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Washington, DC 20549





Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): December 29, 2022


Unicycive Therapeutics, Inc.

(Exact name of registrant as specified in its charter)


Delaware   001-40582   81-3638692
(State or other jurisdiction of
incorporation or organization)
  (Commission File Number)   IRS Employer
Identification No.)


4300 El Camino Real, Suite 210

Los Alto, CA 94022

(Address of principal executive offices)


Registrant’s telephone number, including area code: (650) 351-4495



(Former name or former address, if changed since last report)


Securities registered pursuant to Section 12(b) of the Act:


Title of each class:   Trading Symbol(s)   Name of each exchange on which registered:
Common Stock   UNCY   Nasdaq Capital Market


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 


Emerging growth company  


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 







Item 1.02 Termination of a Material Definitive Agreement.


On December 29, 2022, Unicycive Therapeutics, Inc. (the “Company”), provided notice of its termination, effective January 8, 2023, of the Capital on Demand Sales Agreement™, dated as of August 15, 2022 (the “Sales Agreement”), by and between the Company and JonesTrading Institutional Services LLC (“JonesTrading”). As previously reported, pursuant to the terms of the Sales Agreement, the Company could offer and sell shares of its common stock, par value $0.001 per share, having aggregate offering sales proceeds of up to $3,000,000 (the “Shares”), through JonesTrading. The Company is not subject to any termination penalties related to the termination of the Sales Agreement. There have been no sales pursuant to the Sales Agreement since December 15, 2022. Although the official termination of the Sales Agreement will take effect on January 8, 2023, the Company will not make any sales under the Sales Agreement.


On December 29, 2022, the Company issued a press release to announce the termination of the Sales Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits


(d) Exhibits.


99.1   Press Release of Unicycive Therapeutics, Inc. dated December 29, 2022.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document







Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated: December 29, 2022


  By: /s/ Shalabh Gupta
    Shalabh Gupta
    Chief Executive Officer