UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On July 14, 2025, ProKidney Corp. (the “Company”) entered into an Open Market Sale AgreementSM (the “Sales Agreement”) with Jefferies LLC (the “Sales Agent”), pursuant to which the Company may offer and sell, from time to time, shares (the “Shares”) of its Class A common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $200,000,000 through the Sales Agent, acting as agent.
Pursuant to the Sales Agreement, sales of the Shares may be made by any method permitted that is deemed to be an “at the market” offering as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), in ordinary brokers’ transactions, to or through a market maker, on or through The Nasdaq Capital Market or any other market venue where the securities may be traded, in the over-the-counter market, in privately negotiated transactions or through a combination of any such methods of sale. Under the Sales Agreement, the Sales Agent will be entitled to compensation of up to 3.0% of the gross offering proceeds of all Shares sold through it pursuant to the Sales Agreement. The Company also will reimburse the Sales Agent for certain specified expenses in connection with entering into the Sales Agreement. The Company has no obligation to sell any of the Shares under the Sales Agreement and may at any time and from time to time suspend the offering of the Shares under the Sales Agreement.
The Sales Agreement contains customary representations, warranties and covenants by the Company. The Company also agreed to provide indemnification and contribution to the Sales Agent against certain liabilities, including under the Securities Act and the Securities Exchange Act of 1934, as amended. From time to time, in the ordinary course of business, the Sales Agent has provided, and in the future may provide, various financial advisory and investment banking services to the Company, for which they have received or will receive customary fees and reimbursement of expenses.
Any sales of Shares under the Sales Agreement will be made pursuant to the Company’s shelf registration statement on Form S-3, (File No. 333-275701), including the related prospectus, initially filed with the Securities and Exchange Commission on November 22, 2023 and initially declared effective on November 30, 2023, and as amended by that certain post-effective amendment No. 1 filed with the SEC on July 3, 2025, and declared effective on July 7, 2025 (the “Registration Statement”), and any applicable prospectus supplements that form a part of the Registration Statement.
The foregoing description of certain provisions of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the Sales Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
A copy of the opinion of Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C. relating to the validity of the Shares to be issued pursuant to the Sales Agreement is filed herewith as Exhibit 5.1 hereto.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the common stock discussed herein, nor shall there be any offer, solicitation, or sale of the common stock in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Item 1.02 Termination of a Material Definitive Agreement.
Effective July 14, 2025, the Open Market Sale AgreementSM dated January 19, 2024 by and between the Company and the Sales Agent (the “2024 Sales Agreement”) was mutually terminated. Under the 2024 Sales Agreement, the Company could sell from time to time, at its option, its Class A ordinary shares by any method that was deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act.
The 2024 Sales Agreement was terminated in connection with the Company’s entry into the new Sales Agreement.
The foregoing description of the 2024 Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the 2024 Sales Agreement, a copy of which is filed as Exhibit 1.1 to the Company’s Report on Form 8-K filed with the SEC on January 19, 2024.
Item 8.01 Other Events.
The Company has filed a prospectus supplement (the “ATM Prospectus Supplement”) to the Registration Statement in connection with its Sales Agreement. Pursuant to the ATM Prospectus Supplement, the Company may, at its discretion from time to time, sell up to $200 million of Common Stock under its “at the market” program.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 1.1 | Open Market Sale AgreementSM dated July 14, 2025, by and between ProKidney Corp. and Jefferies LLC | |
| 5.1 | Opinion of Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C. | |
| 23.1 | Consent of Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C. (contained in Exhibit 5.1 hereto) | |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PROKIDNEY CORP. | ||||||
| Date: July 14, 2025 | By: | /s/ Todd Girolamo | ||||
| Todd Girolamo Chief Legal Officer | ||||||