Stockholders’ Equity Deficit

9 Months Ended

Sep. 30, 2025

Stockholders’ Equity Deficit [Abstract]

7. Stockholders’ Equity Deficit

Authorized Common Stock

The Company is authorized to issue up to 400,000,000 shares of common stock at par value of $0.001 per share.

Reverse Stock Split

On June 18, 2025, the Company filed the Charter Amendment with the Secretary of State of the State of Delaware to effectuate a reverse stock split. The Company’s common stock began trading on a split-adjusted basis at the opening of trading on the Nasdaq Capital Market on June 20, 2025. When the reverse stock split became effective, every 10 shares of common stock were automatically reclassified and combined into one share of common stock. No fractional shares were issued as a result of the split. Stockholders who would otherwise be entitled to receive a fractional share will instead automatically have their fractional interests rounded up to the next whole share, after aggregating all the fractional interests of a holder resulting from the split. The split affects all stockholders uniformly and will not change any stockholder’s percentage ownership interest or any stockholder’s proportionate voting power, except for immaterial changes that may result from the treatment of fractional shares. The split did not change the number of authorized shares of common stock or the par value per share of the common stock.

As a result of the reverse stock split, proportionate adjustments were made to the per share exercise prices of, and the number of shares underlying, the Company’s outstanding stock options, as well as to the number of shares available for future awards granted under the Company’s stock incentive plans. In addition, proportionate adjustments were made to the per share exercise prices of, and the number of shares underlying, outstanding warrants to purchase shares of the Company’s common stock. Further, a proportionate adjustment was made to the per share conversion price of the Company’s series A-2 prime preferred stock, pursuant to its terms. All share and per share data in the accompanying financial statements have been retroactively adjusted to reflect the effect of the reverse stock split.

Issuance of Common Stock and Warrants from Initial Public Offering

During July 2021, as a result of its initial public offering, the Company issued 500,000 shares of common stock and 400,000 warrants to investors in exchange for cash at $50.00 per unit, consisting of $49.90 per share of common stock and $.0.1 per four fifths of a warrant. The warrants have a 5-year term and an exercise price of $60.00 per warrant. The underwriters exercised their option to purchase an additional 60,000 warrants, and the Company received $7,500 in proceeds.

As a result of the initial public offering, the Company’s outstanding convertible notes and unpaid accrued interest were converted into 73,691 shares of common stock. Additionally, in accordance with the original terms of the warrant agreements convertible noteholders were granted a total of 18,419 common stock warrants with a 5-year term and with an exercise price of $60.00 per warrant.

The warrants from the initial public offering are equity classified. The following table summarizes activity for the Company’s IPO warrants for the nine months ended September 30, 2025:

					Weighted-
	Number of				Average
	Shares		Weighted-		Remaining		Aggregate
	Underlying		Average		Contractual		Intrinsic
	Outstanding		Exercise		Term		Value
	Warrants		Price		(in Years)		(in thousands)
Outstanding, December 31, 2024		478,419		60.00		1.54		-
Warrants granted		-		-		-		-
Warrants exercised		-		-		-		-
Outstanding, September 30, 2025		478,419		60.00		0.79		-

See Note 10 for information on preferred stock warrants associated with our sale in March 2023 of Series A-1 Preferred Stock.

Issuance of Common Stock Upon Conversion of Series A and Series B Preferred Stock

On June 26, 2023, the Company held its annual shareholder meeting and, as a result, shareholder approval for the issuance of common shares upon the conversion of the Series A-1 Preferred Stock was obtained (see Notes 8 and 9). On July 11, 2023, pursuant to the Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Voting Preferred Stock (the “Series A Certificate of Designation”), the Company issued a total of 1,951,621 shares of common stock and 43,649 Series A-2 Preferred Stock in settlement of the auto-conversion of the Series A-1 Preferred Stock.

On March 26, 2024, the Company issued 285,000 shares of common stock upon conversion of 1,396.50 shares of Series A-2 Prime Preferred Stock.

On June 20, 2024, we held our annual stockholder meeting, and as a result, stockholder approval for the conversion of the Series B-1 Convertible Preferred Stock was obtained (see Note 9). On July 5, 2024, pursuant to the Certificate of Designation of Preferences, Rights and Limitations of the Series B Convertible Preferred Stock, the Company issued 4,211,800 shares of common stock and 7,882 shares of Series B-2 preferred stock in settlement of the automatic conversion of the Series B-1 Convertible Preferred Stock.

On June 25, 2024, the Company issued 595,600 shares of common stock upon conversion of 2,918.44 shares of the Company’s Series A-2 Prime Preferred Stock.

On July 23, 2024, the Company issued 355,000 shares of common stock upon conversion of 1,739.50 shares of the Company’s Series A-2 Prime Preferred Stock.

On July 25, 2024, the Company issued 375,600 shares of common stock upon conversion of 1,840.44 shares of the Company’s Series A-2 Prime Preferred Stock.

On July 29, 2024, the Company issued 135,900 shares of common stock upon conversion of 665.91 shares of the Company’s Series A-2 Prime Preferred Stock.

On August 14, 2024, the Company issued 350,200 shares of common stock upon conversion of 1,715.98 shares of the Company’s Series A-2 Prime Preferred Stock.

On October 9, 2024, the Company issued 550,000 shares of common stock upon conversion of 2,695 shares of the Company’s Series A-2 Prime Preferred Stock.

On October 31, 2024, the Company issued 43,800 shares of common stock upon conversion of 438 shares of the Company’s Series B-2 Preferred Stock.

On December 11, 2024, the Company issued 462,455 shares of common stock upon conversion of 2,266.03 shares of the Company’s Series A-2 Prime Preferred Stock.

On December 18, 2024, the Company issued 144,100 shares of common stock upon conversion of 1,441 shares of the Company’s Series B-2 Preferred Stock.

On December 19, 2024, the Company issued 300,300 shares of common stock upon conversion of 3,003 shares of the Company’s Series B-2 Preferred Stock.

On February 18, 2025, the Company issued 140,000 shares of common stock upon conversion of 686 shares of the Company’s Series A-2 Prime Preferred Stock.

On June 11, 2025, the Company issued 300,000 shares of common stock upon conversion of 3,000 shares of the Company’s Series B-2 Preferred Stock.

On August 26, 2025, the Company issued 652,900 shares of common stock upon conversion of 3,199.21 shares of the Company’s Series A-2 Prime Preferred Stock.

Voting Rights of Common Stock

Each holder of shares of common stock shall be entitled to one vote for each share thereof held.

- Definition

The entire disclosure for equity.

+ References

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+ Details

Unicycive Therapeutics, Inc. 10-Q