameters including (i) the exercise price of the warrant, (ii) the price of the underlying

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The tables below summarize the valuation inputs into the Black Scholes

model for the liability associated with the three tranches of Warrants at December 31, 2024 and June 30, 2025.

model for the liability associated with the three tranches of Warrants at December 31, 2024 and September 30, 2025.

Tranche A Warrant

September 30,

Fair value of underlying stock

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Discount for lack of marketability

Probability for FDA approval

Probability for receipt of FDA approval for Oxylanthanum Carbonate

38.48 % - 39.29 %

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Tranche B Warrant

September 30,

Fair value of underlying stock

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Risk free rate

3.8 % - 4.0 %

Dividend yield

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Discount for lack of marketability

Probability for FDA approval

Probability for receipt of Transitional Drug Add-On Payment Adjustment approval for Oxylanthanum Carbonate

Tranche C Warrant

September 30,

Fair value of underlying stock

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Discount for lack of marketability

Probability for FDA approval

Probability for public disclosure of financial results for four (4) quarters of commercial sales for Oxylanthanum Carbonate following receipt of Transitional Drug Add-On Payment Adjustment approval

0.01 % - 27.46 %

1.56 % - 42.19 %

As of the issuance date (March 3, 2023), the Company

estimated the fair value of the Warrants to be $ 2.8 million.

As of December 31, 2024 and June 30, 2025, the Company estimated the fair

value of the Warrants to be $ 18.9 million and $ 10.2 million, respectively.

As of December 31, 2024 and September 30, 2025, the Company estimated the

fair value of the Warrants to be $ 18.9 million and $ 9.1 million, respectively.

The following table summarizes activity, on an

as-converted to common shares basis, for the Company’s preferred stock warrants for the six months ended June 30, 2025:

as-converted to common shares basis, for the Company’s preferred stock warrants for the nine months ended September 30, 2025:

Number of Average

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Warrants exercised ( 277,000 ) -

Outstanding, June 30, 2025 15,818,817 $ 6.42 1.63 $

Outstanding, September 30, 2025 15,818,817 $ 6.42 1.37 $ -

Stock-based Compensation

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shares, to the number of shares reserved, for a total of 2,077,600 shares.

On January 1, 2025, shareholders approved a further increase

of 1,235,316 shares, to the number of shares reserved, for a total of 3,312,916 shares.

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

As of December 31, 2024, approximately 743,333 shares of common stock were available under the 2021 Plan.

As of June 30, 2025,

there are approximately 1,921,549 shares of common stock available under the 2021 Plan.

On January 1, 2025, , pursuant to an evergreen increase provision

in the 2021 Plan, the amount of shares reserved under the Plan increased by 1,235,316 shares, to the number of shares reserved,

for a total of 3,312,916 shares.

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.

As of December 31, 2024, approximately

743,333 shares of common stock were available under the 2021 Plan.

As of September 30, 2025, there are approximately 1,310,150 shares

of common stock available under the 2021 Plan.

The following table summarizes activity for stock

options under all plans for the six months ended June 30, 2025:

options under all plans for the nine months ended September 30, 2025:

Number of Average

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Options exercised -

Outstanding, June 30, 2025 1,420,714 $ 9.86 8.16 $ 5,410

Options vested and exercisable as of June 30, 2025 725,525 $ 11.47 7.82 $ 2,662

The grant date fair value of options granted during the six months

ended June 30, 2025, was approximately $ 53,000 .

As of June 30, 2025, the unrecognized compensation

Outstanding, September 30, 2025 2,033,114 $ 8.31 8.48 $ 7,509

Options vested and exercisable as of September 30, 2025 816,875 $ 11.04 7.35 $ 2,705

The grant date fair value of options granted during the nine months

ended September 30, 2025, was approximately $ 2.8 million .

As of September 30, 2025, the unrecognized compensation

cost related to outstanding stock options was $ 6.4 million, which is expected to be recognized as expense over approximately 4.0 years.

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units will vest in August 2026.

During July 2025, the Company granted a consultant

2,500 restricted stock units with a grant date fair value of $ 11,775 , resulting in a fair value per share of $ 4.71 .

The restricted stock

units will vest in July 2027.

The Company has recorded stock-based compensation

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

ended June 30, 2024 and 2025 (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, 2024 and 2025 (in thousands):

Three Months Ended

Six Months Ended

Nine months ended

September 30,

Research and development

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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.

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.

Subsequent to our initial public offering, the fair value

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The assumptions

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

of significant levels of management judgment.

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

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Expected Dividend – Through

June 30, 2025, the Company has never declared nor paid any cash dividends.

The Company shall modify its dividend policy to state that

the Company intends to pay dividends to all stockholders, including holders of Series A Preferred Stock on an as-if-converted-to-common-stock

September 30, 2025, the Company has never declared nor paid any cash dividends on common stock.

The Company shall modify its dividend

policy to state that the Company intends to pay dividends to all stockholders, including holders of Series A Preferred Stock on an as-if-converted-to-common-stock

basis, on a quarterly basis in an amount of which the aggregate of all quarterly dividends shall equal at least seventy-five percent ( 75 %)

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The following averaged assumptions were used to

calculate the fair value of awards granted to employees, directors and non-employees for the three months ended June 30, 2024 and June

Six Months Ended

calculate the fair value of awards granted to employees, directors and non-employees for the three months ended September 30, 2024 and

September 30, 2025:

Nine months ended

September 30,

Expected volatility

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The following table sets forth the computation

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

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

Three Months Ended

Six Months Ended

Basic net income (loss) per share

Net income (loss)

Net loss attributable to participating securities

Dividend to Series B-1 preferred stockholders

Net income (loss) attributable to common shares, basic

Weighted-average shares outstanding used in computing net income (loss) per share attributable to common stockholders, basic

Net income (loss) per share attributable to common stockholders, basic

Diluted net income (loss) per share

Net income (loss) attributable to common shares, basic

Change in fair value of preferred stock warrant liability

Net (loss) attributable to common shares, diluted

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

Weighted-average effect of diluted securities:

Tranche warrants to purchase convertible preferred stock

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

Net loss per share attributable to common stockholders, diluted

September 30,

Nine Months Ended

September 30,

Basic net loss per share

Cash Dividends to Series B holders

Net loss attributable to common shares, basic and diluted

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

Net loss per share attributable to common stockholders, basic and diluted

The following outstanding shares of potentially

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Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Options to purchase common stock

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Subsequent Events

Subsequent to September 30, 2025, pursuant to a sales agreement dated

November 13, 2024 with Guggenheim Securities, LLC, Unicycive Therapeutics, Inc.

(the “Company”) sold 641,033 shares of common

stock at an average price of $ 4.78 per share, resulting in net proceeds to the Company of approximately $ 3.0 million.

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