Form SC 13G/A - Statement of Beneficial Ownership by Certain Investors: [Amend]
15 Novembre 2024 - 1:01AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G/A
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. 1)*
Unicycive Therapeutics,
Inc.
(Name
of Issuer)
Common
Stock, $0.001 par value per share
(Title
of Class of Securities)
90466Y103
(CUSIP
Number)
October 9, 2024
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
| * |
The remainder
of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page. |
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
| 1. |
NAMES
OF REPORTING PERSONS
Vivo
Opportunity Fund Holdings, L.P. |
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐ (b) ☑ |
| 3. |
SEC
USE ONLY
|
| 4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE
VOTING POWER
60,961,729
(1)(2) |
| 6. |
SHARED
VOTING POWER
0 |
| 7. |
SOLE
DISPOSITIVE POWER
60,961,729
(1)(2) |
| 8. |
SHARED
DISPOSITIVE POWER
0 |
| 9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,961,729
(1)(2) |
| 10. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
| 11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%
(2) |
| 12. |
TYPE
OF REPORTING PERSON
PN |
| (1) |
Represents (i) 9,970,152 shares of common stock, par value $0.001 per
share (the “Common Stock”) of Unicycive Therapeutics, Inc. (the “Issuer”), (ii) 7,929,000
shares of Common Stock issuable upon conversion of 3,885.21 shares of Series A-2 Convertible Preferred Stock, par value $0.001 per share
(the “Series A-2 Preferred Stock”) convertible within 60 days of this Statement, (iii) 12,802,388 shares of
Common Stock issuable upon conversion of 6,913.28952 shares of Series A-3 Convertible Preferred Stock, par value $0.001 per share (the
“Series A-3 Preferred Stock”) underlying Tranche A Warrants that are exercisable within 60 days of this Statement,
(iv) 11,638,534 shares of Common Stock issuable upon conversion of 6,866.73506 shares of Series A-4 Convertible Preferred Stock, par value
$0.001 per share (the “Series A-4 Preferred Stock”) underlying Tranche B Warrants that are exercisable within
60 days of this Statement, and (v) 18,621,655 shares of Common Stock issuable upon conversion of 13,780.0247 shares of Series A-5 Convertible
Preferred Stock, par value $0.001 per share (the “Series A-5 Preferred Stock”) underlying Tranche C Warrants
that are exercisable within 60 days of this Statement. All securities are held of record by Vivo Opportunity Fund Holdings, L.P. Vivo
Opportunity, LLC is the general partner of Vivo Opportunity Fund Holdings, L.P. |
| (2) |
The percent of class is based on 103,796,406 shares of Common
Stock outstanding as of November 13, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on November 13, 2024. The Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock
and Series A-5 Preferred Stock contain provisions preventing such Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series A-4
Preferred Stock and Series A-5 Preferred Stock from being converted if such conversion would result in the holder obtaining greater than
9.99% of the Issuer’s voting securities. However, the amounts reported in rows 5, 7 and 9 herein represent the number of shares
of Common Stock that would be issuable upon conversion of the Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred
Stock and Series A-5 Preferred Stock in full, and do not give effect to the blocking provisions. |
| 1. |
NAMES
OF REPORTING PERSONS
Vivo
Opportunity, LLC |
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐ (b) þ |
| 3. |
SEC
USE ONLY
|
| 4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE
VOTING POWER
60,961,729 (1)(2) |
| 6. |
SHARED
VOTING POWER
0 |
| 7. |
SOLE
DISPOSITIVE POWER
60,961,729 (1)(2) |
| 8. |
SHARED
DISPOSITIVE POWER
0 |
| 9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,961,729 (1)(2) |
| 10. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
| 11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99% (2) |
| 12. |
TYPE
OF REPORTING PERSON
OO |
| (1) |
Represents (i) 9,970,152 shares of Common Stock of the Issuer, (ii)
7,929,000 shares of Common Stock issuable upon conversion of 3,885.21 shares of Series A-2 Preferred Stock convertible within 60 days
of this Statement, (iii) 12,802,388 shares of Common Stock issuable upon conversion of 6,913.28952 shares of Series A-3 Preferred Stock
underlying Tranche A Warrants that are exercisable within 60 days of this Statement, (iv) 11,638,534 shares of Common Stock issuable upon
conversion of 6,866.73506 shares of Series A-4 Preferred Stock underlying Tranche B Warrants that are exercisable within 60 days of this
Statement, and (v) 18,621,655 shares of Common Stock issuable upon conversion of 13,780.0247 shares of Series A-5 Preferred Stock underlying
Tranche C Warrants that are exercisable within 60 days of this Statement. All securities are held of record by Vivo Opportunity Fund Holdings,
L.P. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund Holdings, L.P. |
| (2) |
The percent of class is based on 103,796,406 shares of Common Stock
outstanding as of November 13, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on November 13, 2024. The Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock and Series A-5
Preferred Stock contain provisions preventing such Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock
and Series A-5 Preferred Stock from being converted if such conversion would result in the holder obtaining greater than 9.99% of the
Issuer’s voting securities. However, the amounts reported in rows 5, 7 and 9 herein represent the number of shares of Common Stock
that would be issuable upon conversion of the Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock and Series
A-5 Preferred Stock in full, and do not give effect to the blocking provisions. |
| |
(a) |
Name of Issuer: |
| |
|
Unicycive Therapeutics, Inc. (the “Issuer”) |
| |
|
|
| |
(b) |
Address of Issuer’s Principal
Executive Offices: |
| |
|
4300 El Camino Real, Suite 210, Los Alto, CA 94022 |
| (a)
– (c) | Name of Persons Filing; Address; Citizenship: |
| |
(i) |
Vivo Opportunity Fund Holdings,
L.P., a Delaware limited partnership; and |
| |
(ii) |
Vivo Opportunity, LLC, a Delaware limited liability company. Vivo Opportunity,
LLC is the general partner of Vivo Opportunity Fund Holdings, L.P. |
| |
|
The address of the principal business office of the Reporting Persons
is 192 Lytton Avenue, Palo Alto, CA 94301. |
| |
|
| (d) |
Title of Class
of Securities: |
| |
Common Stock, par value $0.001 per share (“Common Stock”). |
| |
|
| (e) |
CUSIP Number: |
| |
90466Y103 |
| Item 3. |
If
this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
| (a) |
☐ |
Broker or dealer registered under Section 15 of the
Act; |
| |
|
|
| (b) |
☐ |
Bank as defined in Section 3(a)(6) of the Act; |
| |
|
|
| (c) |
☐ |
Insurance company as defined in Section 3(a)(19) of
the Act; |
| |
|
|
| (d) |
☐ |
Investment company registered under Section 8 of the
Investment Company Act of 1940; |
| |
|
|
| (e) |
☐ |
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| |
|
|
| (f) |
☐ |
An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F); |
| |
|
|
| (g) |
☐ |
A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G); |
| |
|
|
| (h) |
☐ |
A savings associations as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| |
|
|
| (i) |
☐ |
A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of the Investment Company Act of 1940; |
| |
|
|
| (j) |
☐ |
A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); |
| |
|
|
| (k) |
☐ |
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as
a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
| |
|
|
| |
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution: |
| |
(a) and (b) |
Amount beneficially
owned: |
| |
|
|
| |
|
The information set forth
in rows 5 through 11 of the cover pages is incorporated by reference into this Item 4. |
| |
|
|
| |
|
The shares reported in this Schedule 13G represent (i) 9,970,152 shares
of Common Stock of the Issuer, (ii) 7,929,000 shares of Common Stock issuable upon conversion of 3,885.21 shares of Series A-2 Preferred
Stock convertible within 60 days of this Statement, (iii) 12,802,388 shares of Common Stock issuable upon conversion of 6,913.28952 shares
of Series A-3 Preferred Stock underlying Tranche A Warrants that are exercisable within 60 days of this Statement, (iv) 11,638,534 shares
of Common Stock issuable upon conversion of 6,866.73506 shares of Series A-4 Preferred Stock underlying Tranche B Warrants that are exercisable
within 60 days of this Statement, and (v) 18,621,655 shares of Common Stock issuable upon conversion of 13,780.0247 shares of Series A-5
Preferred Stock underlying Tranche C Warrants that are exercisable within 60 days of this Statement. All securities are held of record
by Vivo Opportunity Fund Holdings, L.P. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund Holdings, L.P. |
| |
|
|
| |
|
The Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series
A-4 Preferred Stock and Series A-5 Preferred Stock contain provisions preventing such Series A-2 Preferred Stock, Series A-3 Preferred
Stock, Series A-4 Preferred Stock and Series A-5 Preferred Stock from being converted if such conversion would result in the holder obtaining
greater than 9.99% of the Issuer’s voting securities. However, the amounts reported in this Item 4 represent the number of shares
of Common Stock that would be issuable upon conversion of the Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred
Stock and Series A-5 Preferred Stock in full, and do not give effect to the blocking provisions. |
| |
|
|
| |
(c) |
Number of shares as to which such person has: |
| Reporting
Person | |
Sole
Voting
Power | | |
Shared
Voting
Power | | |
Sole
Dispositive
Power | | |
Shared
Dispositive
Power | | |
Percentage
of Common
Stock
Outstanding | |
| Vivo Opportunity
Fund Holdings, L.P. | |
| 60,961,729 | | |
| 0 | | |
| 60,961,729 | | |
| 0 | | |
| 9.99 | %* |
| Vivo Opportunity, LLC | |
| 60,961,729 | | |
| 0 | | |
| 60,961,729 | | |
| 0 | | |
| 9.99 | %* |
| * |
The percent of class is based on 103,796,406 shares of Common Stock
outstanding as of November 13, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on November 13, 2024, plus the shares of Common Stock underlying Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series
A-4 Preferred Stock and Series A-5 Preferred Stock held by Vivo Opportunity Fund Holdings, L.P., after giving effect to the blocking provisions
described above, which prevent the Reporting Persons from converting Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series A-4
Preferred Stock and Series A-5 Preferred Stock in excess of 9.99% of the Issuer’s voting securities. |
| Item 5. |
Ownership of Five Percent or Less of a Class. |
Not
applicable.
| Item 6. |
Ownership of More than Five Percent on Behalf of
Another Person. |
Not
applicable.
| Item 7. |
Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not
applicable.
| Item 8. |
Identification and Classification of Members of
the Group. |
Not
applicable.
| Item 9. |
Notice of Dissolution of Group. |
Not
applicable.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction
having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and correct.
Date:
November 14, 2024
| VIVO
OPPORTUNITY FUND HOLDINGS, L.P, |
|
| |
|
| By: Vivo Opportunity, LLC |
|
| Its: General Partner |
|
| |
|
| /s/
Kevin Dai |
|
| Name: |
Kevin Dai |
|
| Title: |
Managing Member |
|
| |
|
| VIVO
OPPORTUNITY, LLC |
|
| |
|
| /s/
Kevin Dai |
|
| Name:
|
Kevin Dai |
|
| Title: |
Managing Member |
|
6
Unicycive Therapeutics (NASDAQ:UNCY)
Graphique Historique de l'Action
De Oct 2024 à Nov 2024
Unicycive Therapeutics (NASDAQ:UNCY)
Graphique Historique de l'Action
De Nov 2023 à Nov 2024
