Unicycive Therapeutics Inc.

11/14/2025 | Press release | Distributed by Public on 11/14/2025 16:11

Material Event (Form 8-K)

Item 8.01. Other Events.

As previously reported, pursuant to a sales agreement prospectus, dated November 20, 2024 (as supplemented on June 13, 2025, the "Sales Agreement Prospectus"), included in the Shelf Registration Statement (the "Registration Statement") on Form S-3 (File No. 333-283210) of Unicycive Therapeutics, Inc. (the "Company"), which Registration Statement was declared effective on November 20, 2024, the Company entered into the Sales Agreement, dated November 13, 2024 (the "Sales Agreement"), with Guggenheim Securities, LLC, as sales agent (the "Agent") to sell shares of its common stock, par value $0.001 per share (the "Common Stock"), having an aggregate offering price of up to $50,000,000 (the "Shares") from time to time, through an "at the market offering" (the "ATM Offering") as defined in Rule 415 under the Securities Act of 1933, as amended.

On November 14, 2025, the Company entered into an Amendment No. 1 to Sales Agreement with the Agent (the "Amendment") to increase the number of Shares that may be sold in the ATM Offering to $100,000,000 (the "ATM Sales Increase").

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment. A copy of the Amendment is filed herewith as Exhibit 1.1 and is incorporated by reference herein and into the Registration Statement. An opinion of Sheppard Mullin Richter and Hampton LLP with respect to the validity of additional Shares of the Company's Common Stock that may be offered and sold pursuant to the Sales Agreement, as amended by the Amendment, pursuant to the ATM Sales Increase is filed herewith as Exhibit 5.1 and is incorporated by reference into the Registration Statement.

The Company has filed a supplement to the Sales Agreement Prospectus with the U.S. Securities and Exchange Commission to address the Amendment on November 14, 2025.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Shares or any securities, nor shall there be any offer, solicitation or sale of the Shares or any securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.

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