As filed with the Securities and Exchange Commission on March 22, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ProKidney Corp.
(Exact name of registrant as specified in its charter)
Cayman Islands | 98-1586514 | |
(State or other jurisdiction of | (I.R.S. Employer |
2000 Frontis Plaza Blvd., Ste 250
Winston-Salem, NC 27103
(Address, including zip code, of Principal Executive Offices)
ProKidney Corp. 2022 Incentive Equity Plan
(Full Title of the Plan)
Bruce Culleton, M.D.
Chief Executive Officer
ProKidney Corp.
2000 Frontis Plaza Blvd., Ste 250
Winston-Salem, NC 27103
Telephone: (336) 999-7028
(Name, address and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | | Accelerated filer | | |||
Non-accelerated filer | | Smaller reporting company | | |||
Emerging growth company | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
EXPLANATORY NOTE
This Registration Statement registers 6,845,347 additional Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”), of ProKidney Corp. (the “Registrant”) under the Registrant’s 2022 Incentive Equity Plan (the “2022 Plan”), representing an increase of 6,845,347 Class A Ordinary Shares reserved for issuance under the 2022 Plan, effective January 1, 2024 by operation of the “evergreen” provision contained in the 2022 Plan. This Registration Statement registers additional securities of the same class as other securities for which a registration statement filed on Form S-8 of the Registrant relating to one or more employee benefit plans is effective (File Nos. 333-267414 and 333-270920). The information contained in the Registrant’s registration statements on Form S-8 (File Nos. 333-267414 and 333-270920), to the extent not otherwise amended or superseded by the contents hereof, are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission are incorporated herein by reference:
(a) The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Commission on March 22, 2024;
(b) The Registrant’s Current Reports on Form 8-K or 8-K/A as filed with the Commission on January 19, 2024, February 12, 2024, March 18, 2024 and March 18, 2024; and
(c) The description of the Registrant’s securities contained in the Registrant’s registration statement on Form 8-A (File No. 001-40560), filed by the Registrant with the Commission under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on June 29, 2021, including any amendments or reports filed for the purpose of updating such description.
All reports and other documents filed by the Registrant after the date hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
Item 8. | Exhibits. |
Exhibit | Exhibit Description | Filed | Incorporated by | Filing Date | SEC File/ | |||||
Second Amended and Restated Memorandum and Articles of Association of ProKidney Corp. | Form 8-K | 7/15/2022 | 001-40560 | |||||||
X | ||||||||||
Consent of Ernst & Young LLP, independent registered public accounting firm | X | |||||||||
X | ||||||||||
X | ||||||||||
Form 8-K | 7/15/2022 | 001-40560 | ||||||||
X |
+ Management contract or compensatory plan or arrangement.
Signatures
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Winston-Salem, State of North Carolina, on March 22, 2024.
PROKIDNEY CORP. | ||
By: | /s/ Bruce Culleton, M.D. | |
Bruce Culleton, M.D. Chief Executive Officer | ||
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints each of Bruce Culleton, M.D. and James Coulston, acting alone or together with another attorney-in-fact, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any or all further amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dated indicated.
Signature | Title | Date | ||
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/s/Bruce Culleton, M.D. | Chief Executive Officer and Director | March 22, 2024 | ||
Bruce Culleton, M.D. | ||||
/s/James Coulston, CPA | Chief Financial Officer (Principal Financial and Accounting Officer) | March 22, 2024 | ||
James Coulston, CPA | ||||
/s/Pablo Legorreta | Chairman | March 22, 2024 | ||
Pablo Legorreta | ||||
/s/William F. Doyle | Director | March 22, 2024 | ||
William F. Doyle | ||||
/s/Jennifer Fox | Director | March 22, 2024 | ||
Jennifer Fox | ||||
/s/José Ignacio Jimenez Santos | Director | March 22, 2024 | ||
José Ignacio Jimenez Santos | ||||
/s/Alan M. Lotvin, M.D. | Director | March 22, 2024 | ||
Alan M. Lotvin, M.D. | ||||
/s/John M. Maraganore, Ph.D | Director | March 22, 2024 | ||
John M. Maraganore, Ph.D | ||||
/s/Brian J.G. Pereira, M.D. | Director | March 22, 2024 | ||
Brian J.G. Pereira, M.D. | ||||
|
| |||
/s/Uma Sinha, Ph.D. | Director | March 22, 2024 | ||
Uma Sinha, Ph.D. |
