Form 8-K - Current report
November 20 2023 - 6:11AM
Edgar (US Regulatory)
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2023-11-19
2023-11-19
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UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report
(Date of earliest event reported): November 20, 2023 (November 19, 2023)
PROKIDNEY CORP.
(Exact name of Registrant as Specified in Its
Charter)
Cayman Islands |
001-40560 |
98-1586514 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
2000 Frontis Plaza Blvd.
Suite 250
Winston-Salem, North Carolina |
|
27103 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s Telephone Number, Including Area Code: 336 999-7029
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
|
|
Trading
Symbol(s) |
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Name of each exchange on which registered
|
Class A ordinary shares, $0.0001 par value per share |
|
PROK |
|
The Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§ 240.12b-2 of this chapter).
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 13(a) of the Exchange Act.
Item 7.01 Regulation FD Disclosure.
On November 19, 2023, ProKidney Corp. (the “Company”)
entered into a Share Repurchase Agreement (the “Share Repurchase Agreement”) with SC PIPE Holdings LLC and SC Master Holdings,
LLC (the “Selling Shareholders”), pursuant to which the Company agreed to repurchase an aggregate of its 7,256,367 Class A
ordinary shares, par value $0.0001 per share from the Selling Shareholders for a purchase price per share of $1.309 (the “Share
Repurchase”). The aggregate price to be paid by the Company in the Share Repurchase is approximately $9.5 million. The Share Repurchase
is expected to close on November 21, 2023. The Share Repurchase was unanimously approved by ProKidney’s Board of Directors.
The Share Repurchase was not made as part of any
existing share repurchase program. ProKidney previously provided operating cash guidance of funding the Company into the fourth quarter
of 2025, which remains unchanged.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this Current Report on Form
8-K constitute “forward-looking statements" within the meaning of the federal securities laws, including statements related
to the Company’s expectations with respect to its fourth quarter guidance. These forward-looking statements generally are identified
by the words “anticipate,” “believe,” “contemplate,” “seeks,” “estimate,”
“expect,” “forecast,” “intend,” “may,” “plan,” “predict,” “project,”
“target,” “potential,” “will,” “would,” “could,” “should,” “continue”
and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these
identifying words. Forward-looking statements are predictions, projections and other statements about future events that are based on
current expectations and assumptions and, as a result, are subject to risks and uncertainties. The Company may not actually achieve the
plans, intentions or expectations disclosed in the forward-looking statements, and you should not place undue reliance on such forward-looking
statements. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication,
including but not limited to: (i) the risk that the Share Repurchase may not be completed in a timely manner or at all, which may adversely
affect the price of the Company’s securities, (ii) the lack of a third party valuation in determining whether or not to pursue the
Share Repurchase, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Share
Repurchase Agreement, (iv) the effect of the announcement or pendency of the Share Repurchase on the Company’s business relationships,
operating results, and business generally, (v) risks that the Share Repurchase disrupts current plans and operations of the Company and
potential difficulties in employee retention as a result of the Share Repurchase, (vi) the outcome of any legal proceedings that may be
instituted against the Company related to the Share Repurchase Agreement or the Share Repurchase, (vii) the ability to maintain the listing
of the Company’s securities on a national securities exchange, (viii) the price of the Company’s securities may be volatile
due to a variety of factors, including changes in the competitive and highly regulated industries in which the Company plans to operate
or the Company operates, variations in operating performance across competitors, changes in laws and regulations affecting the Company’s
business, and changes in the Company’s capital structure, (ix) the ability to implement business plans, forecasts, and other expectations
after the completion of the Share Repurchase, and identify and realize additional opportunities and (x) the risk of downturns and a changing
regulatory landscape in the highly competitive biotechnology industry. The foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of Company’s
annual report on Form 10-K/A for the year ended December 31, 2022, filed with the SEC on April 27, 2023, the Company’s quarterly
report on Form 10-Q for the quarter ended September 30, 2023 filed with the SEC on November 14, 2023, and other documents filed by the
Company from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual
events and results to differ materially from those contained in the forward-looking statements. The forward-looking statements do not
reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments that the Company may make.
Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking
statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as
a result of new information, future events, or otherwise. The Company does not give any assurance that it will achieve its expectations.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Description |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
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PROKIDNEY CORP. |
|
|
|
|
|
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Date: |
November 20, 2023 |
By: |
/s/ James Coulston |
|
|
|
James Coulston
Chief Financial Officer |
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