UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to ____

Commission file number: 001-40582

UNICYCIVE THERAPEUTICS, INC.

(Exact name of Registrant as specified in its charter)

Delaware		2834		81-3638692
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

4300 El Camino Real, Suite 210

Los Altos, CA 94022

(650) 351-4495

(Address and telephone number of principal executive offices)

Not applicable

(Former name, former address, and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		UNCY		The NASDAQ Stock Market, LLC

As of November 12, 2025, there were 21,491,396 shares of the Company’s common stock, par value $0.001 per share, issued and outstanding.

TABLE OF CONTENTS

		Page No.
PART I – FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS	1

	Balance Sheets – As of December 31, 2024 and September 30, 2025 (unaudited)	1

	Statements of Operations (Unaudited) – Three and Nine months ended September 30, 2024 and 2025	2

	Statements of Mezzanine Equity and Stockholders’ Deficit (Unaudited) – Three and Nine months ended September 30, 2024 and 2025	3

	Statements of Cash Flows (Unaudited) – Nine months ended September 30, 2024 and 2025	4

	Notes to Financial Statements (Unaudited)	5

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	30

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	40

ITEM 4.	CONTROLS AND PROCEDURES	40

PART II – OTHER INFORMATION		41

ITEM 1.	LEGAL PROCEEDINGS	41

ITEM 1A.	RISK FACTORS	41

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	41

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	41

ITEM 4.	MINE SAFETY DISCLOSURES	41

ITEM 5.	OTHER INFORMATION	41

ITEM 6.	EXHIBITS	41

SIGNATURES		42

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Unicycive Therapeutics, Inc.

Balance Sheets

(In thousands, except for share and per share amounts)

	As of			As of
	December 31,			September 30,
	2024			2025
				(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	26,142		$	42,695
Prepaid expenses and other current assets		4,806			7,592
Total current assets		30,948			50,287
Right of use asset, net		645			249
Property and equipment, net		75			75
Total assets	$	31,668		$	50,611

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	1,058		$	957
Accrued liabilities		3,562			2,762
Warrant liability		18,936			9,147
Operating lease liability - current		564			265
Total current liabilities		24,120			13,131
Operating lease liability – long term		117			-
Total liabilities		24,237			13,131
Commitments and contingencies (Note 6)
Stockholders’ equity:
Series A-2 Prime preferred stock, $0.001 par value per share – 21,400 Series A-2 Prime shares authorized at December 31, 2024, and September 30, 2025; 6,150.21 and 2,265 Series A-2 Prime shares issued and outstanding at December 31, 2024, and September 30, 2025, respectively		-			-
Series B-2 preferred stock, $0.001 par value per share – 50,000 Series B-2 shares authorized at December 31, 2024, and September 30, 2025; 3,000 and zero Series B-2 shares issued and outstanding at December 31, 2024, and September 30, 2025, respectively		-			-
Preferred stock, $0.001 par value per share— 10,000,000 shares authorized at December 31, 2024, and September 30, 2025; zero shares issued and outstanding at December 31, 2024, and September 30, 2025		-			-
Common stock, $0.001 par value per share – 400,000,000 shares authorized at December 31, 2024, and September 30, 2025; 11,384,236 and 20,850,363 shares issued and outstanding at December 31, 2024, and September 30, 2025, respectively		11			21
Additional paid-in capital		108,690			150,617
Accumulated deficit		(101,270	)		(113,158	)
Total stockholders’ equity		7,431			37,480
Total liabilities and stockholders’ equity	$	31,668		$	50,611

See accompanying notes to the financial statements

Unicycive Therapeutics, Inc.

Statements of Operations

(In thousands, except for share and per share amounts)

(Unaudited)

	Three Months Ended September 30,						Nine months ended September 30,
	2024			2025			2024			2025

Operating expenses:
Research and development	$	3,045		$	2,964		$	14,726		$	6,871
General and administrative		3,206			4,378			8,130			15,422
Total operating expenses		6,251			7,342			22,856			22,293
Loss from operations		(6,251	)		(7,342	)		(22,856	)		(22,293	)
Other income (expenses):
Interest income		416			279			947			661
Interest expense		(15	)		(15	)		(51	)		(44	)
Change in fair value of warrant liability		1,754			1,067			6,756			9,789
Total other income (expenses)		2,155			1,331			7,652			10,406
Net loss		(4,096	)		(6,011	)		(15,204	)		(11,887	)
Dividend to Series B-1 preferred stockholders		-			-			(1,095	)		-
Net loss attributable to common stockholders	$	(4,096	)	$	(6,011	)	$	(16,299	)	$	(11,887	)
Net loss per share attributable to common stockholders, basic and diluted	$	(0.46	)	$	(0.33	)	$	(3.01	)	$	(0.85	)
Weighted-average shares outstanding used in computing net loss per share, basic and diluted		8,894,321			18,065,389			5,407,370			14,038,696

See accompanying notes to the financial statements

Unicycive Therapeutics, Inc.

Statements of Mezzanine Equity and Stockholders’ Deficit

(In thousands, except share amounts)

(Unaudited)

	Series B-1										Series A-2					Series A-2 Prime					Series B-2				Additional
	Preferred Stock						Common Stock				Preferred Stock					Preferred Stock					Preferred Stock				Paid-In			Accumulated			Stockholders’
	Shares			Amount			Shares		Amount		Shares			Amount		Shares			Amount		Shares		Amount		Capital			Deficit			Deficit
Balance at December 31, 2023		-		$	-			3,475,605	$	4		43,649		$	-		-		$	-		-		-	$	60,728		$	(64,541	)	$	(3,809	)
Net loss		-			-			-		-		-			-		-			-		-		-		-			(20,963	)		(20,963	)
Issuance of Series B-1 preferred stock, net of issuance costs		50,000			46,187			-		-		-			-		-			-		-		-		-			-			-
Dividends on Series B-1 preferred stock		-						-		-		-			-		-			-		-		-		(208	)		-			(208	)
Exchange of Series A-2 preferred stock for Series A-2 Prime preferred stock		-			-			-		-		(43,649	)		-		21,388.01			-		-		-		-			-			-
Conversion of Series A-2 Prime preferred stock into common stock		-			-			285,000		-		-			-		(1,396.50	)		-		-		-		-			-			-
Issuance of common stock for exercise of options		-			-			58		-		-			-		-			-		-		-		2			-			2
Stock-based compensation expense		-			-			-		-		-			-		-			-		-		-		522			-			522
Balance at March 31, 2024		50,000		$	46,187			3,760,663	$	4		-		$	-		19,991.51		$	-		-		-	$	61,044		$	(85,504	)	$	(24,456	)
Net income		-			-			-		-		-			-		-			-		-		-		-			9,855			9,855
Dividends Paid on Series B-1 preferred stock		-			-			-		-		-			-		-			-		-		-		(887	)		-			(887	)
Conversion of Series A-2 Prime preferred stock into common stock		-			-			595,600		1		-			-		(2,918.44	)		-		-		-		(1	)		-			-
Issuance of common stock for exercise of options		-			-			1,058		-		-			-		-			-		-		-		1			-			1
Stock-based compensation expense		-			-			-		-		-			-		-			-		-		-		641			-			641
Balance at June 30, 2024		50,000		$	46,187			4,357,321	$	5		-		$	-		17,073.07		$	-		-		-	$	60,798		$	(75,649	)	$	(14,846	)
Net income		-			-			-		-		-			-		-			-		-		-		-			(4,096	)		(4,096	)
Conversion of Series A-2 Prime preferred stock into common stock		-			-			1,216,700		1		-			-		(5,961.83	)		-		-		-		(1	)		-			-
Issuance of Series B-2 preferred stock and common stock upon conversion of Series B-1 preferred stock		(50,000	)		(46,187	)		4,211,800		5		-			-		-			-		7,882		-		46,182			-			46,187
Issuance of common stock for exercise of options		-			-			19		-		-			-		-			-

SEC Form 10-Q filed by Unicycive Therapeutics Inc.