SEC Form POS AM filed by ProKidney Corp.

As filed with the Securities and Exchange Commission on July 3, 2025

Registration No. 333-286278

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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POST-EFFECTIVE AMENDMENT NO. 1

to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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PROKIDNEY CORP.

(Exact name of registrant as specified in its charter)

2000 Frontis Plaza Blvd.

Suite 250

Winston-Salem, NC

Telephone: (336) 999-7019

(Address, including ZIP code, and telephone number, including area code, of registrant’s principal executive offices)

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Bruce Culleton, M.D.

Chief Executive Officer

ProKidney Corp.

2000 Frontis Plaza Blvd, Suite 250

Winston-Salem, North Carolina

(336) 999-7028

(Name, address, including ZIP code, and telephone number, including area code, of agent for service)

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With copies to:

Stuart E. Leblang

John P. Clayton

Eric H. Wexler

Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

Bank of America Tower

New York, NY 10036

(214) 969-2701

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Approximate date of commencement of proposed sale of the securities to the public: Not applicable.

 

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, please check the following box. ☐

 

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or 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. (Check one):

 

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. ☐

 

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

 

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

 

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The registration statement shall hereafter become effective in accordance with the provisions of Section 8(a) of the Securities Act of 1933, as amended.

EXPLANATORY NOTE

 

This Post-Effective Amendment No. 1 (this “Amendment”) to Registration Statement No. 333-286278 (the “Registration Statement”) is being filed pursuant to Rule 414(d) under the Securities Act of 1933, as amended (the “Securities Act”), by ProKidney Corp., a Delaware corporation (the “Company”), as the successor to ProKidney Corp., a Cayman Islands exempted company (“ProKidney Cayman”). Effective July 1, 2025, ProKidney Corp. changed its jurisdiction of incorporation from the Cayman Islands to the State of Delaware (the “Domestication”).  The Company expressly adopts the Registration Statement, as modified by this Amendment, as its own registration statement for all purposes of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

For the purposes of this Amendment and the Registration Statement, references to the “Company,” “ProKidney,” the “Registrant,” “we,” “our,” “us” and similar terms mean, as of any time prior to the Domestication, ProKidney Cayman and, as of any time after the Domestication, ProKidney Corp., a Delaware corporation. The information contained in this Amendment sets forth additional information to reflect the Domestication. All documents filed by the Company under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act before the effective date of the Domestication will not reflect the change in our jurisdiction of incorporation or capital structure.

 

The Domestication was effected in the manner described in the Registration Statement. In the Domestication, ProKidney Corp. deregistered as an exempted company in the Cayman Islands pursuant to Sections 206 and 207 of the Companies Act (as amended) of the Cayman Islands and continued its existence under the General Corporation Law of the State of Delaware (the “DGCL”) as a corporation incorporated in the State of Delaware pursuant to Section 388 of the DGCL. Our consolidated business, operations, assets and liabilities, as well as our principal locations (other than our registered office in Cayman Islands) and fiscal year, were the same immediately after the Domestication as they were immediately prior to the Domestication. In addition, the directors and executive officers of the Company immediately after the Domestication were the same individuals who were directors and executive officers, respectively, of ProKidney Cayman immediately prior to the Domestication.

 

The Company’s Class A common stock continues to be listed for trading on the Nasdaq Capital Market under the ticker symbol “PROK.” Upon effectiveness of the Domestication, the Company’s CUSIP number relating to its Class A common stock changed to 74291D 104.

 

In connection with the Domestication, (i) the outstanding Class A ordinary shares of ProKidney Cayman, par value $0.0001 per share, including fractions of ordinary shares, converted by operation of law into an equivalent number of shares (or fractions thereof) of Class A common stock of the Company, par value $0.0001 per share, and (ii) the outstanding Class B ordinary shares of the ProKidney Cayman, par value $0.0001 per share, including fractions of ordinary shares, converted by operation of law into an equivalent number of shares (or fractions thereof) of Class B common stock of the Company, par value $0.0001 per share. The number of shares of Class A common stock of the Company outstanding immediately after the Domestication was the same as the number of ordinary shares of ProKidney Cayman outstanding immediately prior to the Domestication. Consequently, each holder of a Class A ordinary share (or fraction thereof) or Class B ordinary share (or fraction thereof) of ProKidney Cayman immediately prior to the Domestication held, immediately thereafter, a share of Class A common stock (or fraction thereof) or Class B common stock (or fraction thereof) of the Company representing the same proportional equity interest in the Company as that shareholder held in ProKidney Cayman and representing the same class of shares.

 

The rights of holders of the Company’s Class A common stock are now governed by the Company’s Delaware certificate of incorporation, its Delaware by-laws and the DGCL, each of which is described in ProKidney Cayman’s final prospectus relating to the Domestication, which was filed with the Commission pursuant to Rule 424(b)(3) on April 28, 2025 (the “Final Prospectus”). The Final Prospectus is part of the Registration Statement.

(a)

the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the Commission on March 17, 2025;

(b)

the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, as filed with the Commission on May 12, 2025;

(c)

the Company’s Current Reports on Form 8-K, as filed with the Commission on January 21, 2025, May 30, 2025, and July 1, 2025;

(d)

the Company’s Current Report on Form 8-K12B, as filed with the Commission on July 3, 2025;

(e)

the Company’s Definitive Proxy Statement, included in the Final Prospectus, for the Annual General Meeting of Shareholders on May 29, 2025 and as filed with the Commission on April 28, 2025; and

(f)

the description of the Company’s common stock, included in the Final Prospectus, as filed with the Commission on April 28, 2025 under the caption “Description of Securities” therein, including any amendment or report filed for the purpose of updating such description.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 20.

Indemnification of Officers and Directors.

 

Section 102(b)(7) of the DGCL allows a corporation to provide in its certificate of incorporation that a director or officer of the corporation will not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except (1) for any breach of the director’s or officer’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions by a director or officer not in good faith or which involve intentional misconduct or a knowing violation of law, (3) for payments of unlawful dividends or unlawful stock repurchases or redemptions made under a director’s administration , (4) for any transaction from which the director or officer derived an improper personal benefit or (5) an officer in any action by or in the right of the corporation.

 

Section 145(a) of the DGCL provides, in general, that a corporation may indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), because he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

 

Section 145(b) of the DGCL provides, in general, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor because the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification will be made with respect to any claim, issue or matter as to which he or she will have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, he or she is fairly and reasonably entitled to indemnity for such expenses that the Court of Chancery or other adjudicating court will deem proper.

 

Section 145(g) of the DGCL provides, in general, that a corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify the person against such liability under Section 145 of the DGCL.

 

Our certificate of incorporation provides that no director or officer shall be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director or officer except to the extent that such exemption from liability or limitation thereof is not permitted under the DGCL as currently in effect or as the same may be amended. This provision in the certificate of incorporation does not eliminate the directors’ or officers’ fiduciary duties and, in appropriate circumstances, equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Delaware law. In addition, such provision does not eliminate or limit the liability of (1) a director or officer for any breach of the director’s or officer’s duty of loyalty to the Company or its stockholders, (2) a director or officer for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) a director under Section 174 of the DGCL, (4) a director or officer for any transaction from which the director or officer derived an improper personal benefit, or (5) an officer in any action by or in the right of the Company. The provision also does not affect a director’s or officer’s responsibilities under any other law, such as the federal securities laws or state or federal environmental laws.

 

The Company’s by-laws also provide that the Company shall indemnify its directors and officers to the fullest extent not prohibited by law, except that the Company shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless (1) such indemnification is expressly required by law, (2) the proceeding was authorized by the board of directors of the Company, (3) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the DGCL or any other applicable law or (4) such indemnification is otherwise required to be made pursuant to the by-laws. For purposes of the indemnification described in this paragraph, references to the Company include ProKidney Cayman prior to the domestication and continuation of its existence under Delaware law as ProKidney Corp. The Company will remain obligated on any indemnification obligations of ProKidney Cayman arising prior to the Domestication.

 

We maintain directors’ and officers’ insurance policies that cover our directors and officers.

 

Subject to limitations imposed by Delaware law and the terms therein, the Company has entered into agreements that provide indemnification and advancement of expenses to the directors, officers, certain employees and certain agents of the Company and certain other persons who are or were serving at our request as a director, officer, employee or agent of any other enterprise for all actions, liabilities, losses, damages or expenses incurred or suffered by the indemnified person arising out of such person’s service in such capacity.

 

 

(a)	Exhibits. The following exhibits are filed as part of this Registration Statement:

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Winston-Salem, State of North Carolina, on the 3rd day of July, 2025.

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated.

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