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 incorporation or organization)		(I.R.S. Employer Identification Number)

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 Number		Exhibit Description		Filed Herewith		Incorporated by Reference herein from Form or Schedule		Filing Date		SEC File/ Reg. Number
4.1		Second Amended and Restated Memorandum and Articles of Association of ProKidney Corp.				Form 8-K (Exhibit 3.1)		7/15/2022		001-40560
5.1		Opinion of Walkers (Cayman) LLP		X

---

23.1		Consent of Ernst & Young LLP, independent registered public accounting firm		X
23.2		Consent of Walkers (Cayman) LLP (included in Exhibit 5.1)		X
24.1		Power of Attorney (included on the signature page hereof)		X
99.1+		ProKidney Corp. 2022 Incentive Equity Plan				Form 8-K (Exhibit 10.11)		7/15/2022		001-40560
107		Calculation of registration fee		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
/s/Bruce Culleton, M.D.		Chief Executive Officer and Director (Principal Executive Officer)		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.

 

---

 

 

Walkers

190 Elgin Avenue, George Town

Grand Cayman KY1-9001, Cayman Islands

T +1 345 949 0100 F +1 345 949 7886 www.walkersglobal.com

Bermuda | British Virgin Islands | Cayman Islands | Dubai | Guernsey | Hong Kong | Ireland | Jersey | London | Singapore

 

 

22 March 2024	Our Ref: JA/CBY/cm/P4091-179141
PROKIDNEY CORP. c/o Walkers Corporate Limited 190 Elgin Avenue George Town Grand Cayman KY1-9008 Cayman Islands

 

---

Dear Addressee

ProKidney Corp.

We have been asked to provide this legal opinion to you with regard to the laws of the Cayman Islands in connection with the registration by ProKidney Corp. (the "Company") of 6,845,347 of Class A ordinary shares in the capital of the Company, par value US$0.0001 (the "Plan Shares"), issuable pursuant to the ProKidney Corp. 2022 Incentive Equity Plan (the "Incentive Equity Plan"), under the United States Securities Act of 1933, as amended (the "Securities Act") and pursuant to the terms of the Registration Statement (as defined in Schedule 1).

 

For the purposes of giving this opinion, we have examined and relied solely upon the originals or copies of the documents listed in Schedule 1.

In giving this opinion we have relied upon the assumptions set out below, which we have not independently verified.

We are Cayman Islands Attorneys at Law and express no opinion as to any laws other than the laws of the Cayman Islands in force and as interpreted at the date of this opinion. We have not, for the purposes of this opinion, made any investigation of the laws, rules or regulations of any other jurisdiction.

Based upon the foregoing examinations and the assumptions and qualifications set out below and having regard to legal considerations which we consider relevant, and under the laws of the Cayman Islands, as at the date hereof, we give the following opinions in relation to the matters set out below.

The foregoing opinions are given based on the following assumptions:

---

---

We have relied upon the statements and representations of directors, officers and other representatives of the Company as to factual matters.

Our opinion as to good standing is based solely upon receipt of the Certificate of Good Standing issued by the Registrar. The Company shall be deemed to be in good standing under section 200A of the Companies Act (as amended) of the Cayman Islands (the "Companies Act") on the date of issue of the certificate if all fees and penalties under the Companies Act have been paid and the Registrar has no knowledge that the Company is in default under the Companies Act.

This opinion is limited to the matters referred to herein and shall not be construed as extending to any other matter or document not referred to herein. This opinion is given solely for your benefit and the benefit of your legal advisers acting in that capacity in relation to this transaction and may not be relied upon by any other person, other than persons entitled to rely upon it pursuant to the provisions of the Securities Act, without our prior written consent.

This opinion shall be construed in accordance with the laws of the Cayman Islands.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm, as Cayman Islands counsel to the Company, in the Registration Statement.

 

Yours faithfully

 

 

Walkers (Cayman) LLP

---

LIST OF DOCUMENTS EXAMINED

---

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the ProKidney Corp. 2022 Incentive Equity Plan of our report dated March 21, 2024, with respect to the consolidated financial statements of ProKidney Corp. included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young LLP

Raleigh, North Carolina

March 22, 2023

 

---

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

ProKidney Corp.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Class A Ordinary Shares, $0.0001 par value	457(c) and 457(h)	6,845,347(1)	$1.3925	$9,532,145.70(3)	$0.00014760	$1,406.95
Total Offering Amounts					$9,532,145.70		$1,406.95
Total Fees Previously Paid							--
Total Fee Offsets							--
Net Fee Due							$1,406.95

 

(1)

The number of Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) stated above consists of additional Ordinary Shares available for issuance under the ProKidney Corp. 2022 Equity Incentive Plan (the “2022 Plan”) by operation of the 2022 Plan’s “evergreen” provision. The maximum number of shares registered hereunder which may be sold pursuant to the 2022 Plan is subject to adjustment in accordance with certain anti-dilution and other provisions of the 2022 Plan. Accordingly, pursuant to Rule 416 under the Securities Act, this registration statement covers, in addition to the number of shares stated above, an indeterminate number of shares which may be subject to grant or otherwise issuable after the operation of any such anti-dilution and other provisions.

 

(2)	This calculation is made solely for the purpose of determining the registration fee pursuant to the provisions of Rule 457(c) and (h) under the Securities Act on the basis of the average of the high and low sale prices per Ordinary Shares on The Nasdaq Capital Market as of March 18, 2024, a date within five business days prior to filing this Registration Statement.

 

---