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Unicycive Therapeutics Inc

For the period ended Sep 30, 2024. Filed Nov 13, 2024.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Nov 13, 2024

UNCY$3.70+4.2%Stored close · as of Nov 9, 2026

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Item 5. OTHER INFORMATION

Rule 10b5-1 Trading Plans

During the three months ended September 30, 2024, no Section 16 officers and directors adopted, modified orterminated a “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K of the Exchange Act), except that on September 20, 2024, Shalabh Gupta, M.D., our Chief Executive Officer, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 900,000 shares of our common stock beginning on January 20, 2025 andterminating on January 19, 2026.

Certificate of Correction

On November 8, 2024, we filed a Certificate of Correction with the Secretary of State of Delaware (“Certificate of Correction”) for our Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (“Series B Certificate of Designation”) filed with the Secretary of State of Delaware on March 14, 2024. The Certificate of Correction was filed to correct certain scrivener’s errors in the Series B Certificate of Designation with respect to voting rights for the Series B Convertible Preferred Stock under Section 4(a) and conversion at the option of holder under Section 6(c) thereof. Specifically, Section 4(a) of the Series B Certificate of Designation inadvertently stated that the “Voting Conversion Price” be used for determining the as-converted amount of the Series B Convertible Preferred Stock instead of using the “Conversion Price” for such determination and also failed to reference the limitations imposed by Section 6(f). In addition, Section 6(c) of the Series B Certificate of Designation inadvertently used a fixed number of shares of common stock into which shares of Series B-2 Convertible Preferred Stock convert into (one thousand shares), instead of based on the conversion rate equal to the Stated Value ($1,000) divided by the Conversion Price ($1.00). Pursuant to Section 103(f) of the Delaware General Corporation Law, the correction was effective as of March 14, 2024, except as to those persons who are substantially and adversely affected by the correction, and as to those persons the correction was effective as of November 8, 2024.

The foregoing description of the Certificate of Correction is qualified in its entirety by reference to the full text of the Certificate of Correction, which is filed herewith as Exhibit 3.1 and incorporated herein by reference.

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