Cover Page
Cover Page - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 28, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | ProKidney Corp | ||
Entity Central Index Key | 0001850270 | ||
Entity File Number | 001-40560 | ||
Entity Tax Identification Number | 98-1586514 | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Address, Address Line One | 2000 Frontis Plaza Blvd | ||
Entity Address, Address Line Two | uite 250 | ||
Entity Address, City or Town | Winston-Salem | ||
Entity Address, State or Province | NC | ||
Entity Address, Postal Zip Code | 27103 | ||
City Area Code | 336 | ||
Local Phone Number | 999-7028 | ||
Document Transition Report | false | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Public Float | $ 248,750,000 | ||
Entity Emerging Growth Company | true | ||
ICFR Auditor Attestation Flag | false | ||
Entity Ex Transition Period | false | ||
Title of 12(b) Security | Class A ordinary shares, $0.0001 par value per share | ||
Trading Symbol | PROK | ||
Security Exchange Name | NASDAQ | ||
Documents Incorporated by Reference [Text Block] | If the Registrant’s Definitive Proxy Statement relating to the 2023 Annual Meeting of Shareholders (the “Proxy Statement”) is filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, then portions of the Proxy Statement will be incorporated by reference into Part III of this Annual Report on Form 10-K. If the Proxy Statement is not filed within such 120-day period, then the Registrant will file an amendment to this Annual Report within such 120-day period that will contain the information required to be included or incorporated by reference into Part III of this Annual Report. | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Firm ID | 42 | ||
Auditor Location | Raleigh, North Carolina, United States | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 61,540,231 | ||
Common Class B [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 173,381,731 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 490,252,000 | $ 20,558,000 |
Prepaid assets | 2,624,000 | 588,000 |
Prepaid clinical | 10,459,000 | 6,100,000 |
Other current assets | 1,384,000 | 25,000 |
Total Current Assets | 504,719,000 | 27,271,000 |
Fixed assets, net | 10,708,000 | 11,358,000 |
Right of use assets, net | 2,356,000 | 1,241,000 |
Intangible assets, net | 213,000 | 428,000 |
Total assets | 517,996,000 | 40,298,000 |
Current liabilities | ||
Accounts payable | 3,044,000 | 2,834,000 |
Lease liabilities | 493,000 | 267,000 |
Accrued expenses and other | 7,336,000 | 9,213,000 |
Total current liabilities | 10,873,000 | 12,314,000 |
Income tax payable, net of current portion | 278,000 | 0 |
Lease liabilities, net of current portion | 1,906,000 | 1,067,000 |
Total liabilities | 13,057,000 | 13,381,000 |
Commitments and Contingencies | ||
Redeemable noncontrolling interest | 1,601,555,000 | 0 |
Shareholders' deficit / members' equity: | ||
Additional paid-in capital | 7,476,000 | 0 |
Accumulated deficit | (1,104,116,000) | (161,510,000) |
Total shareholders' deficit / members equity | (1,096,616,000) | 26,917,000 |
Total liabilities and shareholders' deficit/members' equity | 517,996,000 | 40,298,000 |
Capital Unit, Class A [Member] | ||
Shareholders' deficit / members' equity: | ||
Class Units | 0 | 186,500,000 |
Capital Unit, Class B [Member] | ||
Shareholders' deficit / members' equity: | ||
Class Units | 0 | 1,927,000 |
Common Class A [Member] | ||
Shareholders' deficit / members' equity: | ||
Common stock value | 6,000 | 0 |
Common Class B [Member] | ||
Shareholders' deficit / members' equity: | ||
Common stock value | $ 18,000 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) | Dec. 31, 2021 shares |
Capital Unit, Class A [Member] | |
Limited Partners' Capital Account, Units Issued | 186,500,000 |
Limited Partners' Capital Account, Units Outstanding | 186,500,000 |
Capital Unit, Class B [Member] | |
Limited Partners' Capital Account, Units Issued | 7,767,122 |
Limited Partners' Capital Account, Units Outstanding | 7,767,122 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Operating expenses | ||||
Research and development | $ 82,070 | $ 46,255 | $ 21,042 | |
General and administrative | 70,937 | 8,855 | 5,982 | |
Total operating expenses | 153,007 | 55,110 | 27,024 | |
Operating loss | (153,007) | (55,110) | (27,024) | |
Interest income | 5,983 | 2 | 43 | |
Interest expense | (215) | 0 | 0 | |
Net loss before income taxes | (147,239) | (55,108) | (26,981) | |
Income tax expense (benefit) | 896 | 38 | (232) | |
Net and comprehensive loss before noncontrolling interest, Total | (148,135) | (55,146) | (26,749) | |
Net loss and comprehensive loss attributable to noncontrolling interest | $ (40,103) | 0 | 0 | |
Weighted average number of shares outstanding, basic | [1] | 61,540,231 | ||
Weighted average number of shares outstanding, diluted | [1] | 61,540,231 | ||
Net loss per ordinary share , Basic | [1] | $ (0.23) | ||
Net loss per ordinary share , Diluted | [1] | $ (0.23) | ||
Common Class A [Member] | ||||
Operating expenses | ||||
Net loss and comprehensive loss available to Class A ordinary shareholders | $ (108,032) | $ (55,146) | $ (26,749) | |
[1] For the year ended December 31, 2022, net loss per Class A ordinary share and weighted average Class A ordinary shares outstanding reflects the period from July 11, 2022 through December 31, 2022, the period following the Business Combination, as defined in Note 1. For more information refer to Note 8. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes In Temporary Equity And Permanent (Deficit) Equity - USD ($) $ in Thousands | Total | Redeemable Noncontrolling Interest[Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Common Class A [Member] Common Stock [Member] | Common Class B [Member] Common Stock [Member] | Class A Ordinary Shares Common Stock [Member] | Class B Ordinary Shares Common Stock [Member] | Class B Ordinary Shares Common Stock [Member] Restricted Stock Rights |
Beginning Balance at Dec. 31, 2019 | $ 15,883 | $ (79,615) | $ 95,000 | $ 498 | |||||
Beginning Balance (in shares) at Dec. 31, 2019 | 95,000,000 | ||||||||
Capital contribution, Shares | 20,000,000 | ||||||||
Capital contribution | 20,000 | $ 20,000 | |||||||
Equity-based payments | 730 | 730 | |||||||
Net and comprehensive loss before noncontrolling interest | (26,749) | (26,749) | |||||||
Ending Balance at Dec. 31, 2020 | 9,864 | (106,364) | $ 115,000 | 1,228 | |||||
Ending Balance (in shares) at Dec. 31, 2020 | 115,000,000 | ||||||||
Capital contribution, Shares | 71,500,000 | ||||||||
Capital contribution | 71,500 | $ 71,500 | |||||||
Equity-based payments | 699 | 699 | |||||||
Net and comprehensive loss before noncontrolling interest | (55,146) | (55,146) | |||||||
Ending Balance at Dec. 31, 2021 | 26,917 | (161,510) | $ 186,500 | 1,927 | |||||
Ending Balance (in shares) at Dec. 31, 2021 | 186,500,000 | ||||||||
Capital contribution | 6,050 | 6,050 | |||||||
Equity based compensation after the Business Combination | 7,155 | $ 6,150 | $ 7,155 | ||||||
Net loss prior to the Business Combination | (93,632) | (93,632) | |||||||
Effect of Business Combination, Shares | (186,500,000) | 61,540,231 | 170,723,961 | ||||||
Effect of Business Combination, Value | (1,092,694) | 1,635,829 | (834,574) | $ (186,500) | (71,644) | $ 6 | $ 18 | ||
Equity-based compensation / payments prior to Business Combination | 63,667 | 63,667 | |||||||
Vesting of Class B restricted stock rights, Shares | 854,359 | ||||||||
Net loss after the Business Combination | (14,400) | (40,103) | (14,400) | ||||||
Impact of equity transactions on redeemable noncontrolling interest | (321) | 321 | 321 | 0 | |||||
Net and comprehensive loss before noncontrolling interest | (148,135) | ||||||||
Ending Balance at Dec. 31, 2022 | $ (1,096,616) | $ 1,601,555 | $ 7,476 | $ (1,104,116) | $ 0 | $ 0 | $ 6 | $ 18 | |
Ending Balance (in shares) at Dec. 31, 2022 | 0 | 61,540,231 | 171,578,320 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | |||
Net and comprehensive loss before noncontrolling interest | $ (148,135) | $ (55,146) | $ (26,749) |
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] | |||
Depreciation and amortization | 3,036 | 1,984 | 964 |
Equity-based compensation | 74,469 | 699 | 730 |
Changes in operating assets and liabilities | |||
Prepaid and other assets | (7,231) | (5,704) | (809) |
Accounts payable and accrued expenses | 494 | 7,868 | 683 |
Income taxes payable | 278 | 0 | 0 |
Net cash flows used in operating activities | (77,089) | (50,299) | (25,181) |
Cash flows used in investing activities | |||
Proceeds from sale of equipment | 0 | 1 | 0 |
Net cash from SCS | 108 | 0 | 0 |
Purchase of equipment and facility expansion | (1,846) | (5,192) | (5,456) |
Net cash flows used in investing activities | (1,738) | (5,191) | (5,456) |
Cash flows from financing activities | |||
Payments on finance leases | (32) | (30) | (11) |
Proceeds from Business Combination, including PIPE financing, net of associated costs of $37,856 | 542,503 | 0 | 0 |
Borrowings under related party notes payable | 35,000 | 0 | 0 |
Repayment of related party notes payable | (35,000) | 0 | 0 |
Net cash contribution | 6,050 | 71,500 | 20,000 |
Net cash flows provided by financing activities | 548,521 | 71,470 | 19,989 |
Net change in cash and cash equivalents | 469,694 | 15,980 | (10,648) |
Cash, beginning of period | 20,558 | 4,578 | 15,226 |
Cash, end of period | 490,252 | 20,558 | 4,578 |
Supplemental Cash Flow Information [Abstract] | |||
Cash paid during the period for income taxes, net of refunds | 1,950 | 68 | 145 |
Supplemental disclosure of non-cash investing activities: | |||
Right of use assets obtained in exchange for lease obligations | 1,491 | 0 | 0 |
Impact of equity transactions and compensation on redeemable noncontrolling interest | 5,828 | 0 | 0 |
Equipment and facility expansion included in accounts payable and accrued expenses | $ 51 | $ 1,295 | $ 1,840 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Statement of Cash Flows [Abstract] | |
Costs Of Business Combination | $ 37,856 |
Description Of Business and Bas
Description Of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description Of Organization, Business Operations And Going Concern | Note 1: Description of Business and Basis of Presentation Description of Business ProKidney Corp. (the “Company” or “ProKidney”) was originally incorporated as Social Capital Suvretta Holdings Corp. III (“SCS”). SCS was a blank check company incorporated as a Cayman Islands exempted company on February 25, 2021 . SCS was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. On January 18, 2022, SCS executed a definitive business combination agreement (the “Business Combination Agreement”), with ProKidney LP (“PKLP”), a limited partnership under the laws and regulations of Ireland. Pursuant to the terms of the Business Combination Agreement, PKLP became a subsidiary of SCS and was organized in an umbrella partnership corporation (“Up-C”) structure, which would provide potential future tax benefits for SCS when the equity holders ultimately exchanged their pass-through interests for Class A ordinary shares. The transaction closed (the “Closing”) on July 11, 2022 (the “Closing Date”). Upon consummation of the transaction, SCS changed its name to ProKidney Corp. The business combination between SCS and PKLP (the “Business Combination”) resulted in gross proceeds of approximately $ 596,537,000 . This amount reflected a contribution of $ 21,737,000 of cash held in SCS’ trust account, net of redemptions, and a $ 574,800,000 concurrent private placement of Class A ordinary shares of the combined company, priced at $ 10.00 per share (the “PIPE Placement”). Upon close, these proceeds were used to repay the outstanding balance of $ 35,000,000 under PKLP’s two promissory note agreements with certain holders of its Class A Units (the “Promissory Notes”) and related accrued interest. Additionally, the proceeds were used to pay those expenses previously incurred by SCS related to the Business Combination of approximately $ 21,029,000 as well as advisory and placement fees of approximately $ 29,389,000 incurred in connection with the PIPE Placement. The Business Combination was accounted for as a reverse recapitalization transaction between entities under common control, through which PKLP was considered the accounting acquiror and predecessor entity. The Business Combination was reflected as the equivalent of PKLP issuing stock for the net assets of SCS accompanied by a recapitalization with no goodwill or intangible assets recognized. ProKidney Corp., through its operating subsidiaries, ProKidney, which is incorporated under the Cayman Islands Companies Act (as amended) as an exempted company (“ProKidney-KY”) and ProKidney LLC, a limited liability company under the laws of Delaware (“ProKidney-US”) is focused on the development of its Renal Autologous Cell Therapy, which has the potential to preserve kidney function in patients with chronic kidney disease or delay or eliminate the need for dialysis and organ transplantation. Principles of Consolidation ProKidney is a holding company, and its principal asset is a controlling equity interest in PKLP and its wholly-owned operating subsidiaries ProKidney-KY and ProKidney-US. The Company has determined that PKLP is a variable-interest entity for accounting purposes and that ProKidney is the primary beneficiary of PKLP because (through its managing member interest in PKLP and the fact that the senior management of ProKidney is also the senior management of PKLP) it has the power and benefits to direct all of the activities of PKLP, which include those that most significantly impact PKLP’s economic performance. The Company has therefore consolidated PKLP’s results pursuant to Accounting Standards Codification Topic 810, “Consolidation” in its Consolidated Financial Statements. As of December 31, 2022 , various holders own non-voting interests in PKLP, representing a 73.6 % economic interest in PKLP, effectively restricting ProKidney’s interest to 26.4 % of PKLP’s economic results, subject to increase in the future, should ProKidney purchase additional non-voting common units (“PKLP Units”) of PKLP, or should the holders of PKLP Units decide to exchange such units (together with shares of Class B ordinary shares) for Class A ordinary shares (or cash) pursuant to the Exchange Agreement (as defined in Note 5). The Company will not be required to provide financial or other support for PKLP. However, ProKidney will control its business and other activities through its ownership of 100 % of the shares in ProKidney Corp. GP Limited (“New GP”), which is the managing member of PKLP. Nevertheless, because ProKidney will have no material assets other than its interests in PKLP and its subsidiaries, any financial difficulties at PKLP could result in ProKidney recognizing a loss. All intercompany transactions and balances have been eliminated. Reclassifications To facilitate comparison of information across periods, certain reclassifications have been made to prior period amounts to conform to the current period’s presentation. Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company performed an analysis of its ability to continue as a going concern. As of December 31, 2022, the Company had an accumulated deficit of $ 1,104,116,000 . The Company has generated losses from operations for each year since its inception. The Company intends to continue to conduct significant additional research, development, and clinical study activities which, together with expenses incurred for general and administrative purposes, are expected to result in continuing operating losses for the foreseeable future. The amount of future losses and when, if ever, the Company will achieve profitability are uncertain. The Company’s ability to achieve profitability will depend, among other things, on successfully completing clinical studies, obtaining requisite regulatory approvals, establishing appropriate pricing for its product with payers, and raising sufficient funds to finance the Company’s activities. No assurance can be given that the Company’s clinical development efforts will be successful, that regulatory approvals will be obtained, or that the Company will be able to achieve appropriate pricing and market access or that profitability, if achieved, can be sustained. The Closing provided additional liquidity to the Company totaling approximately $ 511,912,000 . The Company’s primary source of liquidity is its cash and cash equivalents, which as of December 31, 2022, was $ 490,252,000 . This liquidity is considered sufficient to satisfy the Company’s operating liabilities for a period greater than 12 months following the issuance date of these financial statements. As such, management considers that there is not substantial doubt about the Company’s ability to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2: Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements, in accordance with GAAP, requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements, and the amounts of expenses during the reported periods. Certain estimates in these consolidated financial statements have been made in connection with the calculation of research and development expenses, equity-based compensation expense and the provision for or benefit from income taxes. The Company bases its estimates on historical experience and various other assumptions, including in certain circumstances future projections, which management believes to be reasonable under the circumstances. Actual results could differ from those estimates. Changes in estimates are reflected in reported results in the period in which they become known. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of 90 days or less on the date of purchase to be cash equivalents. The carrying value of cash and cash equivalents approximates fair value due to the short-term nature of these items. Concentrations of Credit Risk Cash and equivalents are the primary financial instruments held by the Company that are potentially subject to concentrations of credit risk. The Company’s cash and equivalents are deposited in accounts at large financial institutions, and such amounts may exceed federally insured limits. Accrued Expenses Accrued expenses as presented in the Consolidated Balance Sheets as of December 31, 2022 and December 31, 2021 consisted of the following (in thousands): December 31, 2022 December 31, 2021 Compensation $ 3,355 $ 1,832 Clinical study related costs 1,636 2,031 Accrued legal costs 436 964 Manufacturing improvement costs 678 4,164 Accrued consulting and professional fees 1,210 73 Other accrued expenses 21 149 Total accrued expenses and other $ 7,336 $ 9,213 Research and Development Costs Research and development costs are expensed as incurred. Research and development expenses are comprised of costs incurred in performing research and development activities, including salaries, benefits, third party license fees, and external costs of outside vendors engaged to conduct manufacturing and preclinical development activities and clinical trials. The Company records accruals based on estimates of services received, efforts expended, and amounts owed pursuant to contracts with numerous contract research organizations. In the normal course of business, the Company contracts with third parties to perform various clinical study activities in the ongoing development of potential products. The financial terms of these agreements are subject to negotiation and variation from contract to contract and may result in uneven payment flows. Payments under the contracts depend on factors such as the achievement of certain events and the completion of portions of the clinical study or similar conditions. The objective of the Company’s accrual policy is to match the recording of expenses in its financial statements to the actual services received and efforts expended. As such, expense accruals related to clinical studies are recognized based on the company’s estimate of the degree of completion of the event or events specified in the specific clinical study. The Company records nonrefundable advance payments it makes for future research and development activities as prepaid expenses. Prepaid expenses are recognized as expense in the Consolidated Statement of Operations and Comprehensive Loss as the Company receives the related goods or services Costs incurred in obtaining technology licenses are charged to research and development expense as purchased in-process research and development if the technology licensed has not reached technological feasibility and has no alternative future use. Fixed Assets Fixed assets are stated at cost, less accumulated depreciation. Generally, expenditures for maintenance and repairs are charged to expense and major improvements or replacements are capitalized. The Company computes depreciation and amortization using the straight-line method over the estimated useful life of the asset. Leasehold improvements are amortized over the lesser of, the life of the lease or the estimated useful life of the leasehold improvement. The estimated useful lives are as follows: Computer equipment and software 3 - 5 years Furniture and equipment 5 - 7 years Leasehold improvements remainder of lease term Fixed assets consisted of the following (in thousands): December 31, 2022 December 31, 2021 Furniture and equipment $ 2,376 $ 2,180 Computer equipment and software 889 569 Leasehold improvements 10,537 10,517 Construction in progress 1,614 351 Less: accumulated depreciation ( 4,708 ) ( 2,259 ) Total fixed assets, net $ 10,708 $ 11,358 Depreciation expense for the years ended December 31, 2022, 2021 and 2020 was $ 2,448,000 , $ 1,452,000 , and $ 606,000 , respectively. Intangible Assets Intangible assets are comprised of acquired assembled workforce, which are accounted for in accordance with ASC 350 - Intangibles - Goodwill and Other. The acquired assembled workforce is amortized on a straight-line basis over the useful life of five years. The following table summarizes information related to the Company’s assembled workforce intangible asset (in thousands): December 31, 2022 December 31, 2021 Gross carrying amount $ 1,073 $ 1,073 Accumulated amortization 860 645 Net carrying amount $ 213 $ 428 Estimated amortization expense for the years ended December 31, 2023 and 2024 is $ 208,000 and $ 5,000 , respectively. Amortization expense relating to the assembled workforce intangible asset was $ 215,000 , $ 214,000 and $ 215,000 for the years ended December 31, 2022, 2021 and 2020, respectively. Impairment of Long-Lived Assets Long-lived assets such as fixed assets and intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. No impairment charges have been recorded for the years ended December 31, 2022, 2021 and 2020 . Income Taxes The Company uses the liability method in accounting for income taxes as required by ASC Topic 740 — Income Taxes, under which deferred tax assets and liabilities are recorded for the future tax consequences attributable to the differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that such assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, available taxes in the carryback periods, projected future taxable income and tax planning strategies in making this assessment. Accordingly, the Company has provided a full valuation allowance to offset the net deferred tax assets at December 31, 2022 and December 31, 2021. Interest and penalties related to income taxes are included in the benefit (expense) for income taxes in the Company’s Consolidated Statements of Operations and Comprehensive Loss. The Company has not incurred any significant interest or penalties related to income taxes in any of the periods presented. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A three‑level fair value hierarchy that prioritizes the inputs used to measure fair value is described below. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: • Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities • Level 2 – Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable through correlation with market data • Level 3 – Unobservable inputs that are supported by little or no market data, which require the reporting entity to develop its own assumptions The carrying values of cash equivalents, accounts payable, and accrued liabilities approximate fair value due to the short‑term nature of these instruments. Leases The Company determines if an arrangement is a lease at inception. Balances recognized related to the Company’s operating and finance leases are included in right-of-use assets, net and lease liabilities in the Consolidated Balance Sheets. Right of use assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. Variable payments directly related to the use of the assets and future adjustments of payments based on indices are recognized in the period of incurrence or change and are not included in the lease payments at the initial measurement date. Lease terms may include options to extend or terminate the lease if it is reasonably certain that the Company will exercise the option. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. The right of use asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. The Company has elected a practical expedient to not separate its lease and non-lease components and instead account for them as a single lease component. Leases with a term of 12 months or less are not recorded on the balance sheet. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Lease payments for short-term leases are recorded to operating expense on a straight-line basis and variable lease payments are recorded in the period in which the obligation for those payments is incurred. Contingent Liabilities The Company records reserves for contingent liabilities when it is probable that an asset has been impaired or a liability has been incurred at the date of the financial statements, and the amount of the loss can be reasonably estimated. Equity-Based Compensation Compensation expense for share-based compensation awards issued is based on the fair value of the award at the date of grant. The Company records forfeitures of share-based compensation awards as they occur. The Company’s share based compensation program grants awards that have included the following: 1) profits interests in ProKidney LP which, at close of the Business Combination, were converted into paired interests consisting of (i) Class B ordinary shares or Class B restricted stock rights and (ii) Common Units or Restricted Common Units of ProKidney LP (collectively referred to as “Legacy Profits Interests”); 2) restricted stock units issued by SCS (“Legacy SCS Awards”); 3) time-vested stock options issued by ProKidney Corp.; and 4) market-vested stock options issued by ProKidney Corp. The grant date fair value of time-vested stock option awards is estimated using the Black-Scholes option pricing formula. The grant date fair values of the Legacy Profits Interests and Legacy SCS Awards are based on the market value of the issuer’s shares or member units, as applicable, on the date of grant. Compensation expense related to time-vested stock options, Legacy Profits Interests and Legacy SCS Awards are recognized on a straight-line basis over the applicable service period. The grant date fair value of market-vested stock option awards is estimated using the Geometric Brownian Motion/Monte Carlo model. Share-based compensation expense related to these awards is recognized ratably for each vesting tranche over the derived service period regardless of whether the award achieves the market condition and will only be adjusted to the extent the service condition is not met. Due to the lack of sufficient historical trading information with respect to its own shares, the Company estimates expected volatility based on a portfolio of selected stocks of companies believed to have market and economic characteristics similar to its own. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. Due to a lack of historical exercise data, the Company estimates the expected life of its outstanding stock options using the simplified method specified under Staff Accounting Bulletin Topic 14.D.2 for awards without market conditions. Defi ned Contribution Plan The Company sponsors a 401(k) plan for its ProKidney-US employees and a defined contribution plan for its ProKidney-KY employees. Full-time employees are eligible to participate in these plans. The Company matches 50% of participating ProKidney-US employees’ contributions up to 8% of salary and contributes 7% of ProKidney-KY employee salaries to the respective plans. The Company’s cost related to these defined contribution plans were $ 267,000 , $ 169,000 and $ 139,000 for the years ended December 31, 2022, 2021 and 2020 , respectively . Segments The Company operates in only one segment. Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which requires lessees to recognize a right-of-use asset and a liability on the balance sheet for all leases, with the exception of short-term leases. The lease liability will be equal to the present value of lease payments, and the right-of-use asset will be based on the lease liability, subject to adjustment such as for initial direct costs. Leases will continue to be classified as either operating or finance leases in the income statement. The Company early adopted ASU No. 2016-02, Leases (Topic 842), as of January 1, 2021. For additional detail, see Note 4, Leases. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 3: Income Taxes ProKidney is considered to be an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. The Company’s subsidiary, PKLP, is organized as a limited partnership and is classified as a partnership for U.S. income tax purposes, and as such, only records a provision for federal and state income taxes on its subsidiaries organized as C corporations or which have elected to be treated as corporations for U.S. federal income tax purposes. The Company’s subsidiary, ProKidney-US, is treated as a C corporation, and therefore a provision for federal and state taxes has been recorded. The Company’s subsidiary, ProKidney-KY, has been granted, by the Government in Council of the Cayman Islands, tax concessions under an undertaking certificate exempting it from any tax levied on profits, income, gains or appreciations in relation to its operations or in the nature of estate duty or inheritance tax for a period of twenty years from January 20, 2016. ProKidney-KY elected to be treated as an entity disregarded from its owner for U.S. tax purposes, and as a result, it has not recorded an income tax provision. The provision for income tax expense consisted of the following for the years ended December 31, 2022, 2021 and 2020 (in thousands): December 31, 2022 December 31, 2021 December 31, 2020 Current: Federal $ 896 $ 72 $ ( 242 ) State – ( 34 ) 10 Total current income tax expense (benefit) 896 38 ( 232 ) Deferred: Federal – – – State – – – Total deferred income tax expense (benefit) – – – Income tax expense (benefit) $ 896 $ 38 $ ( 232 ) The difference between the statutory rate for U.S statutory rate of 21 % and the effective income tax rate was as follows: December 31, 2022 December 31, 2021 December 31, 2020 Current: Income taxes at statutory rate 21.0 % 21.0 % 21.0 % State taxes, net of federal benefit – – – Non-taxed income ( 18.4 ) ( 21.4 ) ( 21.5 ) Federal Credits 0.8 1.8 2.3 Share-based compensation ( 2.4 ) – – Provision to return adjustment – – 0.2 Change in valuation allowance ( 1.4 ) ( 1.3 ) ( 1.1 ) Other ( 0.2 ) ( 0.2 ) – Effective income tax rate ( 0.6 )% ( 0.1 )% 0.9 % Components of the Company’s deferred tax assets and liabilities included in the consolidated balance sheet consisted of the following (in thousands): December 31, 2022 December 31, 2021 Deferred tax assets: Accrued compensation $ 678 $ 376 Federal credit carryforwards 227 939 Leases 10 28 Share-based compensation 637 – Research and experimental costs capitalized 3,504 – Start-up costs 35 39 Deferred tax assets before valuation allowance 5,091 1,382 Valuation allowance 3,332 1,237 Total deferred tax assets $ 1,759 $ 145 Deferred tax liabilities: Intangible assets $ 45 $ 90 Fixed assets 1,708 47 Prepaid expenses 6 8 Total deferred income tax liabilities 1,759 145 Net deferred tax asset $ – $ – For tax years beginning after December 31, 2021, the Tax Cut and Jobs Act of 2017 (the “TCJA”) requires specified research and development expenses to be capitalized and amortized ratably over a five-year period. The increase in the valuation allowance related to this capitalized expense is the primary driver of income tax expense recognized during the year ended December 31, 2022. As discussed in Note 5, the Company is party to a tax receivable agreement with a related party which provides for the payment by the Company to holders of PKLP prior to the Closing (“Closing ProKidney Unitholders”) of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that the Company actually realizes (or, in some circumstances, the Company is deemed to realize) as a result of certain transactions. As no transactions have occurred which would trigger a liability under this agreement, the Company has not recognized any liability related to this agreement as of December 31, 2022. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, available taxes in the carryback periods, projected future taxable income and tax planning strategies in making this assessment. Accordingly, management has concluded that it is not more likely than not that it will recognize the deferred tax assets, and the Company has provided a valuation allowance of $ 3,332,000 and $ 1,237,000 , respectively for December 31, 2022 and 2021, to offset the net deferred tax assets. The Company has $ 174,000 in Research Credit Carryforwards that begin to expire in 2042. A reconciliation of the beginning and ending amount of total unrecognized tax benefits for the years ended December 31, 2022 and 2021 consisted of the following (in thousands): December 31, 2022 December 31, 2021 Unrecognized tax benefits (gross): Benefits at the beginning of the year $ 180 $ – Increase related to prior year tax positions 9 94 Decrease related to prior year tax positions – – Increase related to current year tax positions 122 86 Benefits at the end of the year $ 311 $ 180 There were no net unrecognized tax benefits as of December 31, 2022 which, if recognized, would affect our effective tax rate. We expect none of the gross unrecognized tax benefits will decrease within the next year. In March 2020, the World Health Organization declared coronavirus (COVID-19) a global pandemic. This contagious disease outbreak, which continued to spread, and the related adverse public health developments, have adversely affected work forces, economies and financial markets globally. As a result, governments around the world have enacted legislation to provide aid and stimulate economies. In the U.S., The Coronavirus, Aid, Relief and Economics Security Act (“CARES Act”), was enacted on March 27, 2020, The Consolidated Appropriations Act, 2021 was enacted on December 27, 2020, and the American Rescue Plan Act of 2021 was enacted on March 11, 2021. All of these acts included both income tax and non-income tax provisions to assist companies. No provisions in these acts had a material impact on the income tax provision or any other area of the Company’s financial statements. Tax years 2019 through 2022 remain subject to examination by federal and state authorities. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Note 4: Leases In February 2016, the FASB issued ASU 2016-02: Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability on its balance sheet for most operating leases. ASU 2016-02 is effective for annual and interim periods beginning after December 15, 2018, including interim periods within those fiscal years. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements, which provides companies with an additional optional transition method to apply the new standard to leases in effect at the adoption date through a cumulative effect adjustment. The Company adopted the new lease standard as of January 1, 2021 using the modified retrospective transition method. The Company elected the package of practical expedients referenced in ASU 2016-02, which permits companies to retain original lease identification and classification without reassessing initial direct costs for existing leases. The Company also elected the practical expedient that exempts leases with an initial lease term of twelve months or less, as well as the practical expedient that allows companies to select, by class of underlying asset, not to separate lease and non-lease components. Adoption of this standard resulted in the recognition of a right-of-use asset and a lease liability on the Company’s January 1, 2021 Consolidated Balance Sheet of $ 1,560,000 and $ 1,559,000 , respectively. There was no material impact on the Company’s Consolidated Statement of Operations and Comprehensive Loss. The Company has operating leases for real estate (primarily office space) and certain equipment with various expiration dates. The Company also has finance leases for certain equipment. For the years ended December 31, 2022, 2021 and 2020, the Company’s operating lease cost was $ 551,000 , $ 434,000 , and $ 314,000 , respectively. During the year ended December 31, 2022, cash paid for operating leases was $ 514,000 . The following table summarizes the classification of operating and finance lease assets and obligations in the Company's Consolidated Balance Sheets as of December 31, 2022 and December 31, 2021 (in thousands): December 31, 2022 December 31, 2021 Operating leases: Right of use assets $ 2,285 $ 1,139 Operating lease liabilities, current $ 458 $ 235 Operating lease liabilities, noncurrent 1,858 985 Total operating lease liabilities $ 2,316 $ 1,220 Finance leases: Right of use assets $ 71 $ 102 Finance lease liabilities, current $ 35 $ 32 Finance lease liabilities, noncurrent 48 82 Total finance lease liabilities $ 83 $ 114 Maturities of lease liabilities for the Company’s operating and finance leases are as follows as of December 31, 2022 (in thousands): Operating Leases Finance Leases Total 2023 $ 643 $ 40 $ 683 2024 660 40 700 2025 665 11 676 2026 583 — 583 2027 260 — 260 Thereafter — — — Total lease payments 2,811 91 2,902 Less: imputed interest ( 495 ) ( 8 ) ( 503 ) Present value of lease liabilities $ 2,316 $ 83 $ 2,399 The weighted average remaining lease term for operating leases is 4.2 years, and 2.3 years for the finance lease. The weighted average discount rate is 8.9 % and 8.5 % for operating and finance leases, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5: Related Party Transactions Exchange Agreement On the Closing Date, the Company entered into an exchange agreement with PKLP and certain Closing ProKidney Unitholders (the “Exchange Agreement”) pursuant to which, subject to the procedures and restrictions therein, from and after the waiver or expiration of any contractual lock-up period (including pursuant to the Lock-Up Agreement (as defined below)) the holders of Post-Combination ProKidney Common Units as defined in the Exchange Agreement (or certain permitted transferees thereof) would have the right from time to time at and after 180 days following the Closing to exchange their Post-Combination ProKidney Common Units and an equal number of Class B ordinary shares of the Company on a one-for-one basis for Class A ordinary shares of the Company (the “Exchange”); provided, that, subject to certain exceptions, the Company, at its sole election, subject to certain restrictions, may, other than in the case of certain secondary offerings, instead settle all or a portion of the Exchange in cash based on a volume weighted average price (“VWAP”) of a Class A ordinary share. The Exchange Agreement provides that, as a general matter, a holder of Post-Combination ProKidney Common Units will not have the right to exchange Post-Combination ProKidney Common Units if the Company determines that such exchange would be prohibited by law or regulation or would violate other agreements with the Company and its subsidiaries to which the holder of Post-Combination ProKidney Common Units may be subject, including the Second Amended and Restated ProKidney Limited Partnership Agreement and the Exchange Agreement. Lock-Up Agreement On the Closing Date, the Company, SCS Sponsor III LLC and certain Closing ProKidney Unitholders entered into a lock-up agreement (the “Lock-Up Agreement”). The Lock-Up Agreement contains certain restrictions on transfer with respect to the SCS Sponsor III LLC and the Closing ProKidney Unitholders party thereto. Such restrictions began at the Closing and would end on the earlier of (i) the date that is 180 days after the Closing and (ii)(a) for 33% of the Lock-Up Shares (other than the Earnout Shares and the Private Placement Shares), the date on which the last reported sale price of a Class A ordinary share of the Company equals or exceeds $12.50 per share for any 20 trading days within any 30-trading day period commencing at least 30 days after the Closing and (b) for an additional 50% of the Lock-Up Shares (other than the Earnout Shares and the Private Placement Shares (as each such term is defined in the Lock-Up Agreement)), the date on which the last reported sale price of a Class A ordinary share of the Company equals or exceeds $15.00 per share for any 20 trading days within any 30-trading day period commencing at least 30 days after the Closing. Notwithstanding the above, (i) the lock-up period for any Earnout Shares will expire not earlier than 180 days after such Earnout Shares are issued ; (ii) 50% of the Lock-Up Shares held by certain Closing ProKidney Unitholders and their affiliates will remain locked up until the earlier of four years following the Closing and the date that PKLP receives notice of any regulatory market authorization, including full or conditional authorization, to market its lead product candidate, Renal Autologous Cell Therapy (but, in any event, not earlier than 180 days following the Closing or (in the case of Earnout Shares) the date of issuance); and (iii) the lock-up period for the Private Placement Shares expired 30 days after the Closing. The restrictions on transfer set forth in the Lockup Agreement are subject to customary exceptions. During January 2023, the lock-up period for 50 % of the shares held by the Closing ProKidney Unitholders (other than the Earnout Shares) expired. Tax Receivable Agreement On the Closing Date, the Company entered into a tax receivable agreement (the “Tax Receivable Agreement”) with the Closing ProKidney Unitholders. Pursuant to the Tax Receivable Agreement, among other things, the Company will be required to pay the Closing ProKidney Unitholders party thereto 85 % of certain tax savings recognized by the Company, if any, as a result of the increases in tax basis attributable to exchanges by the Closing ProKidney Unitholders of Post-Combination ProKidney Common Units for Class A ordinary shares of the Company or, subject to certain restrictions, cash, pursuant to the Exchange Agreement and certain other tax attributes of PKLP and tax benefits related to entering into the Tax Receivable Agreement. Earnout Rights At the Closing, certain shareholders were issued an aggregate of 17,500,000 Earnout Restricted Common Units and 17,500,000 Earnout Restricted Stock Rights (collectively, the “Earnout Rights”). The Earnout Rights vest in three equal tranches if, during the five-year period after Closing, the VWAP of a Class A ordinary share reaches $ 15.00 per share, $ 20.00 per share and $ 25.00 per share. Likewise, the Earnout Rights will vest upon a change of control with a per share price exceeding those same VWAP thresholds within a five-year period immediately following the Closing. Upon vesting, the Earnout Rights will automatically convert into Post Combination ProKidney Common Units and Class B ordinary shares. Related Party Debt On January 18, 2022, in connection with the execution of the Business Combination Agreement, the Company entered into the Promissory Notes. Through such promissory notes, the holders could fund up to $ 100,000,000 to support the operational financing needs of the Company prior to the Closing. These notes bore interest at a rate of 3 % per annum and were due upon the earliest of either (i) the date on which the Business Combination closed or (ii) January 17, 2023. Drawdowns on the Promissory Notes could be made in multiples of $ 10,000 unless otherwise agreed upon. Once an amount was drawn down under the Promissory Notes, it was no longer available for future drawdown requests even if prepaid. During the year ended December 31, 2022 , the Company borrowed $ 35,000,000 under the Promissory Notes. During the year ended December 31, 2022 , the Company recognized interest expense of $ 207,000 , respectively related to the Promissory Notes. The amounts due under the Promissory Notes were paid, and the Promissory Notes were effectively terminated upon Closing as described in Note 1. Consulting Services Agreement between ProKidney-KY and Nefro Health On January 1, 2020, ProKidney-KY (formerly known as inRegen) entered into a consulting services agreement with Nefro Health (“Nefro”), an Irish partnership controlled and majority-owned by Mr. Pablo Legorreta, a director of the Company, pursuant to which Nefro provides consulting services for the research and development of the Company’s product candidates, including the conduct of clinical trials in North America and the European Union, the design and manufacturing of ProKidney’s product candidates as well as pre-commercialization activities, which are primarily performed by Mr. Legorreta. Under the agreement, Nefro receives $ 25,000 per quarter and is reimbursed for any out-of-pocket expenses incurred in connection with activities Nefro conducted under the agreement. ProKidney-KY has paid Nefro an aggregate of $ 100,000 for each of the years ended December 31, 2022, 2021 and 2020. The initial term of the consulting services agreement continued through December 31, 2020 and was renewed pursuant to the provision allowing for automatic renewals for additional periods of one year each unless terminated by either party by providing written notice to the other party at least ninety (90) days prior to the scheduled termination date. Either party may terminate this agreement upon the occurrence of a material breach by the other party in the performance of its obligations under the agreement or in respect of any provision, representation, warranty or covenant if such breach has not been cured within thirty (30) days after receiving written notice from the non-breaching party. Additionally, either of the parties may terminate the consulting services agreement for any reason upon giving thirty (30) days’ advance notice of such termination to the other party. In the event of such termination, ProKidney-KY will be obligated to pay Nefro any earned but unpaid consulting fee as of the termination date. Consulting Services Agreement between ProKidney-US and Nefro Health On January 1, 2020, ProKidney-US (formerly known as Twin City Bio, LLC) entered into a consulting services agreement with Nefro, pursuant to which Nefro provides consulting services for the research and development of the Company’s product candidates, including the conduct of clinical trials in North America and the European Union, the design and manufacturing of the Company’s product candidates as well as pre-commercialization activities, which are primarily performed by Mr. Pablo Legorreta. Under the agreement, Nefro receives $ 25,000 per quarter and is reimbursed for any out-of-pocket expenses incurred in connection with activities Nefro conducted under the agreement. ProKidney-US has paid Nefro an aggregate of $ 100,000 for each of the years ended December 31, 2022, 2021 and 2020 . The initial term of the consulting services agreement continued through December 31, 2020 and was renewed pursuant to the provision allowing for automatic renewals for additional periods of one year each unless terminated by either party by providing written notice to the other party at least ninety (90) days prior to the scheduled termination date. Either party may terminate this agreement upon the occurrence of a material breach by the other party in the performance of its obligations under the agreement or in respect of any provision, representation, warranty or covenant if such breach has not been cured within thirty (30) days after receiving written notice from the non-breaching party. Additionally, either of the parties may terminate the consulting services agreement for any reason upon giving thirty (30) days’ advance notice of such termination to the other party. In the event of such termination, ProKidney-US will be obligated to pay Nefro any earned but unpaid consulting fee as of the termination date. |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interest | 12 Months Ended |
Dec. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interest | Note 6: Redeemable Noncontrolling Interest The Company is subject to the Exchange Agreement with respect to the Post-Combination ProKidney Common Units representing the outstanding 73.6 % noncontrolling interest in PKLP (see Note 1). The Exchange Agreement requires the surrender of an equal number of Post-Combination ProKidney Common Units and Class B ordinary shares for (i) Class A ordinary shares on a one-for-one basis or (ii) cash (based on the fair market value of the Class A ordinary shares as determined pursuant to the Exchange Agreement), at the Company’s option (as the managing member of PKLP), subject to customary conversion rate adjustments for share splits, share dividends and reclassifications. The exchange value is determined based on a five-day VWAP of the Class A ordinary shares as defined in the Exchange Agreement, subject to customary conversion rate adjustments for share splits, share dividends and reclassifications. The redeemable noncontrolling interest is recognized at the higher of (1) its initial fair value plus accumulated earnings/losses associated with the noncontrolling interest or (2) the redemption value as of the balance sheet date. At December 31, 2022 , the redeemable noncontrolling interest was recorded based on its initial fair value plus accumulated losses associated with the noncontrolling interest as this amount was higher than the redemption value as of the balance sheet date which was approximately $ 1,116,011,000 . Changes in the Company’s ownership interest in PKLP while the Company retains its controlling interest in PKLP are accounted for as equity transactions, and the Company is required to adjust noncontrolling interest and equity for such changes. The following is a summary of net income attributable to the Company and transfers to noncontrolling interest: For the Period from July 11, 2022 through December 31, 2022 Net loss available to Class A ordinary shareholders $ ( 14,400 ) (Increase)/Decrease in ProKidney Corp. accumulated deficit for impact of 6,150 (Increase)/Decrease in ProKidney Corp. additional paid-in capital for vesting of ( 321 ) Change from net loss available to Class A ordinary shareholders and change $ ( 8,571 ) |
Shareholders Equity
Shareholders Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Shareholders' Equity | Note 7: Shareholders’ Equity In conjunction with the Business Combination, 186,500,000 Class A Units and 27,100,937 Class B and B-1 Units of PKLP were converted into an aggregate of 170,723,961 Class B ordinary shares of the Company and 9,276,039 Restricted Stock Rights in the Company (the “Restricted Stock Rights”). Subsequent to the Business Combination, the Company’s authorized share capital consists of 1,005,000,000 shares including (i) 500,000,000 Class A ordinary shares, par value $ 0.0001 per share, (ii) 500,000,000 Class B ordinary shares, par value $ 0.0001 per share and (iii) 5,000,000 preference shares, par value $ 0.0001 per share. Rights of Class A Ordinary Shares Each holder of Class A ordinary shares is entitled to one vote for each Class A ordinary share held of record by such holder on all matters on which shareholders generally are entitled to vote. Subject to preferences that may be applicable to any outstanding preference shares, the holders of Class A ordinary shares are entitled to receive ratably such dividends, if any, as may be declared from time to time by the Board out of funds legally available therefor. All dividends are subject to certain restrictions under Cayman Islands law, namely that we may only pay dividends out of profits or share premium account, and provided always that, in no circumstances may a dividend be paid if this would result in us being unable to pay our debts as they fall due in the ordinary course of business. In the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, the holders of the Company’s Class A ordinary shares are entitled to share ratably in all assets remaining after payment of our debts and other liabilities, subject to prior distribution rights of preference shares or any class or series of shares having a preference over the Company’s Class A ordinary shares, then outstanding, if any. Rights of Class B Ordinary Shares Each holder of the Company’s Class B ordinary shares is entitled to one vote for each Class B ordinary share held of record by such holder on all matters on which shareholders generally are entitled to vote. The holders of the Company’s Class B ordinary shares will not participate in any dividends declared by our board of directors. In the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, the holders of our Class B ordinary shares are entitled to a ratable amount equal to the capital paid up on such Class B ordinary shares of all assets remaining after payment of our debts and other liabilities, subject to prior distribution rights of preference shares or any class or series of shares having a preference over the Company’s Class B ordinary shares, then outstanding, if any. The Company’s Class B ordinary shares shall not carry any other right to participate in our profits or assets. Earnout Rights At the closing of the Business Combination, certain shareholders were issued an aggregate of 17,500,000 Earnout Rights. The Earnout Rights vest in three equal tranches if, during the five-year period after Closing, the VWAP of a Class A ordinary share reaches $ 15.00 per share, $ 20.00 per share and $ 25.00 per share. Likewise, the Earnout Rights will vest upon a change of control with a per share price exceeding those same VWAP thresholds within a five-year period immediately following the Closing. Upon vesting, the Earnout Rights will automatically convert into Post-Combination ProKidney Common Units and Class B ordinary shares. The issuance of the Earnout Rights was accounted for as an equity transaction. Since the Earnout Rights were issued to Closing ProKidney Unitholders (i.e., the accounting acquirer in the business combination), the accounting for the Earnout Rights arrangement does not fall under Accounting Standards Codification (“ASC”) Topic 805, Business Combinations nor Topic 718, Stock Compensation. The accounting for the Earnout Rights was also evaluated under ASC Topic 480, Distinguishing Liabilities from Equity, to determine if the arrangement should be classified as a liability. Based on that analysis, it was determined that the Earnout Rights did not meet the criteria to be accounted for as a liability. Additionally, the Earnout Rights were evaluated under ASC Topic 815, Derivatives. As part of that analysis, it was determined that the Earnout Rights met the definition of a derivative; however, they meet the scope exception criteria as they were clearly and closely related to the entity’s own stock, and met the criteria for equity treatment. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Note 8: Net Loss per Share Basic net loss per share is calculated by dividing net loss attributable to Class A ordinary shareholders by the weighted-average shares of Class A ordinary shares outstanding without the consideration for potential dilutive securities. Diluted net loss per share represents basic net loss per share adjusted to include the effects of all potentially dilutive shares. Diluted net loss per share is the same as basic loss per share for all periods as the inclusion of potentially issuable shares would be antidilutive. The Company analyzed the calculation of net loss per share for periods prior to the Business Combination on July 11, 2022 and determined that it resulted in values that would not be meaningful to the users of the consolidated financial statements, as the capital structure completely changed as a result of the Business Combination. Therefore, net loss per share information has not been presented for periods prior to the Business Combination. The basic and diluted net loss per share attributable to Class A ordinary shareholders for the year ended December 31, 2022, as presented on the consolidated statements of operations, represents only the period after the Business Combination to December 31, 2022. The following table sets forth the computation of basic and diluted net loss per share for the period from July 11, 2022 through December 31, 2022 (in thousands, except share and per share amounts): Numerator Net loss for the period from July 11, 2022 through December 31, 2022 $ ( 54,503 ) Less: Net loss attributable to noncontrolling interests for the period from ( 40,103 ) Net loss available to Class A ordinary shareholders of ProKidney Corp. for the $ ( 14,400 ) Denominator Weighted average Class A ordinary shares or ProKidney Corp. outstanding, 61,540,231 Net loss per Class A Unit Net loss per Class A ordinary share of ProKidney Corp., basic and diluted $ ( 0.23 ) Antidilutive securities ProKidney Corp. Class B ordinary shares 171,578,320 Unvested Restricted Stock Rights 8,369,796 Earnout Rights 17,500,000 Legacy SCS Restricted Share Units 50,000 Stock options granted under the 2022 Equity Incentive Plan 9,504,715 |
Equity Based Compensation
Equity Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Equity Based Compensation | Note 9: Equity Based Compensation 2022 Incentive Equity Plan On July 11, 2022, the shareholders of the Company approved the ProKidney Corp. 2022 Incentive Equity Plan (the “2022 Plan”) which provides for the issuance of equity based awards to the Company’s employees, non-employee directors, individual consultants, advisors and other service providers. Upon adoption of the plan, there were 24,154,023 Class A Ordinary Shares reserved for issuance. The 2022 Plan provides for the issuance of equity awards in the form of incentive stock options, which are intended to satisfy the requirements of Section 422 of the Internal Revenue Code of 1986, as amended, or nonqualified stock options, which are not intended to meet those requirements, stock appreciation rights, restricted stock, restricted stock units, performance awards or other cash or stock-based awards as determined appropriate by the plan administrator. In settlement of its obligations under this plan, the Company will issue new Class A ordinary shares. The Company has issued incentive and non-qualified stock option awards under the 2022 Plan to certain employees and non-employee directors of the Company. Given that the Company has established a full valuation allowance against its deferred tax assets, the Company has recognized no tax benefit related to these awards. Time-Vested Awards The Company uses the Black-Scholes option pricing model to calculate the fair value of time-vested stock options granted. These awards generally vest ratably over a three or four-year period and the option awards expire after a term of ten years from the date of grant. The fair value of stock options granted was estimated using the following assumptions during the year ended December 31, 2022: 2022 Expected volatility 82.0 % - 85.0 % Expected life of options, in years 5.9 - 6.1 Risk-free interest rate 3.7 % - 4.4 % Expected dividend yield 0.0 % The following table summarizes the activity related to the Company’s time-vested stock option awards granted under the 2022 Plan for the year ended December 31, 2022: Number of Shares Weighted Average Exercise Price Time-vested options outstanding at January 1, 2022 — $ — Granted 5,876,908 10.30 Forfeited ( 11,800 ) 10.33 Time-vested options outstanding at December 31, 2022 5,865,108 $ 10.30 Time-vested options exercisable at December 31, 2022 190,666 $ 10.33 Weighted average remaining contractual life 9.8 years Time-vested options vested and expected to vest at December 31, 2022 5,865,108 Weighted average remaining contractual life 9.8 years For the year ended December 31, 2022 , the Company recognized $ 2,309,000 of compensation expense related to time-vested awards under the 2022 Plan. As of December 31, 2022 , the Company had total unrecognized stock-based compensation expense of approximately $ 41,551,000 related to the time-vested grants under the 2022 Plan, which is expected to be recognized on a straight-line basis over a weighted average period of 3.8 years. The weighted average grant date fair value for the option grants during the year ended December 31, 2022 was $ 7.48 . The aggregate intrinsic value of the in-the-money time-vested awards outstanding as well as those exercisable as of December 31, 2022 , was $ 0 . Subsequent to December 31, 2022, the Company has issued 5,329,700 stock option awards to certain of its employees under the 2022 Equity Incentive Plan. These awards either vest on a monthly basis over a four year period or with 25 % vesting upon the first anniversary of the employee’s hire date and on a monthly basis for the three years thereafter. Market-Vested Awards During the year ended December 31, 2022, the Company also granted to its Chief Executive Officer 3,639,607 options with an exercise price of $ 10.33 . This grant contains both time and market based vesting conditions. The market conditions become satisfied in equal one-third tranches upon the Company's Class A ordinary shares exceeding a volume weighted average price hurdle of $ 15.00 , $ 20.00 and $ 25.00 , respectively, for 20 trading days within any 30 consecutive trading day period occurring prior to July 11, 2027. Once the market condition for a tranche is satisfied, such tranche will continue to be subject to time-vesting conditions and will vest ratably on each of the first, second and third anniversaries of the date that such tranche satisfied the performance vesting condition described above. Due to the market condition included in this grant, the Company used the Geometric Brownian Motion/Monte Carlo model to value these awards. The model used the following inputs: Expected volatility 96 % Suboptimal exercise multiple 2.80 Risk-free interest rate 4.2 % Expected dividend yield 0.0 % For the year ended December 31, 2022 , the Company recognized $ 2,242,000 of compensation expense related to market-vested awards under the 2022 Plan. As of December 31, 2022 , the Company had total unrecognized stock-based compensation expense of approximately $ 25,957,000 related to the market-vested awards outstanding under the 2022 Plan. The weighted average grant date fair value for the option grants during the year ended December 31, 2022 was $ 7.75 . The aggregate intrinsic value of the in-the-money market based awards outstanding as well as those exercisable as of December 31, 2022 , was $ 0 . Legacy Profits Interests The Deed for the Establishment of a Limited Partnership of ProKidney LP, dated as of August 5, 2021 (the “Limited Partnership Agreement”) which replaced the Amended and Restated Limited Liability Company Agreement of ProKidney LLC as the governing document of the parent entity in the Company, allowed for the issuance of Profits Interests (as defined in the Limited Partnership Agreement) to employees, directors, other service providers of the Company and others denominated in the form of one or more Class B Units of PKLP (as defined in the Limited Partnership Agreement). Under the Limited Partnership Agreement, ProKidney GP Limited, the former general partner of PKLP (“Legacy GP”), determined the terms and conditions of the Profits Interests issued. The threshold value assigned to each grant was not to be less than the fair market value of PKLP on the date of grant. Profits Interests awards would vest at a rate of 25% on the latter of the first anniversary of employment and the first anniversary of the Acquisition Date with the remaining 75% to vest in increments of 25% on each anniversary following the first anniversary date, ratably over a three or four-year period from the date of grant, in annual installments of 33.3% over the three-year period from the date of grant, in increments of 6.25% each calendar quarter following the first anniversary date, or were fully vested upon issuance. On January 17, 2022, PKLP amended and restated its Limited Partnership Agreement (the “Amended and Restated Limited Partnership Agreement”) which provided that certain qualified distribution events would result in holders of Profits Interests receiving disproportionate distributions from PKLP until each such holder’s valuation threshold had been reduced to zero in order to “catch up” such holder’s distributions to its pro rata share of aggregate cumulative distributions, and once sufficient distributions to a holder of Profits Interests had been made in accordance with the foregoing, the associated Class B Units of PKLP would automatically be converted into Class A Units of PKLP. Upon consummation of the Business Combination discussed in Note 1, PKLP’s existing Class B and B-1 Units were “caught up” and were converted into Class A Units of PKLP. The resulting vested and unvested Class A Units of PKLP were then recapitalized into Post-Combination ProKidney Common Units or Restricted Common Units of the Company, respectively. This recapitalization resulted in a decrease in the number of awards held by each participant. As such, the number of Profits Interests and related per unit values within these financial statements have been adjusted to reflect this recapitalization. Upon recapitalization, the Restricted Common Units maintained the vesting schedules associated with the original Profits Interest awards. The following table summarizes the activity related to the Company’s Profits Interest awards for the year ended December 31, 2022: Number of Shares Weighted Average Grant Date Fair Value Unvested awards outstanding at January 1, 2022 2,015,943 $ 0.44 Granted 8,174,016 7.43 Vested ( 1,734,245 ) 1.01 Forfeited ( 85,919 ) 7.36 Awards outstanding at December 31, 2022 8,369,795 $ 7.08 As of December 31, 2022 , the unrecognized compensation expense related to these awards was $ 45,243,000 . The current weighted average remaining period over which the unrecognized compensation expense is expected to be recognized is 3.0 years. The weighted average grant date fair value of the Profits Interests granted during the year ended December 31, 2022 , was $ 7.43 per Class B-1 unit, as adjusted for the effects of the recapitalization. There were no Profits Interests granted during the year ended December 31, 2021. The aggregate intrinsic value of the unvested profits interests outstanding at December 31, 2022 was $ 57,417,000 . Modification to Profits Interest Awards On January 17, 2022, the Limited Partnership Agreement was amended and restated to provide that certain qualified distribution events would result in the holders of Profits Interests receiving disproportionate distributions from PKLP until each such holder’s threshold value was reduced to zero in order to “catch up” such holder’s distributions to its pro rata share of aggregate cumulative distributions, and once sufficient distributions to a holder of Profits Interests had been made in accordance with the foregoing, the associated Class B Units would automatically be converted into Class A Units. This amendment constituted a modification to the Class B-1 Units in PKLP outstanding as of the date of the modification under the provisions of ASC Topic 718. In connection with the modification of its outstanding share-based compensation awards, the Company will recognize total additional compensation expense of $ 5,437,000 related to awards granted to its employees. The portion of this additional compensation expense attributable to vested awards of $ 3,715,000 was recognized immediately upon modification during the year ended December 31, 2022. Issuance of Profits Interests to Service Provider During the year ended December 31, 2022 , the Company issued 2,253,033 fully vested Class B-1 Units in PKLP to a third-party service provider as payment for research and development services provided in prior periods. The Company had previously recognized expense of $ 2,502,000 for these services based on the liability related to the services incurred. As the fair value of shares issued to satisfy that obligation was higher than the amount previously expensed, the Company recognized additional research and development expense of $ 14,080,000 during the year ended December 31, 2022 . Purchase of Class B-1 Units in PKLP As discussed further in Note 6, certain of the Company’s employees, board members and service providers purchased 6,648,353 of Class B-1 Units in PKLP for total cash proceeds of $ 6,050,000 , respectively, during the year ended December 31, 2022 . Since these Class B-1 Units in PKLP were fully vested upon purchase and contained no service requirements, the Company immediately recognized the difference between the purchase price and the estimated fair value for these Class B-1 Units in PKLP of $ 34,254,000 as equity-based compensation expense during the year ended December 31, 2022, respectively. No such sales occurred during the year ended December 31, 2021. Fair Value Estimate for Profits Interest Prior to the Business Combination, PKLP was privately held with no active public market for its equity instruments. Therefore, for financial reporting purposes, management determined the estimated per share fair value of PKLP’s equity shares (including Profits Interests) using contemporaneous valuations. These contemporaneous valuations were done using methodologies consistent with the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation , also known as the Practice Aid. For the Profits Interest Awards granted during the year ended December 31, 2022, the valuation approach utilized a hybrid method which consists of a combination of an Option Pricing Method (“OPM”) and a Probability Weighted Expected Return Method (”PWERM”) approach. Weighting allocations were assigned to the OPM and PWERM methods based upon the expected likelihood of possible future liquidity events, including the Business Combination. Under the OPM approach, the fair value of the total equity of PKLP within each scenario was first estimated using a back-solve method wherein the equity value is derived from a recent transaction in PKLP’s own securities, and then the total equity value is allocated to the various components of the capital structure, including the Profits Interests, using an OPM or a waterfall approach based on the specific rights of each of the equity classes. The OPM used the fair value of the total equity of PKLP within a scenario as a starting point and incorporates assumptions made regarding the expected returns and volatilities that are consistent with the expectations of market participants, and distribution of equity values is produced which cover the range of events that an informed market participant might expect. This process creates a range of equity values both between and within scenarios. The fair value measurement is sensitive to changes in the unobservable inputs. Changes in those inputs might result in a higher or lower fair value measurement. The PWERM approach is a scenario-based analysis that estimates the value per share of ordinary shares based on the probability-weighted present value of expected future equity values for the ordinary shares, under various possible future liquidity event scenarios, including the proposed Business Combination, in light of the rights and preferences of each class and series of stock, including the Profits Interests, discounted for a lack of marketability. In performing these valuations, management considered all objective and subjective factors that they believed to be relevant, including management’s best estimate of PKLP’s business condition, prospects, and operating performance at each valuation date. Within the valuations performed, a range of factors, assumptions, and methodologies were used. The significant factors included trends within the industry, the prices at which PKLP sold its Class A Units, the rights and preferences of the Class A Units relative to the Class B Units at the time of each measurement date, the results of operations, financial position, status of research and development efforts, stage of development and business strategy, the lack of an active public market for the units, and the likelihood of achieving an exit event in light of prevailing market conditions. The following reflects the key assumptions used in each of the valuation scenarios: OPM PWERM Total equity value (in thousands) $ 234,551 - $ 280,400 $ 1,750,000 Expected volatility of total equity 95 % 60 % - 90 % Discount for lack of market 30 % 7 % - 15 % Expected time to exit event 3.4 years - 3.7 years 0.1 years - 0.5 years Legacy SCS Awards In 2021, SCS had agreed to grant 50,000 restricted stock units (“RSUs”) to certain of its board members and other advisors which were contingent upon the consummation of a Business Combination and a shareholder approved equity plan. The RSUs were to vest upon the consummation of such Business Combination and represent 50,000 Class A ordinary shares of the Company that will settle on a date determined in the sole discretion of the Company that shall occur between the vesting date and March 15th of the year following the year in which vesting occurs. The RSUs granted by the Company are in the scope of ASC 718. Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The RSUs granted were subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the RSUs is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. Upon Closing, the performance conditions for these awards were met as both a Business Combination had occurred and the shareholders approved a qualifying equity plan. As such, the entire amount of share-based compensation expense related to these awards of $ 396,000 was recognized during the year ended December 31, 2022. The weighted average grant date fair value per share of these RSUs was $ 7.92 . Compensation Expense Compensation expense related to share-based awards is included in research and development and general and administrative expense as follows (in thousands): Years Ended December 31, 2022 2021 2020 Research and development $ 23,711 $ – $ – General and administrative 50,758 699 730 Total equity-based compensation expense $ 74,469 $ 699 $ 730 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements, in accordance with GAAP, requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements, and the amounts of expenses during the reported periods. Certain estimates in these consolidated financial statements have been made in connection with the calculation of research and development expenses, equity-based compensation expense and the provision for or benefit from income taxes. The Company bases its estimates on historical experience and various other assumptions, including in certain circumstances future projections, which management believes to be reasonable under the circumstances. Actual results could differ from those estimates. Changes in estimates are reflected in reported results in the period in which they become known. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of 90 days or less on the date of purchase to be cash equivalents. The carrying value of cash and cash equivalents approximates fair value due to the short-term nature of these items. |
Concentration of Credit Risk | Concentrations of Credit Risk Cash and equivalents are the primary financial instruments held by the Company that are potentially subject to concentrations of credit risk. The Company’s cash and equivalents are deposited in accounts at large financial institutions, and such amounts may exceed federally insured limits. |
Accrued Expenses | Accrued Expenses Accrued expenses as presented in the Consolidated Balance Sheets as of December 31, 2022 and December 31, 2021 consisted of the following (in thousands): December 31, 2022 December 31, 2021 Compensation $ 3,355 $ 1,832 Clinical study related costs 1,636 2,031 Accrued legal costs 436 964 Manufacturing improvement costs 678 4,164 Accrued consulting and professional fees 1,210 73 Other accrued expenses 21 149 Total accrued expenses and other $ 7,336 $ 9,213 |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. Research and development expenses are comprised of costs incurred in performing research and development activities, including salaries, benefits, third party license fees, and external costs of outside vendors engaged to conduct manufacturing and preclinical development activities and clinical trials. The Company records accruals based on estimates of services received, efforts expended, and amounts owed pursuant to contracts with numerous contract research organizations. In the normal course of business, the Company contracts with third parties to perform various clinical study activities in the ongoing development of potential products. The financial terms of these agreements are subject to negotiation and variation from contract to contract and may result in uneven payment flows. Payments under the contracts depend on factors such as the achievement of certain events and the completion of portions of the clinical study or similar conditions. The objective of the Company’s accrual policy is to match the recording of expenses in its financial statements to the actual services received and efforts expended. As such, expense accruals related to clinical studies are recognized based on the company’s estimate of the degree of completion of the event or events specified in the specific clinical study. The Company records nonrefundable advance payments it makes for future research and development activities as prepaid expenses. Prepaid expenses are recognized as expense in the Consolidated Statement of Operations and Comprehensive Loss as the Company receives the related goods or services Costs incurred in obtaining technology licenses are charged to research and development expense as purchased in-process research and development if the technology licensed has not reached technological feasibility and has no alternative future use. |
Fixed Assets | Fixed Assets Fixed assets are stated at cost, less accumulated depreciation. Generally, expenditures for maintenance and repairs are charged to expense and major improvements or replacements are capitalized. The Company computes depreciation and amortization using the straight-line method over the estimated useful life of the asset. Leasehold improvements are amortized over the lesser of, the life of the lease or the estimated useful life of the leasehold improvement. The estimated useful lives are as follows: Computer equipment and software 3 - 5 years Furniture and equipment 5 - 7 years Leasehold improvements remainder of lease term Fixed assets consisted of the following (in thousands): December 31, 2022 December 31, 2021 Furniture and equipment $ 2,376 $ 2,180 Computer equipment and software 889 569 Leasehold improvements 10,537 10,517 Construction in progress 1,614 351 Less: accumulated depreciation ( 4,708 ) ( 2,259 ) Total fixed assets, net $ 10,708 $ 11,358 Depreciation expense for the years ended December 31, 2022, 2021 and 2020 was $ 2,448,000 , $ 1,452,000 , and $ 606,000 , respectively. |
Intangible Assets | Intangible Assets Intangible assets are comprised of acquired assembled workforce, which are accounted for in accordance with ASC 350 - Intangibles - Goodwill and Other. The acquired assembled workforce is amortized on a straight-line basis over the useful life of five years. The following table summarizes information related to the Company’s assembled workforce intangible asset (in thousands): December 31, 2022 December 31, 2021 Gross carrying amount $ 1,073 $ 1,073 Accumulated amortization 860 645 Net carrying amount $ 213 $ 428 Estimated amortization expense for the years ended December 31, 2023 and 2024 is $ 208,000 and $ 5,000 , respectively. Amortization expense relating to the assembled workforce intangible asset was $ 215,000 , $ 214,000 and $ 215,000 for the years ended December 31, 2022, 2021 and 2020, respectively. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets such as fixed assets and intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. No impairment charges have been recorded for the years ended December 31, 2022, 2021 and 2020 . |
Income Taxes | Income Taxes The Company uses the liability method in accounting for income taxes as required by ASC Topic 740 — Income Taxes, under which deferred tax assets and liabilities are recorded for the future tax consequences attributable to the differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that such assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, available taxes in the carryback periods, projected future taxable income and tax planning strategies in making this assessment. Accordingly, the Company has provided a full valuation allowance to offset the net deferred tax assets at December 31, 2022 and December 31, 2021. Interest and penalties related to income taxes are included in the benefit (expense) for income taxes in the Company’s Consolidated Statements of Operations and Comprehensive Loss. The Company has not incurred any significant interest or penalties related to income taxes in any of the periods presented. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A three‑level fair value hierarchy that prioritizes the inputs used to measure fair value is described below. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: • Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities • Level 2 – Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable through correlation with market data • Level 3 – Unobservable inputs that are supported by little or no market data, which require the reporting entity to develop its own assumptions The carrying values of cash equivalents, accounts payable, and accrued liabilities approximate fair value due to the short‑term nature of these instruments. |
Leases | Leases The Company determines if an arrangement is a lease at inception. Balances recognized related to the Company’s operating and finance leases are included in right-of-use assets, net and lease liabilities in the Consolidated Balance Sheets. Right of use assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. Variable payments directly related to the use of the assets and future adjustments of payments based on indices are recognized in the period of incurrence or change and are not included in the lease payments at the initial measurement date. Lease terms may include options to extend or terminate the lease if it is reasonably certain that the Company will exercise the option. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. The right of use asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. The Company has elected a practical expedient to not separate its lease and non-lease components and instead account for them as a single lease component. Leases with a term of 12 months or less are not recorded on the balance sheet. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Lease payments for short-term leases are recorded to operating expense on a straight-line basis and variable lease payments are recorded in the period in which the obligation for those payments is incurred. |
Contingent Liabilities | Contingent Liabilities The Company records reserves for contingent liabilities when it is probable that an asset has been impaired or a liability has been incurred at the date of the financial statements, and the amount of the loss can be reasonably estimated. |
Equity-Based Compensation | Equity-Based Compensation Compensation expense for share-based compensation awards issued is based on the fair value of the award at the date of grant. The Company records forfeitures of share-based compensation awards as they occur. The Company’s share based compensation program grants awards that have included the following: 1) profits interests in ProKidney LP which, at close of the Business Combination, were converted into paired interests consisting of (i) Class B ordinary shares or Class B restricted stock rights and (ii) Common Units or Restricted Common Units of ProKidney LP (collectively referred to as “Legacy Profits Interests”); 2) restricted stock units issued by SCS (“Legacy SCS Awards”); 3) time-vested stock options issued by ProKidney Corp.; and 4) market-vested stock options issued by ProKidney Corp. The grant date fair value of time-vested stock option awards is estimated using the Black-Scholes option pricing formula. The grant date fair values of the Legacy Profits Interests and Legacy SCS Awards are based on the market value of the issuer’s shares or member units, as applicable, on the date of grant. Compensation expense related to time-vested stock options, Legacy Profits Interests and Legacy SCS Awards are recognized on a straight-line basis over the applicable service period. The grant date fair value of market-vested stock option awards is estimated using the Geometric Brownian Motion/Monte Carlo model. Share-based compensation expense related to these awards is recognized ratably for each vesting tranche over the derived service period regardless of whether the award achieves the market condition and will only be adjusted to the extent the service condition is not met. Due to the lack of sufficient historical trading information with respect to its own shares, the Company estimates expected volatility based on a portfolio of selected stocks of companies believed to have market and economic characteristics similar to its own. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. Due to a lack of historical exercise data, the Company estimates the expected life of its outstanding stock options using the simplified method specified under Staff Accounting Bulletin Topic 14.D.2 for awards without market conditions. |
Defined Contribution Plan | Defi ned Contribution Plan The Company sponsors a 401(k) plan for its ProKidney-US employees and a defined contribution plan for its ProKidney-KY employees. Full-time employees are eligible to participate in these plans. The Company matches 50% of participating ProKidney-US employees’ contributions up to 8% of salary and contributes 7% of ProKidney-KY employee salaries to the respective plans. The Company’s cost related to these defined contribution plans were $ 267,000 , $ 169,000 and $ 139,000 for the years ended December 31, 2022, 2021 and 2020 , respectively |
Segments | Segments The Company operates in only one segment. |
Recent Accounting Standards | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which requires lessees to recognize a right-of-use asset and a liability on the balance sheet for all leases, with the exception of short-term leases. The lease liability will be equal to the present value of lease payments, and the right-of-use asset will be based on the lease liability, subject to adjustment such as for initial direct costs. Leases will continue to be classified as either operating or finance leases in the income statement. The Company early adopted ASU No. 2016-02, Leases (Topic 842), as of January 1, 2021. For additional detail, see Note 4, Leases. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Intangible assets | The following table summarizes information related to the Company’s assembled workforce intangible asset (in thousands): December 31, 2022 December 31, 2021 Gross carrying amount $ 1,073 $ 1,073 Accumulated amortization 860 645 Net carrying amount $ 213 $ 428 |
Schedule of estimated useful lives | The estimated useful lives are as follows: Computer equipment and software 3 - 5 years Furniture and equipment 5 - 7 years Leasehold improvements remainder of lease term Fixed assets consisted of the following (in thousands): December 31, 2022 December 31, 2021 Furniture and equipment $ 2,376 $ 2,180 Computer equipment and software 889 569 Leasehold improvements 10,537 10,517 Construction in progress 1,614 351 Less: accumulated depreciation ( 4,708 ) ( 2,259 ) Total fixed assets, net $ 10,708 $ 11,358 |
Condensed Consolidated Balance Sheets of Accrued expense | Accrued expenses as presented in the Consolidated Balance Sheets as of December 31, 2022 and December 31, 2021 consisted of the following (in thousands): December 31, 2022 December 31, 2021 Compensation $ 3,355 $ 1,832 Clinical study related costs 1,636 2,031 Accrued legal costs 436 964 Manufacturing improvement costs 678 4,164 Accrued consulting and professional fees 1,210 73 Other accrued expenses 21 149 Total accrued expenses and other $ 7,336 $ 9,213 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for income tax expense | The provision for income tax expense consisted of the following for the years ended December 31, 2022, 2021 and 2020 (in thousands): December 31, 2022 December 31, 2021 December 31, 2020 Current: Federal $ 896 $ 72 $ ( 242 ) State – ( 34 ) 10 Total current income tax expense (benefit) 896 38 ( 232 ) Deferred: Federal – – – State – – – Total deferred income tax expense (benefit) – – – Income tax expense (benefit) $ 896 $ 38 $ ( 232 ) |
Schedule of effective income tax rate | The difference between the statutory rate for U.S statutory rate of 21 % and the effective income tax rate was as follows: December 31, 2022 December 31, 2021 December 31, 2020 Current: Income taxes at statutory rate 21.0 % 21.0 % 21.0 % State taxes, net of federal benefit – – – Non-taxed income ( 18.4 ) ( 21.4 ) ( 21.5 ) Federal Credits 0.8 1.8 2.3 Share-based compensation ( 2.4 ) – – Provision to return adjustment – – 0.2 Change in valuation allowance ( 1.4 ) ( 1.3 ) ( 1.1 ) Other ( 0.2 ) ( 0.2 ) – Effective income tax rate ( 0.6 )% ( 0.1 )% 0.9 % |
Schedule of components of deferred tax assets and liabilities | Components of the Company’s deferred tax assets and liabilities included in the consolidated balance sheet consisted of the following (in thousands): December 31, 2022 December 31, 2021 Deferred tax assets: Accrued compensation $ 678 $ 376 Federal credit carryforwards 227 939 Leases 10 28 Share-based compensation 637 – Research and experimental costs capitalized 3,504 – Start-up costs 35 39 Deferred tax assets before valuation allowance 5,091 1,382 Valuation allowance 3,332 1,237 Total deferred tax assets $ 1,759 $ 145 Deferred tax liabilities: Intangible assets $ 45 $ 90 Fixed assets 1,708 47 Prepaid expenses 6 8 Total deferred income tax liabilities 1,759 145 Net deferred tax asset $ – $ – |
Schedule of reconciliation of unrecognized tax benefits | A reconciliation of the beginning and ending amount of total unrecognized tax benefits for the years ended December 31, 2022 and 2021 consisted of the following (in thousands): December 31, 2022 December 31, 2021 Unrecognized tax benefits (gross): Benefits at the beginning of the year $ 180 $ – Increase related to prior year tax positions 9 94 Decrease related to prior year tax positions – – Increase related to current year tax positions 122 86 Benefits at the end of the year $ 311 $ 180 |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interest (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
Summary of Company and transfers to noncontrolling interest: | The following is a summary of net income attributable to the Company and transfers to noncontrolling interest: For the Period from July 11, 2022 through December 31, 2022 Net loss available to Class A ordinary shareholders $ ( 14,400 ) (Increase)/Decrease in ProKidney Corp. accumulated deficit for impact of 6,150 (Increase)/Decrease in ProKidney Corp. additional paid-in capital for vesting of ( 321 ) Change from net loss available to Class A ordinary shareholders and change $ ( 8,571 ) |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of computation of basic and diluted net loss per share | The following table sets forth the computation of basic and diluted net loss per share for the period from July 11, 2022 through December 31, 2022 (in thousands, except share and per share amounts): Numerator Net loss for the period from July 11, 2022 through December 31, 2022 $ ( 54,503 ) Less: Net loss attributable to noncontrolling interests for the period from ( 40,103 ) Net loss available to Class A ordinary shareholders of ProKidney Corp. for the $ ( 14,400 ) Denominator Weighted average Class A ordinary shares or ProKidney Corp. outstanding, 61,540,231 Net loss per Class A Unit Net loss per Class A ordinary share of ProKidney Corp., basic and diluted $ ( 0.23 ) Antidilutive securities ProKidney Corp. Class B ordinary shares 171,578,320 Unvested Restricted Stock Rights 8,369,796 Earnout Rights 17,500,000 Legacy SCS Restricted Share Units 50,000 Stock options granted under the 2022 Equity Incentive Plan 9,504,715 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of the classification of operating and finance lease assets and obligations in the Company's Consolidated Balance Sheets | The following table summarizes the classification of operating and finance lease assets and obligations in the Company's Consolidated Balance Sheets as of December 31, 2022 and December 31, 2021 (in thousands): December 31, 2022 December 31, 2021 Operating leases: Right of use assets $ 2,285 $ 1,139 Operating lease liabilities, current $ 458 $ 235 Operating lease liabilities, noncurrent 1,858 985 Total operating lease liabilities $ 2,316 $ 1,220 Finance leases: Right of use assets $ 71 $ 102 Finance lease liabilities, current $ 35 $ 32 Finance lease liabilities, noncurrent 48 82 Total finance lease liabilities $ 83 $ 114 |
Schedule of maturities of lease liabilities | Maturities of lease liabilities for the Company’s operating and finance leases are as follows as of December 31, 2022 (in thousands): Operating Leases Finance Leases Total 2023 $ 643 $ 40 $ 683 2024 660 40 700 2025 665 11 676 2026 583 — 583 2027 260 — 260 Thereafter — — — Total lease payments 2,811 91 2,902 Less: imputed interest ( 495 ) ( 8 ) ( 503 ) Present value of lease liabilities $ 2,316 $ 83 $ 2,399 |
Equity Based Compensation (Tabl
Equity Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of stock option awards granted, Activity | The following table summarizes the activity related to the Company’s time-vested stock option awards granted under the 2022 Plan for the year ended December 31, 2022: Number of Shares Weighted Average Exercise Price Time-vested options outstanding at January 1, 2022 — $ — Granted 5,876,908 10.30 Forfeited ( 11,800 ) 10.33 Time-vested options outstanding at December 31, 2022 5,865,108 $ 10.30 Time-vested options exercisable at December 31, 2022 190,666 $ 10.33 Weighted average remaining contractual life 9.8 years Time-vested options vested and expected to vest at December 31, 2022 5,865,108 Weighted average remaining contractual life 9.8 years |
Summary of Profits Interest awards, Activity | The following table summarizes the activity related to the Company’s Profits Interest awards for the year ended December 31, 2022: Number of Shares Weighted Average Grant Date Fair Value Unvested awards outstanding at January 1, 2022 2,015,943 $ 0.44 Granted 8,174,016 7.43 Vested ( 1,734,245 ) 1.01 Forfeited ( 85,919 ) 7.36 Awards outstanding at December 31, 2022 8,369,795 $ 7.08 |
Summary of assumptions of the valuation scenarios | The following reflects the key assumptions used in each of the valuation scenarios: OPM PWERM Total equity value (in thousands) $ 234,551 - $ 280,400 $ 1,750,000 Expected volatility of total equity 95 % 60 % - 90 % Discount for lack of market 30 % 7 % - 15 % Expected time to exit event 3.4 years - 3.7 years 0.1 years - 0.5 years |
Schedule of Compensation expense related to share-based awards | Compensation expense related to share-based awards is included in research and development and general and administrative expense as follows (in thousands): Years Ended December 31, 2022 2021 2020 Research and development $ 23,711 $ – $ – General and administrative 50,758 699 730 Total equity-based compensation expense $ 74,469 $ 699 $ 730 |
Market-Vested Awards | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of assumptions of the valuation in stock option activity | Due to the market condition included in this grant, the Company used the Geometric Brownian Motion/Monte Carlo model to value these awards. The model used the following inputs: Expected volatility 96 % Suboptimal exercise multiple 2.80 Risk-free interest rate 4.2 % Expected dividend yield 0.0 % |
Time-Vested Awards | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of assumptions of the valuation in stock option activity | The fair value of stock options granted was estimated using the following assumptions during the year ended December 31, 2022: 2022 Expected volatility 82.0 % - 85.0 % Expected life of options, in years 5.9 - 6.1 Risk-free interest rate 3.7 % - 4.4 % Expected dividend yield 0.0 % |
Description Of Business and B_2
Description Of Business and Basis of Presentation - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Description Of Organization And Business Operations [Line Items] | |||
Incorporation date of entity | Feb. 25, 2021 | ||
Cash | $ 490,252,000 | ||
Repayments of related party debt | 35,000,000 | $ 0 | $ 0 |
Accumulated deficit | (1,104,116,000) | $ (161,510,000) | |
Proceeds from business combination net | 511,912,000 | ||
Proceeds from business combination gross | 596,537,000 | ||
Advisory and placement fees | 29,389,000 | ||
Costs paid with proceeds for SPAC | $ 21,029,000 | ||
PKLP [Member] | |||
Description Of Organization And Business Operations [Line Items] | |||
Percentage Of Non Voting Economic Interest | 73.60% | ||
Percentage Of Non Voting Economic Interest by Parent | 26.40% | ||
Repayments of related party debt | $ 35,000,000 | ||
Equity Method Investment, Ownership Percentage | 100% | ||
Proceeds from unredeemed shares | $ 21,737,000 | ||
Private Placement [Member] | |||
Description Of Organization And Business Operations [Line Items] | |||
Sale of stock price per share | $ 10 | ||
Common Class A [Member] | |||
Description Of Organization And Business Operations [Line Items] | |||
Proceeds from private placement issue | $ 574,800,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) Segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Accounting Policies [Line Items] | |||
Amortization expense | $ 215,000,000 | $ 214,000,000 | $ 215,000,000 |
Depreciation expense | $ 2,448,000 | 1,452,000 | 606,000 |
Number of Reportable Segments | Segment | 1 | ||
Finite lived intangible asset Two year | $ 208,000 | ||
Finite lived intangible asset Three year | 5,000 | ||
Defined Contribution Plan, Cost | $ 267,000 | $ 169,000 | $ 139,000 |
Significant Accounting Policies
Significant Accounting Policies - Summary of Accrued expense (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Compensation | $ 3,355 | $ 1,832 |
Clinical study related costs | 1,636 | 2,031 |
Accrued legal costs | 436 | 964 |
Manufacturing improvement costs | 678 | 4,164 |
Accrued consulting and professional fees | 1,210 | 73 |
Other accrued expenses | 21 | 149 |
Total accrued expenses and other | $ 7,336 | $ 9,213 |
Significant Accounting Polici_2
Significant Accounting Policies - Summary of Fixed Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation | $ (4,708) | $ (2,259) |
Total fixed assets, net | 10,708 | 11,358 |
Computer equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Fixed Assets Gross | $ 889 | 569 |
Computer equipment and software | Maximum Member | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 5 years | |
Computer equipment and software | Minimum Member | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 3 years | |
Furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Fixed Assets Gross | $ 2,376 | 2,180 |
Furniture and equipment | Maximum Member | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 7 years | |
Furniture and equipment | Minimum Member | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 5 years | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful life | remainder of lease term | |
Fixed Assets Gross | $ 10,537 | 10,517 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Construction in progress | $ 1,614 | $ 351 |
Significant Accounting Polici_3
Significant Accounting Policies - Summarizes intangible asset (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Gross carrying amount | $ 1,073 | $ 1,073 |
Accumulated amortization | 860 | 645 |
Finite-Lived Intangible Assets, Net, Total | $ 213 | $ 428 |
Income Taxes (Additional Inform
Income Taxes (Additional Information) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Effective tax rate | (0.60%) | (0.10%) | 0.90% |
Effective Income Tax Rate | 21% | 21% | 21% |
Unrecognized tax benefits | $ 311,000 | $ 180,000 | $ 0 |
Valuation allowance | 3,332,000 | 1,237,000 | |
Uncertain tax positions | 0 | ||
Valuation allowance | 3,332,000 | 1,237,000 | |
Federal Credit Carryforwards | 227,000 | $ 939,000 | |
Research Credit Carryforwards | $ 174,000 |
Income Taxes - Components of pr
Income Taxes - Components of provision for income tax expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||
Federal | $ 896 | $ 72 | $ (242) |
State | 0 | (34) | 10 |
Total current income tax expense (benefit) | 896 | 38 | (232) |
Deferred: | |||
Federal | 0 | 0 | 0 |
State | 0 | 0 | 0 |
Total deferred income tax (benefit) expense | 0 | 0 | 0 |
Income Tax Expense (Benefit), Total | $ 896 | $ 38 | $ (232) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of effective income tax rate (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Effective Income Tax Rate | 21% | 21% | 21% |
State taxes, net of federal benefit | 0% | 0% | 0% |
LLC flow-through structure | (18.40%) | (21.40%) | (21.50%) |
Federal Credits | 0.80% | 1.80% | 2.30% |
Share-based compensation | (2.40%) | 0% | 0% |
Provision to return adjustment | 0% | 0% | 0.20% |
Change in valuation allowance | (1.40%) | (1.30%) | (1.10%) |
Other | (0.20%) | (0.20%) | 0% |
Effective Income Tax Rate Reconciliation, Percent, Total | (0.60%) | (0.10%) | 0.90% |
Income Taxes - Components of de
Income Taxes - Components of deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Accrued compensation | $ 678 | $ 376 |
Federal Credit Carryforwards | 227 | 939 |
Leases | 10 | 28 |
Share-based compensation | 637 | 0 |
Research and experimental costs capitalized | 3,504 | 0 |
Start-up costs | 35 | 39 |
Total Deferred tax assets before valuation allowance, Total | 5,091 | 1,382 |
Valuation allowance | 3,332 | 1,237 |
Deferred Tax Assets, Gross, Total | 1,759 | 145 |
Deferred tax liabilities: | ||
Intangible assets | 45 | 90 |
Fixed assets | 1,708 | 47 |
Prepaid expenses | 6 | 8 |
Deferred Tax Liabilities, Gross, Total | 1,759 | 145 |
Deferred Tax Assets, Net, Total | $ 0 | $ 0 |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of unrecognized tax benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Beginning unrecognized tax benefits | $ 180 | $ 0 |
Increase related to prior year tax positions | 9 | 94 |
Decrease related to prior year tax positions | 0 | 0 |
Increase related to current year tax positions | 122 | 86 |
Ending unrecognized tax benefits | $ 311 | $ 180 |
Private Placement - Additional
Private Placement - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares | |
Private Placement [Member] | |
Class of Stock [Line Items] | |
Sale of stock price per share | $ / shares | $ 10 |
Common Class A [Member] | |
Class of Stock [Line Items] | |
Proceeds from private placement issue | $ | $ 574,800,000 |
Leases (Additional Information)
Leases (Additional Information) (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2021 | |
Leases [Abstract] | ||||
Lessee, Operating Lease, Term of Contract | 12 months | |||
Right Of Use Assets Operating And Finance Lease | $ 2,356,000 | $ 1,241,000 | $ 1,560,000 | |
Operating And Finance Lease Liabilities Current | 493,000 | 267,000 | $ 1,559,000 | |
Operating Lease Expense | 551,000 | $ 434,000 | $ 314,000 | |
Operating Lease Payments | $ 514,000 | |||
Finance Lease, Weighted Average Remaining Lease Term | 2 years 3 months 18 days | |||
Operating Lease, Weighted Average Remaining Lease Term | 4 years 2 months 12 days | |||
Finance lease, weighted average discount rate | 8.50% | |||
Operating lease, weighted average discount rate | 8.90% |
Leases - Schedule of the Classi
Leases - Schedule of the Classification of Operating and Finance Lease Assets and Obligations in the Company's Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Operating leases: | ||
Right of use assets | $ 2,285 | $ 1,139 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Right Of Use Assets Operating And Finance Lease | Right Of Use Assets Operating And Finance Lease |
Operating lease liabilities, current | $ 458 | $ 235 |
Lease liabilities, net of current portion | 1,858 | 985 |
Total operating lease liabilities | 2,316 | 1,220 |
Finance leases: | ||
Right of use assets | 71 | 102 |
Finance lease liabilities, current | 35 | 32 |
Finance lease liabilities, noncurrent | 48 | 82 |
Total finance lease liabilities | $ 83 | $ 114 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Operating And Finance Lease Liabilities Current | Operating And Finance Lease Liabilities Current |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Operating And Finance Lease Liabilities Non Current Portion | Operating And Finance Lease Liabilities Non Current Portion |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Right Of Use Assets Operating And Finance Lease | Right Of Use Assets Operating And Finance Lease |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Operating And Finance Lease Liabilities Current | Operating And Finance Lease Liabilities Current |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Operating And Finance Lease Liabilities Non Current Portion | Operating And Finance Lease Liabilities Non Current Portion |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities for the Company's Operating and Finance Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2023 | $ 643 | |
2024 | 660 | |
2025 | 665 | |
2026 | 583 | |
2027 | 260 | |
Thereafter | 0 | |
Total lease payments | 2,811 | |
Less: imputed interest | (495) | |
Present value of lease liabilities | 2,316 | $ 1,220 |
2023 | 40 | |
2024 | 40 | |
2025 | 11 | |
2026 | 0 | |
2027 | 0 | |
Thereafter | 0 | |
Total lease payments | 91 | |
Less: imputed interest | (8) | |
Present value of lease liabilities | 83 | $ 114 |
2023 | 683 | |
2024 | 700 | |
2025 | 676 | |
2026 | 583 | |
2027 | 260 | |
Thereafter | 0 | |
Total lease payments | 2,902 | |
Less: imputed interest | (503) | |
Present value of lease liabilities | $ 2,399 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Jan. 31, 2023 | Jan. 18, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||||
Repayments of related party debt | $ 35,000,000 | $ 0 | $ 0 | ||
Borrowings under related party notes payable | $ 35,000,000 | 0 | 0 | ||
Shares held by the Closing ProKidney | 50% | ||||
Common Class B [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock shares outstanding | 171,578,320 | ||||
Class A [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock shares outstanding | 61,540,231 | ||||
Pre IPO Sponsor Promissory Note [Member] | |||||
Related Party Transaction [Line Items] | |||||
Debt instrument face value | $ 35,000,000 | ||||
Lock Up Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Description Of Terms Earnout Shares | A ordinary share of the Company equals or exceeds $12.50 per share for any 20 trading days within any 30-trading day period commencing at least 30 days after the Closing and (b) for an additional 50% of the Lock-Up Shares (other than the Earnout Shares and the Private Placement Shares (as each such term is defined in the Lock-Up Agreement)), the date on which the last reported sale price of a Class A ordinary share of the Company equals or exceeds $15.00 per share for any 20 trading days within any 30-trading day period commencing at least 30 days after the Closing. Notwithstanding the above, (i) the lock-up period for any Earnout Shares will expire not earlier than 180 days after such Earnout Shares are issued | ||||
Tax Receivable Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Percentage of tax saving recognized | 85% | ||||
ProKidney KY and Nefro Health [Member] | |||||
Related Party Transaction [Line Items] | |||||
Quarterly Related Party Fee | $ 25,000 | ||||
Costs And Expenses Related Party | 100,000 | 100,000 | 100,000 | ||
ProKidney US and Nefro Health [Member] | |||||
Related Party Transaction [Line Items] | |||||
Costs And Expenses Related Party | 100,000 | $ 100,000 | $ 100,000 | ||
Promissory note [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction fees payable per month | $ 10,000 | ||||
Interest Expense | $ 207,000 | ||||
Related Party Note Maximum Amount | $ 100,000,000 | ||||
Interest rate on notes | 3% | ||||
RCU [Member] | |||||
Related Party Transaction [Line Items] | |||||
Earnout Restricted Common Units Issued | 17,500,000 | ||||
RSR [Member] | |||||
Related Party Transaction [Line Items] | |||||
Earnout restricted stock right shares | 17,500,000 | ||||
Earnout Rights [Member] | |||||
Related Party Transaction [Line Items] | |||||
Vesting Period of Earnout Rights | 5 years | ||||
Earnout Rights [Member] | Tranche two [Member] | Class A [Member] | |||||
Related Party Transaction [Line Items] | |||||
Earnout Rights Stock Price Trigger | $ 20 | ||||
Earnout Rights [Member] | Tranche three [Member] | Class A [Member] | |||||
Related Party Transaction [Line Items] | |||||
Earnout Rights Stock Price Trigger | 25 | ||||
Earnout Rights [Member] | Vesting [Member] | Tranche one [Member] | |||||
Related Party Transaction [Line Items] | |||||
Earnout Rights Stock Price Trigger | 15 | ||||
Earnout Rights [Member] | Vesting [Member] | Tranche two [Member] | |||||
Related Party Transaction [Line Items] | |||||
Earnout Rights Stock Price Trigger | 20 | ||||
Earnout Rights [Member] | Vesting [Member] | Tranche three [Member] | |||||
Related Party Transaction [Line Items] | |||||
Earnout Rights Stock Price Trigger | $ 25 |
Shareholders Equity (Additional
Shareholders Equity (Additional Information) (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Earnout Rights [Member] | |
Vesting Period of Earnout Rights | 5 years |
PKLP [Member] | |
Issuance of Class B ordinary shares to Sponsor (in shares) | 170,723,961 |
Preferred stock, par value | $ / shares | $ 0.0001 |
PKLP [Member] | Earnout Rights [Member] | |
Common stock, shares issued | 17,500,000 |
Description of earnout rights | The Earnout Rights vest in three equal tranches if, during the five-year period after Closing, the VWAP of a Class A ordinary share reaches $15.00 per share, $20.00 per share and $25.00 per share. |
ProKidney Corp [Member] | |
Total Shares Authorized | 1,005,000,000 |
Preferred stock shares authorized | 5,000,000 |
Class A [Member] | |
Common stock, shares authorized | 500,000,000 |
Common stock, shares issued | 61,540,231 |
Common stock, par value | $ / shares | $ 0.0001 |
Class A [Member] | PKLP [Member] | |
Conversion of converted shares | 186,500,000 |
Class A [Member] | ProKidney Corp [Member] | |
Common stock, shares authorized | 500,000,000 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, voting rights | one vote |
Class A [Member] | Tranche one [Member] | Earnout Rights [Member] | |
Share price | $ / shares | $ 15 |
Class A [Member] | Tranche two [Member] | Earnout Rights [Member] | |
Earnout Rights Stock Price Trigger | $ / shares | 20 |
Class A [Member] | Tranche three [Member] | Earnout Rights [Member] | |
Earnout Rights Stock Price Trigger | $ / shares | $ 25 |
Class B [Member] | |
Common stock, shares authorized | 500,000,000 |
Common stock, shares issued | 171,578,320 |
Common stock, par value | $ / shares | $ 0.0001 |
Class B [Member] | PKLP [Member] | |
Conversion of converted shares | 27,100,937 |
Class B [Member] | ProKidney Corp [Member] | |
Conversion of shares | 9,276,039 |
Common stock, shares authorized | 500,000,000 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, voting rights | one vote |
Redeemable Noncontrolling Int_3
Redeemable Noncontrolling Interest - Summary of company non controlling interest (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Net loss available to Class A ordinary shareholders | $ (148,135) | $ (55,146) | $ (26,749) | |
Noncontrolling Interest [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Change from net loss available to Class A ordinary shareholders and change in ownership interest in ProKidney LP | $ (8,571) | |||
ProKidney LP [Member] | Noncontrolling Interest [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
(Increase)/Decrease in ProKidney Corp. accumulated deficit for impact of subsidiary equity-based compensation | 6,150 | |||
(Increase)/Decrease in ProKidney Corp. additional paid-in capital for vesting of Restricted Common Units in ProKidney LP | (321) | |||
Class A [Member] | Noncontrolling Interest [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Net loss available to Class A ordinary shareholders | $ (14,400) |
Redeemable Noncontrolling Int_4
Redeemable Noncontrolling Interest (Additional Information) (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Redeemable noncontrolling interest | $ 1,601,555,000 | $ 0 |
Exchange Agreement [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Redeemable noncontrolling interest | $ 1,116,011,000 | |
Exchange Agreement [Member] | PKLP [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Non controlling interest percentge | 73.60% |
Temporary Equity and Permanent
Temporary Equity and Permanent Deficit - Additional Information (Detail) | Dec. 31, 2022 $ / shares shares |
Common Class A [Member] | |
Class of Stock [Line Items] | |
Common stock, shares authorized | 500,000,000 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares issued | 61,540,231 |
Common stock shares outstanding | 61,540,231 |
Common Class B [Member] | |
Class of Stock [Line Items] | |
Common stock, shares authorized | 500,000,000 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares issued | 171,578,320 |
Common stock shares outstanding | 171,578,320 |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of computation of basic and diluted net loss per share (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2022 $ / shares shares | ||
Numerator | |||
Net loss for the period from July 11, 2022 through September 30, 2022 | $ | $ (54,503) | ||
Less: Net loss attributable to noncontrolling interests for the period from July 11, 2022 through September 30, 2022 | $ | $ (40,103) | ||
Denominator | |||
Weighted Average Shares Outstanding, Basic | 61,540,231 | [1] | |
Weighted Average Shares Outstanding, Diluted | 61,540,231 | [1] | |
Net loss per ordinary share , Basic | $ / shares | $ (0.23) | [1] | |
Net loss per ordinary share , Diluted | $ / shares | $ (0.23) | [1] | |
Antidilutive securities | |||
Legacy SCS Restricted Share Units | 50,000 | ||
Stock options granted under the 2022 Equity Incentive Plan | 9,504,715 | 9,504,715 | |
Restricted Stock [Member] | |||
Antidilutive securities | |||
Unvested Restricted Stock Rights | 8,369,796 | ||
Earnout Restricted Common Units [Member] | |||
Antidilutive securities | |||
Unvested Restricted Stock Rights | 17,500,000 | ||
Common Class A [Member] | |||
Numerator | |||
Net loss available to ordinary shareholders of ProKidney Corp. for the period from July 11, 2022 through September 30, 2022, basic | $ | $ (14,400) | ||
Net loss available to ordinary shareholders of ProKidney Corp. for the period from July 11, 2022 through September 30, 2022, diluted | $ | $ (14,400) | ||
Denominator | |||
Weighted Average Shares Outstanding, Basic | 61,540,231 | ||
Weighted Average Shares Outstanding, Diluted | 61,540,231 | ||
Net loss per ordinary share , Basic | $ / shares | $ (0.23) | ||
Net loss per ordinary share , Diluted | $ / shares | $ (0.23) | ||
Common Class B [Member] | ProKidney LP [Member] | |||
Antidilutive securities | |||
Unvested Restricted Stock Rights | 171,578,320 | ||
[1] For the year ended December 31, 2022, net loss per Class A ordinary share and weighted average Class A ordinary shares outstanding reflects the period from July 11, 2022 through December 31, 2022, the period following the Business Combination, as defined in Note 1. For more information refer to Note 8. |
Equity Based Compensation - Sum
Equity Based Compensation - Summary of fair value of stock options granted, Activity (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected volatility, Minimum | 82% |
Expected volatility, Maximum | 85% |
Risk-free interest rate, Minimum | 3.70% |
Risk-free interest rate, Maximum | 4.40% |
Expected dividend yield | 0% |
Maximum [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected life of options, in years | 6 years 1 month 6 days |
Minimum [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected life of options, in years | 5 years 10 months 24 days |
Equity Based Compensation - S_2
Equity Based Compensation - Summary of stock option awards granted, activity (Details) - Stock option awards granted [Member] $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Summary of stock option awards granted, Activity [Line Items] | |
Time-vested options outstanding at January 1, 2022 | shares | 0 |
Number of Shares, Granted | shares | 5,876,908 |
Forfeited | shares | (11,800) |
Time-vested options outstanding at December 31, 2022 | shares | 5,865,108 |
Number of Shares Time-vested options exercisable at December 31, 2022 | shares | 190,666 |
Weighted Average Exercise Price, Time-vested Options Outstanding, Beginnig Balance | $ / shares | $ 0 |
Weighted Average Exercise Price, Granted | $ / shares | 10.30 |
Weighted Average Exercise Price, Forfeited | $ / shares | 10.33 |
Weighted Average Exercise Price, Time-vested Options Outstanding, Ending Balance | $ / shares | 10.30 |
Weighted Average Exercise Price Time-vested options exercisable at December 31, 2022 | $ / shares | $ 10.33 |
Weighted average remaining contractual life | 9 years 9 months 18 days |
Time-vested options vested and expected to vest at December 31, 2022 | $ | $ 5,865,108 |
Weighted average remaining contractual life | 9 years 9 months 18 days |
Equity Based Compensation - S_3
Equity Based Compensation - Summary of Due to the market condition included in this granted, Activity (Details) - Market-Vested Awards | 12 Months Ended |
Dec. 31, 2022 $ / shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected volatility | 96% |
Suboptimal exercise multiple | $ 2.80 |
Risk-free interest rate | 4.20% |
Expected dividend yield | 0% |
Equity Based Compensation - Sch
Equity Based Compensation - Schedule of Profits Interest awards (Details) - Profits Interest awards [Member] | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Summary of Profits Interest awards, Activity [Line Items] | |
Number of Shares, Unvested awards outstanding at January 1, 2022 | shares | 2,015,943 |
Number of Shares, Granted | shares | 8,174,016 |
Number of Shares, Vested | shares | (1,734,245) |
Number of Shares, Forfeited | shares | (85,919) |
Number of Shares, Unvested awards outstanding at December 31, 2022 | shares | 8,369,795 |
Weighted Average Grant Date Fair Value, Unvested awards outstanding at January 1, 2022 | $ / shares | $ 0.44 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 7.43 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 1.01 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 7.36 |
Weighted Average Grant Date Fair Value, Unvested awards outstanding at December 31, 2022 | $ / shares | $ 7.08 |
Equity Based Compensation - S_4
Equity Based Compensation - Summary of assumptions of the valuation scenarios (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
OPM [Member] | |
Summary of assumptions of the valuation scenarios [Line Items] | |
Expected volatility of total equity | 95% |
Discount for lack of market | 30% |
OPM [Member] | Maximum [Member] | |
Summary of assumptions of the valuation scenarios [Line Items] | |
Total equity value | $ 280,400 |
Expected time to exit event | 3 years 8 months 12 days |
OPM [Member] | Minimum [Member] | |
Summary of assumptions of the valuation scenarios [Line Items] | |
Total equity value | $ 234,551 |
Expected time to exit event | 3 years 4 months 24 days |
PWERM [Member] | |
Summary of assumptions of the valuation scenarios [Line Items] | |
Total equity value | $ 1,750,000 |
PWERM [Member] | Maximum [Member] | |
Summary of assumptions of the valuation scenarios [Line Items] | |
Expected volatility of total equity | 90% |
Discount for lack of market | 15% |
Expected time to exit event | 6 months |
PWERM [Member] | Minimum [Member] | |
Summary of assumptions of the valuation scenarios [Line Items] | |
Expected volatility of total equity | 60% |
Discount for lack of market | 7% |
Expected time to exit event | 1 month 6 days |
Equity Based Compensation - Com
Equity Based Compensation - Compensation expense related to share-based awards (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total equity-based compensation expense | $ 74,469 | $ 699 | $ 730 |
Research and development | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total equity-based compensation expense | 23,711 | ||
General and administrative | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total equity-based compensation expense | $ 50,758 | $ 699 | $ 730 |
Equity Based Compensation (Addi
Equity Based Compensation (Additional Information) (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 11, 2022 | |
Unrecognized compensation expense remaining period | 3 years | |||
Profits interests granted | $ 0 | $ 0 | ||
Share-Based Payment Arrangement, Expense | $ 74,469,000 | $ 699,000 | $ 730,000 | |
Vesting Period | 4 years | |||
Vesting Percent | 25% | |||
Limited Partnership Agreement | ||||
Profits Interest vesting description | Profits Interests awards would vest at a rate of 25% on the latter of the first anniversary of employment and the first anniversary of the Acquisition Date with the remaining 75% to vest in increments of 25% on each anniversary following the first anniversary date, ratably over a three or four-year period from the date of grant, in annual installments of 33.3% over the three-year period from the date of grant, in increments of 6.25% each calendar quarter following the first anniversary date, or were fully vested upon issuance. | |||
R&D service provider [Member] | ||||
Share-Based Payment Arrangement, Expense | $ 14,080,000 | |||
Tranche one [Member] | ||||
Weighted average vesting price | $ 15 | |||
Tranche two [Member] | ||||
Weighted average vesting price | 20 | |||
Tranche three [Member] | ||||
Weighted average vesting price | $ 25 | |||
Stock Option Awards Under Twenty Twenty Two Plan | ||||
Stock option award granted, shares | 5,329,700 | |||
RSU [Member] | ||||
Weighted Average Grant Date Fair Value, Granted | $ 7.92 | |||
Share-based compensation expense | $ 396,000 | |||
Restricted Stock Unit Awards Vesting During Period | 50,000 | |||
Time Vested Awards [Member] | ||||
Stock Based Compensation Expense | $ 2,309,000 | |||
Weighted Average Period | 3 years 9 months 18 days | |||
Weighted Average Grant Date Fair Value | $ 7.48 | |||
Unrecognized compensation expense | $ 41,551,000 | |||
Aggregate intrinsic value outstanding | 0 | |||
Market-Vested Awards [Member] | ||||
Stock Based Compensation Expense | $ 2,242,000 | |||
Weighted Average Grant Date Fair Value | $ 7.75 | |||
Unrecognized compensation expense | $ 25,957,000 | |||
Aggregate intrinsic value outstanding | $ 0 | |||
Market-Vested Awards [Member] | Chief Executive Officer [Member] | ||||
Number of Shares, Granted | 3,639,607 | |||
Market-Vested Awards [Member] | Stock Option Awards Under Twenty Twenty Two Plan | ||||
Weighted Average Exercise Price, Granted | $ 10.33 | |||
Profits Interest awards [Member] | ||||
Profits Interests Issued To Service Provider | 7.43 | |||
Weighted Average Grant Date Fair Value, Granted | $ 7.43 | |||
Unrecognized compensation expense | $ 45,243,000 | |||
Aggregate intrinsic value outstanding | $ 57,417,000 | |||
Class A [Member] | ||||
Ordinary shares reserved for issuance | 24,154,023 | |||
Restricted Stock Unit Awards Vesting During Period | 50,000 | |||
PKLP Class B Units outstanding [Member] | ||||
Additional compensation expense | $ 5,437,000 | |||
Recognized compensation expense modification | 3,715,000 | |||
Previously Recognized Expense Settled Via Equity Award | 2,502,000 | |||
Share-Based Payment Arrangement, Expense | 34,254,000 | |||
Stock Issued During Period, Value, New Issues | $ 6,050,000 | |||
PKLP Class B Units outstanding [Member] | Limited Partnership Agreement | ||||
Stock issued during period, shares, new issues | 6,648,353 | |||
PKLP Class B Units outstanding [Member] | R&D service provider [Member] | ||||
Stock issued during period, shares, issued for services | 2,253,033 |
Subsequent Events (Additional I
Subsequent Events (Additional Information) (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Event [Line Items] | |
Vesting period | 4 years |
Vesting percent | 25% |