SCHEDULE: Vivo Opportunity Fund Boosts Unicycive Stake to 9.99%
Beneficial Ownership Report (Schedule 13G Amendment)
Vivo Opportunity Fund Holdings, L.P. and its general partner, Vivo Opportunity, LLC, reported a 9.99% beneficial ownership stake in Unicycive Therapeutics, Inc.
Summary
- Vivo Opportunity Fund Holdings, L.P. and Vivo Opportunity, LLC beneficially own 6,096,175 shares of Unicycive Therapeutics, Inc. common stock.
- This ownership represents 9.99% of the Issuer's common stock outstanding.
- The stake comprises 1,789,916 direct common shares and 4,306,259 shares issuable upon conversion of Series A-3, A-4, and A-5 Convertible Preferred Stock underlying Tranche A, B, and C Warrants, respectively, which are exercisable within 60 days.
- The percentage of class is calculated based on 21,491,396 shares of Common Stock outstanding as of November 12, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q.
- Preferred stock conversion provisions prevent the holder from exceeding 9.99% of the Issuer's voting securities, although the reported amounts reflect the full potential conversion without giving effect to these blocking provisions.
Sentiment
Score: 7
Explanation: The filing indicates a substantial and strategic investment by Vivo Opportunity Fund, holding a 9.99% stake in Unicycive Therapeutics, which includes common stock, preferred stock, and warrants. This level of ownership, maintained at the maximum allowed by conversion blocking provisions, suggests continued confidence from a major institutional investor.
Positives
- A significant institutional investor, Vivo Opportunity Fund, maintains a substantial stake, potentially signaling confidence in Unicycive Therapeutics' long-term prospects.
- The investor holds a diverse set of securities, including common stock, preferred stock, and warrants, indicating a strategic and potentially long-term interest in the company.
Negatives
- The conversion blocking provision limits the investor's ability to increase their voting power beyond 9.99% through conversion of preferred stock, which could cap their influence and potential upside from increased ownership.
Risks
- The existence of preferred stock and warrants convertible into common stock, even with the 9.99% cap for this specific holder, represents a potential source of future dilution for existing common shareholders if these or other similar securities are fully converted.
Future Outlook
NA
Management Comments
- Kevin Dai, Managing Member of Vivo Opportunity, LLC, certified that the securities were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer, nor in connection with any transaction having that purpose or effect, other than activities solely in connection with a nomination under Rule 14a-11.
Industry Context
This filing indicates continued institutional interest in Unicycive Therapeutics, which is common in the biotechnology or pharmaceutical sector where early-stage companies often rely on institutional funding and support to advance their pipelines.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Conversion Restriction | Series A-2, A-3, A-4, and A-5 Convertible Preferred Stock contain provisions preventing conversion if it would result in the holder obtaining greater than 9.99% of the Issuer's voting securities. | NA | Limits the voting power and potential influence of Vivo Opportunity Fund to a maximum of 9.99% of the Issuer's voting securities, even if they hold convertible securities that would otherwise yield a higher percentage. |
Stakeholder Impact
- Shareholders: The presence of a significant institutional investor like Vivo Opportunity Fund can provide stability and confidence. However, the potential conversion of warrants and preferred stock, even with the 9.99% cap, represents potential future dilution for common shareholders if the cap is ever removed or if other investors convert.
Key Dates
| Date | Description |
|---|---|
| 09/30/2025 | Date of event which requires filing of this statement. |
| 11/12/2025 | Date as of which 21,491,396 shares of Common Stock were outstanding, as reported in the Issuer's Quarterly Report on Form 10-Q. |
| 11/14/2025 | Date of signing of the Schedule 13G amendment by Vivo Opportunity Fund Holdings, L.P. and Vivo Opportunity, LLC. |
Recommendation
holdThe filing primarily discloses a significant, but capped, institutional ownership stake. While the presence of a major investor like Vivo Opportunity Fund can be a positive signal, the 13G itself does not provide new operational or financial performance data to warrant a 'buy' or 'sell' recommendation. The 9.99% cap on voting power suggests a strategic position rather than an intent for control. Therefore, a 'hold' recommendation is appropriate, pending further operational updates from Unicycive Therapeutics.
Keywords
Unicycive Therapeutics, Vivo Opportunity Fund, Schedule 13G, beneficial ownership, common stock, preferred stock, warrants, institutional investor, equity stake, UNCY
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