6. 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. Unicycive Therapeutics, Inc., et al., Case No. 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 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. 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., Case No. 3:25-cv-09338-SK (the “Jackson Action”), and Henry v. Gupta, et al., Case No. 3:25-cv-09625-PHK (the “Henry Action” and collectively with the Jackson Action, the “Derivative Actions”), respectively, were filed in the U.S. District Court for the Northern District of California against certain members of the Company’s board of directors and officers. The plaintiffs purport to bring these actions derivatively on behalf of the Company, and the Company is a nominal defendant in the action. The derivative complaints allege, among other things, that the individual defendants authorized or permitted materially false statements and/or material omissions regarding the prospects of the Company’s OLC NDA. The derivative complaints assert claims for violations of Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, as well as claims for breach of fiduciary duty, gross mismanagement, waste of corporate assets, and unjust enrichment. The derivative complaints seek unspecified damages on behalf of the Company, corporate governance reforms, disgorgement and restitution, and an award of costs and expenses to the derivative plaintiff, including attorneys’ fees. At this early stage of the proceedings, the Company is unable to make any prediction regarding the outcome of the Derivative Actions.

It is possible that additional lawsuits will be filed or allegations will be made by stockholders with respect to these same or other matters also naming the Company and/or our officers and directors as defendants. The Company intends to vigorously defend against the claims brought by the plaintiffs in each of these matters.

Such lawsuits are subject to inherent uncertainties, and the actual defense and disposition costs will depend upon many unknown factors. The outcome of the pending lawsuits and any other related lawsuits is necessarily uncertain. The Company could be forced to expend significant resources and may incur substantial legal fees and costs in defending against the pending lawsuits and any other related lawsuits, and we may not prevail. Monitoring, initiating and defending against legal actions is time-consuming for our management, is likely to be expensive, and may detract from the ability to fully focus internal resources on business activities. Additionally, the Company may not be successful in having any such lawsuits dismissed or settled within the limits of insurance coverage. Given the early stage of these lawsuits and the inherent uncertainty of litigation, the Company cannot predict how long it may take to resolve the pending lawsuits or the potential outcome or possible amount of any damages. As such, we currently are unable to reasonably estimate the possible losses or a range of possible losses that may result from these matters, if any. Expenses associated with the pending lawsuits and any potential related lawsuits could be material to the consolidated financial statements if we do not prevail in the defense of such lawsuits, or even if we do prevail.

Indemnification

In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications, including for losses suffered or incurred by the indemnified party, in connection with any trade secret, copyright, patent or other intellectual property infringement claim by any third party with respect to its technology. The term of these indemnification agreements is generally perpetual any time after the execution of the agreement. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future, but that have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations.

The Company believes that the likelihood of conditions arising that would trigger these indemnities is remote and, historically, the Company had not made any significant payment under such indemnification provisions. Accordingly, the Company has not recorded any liabilities relating to these agreements. However, the Company may record charges in the future as a result of these indemnification obligations.

Additionally, the Company has agreed to indemnify its directors and officers for certain events or occurrences while the director or officer is, or was serving, at the Company’s request in such capacity. The indemnification period covers all pertinent events and occurrences during the director’s or officer’s service.

Employee Benefit Plan

In December 2021, the Company implemented a 401(k) Plan which covers all eligible employees of the Company (the “401(k) Plan”). Employer matching contributions are immediately 100% vested. The Company’s 401(k) Plan provides that the Company match each participant’s contribution at 100% up to 4% of the employee’s eligible compensation. Company contributions to the 401(k) Plan totaled approximately $104,000 and $134,000 for the nine months ended September 30, 2024 and September 30, 2025, respectively.