ProKidney SEC Filings

ProKidney Corp. (PROK) filed a Post-Effective Amendment No. 1 to its previously effective Form S-4 on 3 July 2025 to reflect the company’s completed domestication from the Cayman Islands to Delaware, which became effective 1 July 2025. The amendment, submitted under Rule 414(d), formally adopts the earlier Cayman Islands registration statement as the successor Delaware issuer’s own, avoiding any lapse in Securities Act or Exchange Act coverage.

Key points for investors:

• Corporate domicile change: The legal entity is now a Delaware corporation governed by the DGCL, its new certificate of incorporation and by-laws. Delaware’s well-established case law may enhance predictability around shareholder rights and M&A activity.
• Capital continuity: Every Class A and Class B ordinary share of the Cayman entity automatically converted 1-for-1 into the same class of Delaware common stock with identical proportional equity interests; no dilution or change in share count occurred.
• Listing & identifiers: Shares continue trading on Nasdaq Capital Market under ticker “PROK”; however, the CUSIP changed to 74291D 104.
• Management & operations unchanged: Business, assets, liabilities, fiscal year and the full board/executive team remain exactly the same post-domestication.
• Expert consents & exhibits: New opinions from Akin Gump (Ex. 5.1) and EY’s audit consent (Ex. 23.1) are filed; Delaware charter and by-laws are incorporated by reference.
• Indemnification framework: The filing details DGCL provisions and the company’s charter/by-law clauses that limit director & officer liability and permit broad indemnification, supplemented by D&O insurance and individual indemnification agreements.

No new securities are being offered and the amendment is largely administrative; it ensures continuous SEC registration and updates the governing law and disclosure cross-references to reflect the Delaware entity.

ProKidney Corp. (PROK) filed a Post-Effective Amendment No. 1 to its previously effective Form S-4 on 3 July 2025 to reflect the company’s completed domestication from the Cayman Islands to Delaware, which became effective 1 July 2025. The amendment, submitted under Rule 414(d), formally adopts the earlier Cayman Islands registration statement as the successor Delaware issuer’s own, avoiding any lapse in Securities Act or Exchange Act coverage.

Key points for investors:

• Corporate domicile change: The legal entity is now a Delaware corporation governed by the DGCL, its new certificate of incorporation and by-laws. Delaware’s well-established case law may enhance predictability around shareholder rights and M&A activity.
• Capital continuity: Every Class A and Class B ordinary share of the Cayman entity automatically converted 1-for-1 into the same class of Delaware common stock with identical proportional equity interests; no dilution or change in share count occurred.
• Listing & identifiers: Shares continue trading on Nasdaq Capital Market under ticker “PROK”; however, the CUSIP changed to 74291D 104.
• Management & operations unchanged: Business, assets, liabilities, fiscal year and the full board/executive team remain exactly the same post-domestication.
• Expert consents & exhibits: New opinions from Akin Gump (Ex. 5.1) and EY’s audit consent (Ex. 23.1) are filed; Delaware charter and by-laws are incorporated by reference.
• Indemnification framework: The filing details DGCL provisions and the company’s charter/by-law clauses that limit director & officer liability and permit broad indemnification, supplemented by D&O insurance and individual indemnification agreements.

No new securities are being offered and the amendment is largely administrative; it ensures continuous SEC registration and updates the governing law and disclosure cross-references to reflect the Delaware entity.

ProKidney Corp. (PROK) filed a Post-Effective Amendment No. 1 to its previously effective Form S-4 on 3 July 2025 to reflect the company’s completed domestication from the Cayman Islands to Delaware, which became effective 1 July 2025. The amendment, submitted under Rule 414(d), formally adopts the earlier Cayman Islands registration statement as the successor Delaware issuer’s own, avoiding any lapse in Securities Act or Exchange Act coverage.

Key points for investors:

• Corporate domicile change: The legal entity is now a Delaware corporation governed by the DGCL, its new certificate of incorporation and by-laws. Delaware’s well-established case law may enhance predictability around shareholder rights and M&A activity.
• Capital continuity: Every Class A and Class B ordinary share of the Cayman entity automatically converted 1-for-1 into the same class of Delaware common stock with identical proportional equity interests; no dilution or change in share count occurred.
• Listing & identifiers: Shares continue trading on Nasdaq Capital Market under ticker “PROK”; however, the CUSIP changed to 74291D 104.
• Management & operations unchanged: Business, assets, liabilities, fiscal year and the full board/executive team remain exactly the same post-domestication.
• Expert consents & exhibits: New opinions from Akin Gump (Ex. 5.1) and EY’s audit consent (Ex. 23.1) are filed; Delaware charter and by-laws are incorporated by reference.
• Indemnification framework: The filing details DGCL provisions and the company’s charter/by-law clauses that limit director & officer liability and permit broad indemnification, supplemented by D&O insurance and individual indemnification agreements.

No new securities are being offered and the amendment is largely administrative; it ensures continuous SEC registration and updates the governing law and disclosure cross-references to reflect the Delaware entity.

ProKidney Corp. (PROK) filed a Post-Effective Amendment No. 1 to its previously effective Form S-4 on 3 July 2025 to reflect the company’s completed domestication from the Cayman Islands to Delaware, which became effective 1 July 2025. The amendment, submitted under Rule 414(d), formally adopts the earlier Cayman Islands registration statement as the successor Delaware issuer’s own, avoiding any lapse in Securities Act or Exchange Act coverage.

Key points for investors:

• Corporate domicile change: The legal entity is now a Delaware corporation governed by the DGCL, its new certificate of incorporation and by-laws. Delaware’s well-established case law may enhance predictability around shareholder rights and M&A activity.
• Capital continuity: Every Class A and Class B ordinary share of the Cayman entity automatically converted 1-for-1 into the same class of Delaware common stock with identical proportional equity interests; no dilution or change in share count occurred.
• Listing & identifiers: Shares continue trading on Nasdaq Capital Market under ticker “PROK”; however, the CUSIP changed to 74291D 104.
• Management & operations unchanged: Business, assets, liabilities, fiscal year and the full board/executive team remain exactly the same post-domestication.
• Expert consents & exhibits: New opinions from Akin Gump (Ex. 5.1) and EY’s audit consent (Ex. 23.1) are filed; Delaware charter and by-laws are incorporated by reference.
• Indemnification framework: The filing details DGCL provisions and the company’s charter/by-law clauses that limit director & officer liability and permit broad indemnification, supplemented by D&O insurance and individual indemnification agreements.

No new securities are being offered and the amendment is largely administrative; it ensures continuous SEC registration and updates the governing law and disclosure cross-references to reflect the Delaware entity.

Offering: Toronto-Dominion Bank (TD) is marketing senior unsecured Capped Notes with Absolute Return Buffer Linked to the S&P 500 Index under Form 424B2.

Key economics: Each $10 note matures in roughly 14 months (Sept 2026). Investors receive: (1) 1-to-1 upside participation if the Index rises, capped at a 10% maximum return ($11 redemption per unit); (2) a positive "absolute" payoff when the Index declines but remains at or above the Threshold Value set between 90-95% of the Starting Value (exact level fixed on pricing date). Example – a 5% Index decline pays a 5% gain. (3) If the Index finishes below the Threshold, principal is lost point-for-point beyond that level, exposing up to 90-95% of principal.

Structural features: No periodic coupons; all cash flows occur at maturity. Notes are unsecured, not FDIC/CDIC insured, and payments depend on TD’s credit. Public offering price is $10 with a $0.175 underwriting discount (reduced to $0.125 for ≥300,000 units) plus a $0.05 hedging-related charge. TD’s initial estimated value will be below the offering price because it uses an internal funding rate and includes selling & hedging costs.

Liquidity & market considerations: No exchange listing; secondary trading, if any, will be limited and may occur at prices well below par and the initial estimated value. TD and BofA Securities act as joint calculation agents and counterparties in hedging, creating potential conflicts of interest.

Risk highlights: Possible substantial principal loss, 10% upside cap, no dividends or interest, valuation dependent on TD models, tax treatment uncertain, and full exposure to TD credit risk.

Investor profile: Suitable for investors who expect the S&P 500 to stay within ±10% over 14 months, can tolerate illiquidity and credit risk, and are comfortable exchanging uncapped equity returns for a defined buffer and capped upside.