06/05/2026 | Press release | Distributed by Public on 06/05/2026 14:20
Item 1.01. Entry into a Material Definitive Agreement.
As previously reported, Unicycive Therapeutics, Inc. (the "Company") entered into a Sales Agreement, dated November 13, 2024, with Guggenheim Securities, LLC, as sales agent (the "Agent") as amended by Amendment No. 1 to Sales Agreement dated November 14, 2025, between the Company and the Agent (as amended, the "Sales Agreement"), to sell shares of its common stock, par value $0.001 per share (the "Common Stock"), having an aggregate offering price of up to $100,000,000 (the "Shares") from time to time, through an "at the market offering" (the "ATM Offering") as defined in Rule 415 under the Securities Act of 1933, as amended.
On June 5, 2026, the Company entered into Amendment No. 2 to the Sales Agreement with the Agent (the "Amendment") to increase the number of Shares that may be sold in the ATM Offering to $150,000,000. In connection with entering into the Amendment, the Company filed a Shelf Registration Statement on Form S-3, which includes a sales agreement prospectus (the "Registration Statement"), with the Securities and Exchange Commission on June 5, 2026, to sell shares of its Common Stock having an aggregate offering price of $50,000,000 in the ATM Offering.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment. A copy of the Amendment is filed as Exhibit 1.3 to the Registration Statement.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Shares or any securities, nor shall there be any offer, solicitation or sale of the Shares or any securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.