0001213900-23-018973.txt : 20230309
0001213900-23-018973.hdr.sgml : 20230309
20230309213941
ACCESSION NUMBER: 0001213900-23-018973
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230308
FILED AS OF DATE: 20230309
DATE AS OF CHANGE: 20230309
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Aggarwal Gaurav
CENTRAL INDEX KEY: 0001551965
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40582
FILM NUMBER: 23721462
MAIL ADDRESS:
STREET 1: C/O PANORAMA CAPITAL
STREET 2: 2440 SAND HILL ROAD, SUITE 302
CITY: MENLO PARK
STATE: CA
ZIP: 94025
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Unicycive Therapeutics, Inc.
CENTRAL INDEX KEY: 0001766140
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 813638692
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 4300 EL CAMINO REAL, SUITE 210
CITY: LOS ALTOS
STATE: CA
ZIP: 94022
BUSINESS PHONE: 650-384-0642
MAIL ADDRESS:
STREET 1: 4300 EL CAMINO REAL, SUITE 210
CITY: LOS ALTOS
STATE: CA
ZIP: 94022
4
1
ownership.xml
X0306
4
2023-03-08
0
0001766140
Unicycive Therapeutics, Inc.
UNCY
0001551965
Aggarwal Gaurav
C/O UNICYCIVE THERAPEUTICS, INC.
4300 EL CAMINO REAL SUITE 210
LOS ALTOS
CA
94022
1
0
0
0
Series A-1 Convertible Preferred Stock
0.4933
2023-03-08
4
A
0
8077
1000
A
Common Stock
8077
I
By Vivo Opportunity Fund Holdings, L.P.
The Conversion Price of the Series A-1 Preferred Stock is subject to adjustment as set forth in that certain of Designation of Preferences, Rights and Limitations of the Series A Convertible Voting Preferred Stock attached as Exhibit 3.1 to the Issuer's Form 8-K filed with the Securities and Exchange Commission on March 6, 2023 (the "Certificate of Designation"). Capitalized terms that are used but not defined in this Form 4 have the meanings given to them in the Certificate of Designation.
The shares of Series A-1 Convertible Preferred Stock are not convertible until the stockholders of the Issuer approve the Proposals. Additionally, on the Automatic Conversion Date, as set forth in the Certificate of Designation, each share of Series A-1 Preferred Stock shall automatically convert into a unit consisting of (1) shares of Common Stock (or shares of Series A-2 Preferred Stock) equal to the quotient of (A) the Liquidation Preference divided by (B) the Conversion Price, (2) a Tranche A Warrant, (3) a Tranche B Warrant and (4) a Tranche C Warrant.
The shares of Series A-1 Convertible Preferred Stock have no expiration date.
The Tranche A Warrants are exercisable for Series A-3 Preferred Stock and expire upon the Issuer's satisfaction of certain milestones. The Tranche B Warrants are exercisable for Series A-4 Preferred Stock and expire upon the Issuer's satisfaction of certain milestones. The Tranche C Warrants are exercisable for Series A-5 Preferred Stock and expire upon the Issuer's satisfaction of certain milestones. All shares of Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock and Series A-5 Preferred Stock have no expiration date and are convertible into shares of Common Stock in accordance with the Certificate of Designation.
Vivo Opportunity Fund Holdings, L.P. is the record holder of the securities. The Reporting Person is a managing member of Vivo Opportunity, LLC, which is the general partner of Vivo Opportunity Fund Holdings, L.P. The Reporting Person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
/s/ Gaurav Aggarwal
2023-03-09