PROKIDNEY Files 8-K on Material Definitive Agreement

TL;DR

**PROKIDNEY just signed a big deal, details pending, could move the stock.**

AI Summary

PROKIDNEY CORP. filed an 8-K on January 19, 2024, to report an "Entry into a Material Definitive Agreement" and "Financial Statements and Exhibits." This filing indicates a significant new agreement that could impact the company's financial position or strategic direction. For investors, this matters because material agreements can signal future growth, changes in operations, or potential risks, directly affecting the stock's valuation and future performance.

Why It Matters

This filing signals a new, important agreement for PROKIDNEY, which could significantly influence its future operations, financial health, and stock performance. Investors should monitor for details of this agreement to assess its potential impact.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement without disclosing its specifics, creating uncertainty about its potential positive or negative impact.

Analyst Insight

A smart investor would await further details on the 'Material Definitive Agreement' before making any investment decisions, as the nature of the agreement (positive or negative) is currently undisclosed. Monitoring subsequent filings or company announcements is crucial.

Key Players & Entities

• PROKIDNEY CORP. (company) — the registrant filing the 8-K
• January 19, 2024 (date) — date of earliest event reported and filing date
• 001-40560 (other) — Commission File Number for PROKIDNEY CORP.
• PROK (other) — Trading Symbol for PROKIDNEY CORP. Class A ordinary shares
• The Nasdaq Stock Market (other) — exchange where PROKIDNEY's shares are registered

Forward-Looking Statements

• PROKIDNEY will release further details about the 'Material Definitive Agreement' in a subsequent filing or press release. (PROKIDNEY CORP.) — high confidence, target: Q1 2024

FAQ

Key Financial Figures

• $0.0001 — ch registered Class A ordinary shares, $0.0001 par value per share PROK The Nasdaq
• $100,000,000 — ng an aggregate offering price of up to $100,000,000 through the Sales Agent, acting as agen

Filing Documents

• d664610d8k.htm (8-K) — 28KB
• d664610dex11.htm (EX-1.1) — 188KB
• d664610dex51.htm (EX-5.1) — 41KB
• g664610gsa.jpg (GRAPHIC) — 3KB
• 0001193125-24-011267.txt ( ) — 450KB
• prok-20240119.xsd (EX-101.SCH) — 3KB
• prok-20240119_lab.xml (EX-101.LAB) — 18KB
• prok-20240119_pre.xml (EX-101.PRE) — 11KB
• d664610d8k_htm.xml (XML) — 3KB

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement. On January 19, 2024, ProKidney Corp. (the "Company") entered into an Open Market Sale Agreement SM (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 ordinary shares, par value $0.0001 per share (the "Common Stock"), having an aggregate offering price of up to $100,000,000 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

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description of Exhibit 1.1 Open Market Sale Agreement SM , dated January 19, 2024, by and between ProKidney Corp. and Jefferies LLC. 5.1 Opinion of Walkers. 23.1 Consent of Walkers (included in Exhibit 5.1 hereto). 104 Cover Page Interactive Data File (embedded within Inline XBRL document)

SIGNATURES

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: January 19, 2024 By: /s/ Todd Girolamo Name: Todd Girolamo Title: Chief Legal Officer

View Full Filing

View this 8-K filing on SEC EDGAR