UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
Unicycive Therapeutics, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11 |
Payment of Filing Fee (Check the appropriate box):
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Unicycive Therapeuctics, Inc.
Amendment and Supplement to the Proxy Statement
For the Annual Meeting of Stockholders
To be Held on June 20, 2024
EXPLANATORY NOTE
On April 26, 2024, Unicycive Therapeuctics, Inc. (“Unicycive” or the “Company”) filed its definitive proxy statement (the “Proxy Statement”) with the Securities and Exchange Commission (“SEC”) for its annual meeting of shareholders to be held on June 20, 2024 (the “Annual Meeting”).
The Company has retained Alliance Advisors as its strategic shareholder advisor and proxy solicitation agent in connection with the solicitation of proxies for the Annual Meeting.
The Company is voluntarily amending and supplementing the Proxy Statement with the information provided in this amendment and supplement to the Proxy Statement (the “Amendment and Supplement”) to disclose the retainment of strategic shareholder advisor and proxy solicitation agent. This Amendment and Supplement is being filed with the SEC on or about May 8, 2024.
Any proxies submitted by stockholders before the date of this Amendment and Supplement will be voted as instructed on those proxies, unless a stockholder changes his or her vote by submitting a later dated proxy. Stockholders should follow the instructions described in the Proxy Statement regarding how to submit proxies or vote at the Annual Meeting.
THIS AMENDMENT AND SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT.
This supplemental information should be read in conjunction with the Proxy Statement, which should be read in its entirety. Section references in the below disclosures are to sections in the Proxy Statement, and defined terms used but not defined herein have the meanings set forth in the Proxy Statement. To the extent the following information differs from or conflicts with the information contained in the Proxy Statement, the information set forth below shall be deemed to supersede the respective information in the Proxy Statement.
Amendments and Supplemental Disclosure
Notice
Immediately above “By the Order of the Board of Directors” in the Notice, the following will be inserted:
“If you have any questions or need assistance voting your shares, please call Alliance Advisors at:
Strategic Shareholder Advisor and Proxy Solicitation Agent
200 Broadacres Drive
Bloomfield, NJ 07003
North American Toll Free Phone:
1-833-501-4837
Email: UNCY@allianceadvisors.com
Call Collect Outside North America: 1-209-692-6143”
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Proxy Statement
The text under the heading “QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING— Who is Paying for the Expenses Involved in Preparing and Mailing this Proxy Statement?” is amended and restated as follows (new text in bold and underline):
“All of the expenses involved in preparing, assembling and mailing these proxy materials and all costs of soliciting proxies will be paid by us. In addition to the solicitation by mail, proxies may be solicited by our officers and other employees by telephone or in person. Such persons will receive no compensation for their services other than their regular salaries. Arrangements will also be made with brokerage houses and other custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the shares held of record by such persons, and we may reimburse such persons for reasonable out of pocket expenses incurred by them in forwarding solicitation materials. In addition, we have retained Alliance Advisors as our strategic shareholder advisor and proxy solicitation agent in connection with the solicitation of proxies for the Annual Meeting at an approximate cost of $12,500, plus $5,000 for expenses. If you have any questions or require any assistance with completing your proxy, please contact Alliance Advisors by telephone (toll-free within North America) at 1-833-501-4837 or (call collect outside North America) at 1-209-692-6143 or by email at UNCY@allianceadvisors.com.
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