What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-12 compared with 2025-11-12 · 698 added, 639 removed, 755 unchanged (64% of the section changed)

FINANCIAL STATEMENTS

Unicycive Therapeutics, Inc.

Unicycive Therapeutics,

Balance Sheets

(In thousands, except for share and per share

September 30,

Current assets:

1 unchanged sentence

Prepaid expenses and other current assets

Marketable securities

Total current assets

8 unchanged sentences

Total current liabilities

Operating lease liability – long term

Operating lease liability – long

Total liabilities

1 unchanged sentence

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 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

Series A-2 Prime preferred stock, $ 0.001 par value per share – 21,388.01 Series A-2 Prime shares authorized at December 31, 2025, and March 31, 2026;

2,265 Series A-2 Prime shares issued and outstanding at December 31, 2025, and March 31, 2026

Series B-2 preferred stock, $ 0.001 par value per share – 50,000 Series B-2 shares authorized at December 31, 2025, and March 31, 2026;

zero Series B-2 shares issued and outstanding at December 31, 2025, and March 31, 2026

Preferred stock, $ 0.001 par value per share— 10,000,000 shares authorized at December 31, 2025, and March 31, 2026;

zero shares issued and outstanding at December 31, 2025, and March 31, 2026

Common stock, $ 0.001 par value per share – 400,000,000 shares authorized at December 31, 2025, and March 31, 2026;

22,114,245 and 25,237,782 shares issued and outstanding at December 31, 2025, and March 31, 2026, respectively

Accumulated other comprehensive (loss) income

Additional paid-in capital

1 unchanged sentence

Total stockholders’ equity

Total liabilities and stockholders’ equity

Total liabilities and stockholders’

See accompanying notes to the financial statements

Unicycive Therapeutics, Inc.

Statements of Operations

Unicycive Therapeutics,

Statements of Operations and Comprehensive

Income (Loss)

(In thousands, except for share and per share

Three Months Ended

September 30,

Nine months ended

September 30,

Three Months Ended

Operating expenses:

8 unchanged sentences

Total other income (expenses)

Dividend to Series B-1 preferred stockholders

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

Net income (loss)

Other comprehensive loss:

Unrealized loss on marketable securities,

Net comprehensive income (loss)

Net comprehensive income (loss) attributable

to common stockholders, basic

Net comprehensive loss attributable to

common stockholders, diluted

Net comprehensive income (loss) per share

Weighted-average shares outstanding used in computing net comprehensive

income (loss) per share:

See accompanying notes to the financial statements

Unicycive Therapeutics, Inc.

Statements of Mezzanine Equity and Stockholders’

Unicycive Therapeutics,

Statements of Stockholders’ Equity

(In thousands, except share amounts)

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

Series A-2 Prime

Preferred Stock

at December 31, 2024

Stockholder’s

Balance at December 31, 2024

$ ( 101,270 )

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

Conversion of Series A-2 Prime preferred stock into common

Issuance of common stock for cash, net of issuance costs

Stock-based compensation expense

Balance at March 31, 2025

$ ( 100,700 )

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

Series A-2 Prime

Preferred Stock

Comprehensive

Stockholders’

Income (Loss)

Balance at December 31, 2025

$ ( 127,825 )

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

Issuance of common stock for cash, net of issuance costs

Unrealized gain on available-for-sale securities, net

Stock-based compensation expense

Balance at March 31, 2026

$ ( 140,648 )

See accompanying notes to the financial statements

Unicycive Therapeutics, Inc.

Unicycive Therapeutics,

Statements of Cash Flows

(In thousands)

Nine months ended

September 30,

Three Months Ended

Cash flows from operating activities

Adjustments to reconcile net loss to net cash used in operating activities:

Net income (loss)

Adjustments to reconcile net loss to net cash used in operating

Depreciation expense

Loss on disposal of assets

Stock-based compensation expense

1 unchanged sentence

Amortization of operating lease right of use asset

Amortization of investments in marketable securities

Changes in assets and liabilities:

4 unchanged sentences

Cash flows from investing activities

Purchases of marketable securities

Purchases of property and equipment

Realized gain on marketable securities

Net cash used in investing activities

Cash flows from financing activities

Proceeds from secondary public offering

Gross proceeds from secondary public offering

Commissions paid on secondary public offering

Payments on financed insurance policies

Issuance costs related to issuance of Series B-1 preferred stock

Proceeds from issuance of Series B-1 preferred stock

Proceeds from exercise of warrants

Dividends on preferred stock

Net cash provided by financing activities

Net increase in cash and cash equivalents

Cash and cash equivalents at the beginning of the period

Cash and cash equivalents at the end of the period

Net increase (decrease) in cash and cash

Cash and cash equivalents at the beginning

of the period

Cash and cash equivalents at the end of

Supplemental cash flow information

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

Deferred preclinical and other charges included in prepaid expenses and other current assets

Initial recognition of right-of-use assets and corresponding lease

Deferred insurance charges included in prepaid expenses and

other current assets

Deferred preclinical and other charges included in prepaid

expenses and other current assets

Cash paid for interest

See accompanying notes to the financial statements

Unicycive Therapeutics, Inc.

Notes to the Financial Statements (Unaudited)

Unicycive Therapeutics,

Notes to the Financial Statements

Organization and Description of Business

Unicycive Therapeutics, Inc.

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

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

The Company in-licensed the drug candidate UNI

5 unchanged sentences

drug candidate, Renazorb RZB 012 and its trademark, RENALAN, and various patents from Spectrum Pharmaceuticals, Inc.

Renazorb (“Oxylanthanum Carbonate”) is being developed for the treatment of hyperphosphatemia in patients with Chronic

Kidney Disease (“CKD”).

Renazorb (“oxylanthanum carbonate”) is being developed for the treatment of hyperphosphatemia in patients with

Chronic Kidney Disease (“CKD”).

The Company continues to evaluate the licensing

of additional technologies and drugs, targeting orphan diseases and other renal, liver and other metabolic diseases affecting fibrosis

and inflammation.

of additional technologies and drugs in order to pursue development, regulatory approval, and commercialization of those products in

global markets.

The Company is subject to risks and uncertainties

8 unchanged sentences

negative cash flows from operations since inception and expects to continue to incur negative cash flows from operations in the future.

As the Company increases its research and development activities, the operating losses are expected to increase.

As the Company continues its drug development activities, the operating losses are expected to increase.

The Company has historically

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

As of December 31, 2024 and September

As of December 31, 2025 and March

31, 2026, the Company had an accumulated deficit of $ 127.8 million and $ 140.6 million, respectively.

6 unchanged sentences

other commercial planning.

On March 3, 2023, the Company entered into a securities

purchase agreement with certain healthcare-focused institutional investors that may provide up to $ 130.0 million in gross proceeds through

a private placement and that included initial upfront funding of $ 28.0 million in net proceeds.

On March 3, 2023, the Company entered into a

securities purchase agreement with certain healthcare-focused institutional investors that may provide up to $ 130.0 million in gross

proceeds through a private placement and that included initial upfront funding of $ 30.0 million in gross proceeds.

On March 13, 2024, the Company entered into a

securities purchase agreement with certain healthcare-focused institutional investors to provide $ 50.0 million in gross proceeds through

a private placement.

Pursuant to the securities purchase agreement, the Company issued institutional investors $ 50 million in shares of

Series B Convertible Preferred Stock.

Pursuant to the securities purchase agreement, the Company issued institutional investors $ 50.0 million in shares

of Series B Convertible Preferred Stock.

The Company received $ 46.2 million in net proceeds.

On November 13, 2024, we entered into a sales

agreement, with Guggenheim Securities, LLC pursuant to which, we may offer and sell shares of common stock having an aggregate offering

price of up to $ 50.0 million, subject to certain limitations and in accordance with the terms of the sales agreement, from time to time

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

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.

On November 13, 2024, the Company entered into

a sales agreement, with Guggenheim Securities, LLC as amended by Amendment No.

1 thereto dated November 14, 2025 (as amended, the “Sales

Agreement”) pursuant to which, we may offer and sell shares of common stock having an aggregate offering price of up to $ 100.0

million, subject to certain limitations and in accordance with the terms of the sales agreement, from time to time through or to Guggenheim

Securities, LLC acting as sales agent or principal.

During the quarter ended March 31, 2026, the

Company sold 3,123,537 shares of common stock pursuant to a sales agreement, with Guggenheim Securities, LLC, at an average price of

$ 6.46 per share and paid $ 0.6 million in commissions, resulting in net proceeds to the Company of approximately $ 19.6 million.

The Company expects to continue incurring losses

in the future and will be required to raise additional capital in the future to complete its planned clinical trials, pursue product development

initiatives and penetrate markets for the sale of its products.

Management believes that the Company will continue to have access to capital

resources through possible equity offerings, debt financings, corporate collaborations or other means.

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 currently anticipated level of expenditures, the Company believes that it has sufficient resources

such that there is not substantial doubt about the ability to continue operations for at least one year after the date that these financial

statements are available to be issued.

in the future and will be required to raise additional capital in the future to complete its planned clinical trials, pursue product

development initiatives and penetrate markets for the sale of its products.

Management believes that the Company will continue to have

access to capital resources through possible equity offerings, debt financings, corporate collaborations or other means.

no assurance that the Company will be able to obtain additional financing on terms acceptable to the Company, on a timely basis or at

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 currently anticipated level of expenditures, the Company believes that it has

sufficient resources such that there is not substantial doubt about the ability 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

3 unchanged sentences

The accompanying unaudited financial statements

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.

of the Company as of March 31, 2026 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.

In the opinion of management, all adjustments (consisting of normal recurring adjustments)

considered necessary for a fair presentation have been included.

Interim operating results are not necessarily indicative of results that

may be expected for the full year ending December 31, 2026, or for any subsequent period.

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, 2025, filed with the U.S.

Securities and Exchange Commission on March 30, 2026.

Use of Estimates

6 unchanged sentences

could have a material effect on future results of operations and financial position.

Significant items subject to such estimates and assumptions

include stock-based compensation, research contract progress estimates, incremental borrowing rate for leases, useful life for assets,

debt and equity transactions, and the valuation of warrant liabilities.

Actual results may materially differ from those estimates.

Significant items subject to such estimates and

assumptions include stock-based compensation, research contract progress estimates, incremental borrowing rate for leases, useful life

for assets, valuation of marketable securities, equity transactions, and the valuation of warrant liabilities.

Actual results may materially

differ from those estimates.

Cash and Cash Equivalents

Highly liquid investments that are readily convertible

to cash and have original maturities of three months or less at the time of acquisition are considered cash equivalents.

As of December

31, 2025, cash and cash equivalents consist of cash deposited with banks, money market funds, investment in corporate bonds with original

maturities of three months or less, and U.S.

Treasury bills.

As of March 31, 2026, cash and cash equivalents consist of cash deposited

with banks, money market funds, and investment in corporate bonds with original maturities of three months or less.

Marketable Securities

Marketable securities consist of corporate debt

securities with original maturities beyond three months at the date of purchase and which mature at, or less than twelve months from,

the balance sheet date.

The Company classifies its investment in marketable securities as available-for-sale, as the sale of such securities

may be required prior to maturity.

Management determines the appropriate classification of its investments in debt securities at the time

The Company obtains pricing information from its investment manager and generally determines the fair value of investment

securities using standard observable inputs, including reported trades, broker/dealer quotes, and bid and/or offers.

Available-for-sale

securities are carried at fair value, with the unrealized gains and losses reported as accumulated other comprehensive income (loss).The

carrying value of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity, the net amount of which,

along with interest and realized gains and losses, is included under other income (expense) in the statements of operations and comprehensive

income (loss).

At each balance sheet date, the Company reviews

its available-for-sale debt securities that are in an unrealized loss position to determine whether the unrealized loss or any potential

credit losses should be recognized in the statements of operations.

For available-for-sale debt securities in an unrealized loss position,

the Company first assesses whether it intends to sell, or it is more likely than not that it will be required to sell the security before

recovery of its amortized cost basis.

If either of the criteria regarding intent or requirement to sell is met, the security’s

amortized cost basis is written down to fair value through net income (loss).

For available-for-sale securities that do not meet the

above criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors.

In making this

assessment, the Company considers the severity of the impairment, any changes in interest rates, changes to the underlying credit ratings

and forecasted recovery among other factors.

The credit-related portion of unrealized losses, and any subsequent improvements, are recorded

in other income, net through an allowance account.

There have been no impairment or credit losses recognized during any of the periods

Warrant Liability

1 unchanged sentence

Preferred Stock (see Note 9), the Company established a warrant liability as of March 3, 2023, representing the fair value of warrants

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 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.

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

See Note 11 for a description of the Company’s warrant liability and the related valuations.

Segment Information

8 unchanged sentences

Information on net (loss) income and operating (loss) income is disclosed in the statements of operations.

Segment expenses and other segment items are provided to the CODM on the same basis as disclosed in the Statements of Operations.

Segment expenses and other segment items are provided to the CODM on the same basis as disclosed in the statements of operations and

comprehensive income (loss).

The CODM does not evaluate performance or allocate

1 unchanged sentence

Risks and Uncertainties

The Company operates in a dynamic and highly competitive

industry and believes that changes in any of the following areas could have a material adverse effect on the Company’s future financial

position, results of operations, or cash flows:

The Company operates in a dynamic and highly

competitive industry and believes that changes in any of the following areas could have a material adverse effect on the Company’s

future financial position, results of operations, or cash flows:

ability to obtain future financing;

advances and trends in new technologies and industry

advances and trends in new technologies

and industry standards;

results of clinical trials;

regulatory approval and market acceptance of the Company’s products;

development of sales

of sales channels;

certain strategic relationships;

litigation or claims against the Company related to intellectual property, product, regulatory,

or other matters;

litigation or claims against the Company related to intellectual property, product,

regulatory, or other matters;

and the Company’s ability to attract and retain employees necessary to support its growth.

5 unchanged sentences

the Company’s current product candidates or any future product candidates will receive the necessary approvals.

If the Company is

denied approval, approval is delayed or the Company is unable to maintain approval, it could have a materially adverse impact on the Company.

If the Company

is denied approval, approval is delayed or the Company is unable to maintain approval, it could have a materially adverse impact on the

The Company has expended and will continue to

expend substantial funds to complete the research, development and clinical testing of its product candidates.

The Company also will be

required to expend additional funds to establish commercial-scale manufacturing arrangements and to provide for the marketing and distribution

of products that receive regulatory approval.

The Company also will

be required to expend additional funds to establish commercial-scale manufacturing arrangements and to provide for the marketing and

distribution of products that receive regulatory approval.

The Company will require additional funds to commercialize its products.

The Company is

unable to entirely fund these efforts with its current financial resources.

If adequate funds are unavailable on a timely basis from operations

or additional sources of financing, the Company may have to delay, reduce the scope of or eliminate one or more of its research or development

programs, which would materially and adversely affect its business, financial condition and operations.

Company is unable to entirely fund these efforts with its current financial resources.

If adequate funds are unavailable on a timely

basis from operations or additional sources of financing, the Company may have to delay, reduce the scope of or eliminate one or more

of its research or development programs, which would materially and adversely affect its business, financial condition and operations.

The Company is dependent upon the services of

7 unchanged sentences

Depreciation is computed using the straight-line

method over the estimated useful lives of the related assets, which range from three to seven years.

Leasehold improvements are amortized

on a straight-line basis over the shorter of their estimated useful lives or the remaining lease term.

method over the estimated useful lives of the related assets, which range from three to seven years for lab equipment and furniture and

Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the remaining

Management assesses the carrying value of property

4 unchanged sentences

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.

No impairment charges were recorded on the Company’s property

and equipment during the three months ended March 31, 2026 and 2025 .

During the three months ended March 31, 2026 the Company recorded

the disposal of fixed assets with the net book value of $ 18,000 which was associated with the old lease.

No proceeds were received in

the disposal.

The Company determines whether a contract is,

3 unchanged sentences

The Company records

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.

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

The Company’s financial instruments include

the warrant liability, cash and cash equivalents, accounts payable and accrued liabilities.

the cash and cash equivalents, investment in marketable securities, accounts payable, accrued liabilities, and warrant liabilities.

Fair value is defined as the price that would

3 unchanged sentences

contains the following levels:

Level 1 — defined as observable inputs based on unadjusted quoted prices for identical instruments in active markets;

Level 2 — defined as inputs other than Level 1 that are either directly or indirectly observable in the marketplace for identical or similar instruments in markets that are not active;

Level 3 — defined as unobservable inputs in which little or no market data exists where valuations are derived from techniques in which one or more significant inputs are unobservable.

Level 1 — defined

as observable inputs based on unadjusted quoted prices for identical instruments in active markets;

Level 2 — defined

as inputs other than Level 1 that are either directly or indirectly observable in the marketplace for identical or similar instruments

in markets that are not active;

Level 3 — defined

as unobservable inputs in which little or no market data exists where valuations are derived from techniques in which one or more

significant inputs are unobservable.

The fair value of the warrant liability is determined

using a Black Scholes model with parameters including (i) the exercise price of the warrants, (ii) the price of the underlying security,

(iii) the time to expiration, or expected term, (iv) the expected volatility of the underlying security, (v) the risk-free rate, and (vi)

estimated probability assumptions surrounding the achievement by the Company of technical milestones associated with regulatory and commercial

(iii) the time to expiration, or expected term, (iv) the expected volatility of the underlying security, (v) the risk-free rate, and

(vi) estimated probability assumptions surrounding the achievement by the Company of technical milestones associated with regulatory

and commercial progress.

These valuation techniques involve management’s

estimates and judgment based on unobservable inputs and are classified in Level 3.

The fair value estimates may not be indicative of the

amounts that would be realized in a market exchange.

Additionally, there may be inherent uncertainties or changes in the underlying assumptions

used, which could significantly affect the current or future fair value estimates.

Generally, a significant increase (decrease) in the

probabilities of shareholder approval and the achievement of technical milestones would have resulted in a significantly higher (lower)

fair value measurement;

however, changes in other inputs such as expected term and price of the underlying common stock will have a directionally

opposite impact on fair value measurement.

The following table summarizes the fair value hierarchy of financial

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

The fair value estimates may not be indicative of

the amounts that would be realized in a market exchange.

Additionally, there may be inherent uncertainties or changes in the underlying

assumptions used, which could significantly affect the current or future fair value estimates.

Generally, a significant increase (decrease)

in the probabilities of shareholder approval and the achievement of technical milestones would have resulted in a significantly higher

(lower) fair value measurement;

however, changes in other inputs such as expected term and price of the underlying common stock will

have a directionally opposite impact on fair value measurement.

The following tables present the approximate

value of assets and liabilities measured at fair value on a recurring basis within the Company’s balance sheets as of March 31,

2026 by the fair value hierarchy (in thousands):

Cash and cash equivalents

Total cash and cash equivalents at fair value

Corporate bonds

Total marketable securities at fair value

Refer to Note 3 for disclosures related

to cash equivalents and marketable securities.

Warrant liability

Total liabilities at fair value

The following table summarizes the fair value

hierarchy of financial liabilities measured at fair value as of December 31, 2024 (in thousands):

The following tables present the approximate

value of assets and liabilities measured at fair value on a recurring basis within the Company’s balance sheets as of December

31, 2025 by the fair value hierarchy (in thousands):

Cash and cash equivalents

Total cash and cash equivalents at fair value

Corporate bonds

Total marketable securities at fair value

Refer to Note 3 for disclosures related

to cash equivalents and marketable securities.

Warrant liability

4 unchanged sentences

are attributable to unobservable inputs (in thousands):

Nine months ended

September 30,

Three Months Ended

Fair value at January 1, 2025

1 unchanged sentence

Fair value at March 31, 2025

Change in fair value of warrants

Fair value at June 30, 2024

Change in fair value of warrants

Fair value at September 30, 2024

Nine months ended

September 30,

Three Months Ended

Fair value at January 1, 2026

1 unchanged sentence

Fair value at March 31, 2026

Change in fair value of warrants

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

The income relating to the change in fair value

of the warrant liability of $ 8.3 million and expense of $ 4.8 million for the three months ended March 31, 2025 and March 31, 2026, respectively,

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

2 unchanged sentences

to estimate fair value.

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

As of December 31, 2025, and March 31, 2026, 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.

Cash and cash equivalents, accounts payable,

and accrued liabilities are Level 1 financial instruments.

Cash and cash equivalents, accounts

payable, and accrued liabilities are Level 1 financial instruments.

Concentration of Credit Risk

8 unchanged sentences

to other adverse conditions in the financial or credit markets.

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

No such losses have been incurred through March 31, 2026.

Prepaid Expenses and Other Current Assets

8 unchanged sentences

salaries and bonuses, employee benefit costs and stock-based compensation expenses for the Company’s research and product development

The Company expenses both internal and external research and development expenses as incurred.

The Company expenses both internal and external research and development costs as incurred.

General and Administrative Expenses

General and administrative expenses represent

personnel costs for employees involved in general corporate functions, including finance, accounting, legal and human resources, among

Additional costs included in general and administrative expenses consist of professional fees for legal (including patent costs),

audit and other consulting services, stock-based compensation and other general corporate overhead expenses.

General and administrative expenses consist principally

of payroll and personnel expenses, including salaries and bonuses, benefits and stock-based compensation expenses, professional fees

for legal (including patent costs), consulting, accounting and tax services, including information technology costs and utilities, and

other general corporate overhead expenses.

The Company expenses all costs as incurred in

8 unchanged sentences

The Company estimates the fair value of stock options using the Black-Scholes option-pricing model.

The Black-Scholes model

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

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

The Black-Scholes

model requires the input of subjective assumptions, including expected common stock volatility, expected dividend yield, expected term,

risk-free 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

20 unchanged sentences

interest or penalties related to income tax matters in income tax expense.

The Tax Cuts and Jobs Act of 2017 eliminated the

option to immediately deduct research and development expenditures in the year incurred under Section 174, which became effective January

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

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

Comprehensive loss includes all changes in equity

(net assets) during a period from non-owner sources.

There were no elements of other comprehensive income (loss) in the periods presented,

as a result comprehensive loss is the same as net loss for each period presented.

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) includes

unrealized gains and losses on available for sale, securities and is recognized as separate components of stockholders’ equity,

As of March 31, 2026, accumulated comprehensive income of $ 6,000 related to marketable securities was recorded.

Net Income (Loss) per Share

2 unchanged sentences

Basic and diluted net income (loss)

for common stock and for preferred stock is computed by dividing the sum of distributed earnings and undistributed earnings for each class

of stock by the weighted average number of shares outstanding for each class of stock for the period.

Diluted net income (loss) per share

includes potentially dilutive securities outstanding for the period.

See Note 12 for reconciliations of basic and diluted net income (loss)

for common stock and for preferred stock is computed by dividing the sum of distributed earnings and undistributed earnings for each

class of stock by the weighted average number of shares outstanding for each class of stock for the period.

Diluted net income (loss)

per share includes potentially dilutive securities outstanding for the period.

See Note 13 for reconciliations of basic and diluted net

income (loss) per share.

Recent Accounting Pronouncements

4 unchanged sentences

not expected to have a material impact on the Company’s financial position or results of operations upon adoption.

Accounting pronouncements recently adopted

Income Taxes Disclosures – In December

4 unchanged sentences

ASU 2023-09 is effective for public entities with annual periods beginning after December 15, 2024, with early adoption permitted.

Company is currently evaluating the impact of this guidance on its consolidated financial statements.

Company adopted this standard prospectively for the year ended December 31, 2025.

Accounting pronouncements pending adoption

1 unchanged sentence

2024-03, Expense Disaggregation Disclosures (“ASU 2024-03”).

ASU 2024-03 amends ASC 220, Comprehensive Income to expand income statement

expense disclosures and require disclosure in the notes to the financial statements of specified information about certain costs and expenses.

ASU 2024-03 amends ASC 220, Comprehensive Income to expand income

statement expense disclosures and require disclosure in the notes to the financial statements of specified information about certain

costs and expenses.

ASU 2024-03 is required to be adopted for fiscal years commencing after December 15, 2026, with early adoption permitted.

is currently evaluating the impact of adopting the standard on its financial statements.

The Company is currently evaluating the impact of adopting the standard on its financial statements.

In November 2025, the FASB issued ASU 2025-11, “Interim Reporting

(Topic 270) Narrow-Scope Improvements,” which clarified interim disclosure requirements and the applicability of Topic 270.

objective of the update is to provide clarity about current interim requirements.

The amendments in this update also include a disclosure

principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the

The amendments in this ASU are required to be adopted for interim periods within annual reporting periods beginning after December

Early adoption is permitted.

The Company is currently evaluating the impact of adopting the standard on its financial statements.

Cash, Cash Equivalents, and Marketable

The following table summarizes the Company’s

investments as of March 31, 2026 (in thousands):

Investments in corporate bonds

Total cash, cash equivalents and

investments in marketable securities

The following table summarizes the Company’s

investments as of December 31, 2025 (in thousands):

Treasury Bills

Investments in corporate bonds

Total cash, cash equivalents and

investments in marketable securities

The Company classifies its investments in corporate

bonds as available-for-sale.

Unrealized gains and losses on these securities are included as a component of comprehensive income (loss).

The Company’s investments in corporate bonds as of March 31, 2026 is $ 17.2 million and as of December 31, 2025 was $ 12.1 million.

On March 31, 2026, the remaining contractual

maturities of all the Company’s available-for-sale investments were less than twelve months.

As of March 31, 2026, the Company

has not established an allowance for credit losses for any of its available-for-sale securities.

Significant Agreements

2 unchanged sentences

based in India.

Pursuant to the Agreement, Shilpa provides certain development, manufacturing, supply and other CMC-related services related

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.

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.

Pursuant to the Agreement, Shilpa provides certain development, manufacturing, supply and other CMC-related services

related 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 had agreed to deliver such order

by September 30, 2025.

Additional purchases are based on approval of the drug.

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

license agreement with Sphaera, a stockholder, for the rights to further develop the drug candidate, UNI 494, for commercialization.

payments were made upon execution of the agreement but payments for $ 50 ,000 will be due commencing with the initiation by the Company

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 October 2017, the Company entered into an

exclusive license agreement with Sphaera, a stockholder, for the rights to further develop the drug candidate, UNI 494, for commercialization.

No payments were made upon execution of the agreement but payments for $ 50 ,000 will be due commencing with the initiation by the Company

of a second clinical trial and $50,000 on completion of such trial.

2 unchanged sentences

Upon commercialization and sale of the drug product, royalty payments will also

be payable quarterly to Sphaera equal to 2 % of net sales on the preceding quarter.

be payable quarterly to Sphaera equal to 2 % of net sales in the preceding quarter.

In September 2018, the Company entered into an

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 Oxylanthanum Carbonate and related compounds.

In partial consideration

for the Spectrum Agreement, the Company issued 31,366 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 Oxylanthanum Carbonate 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.

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 43,838 anti-dilution shares of common

This issuance represented 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 third quarter of 2021.

In the event an NDA filing for Oxylanthanum Carbonate is accepted by the

FDA, the Company will be required to pay $ 0.2 million to Altair Nanomaterials, Inc., (“Altair”) in accordance with the Spectrum

In addition, in the event FDA approval for Oxylanthanum Carbonate is received, the Company will be required to pay $ 4.5 million

The Company is also required to pay Spectrum 40 % of all 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 Spectrum Agreement) and 20 % of

all other sublicense income.

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

Closing Date of the Spectrum Agreement.

In August 2022, the Company received an upfront payment of approximately $ 1.0 million resulting

from a sublicense development agreement with Lee’s Pharmaceutical (HK) Limited.

In February 2023, the Company received an upfront

payment of approximately $ 0.7 million resulting from a sublicense development agreement with Lotus International Pte Ltd.

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 nine months ended September 30, 2025.

On January 6, 2022, the Company entered into a

Master Services Agreement with Quotient Sciences Limited (“Quotient”), a UK based company that provides drug development and

analysis services, for the purpose of performing clinical research in support of UNI-494.

The initial budget for the study is approximately

$ 3.7 million, and subsequent revisions reduced the overall budget to $ 2.9 million.

Related payments totaling approximately $ 2.9 million

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

agreement with Inotiv that provides preclinical trial and related services, for the purpose of performing research in support of UNI-494.

The budget for these services is approximately $ 2.9 million.

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

agreement with Lee’s Pharmaceutical (HK) Limited.

Under the terms of the agreement, Lee’s Pharmaceutical will be responsible

for development, registration filing and approval for Oxylanthanum Carbonate in China, Hong Kong, and certain other Asian markets.

addition, Lee’s Pharmaceutical will have sole responsibility for the importation of the drug product from the Company and for the

costs of commercialization of Oxylanthanum Carbonate in the licensed territories.

The Company has received an upfront payment of $ 1.0

million, expects to receive up to $ 1.0 million in milestone payments upon product launch in China and will be eligible for tiered royalties

of between 7 % and 10 % upon achievement of prespecified regulatory and commercial achievements.

(“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 oxylanthanum carbonate and related compounds.

consideration for the Spectrum Agreement, the Company issued 31,366 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.

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 oxylanthanum carbonate 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.

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 43,838 anti-dilution

shares of common stock.

This issuance represented 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 third quarter of 2021.

In the event an NDA filing for oxylanthanum carbonate

is accepted by the FDA, the Company will be required to pay $ 0.2 million to Altair Nanomaterials, Inc., (“Altair”) in accordance

with the Spectrum Agreement.

In addition, in the event FDA approval for oxylanthanum carbonate is received, the Company will be required

to pay $ 4.5 million to Altair.

The Company is also required to pay Spectrum 40 % of all 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 Spectrum

Agreement) and 20 % of all other sublicense income.

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

anniversary of the Closing Date of the Spectrum Agreement.

In August 2022, the Company received an upfront payment of approximately $ 1.0

million resulting from a sublicense development agreement with Lee’s Pharmaceutical (HK) Limited.

In February 2023, the Company

received an upfront payment of approximately $ 0.7 million resulting from a sublicense development agreement with Lotus International

The payment 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 year ended March 31, 2026.

On July 14, 2022, the Company entered into a

license agreement with Lee’s Pharmaceutical (HK) Limited.

Under the terms of the agreement, Lee’s Pharmaceutical will be

responsible for development, registration filing and approval for oxylanthanum carbonate in China, Hong Kong, and certain other Asian

In addition, Lee’s Pharmaceutical will have sole responsibility for the importation of the drug product from the Company

and for the costs of commercialization of oxylanthanum carbonate in the licensed territories.

The Company has received an upfront payment

of $ 1.0 million, expects to receive up to $ 1.0 million in milestone payments upon product launch in China and will be eligible for tiered

royalties of between 7 % and 10 % upon achievement of prespecified regulatory and commercial achievements.

On February 1, 2023, the Company entered into

9 unchanged sentences

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,

The agreements provide for total

payments of up to $ 4.5 million, all of which has been paid as of March 31, 2026.

Balance Sheet Components

Prepaid expenses and other current assets as of

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

September 30,

Prepaid expenses and other current assets as

of December 31, 2025 and March 31, 2026 consisted of the following (in thousands):

Prepaid directors’ and officers’ liability insurance premiums

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,

Property and equipment as of December 31, 2025

and March 31, 2026 consisted of the following (in thousands):

Leasehold improvements

2 unchanged sentences

Less accumulated depreciation

Accounts payable as of December 31, 2024 and September

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

September 30,

Depreciation expense was immaterial for the three

months ended March 31, 2026 and 2025 and is included in general and administrative expenses.

Accounts payable as of December 31, 2025 and

March 31, 2026 consisted of the following (in thousands):

Trade accounts payable

1 unchanged sentence

Accrued liabilities as of December 31, 2025 and

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

September 30,

March 31, 2026 consisted of the following (in thousands):

Accrued labor costs

1 unchanged sentence

Operating Lease

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.

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

of the original lease, and the Company evaluated the new agreement under ASC 842, Leases.

The Company classified the lease as an operating

lease and, on July 15, 2024, determined that the present value of the lease was approximately $ 1.0 million using an estimated incremental

borrowing rate of 10 %.

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):

The Company leases office space under operating lease arrangements.

During the three months ended March 31, 2026, the Company’s

previously amended operating lease for 7,404 square feet of office space expired.

In connection with this lease, the Company made lease

payments of approximately $ 0.1 million.

In November 2025, the Company entered into a

new operating lease for 10,734 square feet of office space, which commenced on February 1, 2026.

The lease has an initial term of 1.5

years and includes an option to extend the term for an additional year at the Company’s discretion.

At lease commencement, the

Company recognized a right-of-use asset and corresponding lease liability based on the present value of the remaining lease payments.

Because the lease does not provide a readily determinable implicit rate, the Company used its estimated incremental borrowing rate as

of the commencement date.

Operating lease cost is recognized on a straight-line basis over the lease term and is included in general

and administrative expenses in the statements of operations.

During the three months ended March 31, 2026, the Company made lease payments

of approximately $ 0.1 million.

During the three months ended March 31, 2026,

the Company reflected amortization of right-of-use asset of approximately $ 0.1 million, resulting in a right-of-use asset balance of

approximately $ 0.8 million at March 31, 2026.

During the three months ended March 31, 2026, the Company made cash payments on the lease

of $ 0.1 million towards the lease liability.

As of March 31, 2026, the total lease liability was approximately $ 0.8 million.

As of March 31, 2026, maturities of the Company’s

lease liabilities are as follows (in thousands):

Operating Lease

6 unchanged sentences

Long term portion

The remaining lease term and discount rates related

to the Company’s right of use assets and lease liabilities for its operating leases were as follows:

December 31, March 31,

Remaining lease term (in years) 0.25 1.33

Incremental borrowing rate 10 % 8.75 %

Commitments and Contingencies

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.

On August 15, 2025, a putative shareholder class action

complaint captioned Elkhodari v.

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

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

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

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, lead plaintiff filed an amended complaint.

2026, defendants filed their motion to dismiss the amended complaint.

On April 27, 2026, lead plaintiff filed his opposition to the motion

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 law 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, and on April 30, 2026, the Court consolidated the Derivative Actions.

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”).

On March 30, 2026, the Company’s Board of Directors responded that

it would defer a final decision on the Demand given the pendency of the Securities Class Action and the Derivative Actions.

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.

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.

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.

Expenses associated with the pending lawsuits and any potential related lawsuits could be material to the

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

Indemnification

27 unchanged sentences

Company contributions to the 401(k) Plan totaled approximately $ 42,000 and $ 55,000 for the

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

Stockholders’ Equity Deficit

three months ended March 31, 2025 and March 31, 2026, respectively.

Stockholders’ Equity

Authorized Common Stock

2 unchanged sentences

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.

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

share of common stock.

On June 18, 2025, the Company filed a certificate

of amendment to its certificate of incorporation with the Secretary of State of the State of Delaware to effectuate a 1-for-10 reverse

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 shares.

The split did not change the number of authorized shares

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

Stockholders who would otherwise

have received a fractional share automatically had their fractional interests rounded up to the next whole share, after aggregating all

the fractional interests of a holder resulting from the split.

The reverse stock split affected 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

9 unchanged sentences

Initial Public Offering

During July 2021, as a result of its initial public

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 $.

During July 2021, as a result of its initial

public 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 $.

0.10 per four fifths of a warrant.

The warrants have a 5 -year term and an exercise

price of $ 60.00 per warrant.

The underwriters exercised their option to purchase an additional 60,000 warrants, and the Company received

$ 7,500 in proceeds.

The warrants have a 5 -year term and an

exercise price of $ 60.00 per warrant.

The underwriters exercised their option to purchase an additional 60,000 warrants, and the Company

received $ 7,500 in proceeds.

As a result of the initial public offering, the

5 unchanged sentences

are equity classified.

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

The following table summarizes activity for the Company’s IPO warrants for the three months ended March

Number of Average

6 unchanged sentences

Warrants exercised - - - -

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

See Note 10 for information on preferred stock

warrants associated with our sale in March 2023 of Series A-1 Preferred Stock.

Issuance of Common Stock Upon Conversion of Series A and Series

B Preferred Stock

Outstanding, March 31, 2026 478,419 60.00 0.29 -

Issuance of Common Stock Upon Conversion of

Series A and Series B Preferred Stock

On June 26, 2023, the Company held its annual

shareholder meeting and, as a result, shareholder approval for the issuance of common shares upon the conversion of the Series A-1 Preferred

Stock was obtained (see Notes 8 and 9).

Stock was obtained (see Note 9).

On July 11, 2023, pursuant to the Certificate of Designation of Preferences, Rights and Limitations

8 unchanged sentences

conversion of the Series B-1 Convertible Preferred Stock.

On June 25, 2024, the Company issued 595,600 shares

of common stock upon conversion of 2,918.44 shares of the Company’s Series A-2 Prime Preferred Stock.

On July 23, 2024, the Company issued 355,000 shares

of common stock upon conversion of 1,739.50 shares of the Company’s Series A-2 Prime Preferred Stock.

On July 25, 2024, the Company issued 375,600 shares

of common stock upon conversion of 1,840.44 shares of the Company’s Series A-2 Prime Preferred Stock.

On July 29, 2024, the Company issued 135,900 shares

of common stock upon conversion of 665.91 shares of the Company’s Series A-2 Prime Preferred Stock.

On June 25, 2024, the Company issued 595,600

shares of common stock upon conversion of 2,918.44 shares of the Company’s Series A-2 Prime Preferred Stock.

On July 23, 2024, the Company issued 355,000

shares of common stock upon conversion of 1,739.50 shares of the Company’s Series A-2 Prime Preferred Stock.

On July 25, 2024, the Company issued 375,600

shares of common stock upon conversion of 1,840.44 shares of the Company’s Series A-2 Prime Preferred Stock.

On July 29, 2024, the Company issued 135,900

shares of common stock upon conversion of 665.91 shares of the Company’s Series A-2 Prime Preferred Stock.

On August 14, 2024, the Company issued 350,200

12 unchanged sentences

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.

In June 2025, the Company issued 277,000 shares

of common stock upon the exercise and conversion of Series A-3 warrants and received $ 1.5 million in exercise proceeds.

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

8 unchanged sentences

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 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.

Pursuant to the Series A Certificate of Designation,

17 unchanged sentences

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 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

from the Series A-1 Preferred Stock, because the stock will automatically convert into shares of common stock, and the holders will be

able to sell those shares while retaining the Warrants.

The Company noted that at contract inception, the Warrants were contingently issuable

upon the occurrence of a specified event (shareholder approval).

The Company determined that the Warrants are

freestanding from the Series A-1 Preferred Stock, because the stock will automatically convert into shares of common stock, and the holders

will be able to sell those shares while retaining the Warrants.

The Company noted that at contract inception, the Warrants were contingently

issuable upon the occurrence of a specified event (shareholder approval).

In connection with the Series A-1 Preferred Stock

3 unchanged sentences

was accounted for as a reduction to the net proceeds of the Preferred Stock Offering, which resulted in an initial carrying value of

million for the Series A-1 Preferred Stock (net of $ 2.0 million of placement agent fees and offering costs allocated to the Series A-1

Preferred Stock).

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.

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.

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.

$ 25.4 million for the Series A-1 Preferred Stock (net of $ 2.0 million of placement agent fees and offering costs allocated to the Series

A-1 Preferred Stock).

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 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.

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

3 unchanged sentences

on shares of Series A Preferred Stock equal (on an as-if-converted-to-common-stock basis) and in the same form as dividends(other than

dividends in the form of common stock) actually paid on shares of the common stock when, as and if such dividends are paid on shares of

the common stock.

dividends in the form of common stock) actually paid on shares of the common stock when, as and if such dividends are paid on shares

of the common stock.

Holders of the Series A-2, A-3,

13 unchanged sentences

to which the Investors surrendered all shares of Series A-2 Preferred Stock held by them in exchange for an aggregate of 21,388.01 shares

of new preferred stock to be known as “Series A-2 Prime Preferred” (the “Exchanged Preferred”) having rights set

forth the Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Voting Preferred

Stock (the “Amended Series A Certificate of Designation”).

of new preferred stock to be known as “Series A-2 Prime Preferred” (the “Exchanged Preferred”) having rights

set forth the Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Voting

Preferred Stock (the “Amended Series A Certificate of Designation”).

Concurrent with execution of the Exchange Agreement,

16 unchanged sentences

Tranche A Warrants and the Amended Tranche B Warrants, the “Amended Warrants”).

The Amended Warrants have the same terms and

conditions as the original warrants except that such Amended Warrants:

(i) reduced the amount of shares of Series A-3 Convertible Preferred

Stock, Series A-4 Convertible Preferred Stock and Series A-5 Convertible Preferred Stock into which such Amended Warrants are convertible

as described above;

(ii) allow for the issuance of fractional shares of Series A-3 Preferred Stock, Series A-4 Preferred Stock and Series

A-5 Preferred Stock, as applicable upon exercise of such Amended Warrants and (ii) revised the exercise price to be $ 1,000 per share of

Series A-3 Preferred Stock, Series A-4 Preferred Stock and Series A-5 Preferred Stock, as applicable in such Amended Warrants.

The aggregate

exercise price, the amount of shares of common stock upon conversion of the Series A-3 Preferred Stock, the Series A-4 Preferred Stock

and the Series A-5 Preferred Stock and exercise period in the Amended Warrants did not change from the Original Warrants.

The Amended Warrants have the same terms

and conditions as the original warrants except that such Amended Warrants:

(i) reduced the amount of shares of Series A-3 Convertible

Preferred Stock, Series A-4 Convertible Preferred Stock and Series A-5 Convertible Preferred Stock into which such Amended Warrants are

convertible as described above;

(ii) allow for the issuance of fractional shares of Series A-3 Preferred Stock, Series A-4 Preferred

Stock and Series A-5 Preferred Stock, as applicable upon exercise of such Amended Warrants and (ii) revised the exercise price to be

$ 1,000 per share of Series A-3 Preferred Stock, Series A-4 Preferred Stock and Series A-5 Preferred Stock, as applicable in such Amended

The aggregate exercise price, the amount of shares of common stock upon conversion of the Series A-3 Preferred Stock, the Series

A-4 Preferred Stock and the Series A-5 Preferred Stock and exercise period in the Amended Warrants did not change from the Original Warrants.

Pursuant to the terms of the Exchange Agreement,

10 unchanged sentences

At all times following

the Issuance Date, while shares of Series A Preferred Stock are issued and outstanding, holders of Series A Preferred Stock shall be entitled

to receive, and the Company shall pay, dividends on shares of Series A Preferred Stock equal (on an as-if-converted-to-common-stock

basis and without regard to any limitations on conversion set forth herein or otherwise) to and in the same form as dividends (other than

dividends in the form of common stock, which shall be made in accordance with the terms of the Amended Certificate of Designation) actually

paid on shares of the common stock when, as and if such dividends (other than dividends in the form of common stock, which shall be made

in accordance with the terms of the Amended Certificate of Designation) are paid on shares of the common stock.

the Issuance Date, while shares of Series A Preferred Stock are issued and outstanding, holders of Series A Preferred Stock shall be

entitled to receive, and the Company shall pay, dividends on shares of Series A Preferred Stock equal (on an as-if-converted-to-common-stock

basis and without regard to any limitations on conversion set forth herein or otherwise) to and in the same form as dividends (other

than dividends in the form of common stock, which shall be made in accordance with the terms of the Amended Certificate of Designation)

actually paid on shares of the common stock when, as and if such dividends (other than dividends in the form of common stock, which shall

be made in accordance with the terms of the Amended Certificate of Designation) are paid on shares of the common stock.

Voting Rights .

1 unchanged sentence

limitations described in the Amended Certificate of Designation, the Series A Preferred Stock is voting stock.

Holders of the Series A

Preferred Stock are entitled to vote together with the common stock on an as-if-converted-to-common-stock basis.

Holders of common stock

are entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders.

Holders of the Series

A Preferred Stock are entitled to vote together with the common stock on an as-if-converted-to-common-stock basis.

Holders of common

stock are entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders.

Accordingly, holders

2 unchanged sentences

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.

As of March 31, 2026, there were 2,265 shares of Series A-2 Prime Preferred Stock outstanding.

Issuance of Series B-1 Preferred Stock

10 unchanged sentences

2024, as corrected by the Certificate of Correction to Series B Certificate of Designation filed with the Delaware Secretary of State

on November 8, 2024 (the “Series B Certificate of Designation”), each share of Series B-1 Preferred Stock is, subject to approval

of the Company’s stockholders, convertible into shares of common stock of the Company and, if applicable, shares of Series B-2 Convertible

Preferred Stock (the “Series B-2 Preferred Stock”), in lieu of common stock.

on November 8, 2024 (the “Series B Certificate of Designation”), each share of Series B-1 Preferred Stock is, subject to

approval of the Company’s stockholders, convertible into shares of common stock of the Company and, if applicable, shares of Series

B-2 Convertible Preferred Stock (the “Series B-2 Preferred Stock”), in lieu of common stock.

The Company has designated 50,000 shares of Series

1 unchanged sentence

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

that the conversion of the Series B-1 preferred stock results in a beneficial ownership interest in excess of the maximum percentage of

common stock upon conversion, the holders will receive them as converted equivalent for the remaining shares in preferred stock.

that the conversion of the Series B-1 preferred stock results in a beneficial ownership interest in excess of the maximum percentage

of common stock upon conversion, the holders will receive them as converted equivalent for the remaining shares in preferred stock.

On June 20, 2024, The Company held its annual

17 unchanged sentences

the Company shall pay, dividends on shares of Series B-1 Preferred Stock equal (on an as-if-converted-to-Common-Stock basis and without

regard to any limitations on conversion set forth herein or otherwise) to and in the same form as dividends (other than dividends in the

form of common stock, which shall be made in accordance with the terms of the Series B Certificate of Designation) actually paid on shares

of the common stock when, as and if such dividends (other than dividends in the form of common stock, which shall be made in accordance

with the terms of the Series B Certificate of Designation) are paid on shares of the common stock.

Stockholder approval was received on

June 20, 2024.

regard to any limitations on conversion set forth herein or otherwise) to and in the same form as dividends (other than dividends in

the form of common stock, which shall be made in accordance with the terms of the Series B Certificate of Designation) actually paid

on shares of the common stock when, as and if such dividends (other than dividends in the form of common stock, which shall be made in

accordance with the terms of the Series B Certificate of Designation) are paid on shares of the common stock.

Stockholder approval was

received on June 20, 2024.

Subject to certain limitations

9 unchanged sentences

calculation, any securities issued on the Signing Date) (the “Cap”), which each such holder being able to vote the number

of shares of Series B Preferred Stock held by it relative to the total number of shares of Series B Preferred Stock then outstanding multiplied

Notwithstanding the foregoing, the holders of the Series B Preferred Stock are not entitled to vote together with the common

stock on an as-if-converted-to-Common-Stock-basis with regard to the approval of the issuance of common stock upon conversion of the Series

B Preferred Stock.

of shares of Series B Preferred Stock held by it relative to the total number of shares of Series B Preferred Stock then outstanding

multiplied by the Cap.

Notwithstanding the foregoing, the holders of the Series B Preferred Stock are not entitled to vote together with

the common stock on an as-if-converted-to-Common-Stock-basis with regard to the approval of the issuance of common stock upon conversion

of the Series B Preferred Stock.

On the tenth trading day following the announcement

1 unchanged sentence

(1) the number

of shares of common stock equal to the quotient of (A) the liquidation preference with respect to such share of Series B-1 Preferred Stock,

divided by (B) the conversion price, provided that, to the extent the share conversion would cause such Holder’s beneficial ownership

to exceed 9.99 %, such holder shall receive shares of Series B-2 Preferred Stock in lieu of common stock, on a one-for-one basis, with

respect to the number of shares of common stock that exceed 9.99 % ownership divided by 1,000 .

of shares of common stock equal to the quotient of (A) the liquidation preference with respect to such share of Series B-1 Preferred

Stock, divided by (B) the conversion price, provided that, to the extent the share conversion would cause such Holder’s beneficial

ownership to exceed 9.99 %, such holder shall receive shares of Series B-2 Preferred Stock in lieu of common stock, on a one-for-one basis,

with respect to the number of shares of common stock that exceed 9.99 % ownership divided by 1,000 .

Liquidation Preference :

26 unchanged sentences

Subject to the limitations

set forth in the Series B Certificate of Designation, at the option of the holder thereof, each share of Series B-2 Preferred Stock, is

convertible into the number of shares of common stock equal to the quotient of (A) the stated value ($ 1,000 ), divided by (B) the conversion

set forth in the Series B Certificate of Designation, at the option of the holder thereof, each share of Series B-2 Preferred Stock,

is convertible into the number of shares of common stock equal to the quotient of (A) the stated value ($ 1,000 ), divided by (B) the conversion

price of $ 10.00 .

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

As of March 31, 2026, all shares of Series B-2 Preferred Stock have been converted into common stock.

Warrant Liability

In connection with the Series A Preferred Stock Offering (see Note

8), the Company issued the Warrants.

In connection with the Series A Preferred Stock

Offering (see Note 9), the Company issued the Warrants.

After the Warrants were legally issued as a result

2 unchanged sentences

The Company determined that the Warrants, while initially contingently issuable, qualified as derivative instruments pursuant

to ASC 815-40, Contracts in an Entity’s Own Equity and that the Warrants were considered issued for accounting purposes concurrently

with the Series A-1 Preferred Stock.

to ASC 815-40, Contracts in an Entity’s Own Equity and that the Warrants were considered issued for accounting purposes

concurrently with the Series A-1 Preferred Stock.

On June 26, 2023, the Company held its annual

18 unchanged sentences

The significant unobservable inputs

used in the fair value measurement of the Company’s Warrants include, but are not limited to, probability of obtaining certain shareholder

approvals, probability of reaching certain technical milestones related to the development of Oxylanthanum Carbonate, and the estimated

term of the Warrants.

Significant increases (decreases) in any of those inputs in isolation would result in a significantly higher (lower)

fair value measurement.

Generally, a change in the assumption used for the probability of obtaining certain shareholder approvals is not

correlated to a change in the probability of reaching certain technical milestones.

However, a change to the assumption used for the probability

of obtaining certain shareholder approvals or a change in the probability of reaching certain technical milestones would have been accompanied

by a directionally opposite change and a directionally similar change, respectively, in the assumption used for the estimated term.

used in the fair value measurement of the Company’s Warrants include, but are not limited to, probability of obtaining certain

shareholder approvals, probability of reaching certain technical milestones related to the development of oxylanthanum carbonate, and

the estimated term of the Warrants.

Significant increases (decreases) in any of those inputs in isolation would result in a significantly

higher (lower) fair value measurement.

Generally, a change in the assumption used for the probability of obtaining certain shareholder

approvals is not correlated to a change in the probability of reaching certain technical milestones.

However, a change to the assumption

used for the probability of obtaining certain shareholder approvals or a change in the probability of reaching certain technical milestones

would have been accompanied by a directionally opposite change and a directionally similar change, respectively, in the assumption used

for the estimated term.

The fair value of the Warrants associated with

4 unchanged sentences

(i) the threshold of exercising the warrant, (ii) the price

of the underlying security, (iii) the time to expiration, or expected term, (iv) the expected volatility of the underlying security, (v)

the risk-free rate, (vi) the number of paths, (vii) estimated probability assumptions surrounding shareholder approval as well as the

achievement by the Company of technical milestones associated with regulatory and commercial progress, and (viii) an estimated discount

of the underlying security, (iii) the time to expiration, or expected term, (iv) the expected volatility of the underlying security,

(v) the risk-free rate, (vi) the number of paths, (vii) estimated probability assumptions surrounding shareholder approval as well as

the achievement by the Company of technical milestones associated with regulatory and commercial progress, and (viii) an estimated discount

for lack of marketability.

5 unchanged sentences

the exercise price for the Warrants became fixed.

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

Therefore, as of December 31, 2024 and December 31, 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

security, (iii) the time to expiration, or expected term, (iv) the expected volatility of the underlying security, (v) the risk-free rate,

and (vi) estimated probability assumptions surrounding the achievement by the Company of technical milestones associated with regulatory

and commercial progress.

security, (iii) the time to expiration, or expected term, (iv) the expected volatility of the underlying security, (v) the risk-free

rate, (vi) discount for lack of marketability, and (vii) estimated probability assumptions surrounding the achievement by the Company

of technical milestones associated with regulatory and commercial progress.

These valuation techniques involve management’s

estimates and judgment based on unobservable inputs and are classified in Level 3.

The fair value estimates may not be indicative of the

amounts that would be realized in a market exchange.

Additionally, there may be inherent uncertainties or changes in the underlying assumptions

used, which could significantly affect the current or future fair value estimates.

Generally, a significant increase (decrease) in the

probabilities of shareholder approval and the achievement of technical milestones would have resulted in a significantly higher (lower)

fair value measurement;

however, changes in other inputs such as expected term and price of the underlying common stock will have a directionally

opposite impact on fair value measurement.

The fair value estimates may not be indicative of

the amounts that would be realized in a market exchange.

Additionally, there may be inherent uncertainties or changes in the underlying

assumptions used, which could significantly affect the current or future fair value estimates.

Generally, a significant increase (decrease)

in the probabilities of shareholder approval and the achievement of technical milestones would have resulted in a significantly higher

(lower) fair value measurement;

however, changes in other inputs such as expected term and price of the underlying common stock will

have a directionally opposite impact on fair value measurement.

The Company uses a third-party valuation expert

1 unchanged sentence

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 September 30, 2025.

model for the liability associated with the three tranches of Warrants at December 31, 2025 and March 31, 2026.

Tranche A Warrant

September 30,

Fair value of underlying stock

11 unchanged sentences

Tranche B Warrant

September 30,

Fair value of underlying stock

6 unchanged sentences

Discount for lack of marketability

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

Probability for receipt of Transitional Drug Add-On Payment

Adjustment approval for Oxylanthanum carbonate

Tranche C Warrant

September 30,

Fair value of underlying stock

3 unchanged sentences

Risk free rate

3.6 % - 3.7 %

Dividend yield

1 unchanged sentence

Discount for lack of marketability

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

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

1.56 % - 51.2 %

2.7 % - 61.41 %

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 September 30, 2025, the Company estimated the

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

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, 2025 and March 31, 2026, the Company estimated

the fair value of the Warrants to be $ 16.9 million and $ 21.7 million, respectively.

The following table summarizes activity, on an

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

as-converted to common shares basis, for the Company’s preferred stock warrants for the three months ended March 31, 2026:

Number of Average

6 unchanged sentences

Warrants exercised -

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

Outstanding, March 31, 2026 15,818,817 $ 6.41 0.88 $ -

Stock-based Compensation

7 unchanged sentences

award agreements.

A total of 130,233 shares of common stock were reserved for issuance pursuant to the 2021 Plan prior to our annual meeting

on June 26, 2023.

A total of 130,233 shares of common stock were reserved for issuance pursuant to the 2021 Plan prior to our annual

meeting on June 26, 2023.

Shareholders approved an increase to the number of shares reserved on June 26, 2023, and accordingly, at December

2 unchanged sentences

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

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.

On January 1, 2025, pursuant to a 4 % 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 March 31, 2025, approximately 1,967,649 shares

of common stock were available under the 2021 Plan.

As of March 31, 2026, there are approximately 2,194,720 shares of common stock available

under the 2021 Plan.

On January 1, 2026, pursuant to a 4 % evergreen increase provision in the 2021 Plan, the amount of shares reserved

under the Plan increased by 884,570 shares, to the number of shares reserved, for a total of 4,197,486 shares.

The following table summarizes activity for stock

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

options under all plans for the three months ended March 31, 2026:

Number of Average

7 unchanged sentences

Options exercised -

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

Outstanding, March 31, 2026 2,033,114 $ 8.31 7.99 $ 11,862

Options vested and exercisable as of March 31, 2026 976,013 $ 10.51 6.93 $ 5,344

The grant date fair value of options granted

during the three months ended March 31, 2026, was approximately $ 14.4 million.

As of March 31, 2026, the unrecognized compensation

cost related to outstanding stock options was $ 4.9 million, which is expected to be recognized as expense over approximately 3.3 years.

2 unchanged sentences

A portion of these options were

exercised early (prior to vesting), and as of September 30, 2024, none of the options remained unvested.

exercised early (prior to vesting), and as of December 31, 2024, none of the options remained unvested.

Proceeds received related to

17 unchanged sentences

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 nine months

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

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

March 31, 2025 and 2026 (in thousands):

Three Months Ended

Nine months ended

September 30,

Three Months Ended

Research and development

13 unchanged sentences

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

1 unchanged sentence

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

3 unchanged sentences

risk-free interest rate is based on median U.S.

Treasury zero coupon issues with remaining terms similar to the expected term on the options.

Treasury zero coupon issues with remaining terms similar to the expected term on the

Expected Dividend – Through

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

March 31, 2026, 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

1 unchanged sentence

of commercial sales.

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 September 30, 2024 and

September 30, 2025:

Nine months ended

September 30,

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 March 31, 2025 and

March 31, 2026:

Three Months Ended

2025 Three Months Ended

Expected volatility 108.49 % 107.44 % - 116.54 %

107.44 % - 116.14 %

Risk-free interest rate 4.38 % 3.75 % - 4.38 %

3.77 % - 4.65 %

3.75 % - 4.38 %

Dividend yield - % - %

Expected term

Expected term 6.25 years 5.50 years - 6.25 years

Net Income (Loss) Per Share

1 unchanged sentence

using the two-class method.

The two-class method uses an earnings allocation formula that determines net income (loss) per share for common

stock and any participating securities according to dividends declared and participation rights in undistributed earnings.

Diluted net income (loss) per share includes the

potential dilutive effect of common stock equivalents as if such securities were converted or exercised during the period, when the effect

The two-class method uses an earnings allocation formula that determines net income (loss) per share for

common stock and any participating securities according to dividends declared and participation rights in undistributed earnings.

Diluted net income (loss) per share includes

the potential dilutive effect of common stock equivalents as if such securities were converted or exercised during the period, when the

effect is dilutive.

Common stock equivalents include:

(i) outstanding stock options and restricted stock units;

(ii) common stock to be issued

upon the assumed exercise of the Company’s common stock warrants;

(ii) common stock to

be issued upon the assumed exercise of the Company’s common stock warrants;

(iii) convertible preferred stock;

and (iv) prior to issuance,

the issuable warrants related to the Company’s March 2023 private placement financing.

and (iv) prior to

issuance, the issuable warrants related to the Company’s March 2023 private placement financing.

The following table sets forth the computation

1 unchanged sentence

Three Months Ended

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

Basic net (loss) income per share

Net income (loss)

Dividend to Series B preferred stockholders

Net income attributable to participating securities

Net income (loss) attributable to common stockholders, 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

Three Months Ended

Diluted net loss per share

Net income (loss)

Net income attributable to participating securities

Change in fair value of preferred stock warrant liability

Net loss attributable to common stockholders, diluted

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

The following outstanding shares of potentially

2 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Three Months Ended

Options to purchase common stock

5 unchanged sentences

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.

Subsequent to March 31, 2026, pursuant to a sales

agreement dated November 13, 2024 between the Company and Guggenheim Securities, LLC, as amended by Amendment No.

1 thereto dated November

14, 2025, the Company sold 1,000,000 shares of common stock at an average price of $ 6.45 per share, resulting in net proceeds to the

Company of approximately $ 6.3 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