Form SC 13G - Statement of acquisition of beneficial ownership by individuals
15 July 2023 - 6:30AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. )*
Unicycive
Therapeutics, Inc.
(Name
of Issuer)
Common
Stock, $0.001 par value per share
(Title
of Class of Securities)
90466Y103
(CUSIP
Number)
July
11, 2023
(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)
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
59,961,729
(1)(2) |
6. |
SHARED
VOTING POWER
0 |
7. |
SOLE
DISPOSITIVE POWER
59,961,729
(1)(2) |
8. |
SHARED
DISPOSITIVE POWER
0 |
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
59,961,729
(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) 3,470,152 shares of common stock, par value $0.001 per share (the “Common Stock”) of Unicycive Therapeutics,
Inc. (the “Issuer”), (ii) 13,429,000 shares of Common Stock issuable upon conversion of 13,429,000 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 12,802,388 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
11,638,534 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 18,621,655 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. The shares of Common
Stock, Series A-2 Preferred Stock, Tranche A Warrants, Tranche B Warrants and Tranche C Warrants were received by Vivo Opportunity Fund
Holdings, L.P. upon the automatic conversion of 8,077 shares of Series A-1 Convertible Preferred Stock, par value $0.001 per share (the
“Series A-1 Preferred Stock”) on July 11, 2023. 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
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
59,961,729
(1)(2) |
6. |
SHARED
VOTING POWER
0 |
7. |
SOLE
DISPOSITIVE POWER
59,961,729
(1)(2) |
8. |
SHARED
DISPOSITIVE POWER
0 |
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
59,961,729
(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) 3,470,152 shares of Common Stock of the Issuer, (ii) 13,429,000 shares of Common Stock issuable upon conversion of 13,429,000 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 12,802,388 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 11,638,534 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 18,621,655 shares of Series A-5 Preferred Stock underlying Tranche C Warrants that are exercisable within 60 days of this Statement.
The shares of Common Stock, Series A-2 Preferred Stock, Tranche A Warrants, Tranche B Warrants and Tranche C Warrants were received by
Vivo Opportunity Fund Holdings, L.P. upon the automatic conversion of 8,077 shares of Series A-1 Preferred Stock on July 11, 2023. 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
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) 3,470,152
shares of Common Stock, (ii) 13,429,000 shares of Common Stock issuable upon conversion of 13,429,000 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 12,802,388 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 11,638,534 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 18,621,655 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. | |
| 59,961,729 | | |
| 0 | | |
| 59,961,729 | | |
| 0 | | |
| 9.99 | %* |
Vivo Opportunity, LLC | |
| 59,961,729 | | |
| 0 | | |
| 59,961,729 | | |
| 0 | | |
| 9.99 | %* |
| * | The percent of class was based on 34,750,042 shares of Common Stock
of the Issuer outstanding after giving effect to the automatic conversion of all outstanding shares of Series A-1 Preferred Stock on July
11, 2023, as reported by the Issuer to the Reporting Persons, 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:
July 14, 2023
VIVO
OPPORTUNITY FUND HOLDINGS, L.P, |
|
|
|
By: |
Vivo Opportunity, LLC |
|
Its: |
General Partner |
|
|
|
/s/
Gaurav Aggarwal |
|
Name: |
Gaurav Aggarwal |
|
Title: |
Managing Member |
|
|
|
VIVO
OPPORTUNITY, LLC |
|
|
|
/s/
Gaurav Aggarwal |
|
Name: |
Gaurav Aggarwal |
|
Title: |
Managing Member |
|
EXHIBIT
INDEX
Exhibit
Exhibit 99.1
Joint Filing Agreement
The undersigned acknowledge and agree
that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this
statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing
statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy
of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that
such information is inaccurate.
Date: July 14, 2023
VIVO OPPORTUNITY FUND HOLDINGS, L.P, |
|
|
|
By: |
Vivo Opportunity, LLC
|
|
Its: |
General Partner |
|
|
|
/s/ Gaurav Aggarwal |
|
Name: |
Gaurav Aggarwal |
|
Title: |
Managing Member |
|
|
|
|
VIVO OPPORTUNITY, LLC |
|
|
|
/s/ Gaurav Aggarwal |
|
Name: |
Gaurav Aggarwal
|
|
Title: |
Managing Member |
|
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