Shalabh Gupta - Mar 8, 2023 Form 4 Insider Report for Unicycive Therapeutics, Inc. (UNCY)

Role
CEO, Director
Signature
/s/ Shalabh Gupta
Stock symbol
UNCY
Transactions as of
Mar 8, 2023
Transactions value $
$50,000
Form type
4
Date filed
3/9/2023, 08:37 PM
Previous filing
Nov 23, 2022
Next filing
Jul 13, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction UNCY Series A Convertible Preferred Stock Award $50K +50 $1,000.00* 50 Mar 8, 2023 Common Stock $0.49 Direct F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Conversion Price of the Series A-1 Preferred Stock is subject to adjustment as set forth in that certain of Designation of Preferences, Rights and Limitations of the Series A Convertible Voting Preferred Stock attached as Exhibit 3.1 to the Issuer's Form 8-K filed with the Securities and Exchange Commission on March 6, 2023 (the "Certificate of Designation"). Capitalized terms that are used but not defined in this Form 4 have the meanings given to them in the Certificate of Designation.
F2 The shares of Series A-1 Convertible Preferred Stock are not convertible until the stockholders of the Issuer approve the Proposals. Additionally, on the Automatic Conversion Date, as set forth in the Certificate of Designation, each share of Series A-1 Preferred Stock shall automatically convert into a unit consisting of (1) shares of Common Stock (or shares of Series A-2 Preferred Stock) equal to the quotient of (A) the Liquidation Preference divided by (B) the Conversion Price, (2) a Tranche A Warrant, (3) a Tranche B Warrant and (4) a Tranche C Warrant.
F3 The shares of Series A-1 Convertible Preferred Stock have no expiration date.
F4 The Tranche A Warrants are exercisable for Series A-3 Preferred Stock and expire upon the Issuer's satisfaction of certain milestones. The Tranche B Warrants are exercisable for Series A-4 Preferred Stock and expire upon the Issuer's satisfaction of certain milestones. The Tranche C Warrants are exercisable for Series A-5 Preferred Stock and expire upon the Issuer's satisfaction of certain milestones. All shares of Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock and Series A-5 Preferred Stock have no expiration date and are convertible into shares of Common Stock in accordance with the Certificate of Designation.