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Item 3. Legal Proceedings

2026-03-30 compared with 2025-03-31 · 41 added, 6 removed, 4 unchanged (92% of the section changed)

LEGAL PROCEEDINGS

From time to time, we may become involved in various

lawsuits and legal proceedings, which arise in the ordinary course of business.

Litigation is subject to inherent uncertainties and an

adverse result in these or other matters may arise from time to time that may harm our business.

We are currently not aware of any such

legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition

On August 15, 2025, a putative shareholder class action complaint captioned

Unicycive Therapeutics, Inc., et al.

3:25-cv-06923-JD (the “Securities Class Action”), was filed

District Court for the Northern District of California (“Northern District of California”), naming the Company

and certain current officers and/or directors of the Company as defendants.

The lawsuit generally alleges that the Company made material

misrepresentations and/or omissions of material fact relating to the Company’s manufacturing of oxylanthanum carbonate (“OLC”)

and the approval prospects of its New Drug Application for OLC for the treatment of hyperphosphatemia in CKD patients on dialysis in violation

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

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.

On January 27, 2026, Plaintiff filed an amended complaint.

On March 13, 2026,

defendants filed their motion to dismiss the amended complaint.

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 purported

stockholders of the Company filed derivative complaints in the Northern District of California against certain of the Company’s

current officers and directors (collectively, the “Derivative Actions”).

The Company is named as a nominal defendant.

complaints are based on the same alleged misconduct as in the Securities Class Action.

The complaints assert state law claims on behalf

of the Company against the individual defendants for breach of fiduciary duty, unjust enrichment, gross mismanagement, and waste of corporate

assets, and federal claims under Section 14(a) of the Exchange Act.

On November 20, 2025, the Court issued an order relating the Derivative

Actions to the Securities Class Action.

The Derivative Actions seek unspecified damages on behalf of the Company, corporate governance

reforms, disgorgement and restitution, and an award of costs and expenses, including attorneys’ fees.

On March 12, 2026, a purported stockholder made

a demand on the Company’s Board of Directors to commence a civil action against certain of the Company’s current and former

officers and directors for breaching their fiduciary duties based on the same alleged misconduct as alleged in the above-mentioned Securities

Class Action and Derivative Actions (the “Demand”).

At this early stage of the proceedings, the Company

is unable to make any prediction regarding the outcome of the Securities Class Action, the Derivative Actions, or the Demand.

In addition, from time to time, we may become involved in various lawsuits

and legal proceedings, which arise in the ordinary course of business.

Litigation is subject to inherent uncertainties and an adverse

result in these or other matters may arise from time to time that may harm our business.

We are currently not aware of any such legal

proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition

or operating results.

2 unchanged sentences

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-K

Item 3. Legal Proceedings