ProKidney signs agreement for up to $200M offering

The agreement leaves sales optional for ProKidney, while Jefferies may receive up to 3.0% of gross offering proceeds from shares it sells.

Rhea-AI Filing Summary

ProKidney Corp. entered into an at-the-market sales agreement with Jefferies LLC under which it may offer and sell Class A common stock up to a maximum aggregate offering price of $200 million, once its Form S-3 registration statement is effective. Permitted sales include ordinary brokerage transactions, transactions through a market maker or other market venue, over-the-counter sales, and privately negotiated transactions.

ProKidney has no obligation to sell shares and may suspend the offering at any time. It made no assurances that the registration statement will become or remain effective. Jefferies is entitled to compensation of up to 3.0% of gross offering proceeds from shares sold through it; ProKidney will also reimburse certain specified expenses.

Filing Explained

The S-3 is not effective; the $200 million ATM is part of the $650 million shelf, and issued shares would reduce existing holders’ ownership percentages.

ProKidney reports entering an at-the-market sales agreement with Jefferies on October 29, 2026; the related S-3 is not effective, so sales under the agreement cannot begin yet.

The shelf’s $200 million ATM capacity is included within—not added to—its $650 million total offering capacity. If ProKidney issues common shares, the share count would increase and existing holders’ percentage ownership would fall.

The related shelf filing says any net proceeds are intended for clinical-trial and research costs, platform investment, pre-commercial and commercial activities including a manufacturing facility, and general corporate purposes, unless a prospectus supplement specifies otherwise.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Maximum aggregate offering price: Up to $200 million Sales agent compensation: Up to 3.0% Class A common stock par value: $0.0001 per share

3 metrics

Maximum aggregate offering price Up to $200 million Class A common stock sales under the agreement

Sales agent compensation Up to 3.0% Of gross offering proceeds from shares sold through Jefferies

Class A common stock par value $0.0001 per share Class A common stock

Key Terms

at the market, gross offering proceeds, shelf registration statement

3 terms

at the market financial

"deemed to be an “at the market” offering"

“At the market” describes a method companies use to sell newly issued shares directly into the open market at whatever the current trading price is, usually through a broker who places shares in small amounts over time. Investors care because it can reduce each existing shareholder’s ownership percentage and increase the number of shares outstanding, while giving the company a flexible, quick way to raise cash — like adding single seats to a train instead of buying a whole new carriage.

gross offering proceeds financial

"3.0% of the gross offering proceeds"

shelf registration statement regulatory

"effectiveness of the Company’s shelf registration statement"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much stock can PROK sell through the agreement?

ProKidney may offer and sell Class A common stock with a maximum aggregate offering price of up to $200 million under its agreement with Jefferies, once the Form S-3 registration statement is effective.

How much does Jefferies receive for PROK share sales?

Jefferies is entitled to compensation of up to 3.0% of gross offering proceeds from shares sold through it. ProKidney also will reimburse certain specified expenses connected with entering into the agreement and certain ongoing expenses.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/29/2026 - 05:16 PM EDT Accepted by SEC EDGAR 10/29/2026 - 05:15 PM EDT Learn about SEC filing dates

false 0001850270 0001850270 2026-10-29 2026-10-29

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): October 29, 2026

PROKIDNEY CORP.

(Exact name of Registrant as Specified in Its Charter)

Delaware		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: 336 999-7019

(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)		Name of each exchange on which registered
Class A common stock, $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 1.01 Entry into a Material Definitive Agreement.

On October 29, 2026, ProKidney Corp. (the “Company”) entered into an Open Market Sale Agreement^SM (the “Sales Agreement”) with Jefferies LLC (the “Sales Agent”), pursuant to which the Company may offer and sell, from time to time, shares (the “Shares”) of its Class A common stock, par value $0.0001 per share, through the Sales Agent, acting as agent.

Pursuant to the Sales Agreement, sales of the Shares may be made by any method permitted that is deemed to be an “at the market” offering as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), in ordinary brokers’ transactions, to or through a market maker, on or through The Nasdaq Capital Market or any other market venue where the securities may be traded, in the over-the-counter market, in privately negotiated transactions or through a combination of any such methods of sale. Under the Sales Agreement, the Sales Agent will be entitled to compensation of up to 3.0% of the gross offering proceeds of all Shares sold through it pursuant to the Sales Agreement. The Company also will reimburse the Sales Agent for certain specified expenses in connection with entering into the Sales Agreement and certain ongoing expenses. The Company has no obligation to sell any of the Shares under the Sales Agreement and may at any time and from time to time suspend the offering of the Shares under the Sales Agreement.

The Sales Agreement contains customary representations, warranties and covenants by the Company. The Company also agreed to provide indemnification and contribution to the Sales Agent against certain liabilities, including under the Securities Act and the Securities Exchange Act of 1934, as amended. From time to time, in the ordinary course of business, the Sales Agent has provided, and in the future may provide, various financial advisory and investment banking services to the Company, for which they have received or will receive customary fees and reimbursement of expenses.

The issuance and sale, if any, of the Shares under the Sales Agreement is subject to the effectiveness of the Company’s shelf registration statement on Form S-3, which was filed with the United States Securities and Exchange Commission (the “SEC”) on October 29, 2026 (the “Registration Statement”), including the prospectus of the Company relating to the offering and sale by the Company of the Shares under the Sales Agreement (the “Sales Agreement Prospectus”). The Company makes no assurances as to whether the Registration Statement will become effective or, if it does become effective, as to the continued effectiveness of the Registration Statement. Once the Registration Statement is effective, the Company may offer and sell Shares pursuant to the Sales Agreement Prospectus of up to a maximum aggregate offering price of $200,000,000 from time to time under the Sales Agreement with the Sales Agent.

The foregoing description of certain provisions of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the Sales Agreement, which was previously filed as Exhibit 1.2 to the Company’s Registration Statement and is incorporated herein by reference.

The legal opinion of Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C., counsel to the Company, relating to the validity of the Shares was previously filed as Exhibit 5.1 to the Company’s Registration Statement and is incorporated herein by reference.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy Shares, nor shall there be any offer, solicitation, or sale of the Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
1.1		Open Market Sale AgreementSM dated October 29, 2026, by and between ProKidney Corp. and Jefferies LLC (incorporated by reference from Exhibit 1.2 to the Company’s Registration Statement on Form S-3, filed with the SEC on October 29, 2026).
5.1		Opinion of Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C. (incorporated by reference from Exhibit 5.1 to the Company’s Registration Statement on Form S-3, filed with the SEC on October 29, 2026).
23.1		Consent of Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C. (contained in Exhibit 5.1 hereto).
104		Cover Page Interactive Data File (embedded within 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.

						PROKIDNEY CORP.
Date: October 29, 2026				By:		/s/ Todd Girolamo
						Todd Girolamo
						Chief Legal Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB