SEC Form SC 13G filed by Unicycive Therapeutics Inc.

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. )¹

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

1              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 disclosures provided in a prior cover page.

The information required on 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) Consists of Shares (as defined below) underlying certain Series A-1 Preferred Stock (as defined below).

(1) Consists of Shares underlying certain Series A-1 Preferred Stock.

(1) Consists of Shares underlying certain Series A-1 Preferred Stock.

(1) Consists of Shares underlying certain Series A-1 Preferred Stock.

(1) Consists of Shares underlying certain Series A-1 Preferred Stock.

(1) Consists of Shares underlying certain Series A-1 Preferred Stock.

(1) Consists of Shares underlying certain Series A-1 Preferred Stock.

(1) Consists of Shares underlying certain Series A-1 Preferred Stock.

(1) Consists of Shares underlying certain Series A-1 Preferred Stock.

(1) Consists of Shares underlying certain Series A-1 Preferred Stock.

Unicycive Therapeutics, Inc., a Delaware corporation (the “Issuer”).

4300 El Camino Real, Suite 210

Los Altos, CA 94022

Biotechnology Value Fund, L.P. (“BVF”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF I GP LLC (“BVF GP”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

Biotechnology Value Fund II, L.P. (“BVF2”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF II GP LLC (“BVF2 GP”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

Biotechnology Value Trading Fund OS LP (“Trading Fund OS”)

PO Box 309 Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Citizenship: Cayman Islands

BVF Partners OS Ltd. (“Partners OS”)

PO Box 309 Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Citizenship: Cayman Islands

BVF GP Holdings LLC (“BVF GPH”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF Partners L.P. (“Partners”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF Inc.

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

Mark N. Lampert (“Mr. Lampert”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: United States

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Common Stock, $0.001 par value per share (the “Shares”).

90466Y103

As of the close of business on July 6, 2023, the Reporting Persons held shares of Series A-1 Convertible Preferred Stock (the “Series A-1 Preferred Stock”), which will automatically convert into Units consisting of Shares and, as applicable, shares of Series A-2 Convertible Preferred Stock (the “Series A-2 Preferred Stock”), Tranche A Warrants (the “Tranche A Warrants”), Tranche B Warrants (the “Tranche B Warrants”) and Tranche C Warrants (the “Tranche C Warrants” and together with the Tranche A Warrants and Tranche B Warrants, the “Warrants”) on the 10^th Trading Day (as defined in the Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Voting Preferred Stock (the “Series A Certificate of Designation”)) following June 26, 2023 (the “Automatic Conversion”). The Tranche A Warrants, Tranche B Warrants and Tranche C Warrants are, in turn, exercisable into shares of Series A-3 Convertible Preferred Stock (the “Series A-3 Preferred Stock”), shares of Series A-4 Convertible Preferred Stock (the “Series A-4 Preferred Stock”) and shares of Series A-5 Convertible Preferred Stock (the “Series A-5 Preferred Stock” and together with the Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock and Series A-5 Preferred Stock, the “Series A Preferred Stock”), respectively. The Series A Preferred Stock is, in turn, convertible into Shares subject to the Beneficial Ownership Limitation (as defined below). The ownership reported herein assumes that the Series A-1 Preferred Stock has converted into Shares and, as applicable, Series A-2 Preferred Stock and Warrants.

A holder of Series A Preferred Stock shall not have the right to convert any portion of the Series A Preferred Stock and such Series A Preferred Stock shall not be automatically converted, to the extent that after giving effect to such conversion, such holder (together with such holder’s affiliates, any other persons acting as a group together, and any other persons whose beneficial ownership of Shares would be aggregated with the holder’s and the other Attribution Parties (as defined in the Series A Certificate of Designation) for purposes of Section 13(d) of the Securities Exchange Act of 1934 would beneficially own in excess of 9.99% of the Shares outstanding immediately after giving effect to such conversion, which may not be increased on less than 61 days’ notice (the “Beneficial Ownership Limitation”).

Following the Automatic Conversion, the Reporting Persons will hold an aggregate of 3,470,225 Shares.

Following the Automatic Conversion, the Reporting Persons will hold shares of Series A-2 Preferred Stock, which are convertible into an aggregate of 8,600,000 Shares, subject to the Beneficial Ownership Limitation. As of the date hereof, the Series A-2 Preferred Stock would not be convertible into any Shares due to the Beneficial Ownership Limitation.

Following the Automatic Conversion, the Reporting Persons will hold Tranche A Warrants to purchase shares of Series A-3 Preferred Stock, which in turn are convertible into an aggregate of 9,144,108 Shares, subject to the Beneficial Ownership Limitation. The Tranche A Warrants are exercisable at any time upon issuance at an exercise price per share of Series A-3 Preferred Stock (the “Tranche A Exercise Price”) equal to 110% of the Conversion Price (as defined in the Series A Certificate of Designation) and expire 21 days following the Issuer’s announcement of receipt of FDA approval for Renazorb. As of the date hereof, assuming all of the Tranche A Warrants held in the aggregate by the Reporting Persons were exercised for Series A-3 Preferred Stock, the Series A-3 Preferred Stock would not be convertible into any Shares due to the Beneficial Ownership Limitation.

Following the Automatic Conversion, the Reporting Persons will hold Tranche B Warrants to purchase shares of Series A-4 Preferred Stock, which in turn are convertible into an aggregate of 8,312,824 Shares, subject to the Beneficial Ownership Limitation. The Tranche B Warrants are exercisable at any time upon issuance at an exercise price per share of Series A-4 Preferred Stock (the “Tranche B Exercise Price”) equal to 110% of the Tranche A Exercise Price and expire 21 days following the Issuer’s announcement of receipt of Transitional Drug Add-On Payment Adjustment approval for Renazorb. As of the date hereof, assuming all of the Tranche B Warrants held in the aggregate by the Reporting Persons were exercised for Series A-4 Preferred Stock, the Series A-4 Preferred Stock would not be convertible into any Shares due to the Beneficial Ownership Limitation.

Following the Automatic Conversion, the Reporting Persons will hold Tranche C Warrants to purchase shares of Series A-5 Preferred Stock, which in turn are convertible into an aggregate of 13,300,517 Shares, subject to the Beneficial Ownership Limitation. The Tranche C Warrants are exercisable at any time upon issuance at an exercise price per share of Series A-5 Preferred Stock equal to 125% of the Tranche B Exercise Price and expire 21 days following the Issuer’s public disclosure of financial results for four quarters of commercial sales of Renazorb following receipt of Transitional Drug Add-On Payment Adjustment approval for Renazorb, commencing with the first quarter in which the Issuer receives revenue from Centers for Medicare and Medicaid Services for Renazorb under the Transitional Drug Add-On Payment Adjustment. As of the date hereof, assuming all of the Tranche C Warrants held in the aggregate by the Reporting Persons were exercised for Series A-5 Preferred Stock, the Series A-5 Preferred Stock would not be convertible into any Shares due to the Beneficial Ownership Limitation.

As of the close of business on July 6, 2023, (i) BVF beneficially owned 1,856,241 Shares, which are issuable upon the Automatic Conversion and excludes (a) 4,590,000 Shares underlying certain shares of Series A-2 Preferred Stock, (b) 4,883,515 Shares underlying certain shares of Series A-3 Preferred Stock, which in turn are underlying certain Tranche A Warrants, (c) 4,439,559 Shares underlying certain shares of Series A-4 Preferred Stock, which in turn are underlying certain Tranche B Warrants, and (d) 7,103,294 Shares underlying certain shares of Series A-5 Preferred Stock, which in turn are underlying certain Tranche C Warrants, (ii) BVF2 beneficially owned 1,405,879 Shares, which are issuable upon the Automatic Conversion and excludes (a) 3,490,000 Shares underlying certain shares of Series A-2 Preferred Stock, (b) 3,708,999 Shares underlying certain shares of Series A-3 Preferred Stock, which in turn are underlying certain Tranche A Warrants, (c) 3,371,817 Shares underlying certain shares of Series A-4 Preferred Stock, which in turn are underlying certain Tranche B Warrants, and (d) 5,394,907 Shares underlying certain shares of Series A-5 Preferred Stock, which in turn are underlying certain Tranche C Warrants, and (iii) Trading Fund OS beneficially owned 160,725 Shares, which are issuable upon the Automatic Conversion and excludes (a) 400,000 Shares underlying certain shares of Series A-2 Preferred Stock, (b) 424,791 Shares underlying certain shares of Series A-3 Preferred Stock, which in turn are underlying certain Tranche A Warrants, (c) 386,173 Shares underlying certain shares of Series A-4 Preferred Stock, which in turn are underlying certain Tranche B Warrants, and (d) 617,876 Shares underlying certain shares of Series A-5 Preferred Stock, which in turn are underlying certain Tranche C Warrants.

BVF GP, as the general partner of BVF, may be deemed to beneficially own the 1,856,241 Shares beneficially owned by BVF.

BVF2 GP, as the general partner of BVF2, may be deemed to beneficially own the 1,405,879 Shares beneficially owned by BVF2.

Partners OS, as the general partner of Trading Fund OS, may be deemed to beneficially own the 160,725 Shares beneficially owned by Trading Fund OS.

BVF GPH, as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the 3,262,120 Shares beneficially owned in the aggregate by BVF and BVF2.

Partners, as the investment manager of BVF, BVF2 and Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the 3,470,225 Shares beneficially owned in the aggregate by BVF, BVF2 and Trading Fund OS and held in a certain Partners managed account (the “Partners Managed Account”), including 47,380 Shares that are issuable to the Partners Managed Account following the Automatic Conversion and excluding (a) 120,000 Shares underlying certain shares of Series A-2 Preferred Stock, (b) 126,803 Shares underlying certain shares of Series A-3 Preferred Stock, which in turn are underlying certain Tranche A Warrants, (c) 115,275 Shares underlying certain shares of Series A-4 Preferred Stock, which in turn are underlying certain Tranche B Warrants, and (d) 184,440 Shares underlying certain shares of Series A-5 Preferred Stock, which in turn are underlying certain Tranche C Warrants.

BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 3,470,225 Shares beneficially owned by Partners.

Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 3,470,225 Shares beneficially owned by BVF Inc.

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any Shares owned by another Reporting Person. BVF GP disclaims beneficial ownership of the Shares beneficially owned by BVF. BVF2 GP disclaims beneficial ownership of the Shares beneficially owned by BVF2. Partners OS disclaims beneficial ownership of the Shares beneficially owned by Trading Fund OS. BVF GPH disclaims beneficial ownership of the Shares beneficially owned by BVF and BVF2. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the Shares beneficially owned by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Account, and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.

The following percentages are based on 34,750,046 Shares to be outstanding following the Automatic Conversion as disclosed by the Issuer to the Reporting Persons.

As of the close of business on July 6, 2023 and giving effect to the Automatic Conversion, (i) BVF beneficially owned approximately 5.3% of the outstanding Shares, (ii) BVF2 beneficially owned approximately 4.0% of the outstanding Shares, (iii) Trading Fund OS beneficially owned less than 1% of the outstanding Shares, (iv) BVF GP may be deemed to beneficially own approximately 5.3% of the outstanding Shares, (v) BVF2 GP may be deemed to beneficially own approximately 4.0% of the outstanding Shares, (vi) Partners OS may be deemed to beneficially own less than 1% of the outstanding Shares, (vii) BVF GPH may be deemed to beneficially own approximately 9.4% of the outstanding Shares, and (viii) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially own approximately 9.99% of the outstanding Shares (less than 1% of the outstanding Shares are represented by Shares to be held in the Partners Managed Account).

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

Not Applicable.

BVF GP, BVF GPH, Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by BVF. BVF GPH, Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by BVF2. Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by Trading Fund OS and the Shares held in the Partners Managed Account.

Not Applicable.

See Exhibit 99.1.

Not Applicable.

By signing below each of the undersigned certifies that, to the best of its 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.

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: July 6, 2023