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

PROKIDNEY CORP.

(Exact name of Registrant as Specified in Its Charter)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 2 and 3, 2022, ProKidney Corp. (the “Company”), through a subsidiary, entered into an employment agreement (each an “Employment Agreement”) with each of its Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and its Senior Vice President, Global Head of Clinical Development and Interventional Procedures. The Employment Agreements generally provide for the executive’s annual base salary, target annual cash bonus opportunity, eligibility to receive long-term incentive awards under the Company’s 2022 Incentive Equity Plan (the “Incentive Equity Plan”), eligibility for participation in the Company’s employee health and welfare benefit and retirement programs and certain severance benefits described below. The annual base salaries and target annual cash bonus opportunities for the executives as provided under their Employment Agreements are set forth in the table below.

Under the Employment Agreements, if the executive’s employment is terminated by the Company without Cause or by the executive for Good Reason (each as defined in the applicable Employment Agreement) (a “Qualifying Termination Absent a Change in Control”), subject to the executive’s timely execution and non-revocation of a release of claims, the executive will receive (i) any earned but unpaid bonus for any prior completed fiscal year, payable when such payments would otherwise be paid, (ii) severance payments in the form of base salary continuation payable over the applicable post-termination severance period set forth in the table below and (iii) continued participation in the Company’s group health plan for the applicable post-termination severance period set forth in the table below.

In the event that the executive’s employment is terminated by the Company without Cause or by the executive for Good Reason within the applicable protection period set forth in the table below following a Change in Control (as defined in the Incentive Equity Plan) (a “Qualifying Termination Following a Change in Control”), subject to the executive’s timely execution and non-revocation of a release of claims, the executive will receive (i) a lump-sum severance payment equal to the applicable severance multiple set forth in the table below multiplied by the sum of the executive’s (A) then-current base salary and (B) then-current target bonus opportunity, (ii) continued participation in the Company’s group health plan for the applicable post-termination benefits period set forth in the table below and (iii) full vesting of any equity awards then outstanding held by the executive.

The following table sets forth, for each executive, the annual base salary and annual cash bonus opportunity set forth in his Employment Agreement, as well as, in the case of a Qualifying Termination Absent a Change in Control, the applicable post-termination severance period, and in the case of a Qualifying Termination Following a Change in Control, the applicable protection period, severance multiple and post-termination benefits period.
 

The foregoing summary description of the Employment Agreements is not complete and is subject to, and qualified in its entirety by reference to, the full text of the Employment Agreements, copies of which will be filed as exhibits to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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.