PROK / ProKidney Corp. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40560 ProKidney Corp.

Employment Agreement, dated as of May 12, 2025 by and between Bruce Culleton, M.D. and ProKidney, LLC.

Exhibit 10.8 May 12, 2025 Bruce Culleton, MD 22 Edmunds Rd Wellesley, MA 02481 Dear Bruce: This letter agreement (this “Agreement”) sets forth the terms and conditions of your continued employment with ProKidney, LLC, a Delaware limited liability company (the “Company”) as of May 12, 2025 (the “Effective Date”). The period during which you are employed by the Company pursuant to this Agreement sha

ProKidney Reports Second Quarter 2025 Financial Results and Provides Regulatory and Clinical Updates

Exhibit 99.1 ProKidney Reports Second Quarter 2025 Financial Results and Provides Regulatory and Clinical Updates • FDA confirmed at a July 2025 Type B meeting and in the subsequent meeting minutes that eGFR slope is an acceptable surrogate endpoint for accelerated approval of rilparencel in patients with type 2 diabetes and advanced CKD; FDA also confirmed that the ongoing Phase 3 PROACT 1 study

Employment Agreement, dated as of May 12, 2025 by and between James Coulston and ProKidney, LLC.

Exhibit 10.9 May 9, 2025 James Coulston 409 Susanna Dr. Kernersville, NC 27284 Dear James: 1. This letter agreement (this “Agreement”) sets forth the terms and conditions of your continued employment with ProKidney, LLC, a Delaware limited liability company (the “Company”) as of May 9, 2025 (the “Effective Date”). The period during which you are employed by the Company pursuant to this Agreement s

Employment Agreement, dated as of May 9, 2025 by and between Todd Girolamo and ProKidney, LLC.

Exhibit 10.10 May 9, 2025 Todd Girolamo 8 Lauren Ln Bayville, NY 11709-1309 Dear Todd: 1. This letter agreement (this “Agreement”) sets forth the terms and conditions of your continued employment with ProKidney, LLC, a Delaware limited liability company (the “Company”) as of May 9, 2025 (the “Effective Date”). The period during which you are employed by the Company pursuant to this Agreement shall

Employment Agreement, dated as of June 11, 2025 by and between Darin Weber and ProKidney, LLC.

Exhibit 10.11 June 11, 2025 Darin Weber 27061 7th Pl S Des Moines, WA 98198-9306 Dear Darin: 1. This letter agreement (this “Agreement”) sets forth the terms and conditions of your continued employment with ProKidney, LLC, a Delaware limited liability company (the “Company”) as of June 11, 2025 (the “Effective Date”). The period during which you are employed by the Company pursuant to this Agreeme

FORM 8-K Item 2.02 Results of Operations and Financial Condition. Item 9.01 Financial Statements and Exhibits.

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): August 12, 2025 PROKIDNEY CORP. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40560 98-1586514 (State or Other Jurisdiction of Incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2025 PROKIDNEY CORP. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40560 98-1586514 (State or Other Jurisdiction of Incorporation) (Com

This presentation includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. ProKidney’s actual results may differ from its expectations, estimates and projections

EX-99.2 March 2024 July 2025 Corporate Presentation Exhibit 99.2 This presentation includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. ProKidney’s actual results may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predict

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): July 15, 2025 PROKIDNEY CORP. (Ex

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): July 15, 2025 PROKIDNEY CORP. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40560 98-1586514 (State or Other Jurisdiction of Incorporation) (Commission File Numb

ProKidney Announces Alignment with the FDA on the Accelerated Approval Pathway for Rilparencel

EX-99.1 Exhibit 99.1 ProKidney Announces Alignment with the FDA on the Accelerated Approval Pathway for Rilparencel • FDA confirmed that eGFR slope is an acceptable surrogate endpoint for accelerated approval of rilparencel in patients with CKD and type 2 diabetes • FDA also confirmed that the ongoing Phase 3 PROACT 1 study can be used for both accelerated approval and for full approval • Nearly h

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): July 14, 2025 PROKIDNEY CORP. (Ex

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): July 14, 2025 PROKIDNEY CORP. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40560 98-1586514 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Open Market Sale AgreementSM dated July 14, 2025, by and between ProKidney Corp. and Jefferies LLC

Exhibit 1.1 OPEN MARKET SALE AGREEMENTSM July 14, 2025 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: ProKidney Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s Class A common st

Up to $200,000,000 Class A Common Stock

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-275701 PROSPECTUS SUPPLEMENT (To Prospectus Dated July 7, 2025)   Up to $200,000,000   Class A Common Stock We have entered into an Open Market Sale Agreement (the “Sales Agreement”) with Jefferies LLC (“Jefferies”) relating to our Class A common stock, par value $0.0001 per share, offered by this prospectus supplement. In acc

FORM 8-K Item 7.01 Regulation FD Disclosure. Item 9.01 Financial Statements and Exhibits.

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): July 08, 2025 PROKIDNEY CORP. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40560 98-1586514 (State or Other Jurisdiction of Incorporation) (Commission File Numb

ProKidney Reports Statistically and Clinically Significant Topline Results for the Phase 2 REGEN-007 Trial Evaluating Rilparencel in Patients with Chronic Kidney Disease and Diabetes

Exhibit 99.1 ProKidney Reports Statistically and Clinically Significant Topline Results for the Phase 2 REGEN-007 Trial Evaluating Rilparencel in Patients with Chronic Kidney Disease and Diabetes • Full results from REGEN-007 are being held and will be submitted to the American Society of Nephrology 2025 Kidney Week as a late-breaking clinical trial • In Group 1 (n=24), kidney function stabilized

This presentation includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. ProKidney’s actual results may differ from its expectations, estimates and projections

March 2024 July 2025 Corporate Presentation Exhibit 99.2 This presentation includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. ProKidney’s actual results may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of

PROKIDNEY CORP. [ ] Trustee Dated as of [ ] Subordinated Debt Securities TABLE OF CONTENTS1

Exhibit 4.4 PROKIDNEY CORP. Issuer AND [ ] Trustee INDENTURE Dated as of [ ] Subordinated Debt Securities TABLE OF CONTENTS1 Page ARTICLE I DEFINITIONS 1 SECTION 1.01 Definitions of Terms. 1 ARTICLE II ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 SECTION 2.01 Designation and Terms of Securities. 5 SECTION 2.02 Form of Securities and Trustee’s Certificate. 7 SECTI

PROKIDNEY CORP. [ ] Trustee Dated as of [ ] Senior Debt Securities TABLE OF CONTENTS1

Exhibit 4.3 PROKIDNEY CORP. Issuer AND [ ] Trustee INDENTURE Dated as of [ ] Senior Debt Securities TABLE OF CONTENTS1 Page ARTICLE I DEFINITIONS 1 SECTION 1.01 Definitions of Terms. 1 ARTICLE II ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 SECTION 2.01 Designation and Terms of Securities. 5 SECTION 2.02 Form of Securities and Trustee’s Certificate. 7 SECTION 2.0

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant Entity Name Jurisdiction of Organization ProKidney IPCo, LLC Delaware ProKidney Holdings, LLC Delaware ProKidney, LLC (f/k/a Twin City Bio LLC) Delaware ProKidney Acquisition Company, LLC Delaware ProKidney Acquisition Company II, LLC Delaware

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

As filed with the Securities and Exchange Commission on July 3, 2025 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

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): July 1, 2025 PROKIDNEY CORP. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40560 98-1586514 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Amended and Restated Tax Receivable Agreement, dated July 1, 2025, by and among ProKidney and the TRA Parties (as defined therein) (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K12B, filed on July 3, 2025 (File No. 0.001-40560)).

Exhibit 10.1 Execution Version AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT among PROKIDNEY CORP., TRA PARTY REPRESENTATIVE and THE PERSONS NAMED HEREIN Dated as of July 1, 2025 AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT This AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of July 1, 2025, is hereby entered into by and among ProKidney Corp., a Delaware corporation (“

Second Amended and Restated Limited Liability Company Agreement of ProKidney Holdings, dated July 1, 2025, by and among the members and managers party thereto (incorporated by reference to Exhibit 10.7 of the Company's Current Report on Form 8-K12B, filed on July 3, 2025 (File No. 0.001-40560)).

Exhibit 10.7 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PROKIDNEY HOLDINGS, LLC a Delaware limited liability company Dated as of July 1, 2025 THE LIMITED LIABILITY COMPANY UNITS OF PROKIDNEY HOLDINGS, LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OR ANY OTHER APPL

First Amendment to the ProKidney Corp. 2022 Incentive Equity Plan (incorporated by reference to Exhibit 10.5 of the Company's Current Report on Form 8-K12B, filed on July 3, 2025 (File No. 0.001-40560)).

Exhibit 10.5 FIRST AMENDMENT TO THE PROKIDNEY CORP. 2022 INCENTIVE EQUITY PLAN This first amendment (this “Amendment”), effective as of July 1, 2025 (the “Effective Date”), is entered into by ProKidney Corp., a Delaware corporation (the “Company”) and, before changing its jurisdiction of incorporation from Cayman Islands to the State of Delaware by deregistering as an exempted limited company in t

First Amendment to the ProKidney Corp. Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.4 of the Company's Current Report on Form 8-K12B, filed on July 3, 2025 (File No. 0.001-40560)).

Exhibit 10.4 FIRST AMENDMENT TO THE PROKIDNEY CORP. EMPLOYEE STOCK PURCHASE PLAN This first amendment (this “Amendment”), effective as of July 1, 2025 (the “Effective Date”), is entered into by ProKidney Corp., a Delaware corporation (the “Company”) and, before changing its jurisdiction of incorporation from Cayman Islands to the State of Delaware by deregistering as an exempted limited company in

Certificate of Corporate Domestication of ProKidney (incorporated by reference to Exhibit 3.3 of the Company's Current Report on Form 8-K12B, filed on July 3, 2025 (File No. 0.001-40560)).

Exhibit 3.3 CERTIFICATE OF CORPORATE DOMESTICATION OF PROKIDNEY CORP. Pursuant to Section 388 of the General Corporation Law of the State of Delaware ProKidney Corp., presently a Cayman Islands exempted company limited by shares (the “Company”), DOES HEREBY CERTIFY: 1. The Company was first incorporated on February 25, 2021 under the laws of the Cayman Islands. 2. The name of the Company immediate

Stock Certificate for Class A Common Stock ProKidney (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K12B, filed on July 3, 2025 (File No. 0.001-40560)).

Exhibit 4.1 NUMBER CA*0* *** SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP PROKIDNEY CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK $0.0001 PAR VALUE This Certifies that is the owner of fully paid and non-assessable shares of Class A common stock of the par value of $0.0001 each of PROKIDNEY CORP., a Delaware corporation (the “Company”), transferable on the book

Stock Certificate for Class B Common Stock ProKidney (incorporated by reference to Exhibit 4.2 of the Company's Current Report on Form 8-K12B, filed on July 3, 2025 (File No. 0.001-40560)).

Exhibit 4.2 NUMBER CB*0* *** SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP PROKIDNEY CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS B COMMON STOCK $0.0001 PAR VALUE This Certifies that is the owner of fully paid and non-assessable shares of Class B common stock of the par value of $0.0001 each of PROKIDNEY CORP., a Delaware corporation (the “Company”), transferable on the book

Certificate of Incorporation of ProKidney (incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K12B, filed on July 3, 2025 (File No. 0.001-40560)).

Exhibit 3.1 CERTIFICATE OF INCORPORATION of PROKIDNEY CORP. The undersigned, for the purposes of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware (as from time to time in effect, the “General Corporation Law”), does execute this Certificate of Incorporation and hereby certifies as follows: 1. Name. The name of the Corporation is ProKidney Corp.

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

S-8 POS 1 ef20051375s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on July 3, 2025 Registration No. 333-267414 Registration No. 333-270920 Registration No. 333-278176 Registration No. 333-285975 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ProKidney

Amended and Restated Lock-Up Agreement, dated July 1, 2025, by and among ProKidney and certain of the ProKidney Holders (as defined therein) (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K12B, filed on July 3, 2025 (File No. 0.001-40560)).

Exhibit 10.2 Execution Version AMENDED AND RESTATED LOCK-UP AGREEMENT THIS AMENDED AND RESTATED LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of July 1, 2025, by ProKidney Corp., a Delaware corporation (the “Company”), and certain ProKidney Holders (as defined below) who are equityholders of ProKidney Holdings, LLC, a Delaware limited liability company (“ProKidney”). WHEREAS, th

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

S-8 POS 1 ef20051375s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on July 3, 2025 Registration No. 333-267414 Registration No. 333-270920 Registration No. 333-278176 Registration No. 333-285975 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ProKidney

Form of Indemnification Agreement, dated July 1, 2025, by and among ProKidney and its directors and officers (incorporated by reference to Exhibit 10.6 of the Company's Current Report on Form 8-K12B, filed on July 3, 2025 (File No. 0.001-40560)).

Exhibit 10.6 Execution Version FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 1, 2025, by and between ProKidney Corp., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become increasingly reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are p

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

S-8 POS 1 ef20051375s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on July 3, 2025 Registration No. 333-267414 Registration No. 333-270920 Registration No. 333-278176 Registration No. 333-285975 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ProKidney

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

As filed with the Securities and Exchange Commission on July 3, 2025 Registration No.

Bylaws of ProKidney (incorporated by reference to Exhibit 3.2 of the Company's Current Report on Form 8-K12B, filed on July 3, 2025 (File No. 0.001-40560)).

Exhibit 3.2 BY-LAWS of PROKIDNEY CORP. (A Delaware Corporation) July 1, 2025 TABLE OF CONTENTS Page ARTICLE 1 Definitions 1 ARTICLE 2 Stockholders 3 Section 2.01. Place of Meetings 3 Section 2.02. Annual Meetings; Stockholder Proposals. 3 Section 2.03. Special Meetings 6 Section 2.04. Record Date. 7 Section 2.05. Notice of Meetings of Stockholders 8 Section 2.06. Waivers of Notice 8 Section 2.07.

Amended and Restated Exchange Agreement, dated July 1, 2025, by and among ProKidney, ProKidney Holdings, LLC and the other members of ProKidney Holdings, LLC party thereto (incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K12B, filed on July 3, 2025 (File No. 0.001-40560)).

Exhibit 10.3 Execution Version AMENDED AND RESTATED EXCHANGE AGREEMENT THIS AMENDED AND RESTATED EXCHANGE AGREEMENT (this “Agreement”), dated as of July 1, 2025, by and among ProKidney Corp., a Delaware corporation (the “Company”), ProKidney Holdings, LLC, a limited liability company organized under the laws of Delaware (“Holdings”), and the holders, other than the Company, of Common Units (as def

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

S-8 POS 1 ef20051375s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on July 3, 2025 Registration No. 333-267414 Registration No. 333-270920 Registration No. 333-278176 Registration No. 333-285975 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ProKidney

ProKidney Corp. Completes Domestication from the Cayman Islands to Delaware

Exhibit 99.1 ProKidney Corp. Completes Domestication from the Cayman Islands to Delaware WINSTON-SALEM, N.C., July 1, 2025 – ProKidney Corp. (Nasdaq: PROK) (“ProKidney” or the “Company"), a leading late clinical-stage cellular therapeutics company focused on chronic kidney disease (CKD), today announced the completion of the domestication process to change the jurisdiction of incorporation of the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K

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): July 1, 2025 PROKIDNEY CORP. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40560 98-1586514 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Submission of Matters to a Vote of Security Holders

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): May 29, 2025 PROKIDNEY CORP. (Exact name of Registrant as Specified in Its Charter) Cayman Islands 001-40560 98-1586514 (State or Other Jurisdiction of Incorporation) (Commission File

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 12, 2025 PROKIDNEY CORP. (Exact name of Registrant as Specified in Its Charter) Cayman Islands 001-40560 98-1586514 (State or Other Jurisdiction of Incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40560 ProKidney Corp.

ProKidney Reports First Quarter 2025 Financial Results and Business Highlights

Exhibit 99.1 ProKidney Reports First Quarter 2025 Financial Results and Business Highlights • Full data from Group 1 in the Phase 2 REGEN-007 study expected in Q2 2025 • FDA previously confirmed in a Q4 2024 Type B meeting that the accelerated approval pathway is available for rilparencel; additional details on the accelerated pathway are expected in mid-2025 after our planned Type B meeting with

PROXY STATEMENT FOR ANNUAL GENERAL MEETING PROSPECTUS FOR UP TO 292,707,888 SHARES OF CLASS A COMMON STOCK AND CLASS B COMMON STOCK, IN EACH CASE OF PROKIDNEY CORP. AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE 2000 F

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-286278   PROXY STATEMENT FOR ANNUAL GENERAL MEETING PROSPECTUS FOR UP TO 292,707,888 SHARES OF CLASS A COMMON STOCK AND CLASS B COMMON STOCK, IN EACH CASE OF PROKIDNEY CORP. AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE 2000 Frontis Plaza Blvd., Suite 250 Winston-Salem, NC 27103 April 28, 2025

[Signature Page Follows]

April 24, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E. Washington, D.C. 20549 Re: ProKidney Corp. Registration Statement on Form S-4 Filed March 31, 2025 Registration No. 333-286278 Ladies and Gentlemen: In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as

As filed with the United States Securities and Exchange Commission on March 31, 2025

TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on March 31, 2025 Registration No.

Exhibit 99.1      

Calculation of Filing Fee Table Form S-4 (Form Type) ProKidney Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Table Form S-4 (Form Type) ProKidney Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Ne

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant Entity Name Jurisdiction of Organization ProKidney Corp. GP Limited Ireland ProKidney LP Ireland ProKidney (f/k/a RegenMed (Cayman) Ltd.) Cayman Islands ProKidney, LLC (f/k/a Twin City Bio LLC) Delaware ProKidney Acquisition Company, LLC Delaware ProKidney Acquisition Company II, LLC Delaware

PROKIDNEY CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK $0.0001 PAR VALUE

Exhibit 4.1 NUMBER CA*0* SEE REVERSE FOR CERTAIN DEFINITIONS *** SHARES CUSIP PROKIDNEY CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK $0.0001 PAR VALUE This Certifies that is the owner of fully paid and non-assessable shares of Class A common stock of the par value of $0.0001 each of PROKIDNEY CORP., a Delaware corporation (the “Company”), transferable on the book

PROKIDNEY CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS B COMMON STOCK $0.0001 PAR VALUE

Exhibit 4.2 NUMBER CB*0* SEE REVERSE FOR CERTAIN DEFINITIONS *** SHARES CUSIP PROKIDNEY CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS B COMMON STOCK $0.0001 PAR VALUE This Certifies that is the owner of fully paid and non-assessable shares of Class B common stock of the par value of $0.0001 each of PROKIDNEY CORP., a Delaware corporation (the “Company”), transferable on the book

Calculation of registration fee

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

As filed with the Securities and Exchange Commission on March 20, 2025

As filed with the Securities and Exchange Commission on March 20, 2025 Registration No.

Description of registered securities

Exhibit 4.1 DESCRIPTION OF REGISTERED SECURITIES ProKidney Corp. (the “Company,” “we,” “our,” or “us”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our Class A ordinary shares, par value $0.0001 per share (the “Class A Shares”). In addition, this Description of Registered Securities also contains a description of the Company’s Class B

Insider Trading Policy

Exhibit 19.1 PROKIDNEY CORP. INSIDER TRADING POLICY I. PURPOSE ProKidney Corp. (the “Company”) has adopted this Insider Trading Policy (this “Policy”) to help its directors, officers and employees comply with insider trading laws, to prevent even the appearance of improper insider trading and comply with disclosure requirements. II. SCOPE A. This Policy applies to all directors, officers and emplo

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

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): March 17, 2025 PROKIDNEY CORP. (Exact name of Registrant as Specified in Its Charter) Cayman Islands 001-40560 98-1586514 (State or Other Jurisdiction of Incorporation) (Commission Fi

Pro-Kidney Corp. Non-Employee Director Compensation Policy, as amended.

Exhibit 10.21 PROKIDNEY CORP. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY The Board of Directors (the “Board”) of ProKidney Corp. (the “Company”) has approved the following Non-Employee Director Compensation Policy (this “Policy”) to provide an inducement to obtain and retain the services of qualified persons to serve as members of the Company’s Board. The Policy establishes compensation to be paid

ProKidney Reports Full Year 2024 Financial Results and Business Highlights

Exhibit 99.1 ProKidney Reports Full Year 2024 Financial Results and Business Highlights • Significant progress was made in 2024, including refining the Phase 3 program to accelerate rilparencel’s path to market in the U.S., the release of positive Phase 2 data, restarting manufacturing, and securing $140 million of equity to extend cash runway into mid-2027 • In Q4 2024, the FDA confirmed in a Typ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40560 ProKidney Corp.

Employment Agreement, dated April 11, 2023, by and between ProKidney, LLC and Todd Girolamo.

Exhibit 10.23 April 11, 2023 Todd Girolamo 33 Young Avenue Pelham, New York 10803-1723 Dear Todd: 1. This letter agreement (this “Agreement”) sets forth the terms and conditions of your continued employment with ProKidney, LLC, a Delaware limited liability company (the “Company”) as of December 1, 2022 (the “Effective Date”). This Agreement will govern your employment with the Company following th

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant Entity Name Jurisdiction of Organization ProKidney Corp. GP Limited Ireland ProKidney LP Ireland ProKidney (f/k/a RegenMed (Cayman) Ltd.) Cayman Islands ProKidney, LLC (f/k/a Twin City Bio LLC) Delaware ProKidney Acquisition Company, LLC Delaware ProKidney Acquisition Company II, LLC Delaware

Purchase and Sale Agreement by and between the ProKidney Acquisition Company, LLC and Breit SE Industrial Propco NC LP, dated November 20, 2024.

Exhibit 10.20 AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY by and between BREIT SE INDUSTRIAL PROPCO NC LP, a Delaware limited partnership, as SELLER and PROKIDNEY ACQUISITION COMPANY, LLC, as BUYER 3929 Westpoint Blvd., Winston Salem, North Carolina, and 2598 Empire Drive, Winston Salem, North Carolina DOCPROPERTY DOCXDOCID DMS=InterwovenIManage Format=<>.v<> PRESERVELOCATION \* MERGEFORMAT 2

Assignment and Assumption of Purchase and Sale Agreement, dated November 25, 2024, by and among ProKidney Acquisition Company, LLC. and ProKidney Acquisition Company II, LLC.

Exhibit 10.22 ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT THIS ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT (this “Assignment”) is made and entered into as of the 25th day of November, 2024, by and between PROKIDNEY ACQUISITION COMPANY, LLC, a Delaware limited liability company (“Assignor”), and PROKIDNEY ACQUISITION COMPANY II, LLC, a Delaware limited liability company (“

Entry into a Material Definitive Agreement

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): January 17, 2025 PROKIDNEY CORP. (Exact name of Registrant as Specified in Its Charter) Cayman Islands 001-40560 98-1586514 (State or Other Jurisdiction of Incorporation) (Commission

Entry into a Material Definitive Agreement

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): November 20, 2024 PROKIDNEY CORP. (Exact name of Registrant as Specified in Its Charter) Cayman Islands 001-40560 98-1586514 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40560 ProKidney Corp.

ProKidney Reports Third Quarter 2024 Financial Results along with Regulatory and Clinical Development Updates Following Successful FDA Type B Meeting

Exhibit 99.1 ProKidney Reports Third Quarter 2024 Financial Results along with Regulatory and Clinical Development Updates Following Successful FDA Type B Meeting • FDA confirmed in a recent FDA Type B meeting under RMAT designation that the PROACT 1 Phase 3 study could be sufficient to support a full U.S. regulatory approval of rilparencel • FDA also confirmed in that Type B meeting that the acce

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 12, 2024 PROKIDNEY CORP. (Exact name of Registrant as Specified in Its Charter) Cayman Islands 001-40560 98-1586514 (State or Other Jurisdiction of Incorporation) (Commission

PROK / ProKidney Corp. / SUVRETTA CAPITAL MANAGEMENT, LLC - SCHEDULE 13G/A, AMENDMENT #3 Passive Investment

SC 13G/A 1 s80143625.htm SCHEDULE 13G/A, AMENDMENT #3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 3)* Under the Securities Exchange Act of 1934 ProKidney Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Titles of Class of Securities) G7S53R104 (CUSIP Number) August 28, 2024 (Date of Event Which Requires Filing of t

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

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): September 3, 2024 PROKIDNEY CORP. (Exact name of Registrant as Specified in Its Charter) Cayman Islands 001-40560 98-1586514 (State or Other Jurisdiction of Incorporation) (Commission

ProKidney Announces Strategic Updates to its Phase 3 Program to Accelerate Rilparencel’s Registrational Path to Potential Approval in the U.S.

Exhibit 99.2 ProKidney Announces Strategic Updates to its Phase 3 Program to Accelerate Rilparencel’s Registrational Path to Potential Approval in the U.S. • Refined the focus of the Phase 3 program to accelerate path to potential U.S. approval and commercial launch in the Company’s highest priority market • Discontinued the ex-U.S.-based PROACT 2 trial and focused Company resources on PROACT 1 to

This presentation includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. ProKidney’s actual results may differ from its expectations, estimates and projections

Developing Solutions for Dialysis Prevention September 2024 Corporate Presentation Exhibit 99.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40560 ProKidney Corp.

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

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): August 09, 2024 PROKIDNEY CORP. (Exact name of Registrant as Specified in Its Charter) Cayman Islands 001-40560 98-1586514 (State or Other Jurisdiction of Incorporation) (Commission F

ProKidney Reports Business Updates and Second Quarter 2024 Financial Results

Exhibit 99.1 ProKidney Reports Business Updates and Second Quarter 2024 Financial Results • Reported interim REGEN-007 data that demonstrate rilparencel’s potential to preserve kidney function in patients with diabetes and advanced CKD • Restarted manufacturing and resumed PROACT 1 and PROACT 2 Phase 3 trials • Closed $140 million upsized underwritten public offering and concurrent registered dire

PROK / ProKidney Corp. / Control Empresarial de Capitales S.A. de C.V. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* ProKidney Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G7S53R104 (CUSIP Number) Control Empresarial de Capitales, S.A. de C.V. Paseo de las Palmas 781, 3rd Floor Lomas de Chapultepec, Sección

PROK / ProKidney Corp. / Tolerantia, LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3)* ProKidney Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G7S53R104 (CUSIP Number) Tolerantia, LLC 110 East 59th Street Suite 2800 New York, New York 10022 (212) 883-0200 (Name, Ad

53,774,794 of Class A Ordinary Shares

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-275701 PROSPECTUS SUPPLEMENT 53,774,794 of Class A Ordinary Shares We are offering 53,774,794 Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), pursuant to an underwritten public offering of 42,774,220 Class A Ordinary shares and a concurrent direct offering of 11,030,574 Class A Ordin

ProKidney Announces Pricing of its Upsized $130 Million Public Offering of Class A Ordinary Shares and Concurrent Registered Direct Offering

Exhibit 99.1 ProKidney Announces Pricing of its Upsized $130 Million Public Offering of Class A Ordinary Shares and Concurrent Registered Direct Offering WINSTON-SALEM, N.C., June 11, 2024 — ProKidney Corp. (Nasdaq: PROK) (“ProKidney” or the “Company”), a leading late clinical-stage cellular therapeutics company focused on chronic kidney disease, today announced the pricing of an underwritten publ

Current Report

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): June 11, 2024 PROKIDNEY CORP. (Exact name of Registrant as Specified in Its Charter) Cayman Islands 001-40560 98-1586514 (State or Other Jurisdiction of Incorporation) (Commission Fil

Form of Share Purchase Agreement by and between the Company and certain investors, dated June 11, 2024.

Exhibit 10.1 Certain identified information has been excluded from this exhibit pursuant to Item 601(b)(10) of Regulation S-K because it is both not material and is the type of information that the Registrant treats as confidential. Information that was omitted has been noted with a placeholder identified by the mark “[***]” June 11, 2024 SHARE PURCHASE AGREEMENT ProKidney Corp., a Cayman Islands

Underwriting Agreement by and between the Company and Jefferies LLC, J.P. Morgan Securities LLC, and Guggenheim Securities, LLC, dated June 11, 2024.

Exhibit 1.1 42,744,220 Class A Ordinary Shares ProKidney Corp. UNDERWRITING AGREEMENT June 11, 2024 JEFFERIES LLC J.P. MORGAN SECURITIES LLC GUGGENHEIM SECURITIES, LLC As Representatives of the several Underwriters c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 c/o J.P. MORGAN SECURITIES LLC 383 Madison Avenue New York, New York 10179 c/o Guggenheim Securities, LLC 330 Madison Avenu

ProKidney Announces Positive Interim REGEN-007 Phase 2 Trial Data and Provides Clinical and Operational Updates

EX-99.1 Exhibit 99.1 ProKidney Announces Positive Interim REGEN-007 Phase 2 Trial Data and Provides Clinical and Operational Updates • Interim results of REGEN-007 Phase 2 trial show stabilization of kidney function for 18 months • Safety profile consistent with prior studies and comparable to kidney biopsy • Resumed manufacturing and both PROACT 1 and PROACT 2 Phase 3 trials • Management to host

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): June 10, 2024 PROKIDNEY CORP. (Ex

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): June 10, 2024 PROKIDNEY CORP. (Exact name of Registrant as Specified in Its Charter) Cayman Islands 001-40560 98-1586514 (State or Other Jurisdiction of Incorporation) (Commission Fil

SUBJECT TO COMPLETION, DATED JUNE 10, 2024

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-275701 The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where

Developing Solutions for Dialysis Prevention

EX-99.2 Exhibit 99.2 Developing Solutions for Dialysis Prevention REGEN-007 Interim Results March 2024 & Updates June 2024 Forward-looking Statements This presentation includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. ProKidney’s actual results may differ from its expectations, estimates and projections

Submission of Matters to a Vote of Security Holders

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): May 30, 2024 PROKIDNEY CORP. (Exact name of Registrant as Specified in Its Charter) Cayman Islands 001-40560 98-1586514 (State or Other Jurisdiction of Incorporation) (Commission File

RMCL-002 Final Analysis Developing Solutions for Dialysis Prevention May 2024 This presentation includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. ProKidne

Exhibit 99.1 RMCL-002 Final Analysis Developing Solutions for Dialysis Prevention May 2024 This presentation includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. ProKidney’s actual results may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-loo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

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): May 29, 2024 PROKIDNEY CORP. (Exact name of Registrant as Specified in Its Charter) Cayman Islands 001-40560 98-1586514 (State or Other Jurisdiction of Incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40560 ProKidney Corp.

ProKidney Reports Business Updates and First Quarter 2024 Financial Results

Exhibit 99.1 ProKidney Reports Business Updates and First Quarter 2024 Financial Results • Final results from RMCL-002 Phase 2 trial to be presented in the Late Breaking Clinical Trials session at the European Renal Association (ERA) Congress on May 25, 2024. An investor call to provide a perspective on CKD with Dr. Arnold Silva and Dr. Steven Coca and a recap of the RMCL-002 data is planned for M

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

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): May 10, 2024 PROKIDNEY CORP. (Exact name of Registrant as Specified in Its Charter) Cayman Islands 001-40560 98-1586514 (State or Other Jurisdiction of Incorporation) (Commission File

Pro-Kidney Corp. Non-Employee Director Compensation Policy.

Exhibit 10.5 PROKIDNEY CORP. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY The Board of Directors (the “Board”) of ProKidney Corp. (the “Company”) has approved the following Non-Employee Director Compensation Policy (this “Policy”) to provide an inducement to obtain and retain the services of qualified persons to serve as members of the Company’s Board. The Policy establishes compensation to be paid t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Ru

ProKidney Announces Key Leadership Appointments Strengthening Clinical and Technical Operations Dr. Ulrich Ernst joins as Executive Vice President of Technical Operations with a deep background and expertise in process development and manufacturing o

Exhibit 99.1 ProKidney Announces Key Leadership Appointments Strengthening Clinical and Technical Operations Dr. Ulrich Ernst joins as Executive Vice President of Technical Operations with a deep background and expertise in process development and manufacturing of cell therapies Mr. Lucio Tozzi joined in January of 2024 as Senior Vice President of Global Clinical Operations having over 30 years of

Employment Agreement, dated March 25, 2024, by and between ProKidney, LLC and Ulrich Ernst.

March 25, 2024 Ulrich Ernst Dear Ulrich: 1. This letter agreement (this “Agreement”) sets forth the terms and conditions of your employment with ProKidney, LLC, a Delaware limited liability company (the “Company”) as of March 25, 2024 (the “Effective Date”). This Agreement will govern your employment with the Company beginning on the Effective Date on the following terms and conditions: Term: The

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

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): March 25, 2024 PROKIDNEY CORP. (Exact name of Registrant as Specified in Its Charter) Cayman Islands 001-40560 98-1586514 (State or Other Jurisdiction of Incorporation) (Commission Fi

As filed with the Securities and Exchange Commission on March 22, 2024

As filed with the Securities and Exchange Commission on March 22, 2024 Registration No.

Calculation of registration fee

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40560 ProKidney Corp.

ProKidney Corp. Clawback Policy

Exhibit 97 PROKIDNEY CORP. CLAWBACK POLICY I. Introduction The Board of Directors (the “Board”) of ProKidney Corp. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore adopted th

Second Amended and Restated Limited Partnership Agreement for a Limited Partnership Called ProKidney LP, dated as of July 11, 2022, as amended as of November 14, 2023, by and among Tolerantia, LLC, Control Empresarial de Capitales, S.A. de C.V., ProKidney Management Equity LLC, ProKidney Corp. (formerly known as Social Capital

Exhibit 10.5 AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT FOR A LIMITED PARTNERSHIP CALLED PROKIDNEY LP THIS AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT FOR A LIMITED PARTNERSHIP CALLED PROKIDNEY LP (this “Amendment”) is made and entered into as of Nov. 14 2023 by ProKidney Corp. GP Limited (the “General Partner”), in its capacit

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant Entity Name Jurisdiction of Organization ProKidney Corp. GP Limited Ireland ProKidney LP Ireland ProKidney (f/k/a RegenMed (Cayman) Ltd.) Cayman Islands ProKidney, LLC (f/k/a Twin City Bio LLC) Delaware ProKidney Acquisition Company, LLC Delaware

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

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): March 21, 2024 PROKIDNEY CORP. (Exact name of Registrant as Specified in Its Charter) Cayman Islands 001-40560 98-1586514 (State or Other Jurisdiction of Incorporation) (Commission Fi

Description of registered securities

Exhibit 4.1 DESCRIPTION OF REGISTERED SECURITIES ProKidney Corp. (the “Company,” “we,” “our,” or “us”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our Class A ordinary shares, par value $0.0001 per share (the “Class A Shares”). In addition, this Description of Registered Securities also contains a description of the Company’s Class B

ProKidney Reports Full Year 2023 Financial Results and Recent Corporate Highlights

Exhibit 99.1 ProKidney Reports Full Year 2023 Financial Results and Recent Corporate Highlights WINSTON-SALEM, N.C., March 21, 2024 - ProKidney Corp. (Nasdaq: PROK) (“ProKidney” or the “Company"), a leading late clinical-stage cellular therapeutics company focused on chronic kidney disease (CKD), today announced financial results for the year ended December 31, 2023. “We are very excited about the

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 28, 2023 PROKIDNEY CORP. (Exact name of Registrant as Specified in Its Charter) Cayman Islands 001-40560 98-1586514 (State or Other Jurisdiction of Incorp

Separation Agreement, dated March 13, 2024, by and between ProKidney, LLC and Tim Bertram, Ph.D.

Exhibit 10.2 Execution Copy ProKidney, llc SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (this “Agreement”) dated as of March 13, 2024 is entered into by and between ProKidney, LLC, a Delaware limited liability company, (the "Company") and Timothy Bertram, Ph.D. (“Executive”). WHEREAS, Executive and the Company entered into an employment agreement dated as of October 1, 20

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2023 PROKIDNEY CORP. (Exact name of Registrant as Specified in Its Charter) Cayman Islands 001-40560 98-1586514 (State or Other Jurisdiction of Incorp

Separation Agreement, dated March 13, 2024, by and between ProKidney, LLC and Deepak Jain, Ph.D

Exhibit 10.1 Execution Copy ProKidney, llc SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (this “Agreement”) dated as of March 13, 2024 is entered into by and between ProKidney, LLC, a Delaware limited liability company, (the "Company") and Deepak Jain (“Executive”). WHEREAS, Executive and the Company entered into an employment agreement dated as of December 2, 2022, (the “

KY:PROK US / ProKidney Corp / SUVRETTA CAPITAL MANAGEMENT, LLC Passive Investment

SC 13G/A 1 d1097899113g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* ProKidney Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G7S53R104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the

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

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): February 06, 2024 PROKIDNEY CORP. (Exact name of Registrant as Specified in Its Charter) Cayman Islands 001-40560 98-1586514 (State or Other Jurisdiction of Incorporation) (Commission

KY:PROK US / ProKidney Corp / Tolerantia, LLC Activist Investment

SC 13D/A 1 formsc13da-prokidney.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* ProKidney Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G7S53R104 (CUSIP Number) Tolerantia, LLC 110 East 59th Street Suite 2800 New York, New

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): January 25, 2024 PROKIDNEY CORP.

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): January 25, 2024 PROKIDNEY CORP. (Exact name of Registrant as Specified in Its Charter) Cayman Islands 001-40560 98-1586514 (State or Other Jurisdiction of Incorporation) (Commission

Forward-looking Statements This presentation includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. ProKidney’s actual results may differ from its expectations

Exhibit 99.1 Corporate Presentation January 2024 Developing Solutions for Dialysis Prevention REACT® [REnal Autologous Cell Therapy] Forward-looking Statements This presentation includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. ProKidney’s actual results may differ from its expectations, estimates and p

Up to $100,000,000 Class A Ordinary Shares

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-275701 PROSPECTUS SUPPLEMENT (To Prospectus Dated November 30, 2023) Up to $100,000,000 Class A Ordinary Shares We have entered into an Open Market Sale AgreementSM (the “Sales Agreement”) with Jefferies LLC (“Jefferies”) relating to our Class A ordinary shares, par value $0.0001 per share, offered by this prospectus sup

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): January 19, 2024 PROKIDNEY CORP.

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): January 19, 2024 PROKIDNEY CORP. (Exact name of Registrant as Specified in Its Charter) Cayman Islands 001-40560 98-1586514 (State or Other Jurisdiction of Incorporation) (Commission

Open Market Sale Agreement SM, dated January 19, 2024, by and between ProKidney Corp. and Jefferies LLC (incorporated by reference from Exhibit 1.1 to Form 8-K filed with the SEC on January 19, 2024) (File No. 001-40560).

Exhibit 1.1 OPEN MARKET SALE AGREEMENTSM January 19, 2024 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: ProKidney Corp., a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), the Company’s Class A Ordin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2023 PROKIDNEY CORP. (Exact name of Registrant as Specified in Its Charter) Cayman Islands 001-40560 98-1586514 (State or Other Jurisdiction of Incorp

Employment Agreement, dated December 3, 2023, by and between ProKidney, LLC and Bruce Culleton. (incorporated by reference from Exhibit 10.1 to Form 8-K/A filed with the SEC on December 5, 2023) (File No. 001-40560).

Exhibit 10.1 November 15, 2023 Bruce Culleton, MD 93 Worcester Street Wellesley, MA 02481 Dear Bruce: This letter agreement (this “Agreement”) sets forth the terms and conditions of your continued employment with ProKidney, LLC, a Delaware limited liability company (the “Company”) as of November 15, 2023 (the “Effective Date”). This Agreement will govern your employment with the Company following

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

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): November 28, 2023 PROKIDNEY CORP. (Exact name of Registrant as Specified in Its Charter) Cayman Islands 001-40560 98-1586514 (State or Other Jurisdiction of Incorporation) (Commission

ProKidney Corp. 2000 Frontis Plaza Blvd. Suite 250 Winston-Salem, NC 27103

ProKidney Corp. 2000 Frontis Plaza Blvd. Suite 250 Winston-Salem, NC 27103 November 28, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Jason Drory Re: ProKidney Corp. Registration Statement on Form S-3 File No. 333-275701 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, P

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table FORM S-3 (Form Type) ProKidney Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Fo

Form of indenture of subordinated debt securities and related form of subordinated debt security.

Exhibit 4.2 PROKIDNEY CORP. Issuer AND [ ] Trustee INDENTURE Dated as of [ ] Subordinated Debt Securities Table of Contents TABLE OF CONTENTS1 Page ARTICLE I DEFINITIONS 1 SECTION 1.01 Definitions of Terms 1 ARTICLE II ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 SECTION 2.01 Designation and Terms of Securities 5 SECTION 2.02 Form of Securities and Trustee’s Cert

Form of indenture for senior debt securities and the related form of senior debt security.

Exhibit 4.1 PROKIDNEY CORP. Issuer AND [ ] Trustee INDENTURE Dated as of [ ] Senior Debt Securities Table of Contents TABLE OF CONTENTS1 Page ARTICLE I DEFINITIONS 1 SECTION 1.01 Definitions of Terms 1 ARTICLE II ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 SECTION 2.01 Designation and Terms of Securities 5 SECTION 2.02 Form of Securities and Trustee’s Certificat

As filed with the Securities and Exchange Commission on November 22, 2023

As filed with the Securities and Exchange Commission on November 22, 2023 Registration No.

SHARE REPURCHASE AGREEMENT

EX-99.7 2 tm2331107d1ex99-7.htm EXHIBIT 7 Exhibit 7 EXECUTION VERSION SHARE REPURCHASE AGREEMENT This SHARE REPURCHASE AGREEMENT (this “Agreement”) is entered into as of November 19, 2023 by and among ProKidney Corp., a Cayman Islands exempted company (the “Company”), and SC PIPE Holdings LLC and SC Master Holdings, LLC, shareholders of the Company (together, the “Selling Shareholders”). Backgroun

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): November 20, 2023 (November 19, 2

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): November 20, 2023 (November 19, 2023) PROKIDNEY CORP. (Exact name of Registrant as Specified in Its Charter) Cayman Islands 001-40560 98-1586514 (State or Other Jurisdiction of Incorp

KY:PROK US / ProKidney Corp / Palihapitiya Chamath - SCHEDULE 13D/A Activist Investment

SC 13D/A 1 tm2331107-1sc13da.htm SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* ProKidney Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G7S53R104 (CUSIP Number) Chamath Palihapitiya c/o SC Master Holdings, LLC 506 Santa Cruz

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 14, 2023 PROKIDNEY CORP. (Exact name of Registrant as Specified in Its Charter) Cayman Islands 001-40560 98-1586514 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40560 ProKidney Corp.

ProKidney Reports Third Quarter Financial Results

Exhibit 99.1 ProKidney Reports Third Quarter Financial Results WINSTON-SALEM, N.C., November 14, 2023 - ProKidney Corp. (Nasdaq: PROK) (“ProKidney”), a leading late clinical-stage cellular therapeutics company focused on chronic kidney disease (CKD), today announced financial results for the third quarter ended September 30, 2023. “Building off of our positive corporate update, and with nearly $40

ProKidney Announces Positive Interim Data from RMCL-002 Phase 2 Clinical Trial of Renal Autologous Cell Therapy (REACT®) for Diabetic CKD and Provides Corporate Updates Updated positive interim Phase 2 data demonstrate potential efficacy of REACT® to

EX-99.2 Exhibit 99.2 ProKidney Announces Positive Interim Data from RMCL-002 Phase 2 Clinical Trial of Renal Autologous Cell Therapy (REACT®) for Diabetic CKD and Provides Corporate Updates Updated positive interim Phase 2 data demonstrate potential efficacy of REACT® to preserve kidney function in moderate and high-risk diabetic CKD patients Focusing Phase 3 development program on patients with S

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): November 10, 2023 PROKIDNEY CORP.

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): November 10, 2023 PROKIDNEY CORP. (Exact name of Registrant as Specified in Its Charter) Cayman Islands 001-40560 98-1586514 (State or Other Jurisdiction of Incorporation) (Commission

Forward-looking Statements This presentation includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. ProKidney’s actual results may differ from its expectations

EX-99.1 Exhibit 99.1 RMCL-002 Interim Results & Updates November 14, 2023 Developing Solutions for Dialysis Prevention REACT® [REnal Autologous Cell Therapy] Forward-looking Statements This presentation includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. ProKidney’s actual results may differ from its expe

KY:PROK US / ProKidney Corp / Palihapitiya Chamath - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* ProKidney Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G7S53R104 (CUSIP Number) Chamath Palihapitiya c/o SC Master Holdings, LLC 506 Santa Cruz Avenue, Suite 300 Menlo Park, California 94025 (

KY:PROK US / ProKidney Corp / Tolerantia, LLC Activist Investment

SC 13D 1 sc13dtolerantia.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* ProKidney Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G7S53R104 (CUSIP Number) Tolerantia, LLC 110 East 59th Street Suite 3300 New York, New York 1

KY:PROK US / ProKidney Corp / Palihapitiya Chamath - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* ProKidney Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G7S53R104 (CUSIP Number) Chamath Palihapitiya c/o SC Master Holdings, LLC 506 Santa Cruz Avenue, Suite 300 Menlo Park, California 94025 (

KY:PROK US / ProKidney Corp / Palihapitiya Chamath - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* ProKidney Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G7S53R104 (CUSIP Number) Chamath Palihapitiya c/o SC Master Holdings, LLC 506 Santa Cruz Avenue, Suite 300 Menlo Park, California 94025 (

KY:PROK US / ProKidney Corp / Palihapitiya Chamath - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* ProKidney Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G7S53R104 (CUSIP Number) Chamath Palihapitiya c/o SC Master Holdings, LLC 506 Santa Cruz Avenue, Suite 300 Menlo Park, California 94025 (

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

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): September 11, 2023 PROKIDNEY CORP. (Exact name of Registrant as Specified in Its Charter) Cayman Islands 001-40560 98-1586514 (State or Other Jurisdiction of Incorporation) (Commissio

Forward-looking Statements This presentation includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. ProKidney’s actual results may differ from its expectations

Corporate Presentation September 2023 Exhibit 99.1 PROKIDNEY. A Step Closer to Potential Dialysis Prevention REACT® [REnal Autologous Cell Therapy] Forward-looking Statements This presentation includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. ProKidney’s actual results may differ from its expectations,

PROKIDNEY CORP. Up to 234,203,910 Class A Ordinary Shares

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-266683 PROSPECTUS PROKIDNEY CORP. Up to 234,203,910 Class A Ordinary Shares This prospectus relates to the issuance by us of up to an aggregate of 234,203,910 of our Class A ordinary shares, par value $0.0001 per share (“Class A ordinary shares”) which consists of the resale from time to time by certain of the selling security

As filed with the U.S. Securities and Exchange Commission on August 18, 2023

Table of Contents As filed with the U.S. Securities and Exchange Commission on August 18, 2023 Registration No. 333-266683 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 2 to FORM S-1 ON FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ProKidney Corp. (Exact name of registrant as specified in its charter) Cayman Islands 98-15865

PROKIDNEY CORP. Up to 239,448,300 Class A Ordinary Shares

PROSPECTUS SUPPLEMENT NO. 5 To Prospectus dated April 20, 2023 Filed Pursuant to Rule 424(b)(3) Registration No. 333-266683 PROKIDNEY CORP. Up to 239,448,300 Class A Ordinary Shares This prospectus supplement no. 5 supplements the prospectus dated April 20, 2023, as supplemented from time to time (the “Prospectus”), relating to (i) the resale from time to time by certain of the selling securityhol

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40560 ProKidney Corp.

ProKidney Reports Second Quarter Financial Results and Recent Corporate Highlights

Exhibit 99.1 ProKidney Reports Second Quarter Financial Results and Recent Corporate Highlights WINSTON-SALEM, N.C. – August 10, 2023 – ProKidney Corp. (Nasdaq: PROK) (“ProKidney” or the “Company”), a leading late clinical-stage cellular therapeutics company focused on dialysis-free living for those with chronic kidney disease (CKD), today announced financial results for the second quarter ended J

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 10, 2023 PROKIDNEY CORP. (Exact name of Registrant as Specified in Its Charter) Cayman Islands 001-40560 98-1586514 (State or Other Jurisdiction of Incorporation) (Commission F

Purchase Agreement, as amended, dated March 29, 2023, by and among ProKidney Corp. and 73 BCI 2 LLC.

Exhibit 10.1 EXECUTION PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (the “Agreement”) is made and entered into by and between ProKidney Corp., a Cayman Islands exempted company (“Purchaser”) and 73 BCI 2 LLC, a North Carolina limited liability company (“Seller”). 1. SALE OF PROPERTY 1.1 Upon the terms and conditions hereinafter set forth, and in consideration of the mutual covenant

Assignment and Assumption of Purchase and Sale Agreement, dated July 17, 2023, by and among ProKidney Corp. and ProKidney Acquisition Company, LLC.

Exhibit 10.2 ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT THIS ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT (this "Assignment") is made and entered into as of the 17th day of July, 2023 and between PROKIDNEY CORP., a Cayman Islands exempted company ("Assignor"), and PROKIDNEY ACQUISITION COMPANY, LLC, a Delaware limited liability company ("Assignee"). RECITALS: WHEREAS, 73

PROKIDNEY CORP. Up to 239,448,300 Class A Ordinary Shares

PROSPECTUS SUPPLEMENT NO. 4 To Prospectus dated April 20, 2023 Filed Pursuant to Rule 424(b)(3) Registration No. 333-266683 PROKIDNEY CORP. Up to 239,448,300 Class A Ordinary Shares This prospectus supplement no. 4 supplements the prospectus dated April 20, 2023, as supplemented from time to time (the “Prospectus”), relating to (i) the resale from time to time by certain of the selling securityhol

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

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): July 17, 2023 PROKIDNEY CORP. (Exact name of Registrant as Specified in Its Charter) Cayman Islands 001-40560 98-1586514 (State or Other Jurisdiction of Incorporation) (Commission Fil

ProKidney Announces Closing of Purchase of Manufacturing Facility in Greensboro, NC

Exhibit 99.1 ProKidney Announces Closing of Purchase of Manufacturing Facility in Greensboro, NC WINSTON-SALEM, N.C., July 18, 2023 — ProKidney Corp. (Nasdaq: PROK) (“ProKidney” or the “Company”), a leading late clinical-stage cellular therapeutics company focused on preserving kidney function in patients suffering from chronic kidney disease (CKD), today announced it has closed on its purchase of

PROKIDNEY CORP. Up to 239,448,300 Class A Ordinary Shares

PROSPECTUS SUPPLEMENT NO. 3 To Prospectus dated April 20, 2023 Filed Pursuant to Rule 424(b)(3) Registration No. 333-266683 PROKIDNEY CORP. Up to 239,448,300 Class A Ordinary Shares This prospectus supplement no. 3 supplements the prospectus dated April 20, 2023, as supplemented from time to time (the “Prospectus”), relating to (i) the resale from time to time by certain of the selling securityhol

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

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): June 29, 2023 PROKIDNEY CORP. (Exact name of Registrant as Specified in Its Charter) Cayman Islands 001-40560 98-1586514 (State or Other Jurisdiction of Incorporation) (Commission Fil

PROKIDNEY CORP. Up to 239,448,300 Class A Ordinary Shares

PROSPECTUS SUPPLEMENT NO. 2 To Prospectus dated April 20, 2023 Filed Pursuant to Rule 424(b)(3) Registration No. 333-266683 PROKIDNEY CORP. Up to 239,448,300 Class A Ordinary Shares This prospectus supplement no. 2 supplements the prospectus dated April 20, 2023, as supplemented from time to time (the “Prospectus”), relating to (i) the resale from time to time by certain of the selling securityhol

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): June 13, 2023 PROKIDNEY CORP. (Ex

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): June 13, 2023 PROKIDNEY CORP. (Exact name of Registrant as Specified in Its Charter) Cayman Islands 001-40560 98-1586514 (State or Other Jurisdiction of Incorporation) (Commission Fil

ProKidney Announces Purchase of Manufacturing Facility in Greensboro, NC

EX-99.1 Exhibit 99.1 ProKidney Announces Purchase of Manufacturing Facility in Greensboro, NC WINSTON-SALEM, N.C., June 13, 2023 — ProKidney Corp. (Nasdaq: PROK) (“ProKidney” or the “Company”), a leading late clinical-stage cellular therapeutics company focused on preserving kidney function in patients suffering from chronic kidney disease (CKD), today announced its agreement to purchase a 210,000

PROKIDNEY CORP. Up to 239,448,300 Class A Ordinary Shares

PROSPECTUS SUPPLEMENT NO. 1 To Prospectus dated April 20, 2023 Filed Pursuant to Rule 424(b)(3) Registration No. 333-266683 PROKIDNEY CORP. Up to 239,448,300 Class A Ordinary Shares This prospectus supplement no. 1 supplements the prospectus dated April 20, 2023, as supplemented from time to time (the “Prospectus”), relating to (i) the resale from time to time by certain of the selling securityhol

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40560 ProKidney Corp.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 11, 2023 PROKIDNEY CORP. (Exact name of Registrant as Specified in Its Charter) Cayman Islands 001-40560 98-1586514 (State or Other Jurisdiction of Incorporation) (Commission File

ProKidney Reports First Quarter Financial Results and Recent Corporate Highlights

Exhibit 99.1 ProKidney Reports First Quarter Financial Results and Recent Corporate Highlights WINSTON-SALEM, N.C. – May 11, 2023 – ProKidney Corp. (Nasdaq: PROK) (“ProKidney” or the “Company”), a leading late clinical-stage cellular therapeutics company focused on chronic kidney disease (CKD), today announced financial results for the first quarter ended March 31, 2023, and provided an update on

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-4

PROKIDNEY CORP. Up to 239,448,300 Class A Ordinary Shares

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-266683 PROSPECTUS PROKIDNEY CORP. Up to 239,448,300 Class A Ordinary Shares This prospectus relates to (i) the resale from time to time by certain of the selling securityholders named in this prospectus (the “Selling Securityholders”) of 6,890,000 Class A ordinary shares, par value $0.0001 per share (“Class A ordinary sh

As filed with the U.S. Securities and Exchange Commission on April 17, 2023 Registration No. 333-266683 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER TH

Table of Contents As filed with the U.S. Securities and Exchange Commission on April 17, 2023 Registration No. 333-266683 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ProKidney Corp. (Exact name of registrant as specified in its charter) Cayman Islands 2836 98-1586514 (Stat

As filed with the Securities and Exchange Commission on March 28, 2023

S-8 1 s-8jan2023-evergreen.htm S-8 As filed with the Securities and Exchange Commission on March 28, 2023 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 incorp

Calculation of registration fee

Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) ProKidney Corp. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A Ordinary Shares, $0.0001 par v

Description of registered securities

Exhibit 4.1 DESCRIPTION OF REGISTERED SECURITIES ProKidney Corp. (the “Company,” “we,” “our,” or “us”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our Class A ordinary shares, par value $0.0001 per share (the “Class A Shares”). In addition, this Description of Registered Securities also contains a description of the Company’s Class B

ProKidney Reports Fourth Quarter Financial Results and Recent Corporate Highlights

ProKidney Reports Fourth Quarter Financial Results and Recent Corporate Highlights WINSTON-SALEM, N.

Form of Director Stock Option Award (incorporated by reference from Exhibit 10.17 to Form 10-K filed with the SEC on March 28, 2023) (File No. 001-40560).

Exhibit 10.17 PROKIDNEY CORP. NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (For Non-Employee Directors) This Non-Qualified Stock Option Award Agreement (“Agreement”) is entered into by and between ProKidney Corp. (the “Company”) and the non-employee director whose name appears below (the “Director”) in order to set forth the terms and conditions of Non-Qualified Stock Options (the “Options”) granted

December 31, 2022, filed with the Securities and Exchange Commission (the “SEC”) on March 28, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40560 ProKidney Corp.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 28, 2023 PROKIDNEY CORP. (Exact name of Registrant as Specified in Its Charter) Cayman Islands 001-40560 98-1586514 (State or Other Jurisdiction of Incorporation) (Commission Fi

Employment Agreement, dated as of December 2, 2022 by and between Dr. Deepak Jain and ProKidney, LLC

Exhibit 10.15 December 2, 2022 Deepak Jain 559 Suncreek Dr. Winston-Salem, NC 27104 Dear Deepak: 1. This letter agreement (this “Agreement”) sets forth the terms and conditions of your continued employment with ProKidney, LLC, a Delaware limited liability company (the “Company”) as of October 1, 2022 (the “Effective Date”). This Agreement will govern your employment with the Company following the

Incentive Stock Option Award Agreement, dated as of October 20, 2022, by and between Dr. Timothy Bertram and ProKidney Corp.

Exhibit 10.19 PROKIDNEY CORP. INCENTIVE STOCK OPTION AWARD AGREEMENT This Incentive Stock Option Award Agreement (“Agreement”) is entered into by and between ProKidney Corp. (the “Company”) and the employee whose name appears below (the “Participant”) in order to set forth the terms and conditions of Incentive Stock Options (the “Options”) granted to the Participant under the ProKidney Corp. 2022

ProKidney Corp. 2022 Director Compensation Policy

Exhibit 10.20 PROKIDNEY CORP. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY The Board of Directors (the “Board”) of ProKidney Corp. (the “Company”) has approved the following Non-Employee Director Compensation Policy (this “Policy”) to provide an inducement to obtain and retain the services of qualified persons to serve as members of the Company’s Board. The Policy establishes compensation to be paid

Subsidiaries of ProKidney Corp. (incorporated by reference from Exhibit 21.1 to Form 10-K filed with the SEC on March 28, 2023) (File No. 001-40560).

Exhibit 21.1 Subsidiaries of the Registrant Entity Name Jurisdiction of Organization ProKidney Corp. GP Limited Ireland ProKidney LP Ireland ProKidney (f/k/a RegenMed (Cayman) Ltd.) Cayman Islands ProKidney, LLC (f/k/a Twin City Bio LLC) Delaware

Form of Employee Incentive Stock Option Award (incorporated by reference from Exhibit 10.18 to Form 10-K filed with the SEC on March 28, 2023) (File No. 001-40560).

Exhibit 10.18 PROKIDNEY CORP. INCENTIVE STOCK OPTION AWARD AGREEMENT (For Employees) This Incentive Stock Option Award Agreement (“Agreement”) is entered into by and between ProKidney Corp. (the “Company”) and the employee whose name appears below (the “Participant”) in order to set forth the terms and conditions of Incentive Stock Options (the “Options”) granted to the Participant under the ProKi

Employment Agreement, dated as of December 3, 2022, by and between Dr. Timothy Bertram and ProKidney, LLC

EX-10 3 prok-ex1013.htm EX-10.13 Exhibit 10.13 December 2, 2022 Timothy Bertram 123 Heron Point Statesville, NC 28677 Dear Tim: 1. This letter agreement (this “Agreement”) sets forth the terms and conditions of your continued employment with ProKidney, LLC, a Delaware limited liability company(the “Company”) as of October 1, 2022 (the “Effective Date”). This Agreement will govern your employment w

Employment Agreement, dated as of December 3, 2022 by and between James Coulston and ProKidney, LLC (incorporated by reference from Exhibit 10.14 to Form 10-K filed with the SEC on March 28, 2023) (File No. 001-40560).

Exhibit 10.14 December 3, 2022 James Coulston 409 Susanna Dr. Kernersville, NC 27284 Dear James: 1. This letter agreement (this “Agreement”) sets forth the terms and conditions of your continued employment with ProKidney, LLC, a Delaware limited liability company (the “Company”) as of December 3, 2022 (the “Effective Date”). This Agreement will govern your employment with the Company following the

Consulting Services Agreement, dated as of January 1, 2020 between ProKidney (formerly known as RegenMed (Cayman) Ltd. (d/b/a inRegen)) and Nefro Health (incorporated by reference from Exhibit 10.30 to Form 10-K filed with the SEC on March 28, 2023) (File No. 001-40560)

Exhibit 10.30 STRICTLY CONFIDENTIAL CONSULTING SERVICES AGREEMENT by and between INREGEN as the Company And NEFRO HEALTH, as the Service Provider Dated effective as of January 1, 2020 TABLE OF CONTENTS Page Section 1. Definitions 1 Section 2. Interpretation 3 Section 3. Appointment of Service Provider; Limited Scope of Services 4 Section 4. Selection of Personnel 5 Section 5. Legal and Regulatory

Employment Agreement, dated as of December 3, 2022 by and between Dr. Joseph Stavas and ProKidney, LLC

Exhibit 10.16 December 3, 2022 Joe Stavas, MD 315 Park Top Drive Cary, North Carolina 27513 Dear Joe: 1. This letter agreement (this “Agreement”) sets forth the terms and conditions of your continued employment with ProKidney, LLC, a Delaware limited liability company (the “Company”) as of December 3, 2022 (the “Effective Date”). This Agreement will govern your employment with the Company followin

Consulting Services Agreement, dated as of January 1, 2020 between ProKidney, LLC (formerly known as Twin City Bio LLC) and Nefro Health (incorporated by reference from Exhibit 10.31 to Form 10-K filed with the SEC on March 28, 2023) (File No. 001-40560).

Exhibit 10.31 STRICTLY CONFIDENTIAL CONSULTING SERVICES AGREEMENT by and between TWIN CITY BIO LLC as the Company And NEFRO HEALTH, as the Service Provider Dated effective as of January 1, 2020 TABLE OF CONTENTS Page Section 1. Definitions 1 Section 2. Interpretation 3 Section 3. Appointment of Service Provider; Limited Scope of Services 4 Section 4. Selection of Personnel 5 Section 5. Legal and R

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Forward-looking Statements This presentation includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. ProKidney’s actual results may differ from its expectations

ProKidney Corporate Overview March 2023 Exhibit 99.1 A step closer to potential Dialysis Prevention React®[Renal Autologous Cell Therapy] Corporate Overview March 2023 Exhibit 99.1 Forward-looking Statements This presentation includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. ProKidney’s actual results m

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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): March 06, 2023 PROKIDNEY CORP. (Exact name of Registrant as Specified in Its Charter) Cayman Islands 001-40560 98-1586514 (State or Other Jurisdiction of Incorporation) (Commission Fi

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SC 13G/A 1 d455515dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* PROKIDNEY CORP. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7S53R104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement)

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SC 13G/A 1 s61045968.htm SCHEDULE 13G/A, AMENDMENT #1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 ProKidney Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Titles of Class of Securities) G7S53R104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of

KYG7S53R1049 / PROKIDNEY CORP / MORGAN STANLEY - MS AMENDMENT Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1)* PROKIDNEY CORP. - (Name of Issuer) Ordinary Shares - (Title of Class of Securities) G7S53R104 - (CUSIP Number) December 30, 2022 - (Date Of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 2) PROKIDNEY CORP. (formerly Social Capital Suvretta Holdings Corp. III) (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G7S53R104 (CUSIP Number) DECEMBER 31, 2022 (Date of event which requires filing of t

KYG7S53R1049 / PROKIDNEY CORP / ADAGE CAPITAL PARTNERS GP, L.L.C. - PROKIDNEY CORP. Passive Investment

SC 13G/A 1 p23-0387sc13ga.htm PROKIDNEY CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* ProKidney Corp. (f/k/a Social Capital Suvretta Holdings Corp. III) (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7S53R104 (CUSIP Number) December 31, 2022 (Date of

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PROSPECTUS SUPPLEMENT NO. 5 To Prospectus dated September 8, 2022 Filed Pursuant to Rule 424(b)(3) Registration No. 333-266683 PROKIDNEY CORP. Up to 239,420,000 Class A Ordinary Shares This prospectus supplement no. 5 supplements the prospectus dated September 8, 2022, as supplemented from time to time (the “Prospectus”), relating to (i) the resale from time to time by certain of the selling secur

Other Events

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): February 03, 2023 PROKIDNEY CORP. (Exact name of Registrant as Specified in Its Charter) Cayman Islands 001-40560 98-1586514 (State or Other Jurisdiction of Incorporation) (Commission

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424B3 1 prosuppno41-19-2023.htm 424B3 PROSPECTUS SUPPLEMENT NO. 4 To Prospectus dated September 8, 2022 Filed Pursuant to Rule 424(b)(3) Registration No. 333-266683 PROKIDNEY CORP. Up to 239,420,000 Class A Ordinary Shares This prospectus supplement no. 4 supplements the prospectus dated September 8, 2022, as supplemented from time to time (the “Prospectus”), relating to (i) the resale from time t

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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): January 17, 2023 PROKIDNEY CORP. (Exact name of Registrant as Specified in Its Charter) Cayman Islands 001-40560 98-1586514 (State or Other Jurisdiction of Incorporation) (Commission

ProKidney Short Term Incentive Performance Plan

Exhibit 10.1 PROKIDNEY SHORT TERM INCENTIVE PERFORMANCE PLAN TERMS AND CONDITIONS 1. Plan Overview ProKidney’s Short Term Incentive Performance Plan (the “STI Plan”) is an annual bonus plan for all persons employed by ProKidney or its direct or indirect subsidiaries (collectively, the “Company”) on a regular basis who are in a position to make positive contributions to the Company (“Employees”), t

PROKIDNEY CORP. Up to 239,420,000 Class A Ordinary Shares

PROSPECTUS SUPPLEMENT NO. 3 To Prospectus dated September 8, 2022 Filed Pursuant to Rule 424(b)(3) Registration No. 333-266683 PROKIDNEY CORP. Up to 239,420,000 Class A Ordinary Shares This prospectus supplement no. 3 supplements the prospectus dated September 8, 2022, as supplemented from time to time (the “Prospectus”), relating to (i) the resale from time to time by certain of the selling secur

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J.P. Morgan Investor Conference January 2023 Exhibit 99.1 PROKIDNEY A Step Closer to Potential Dialysis Prevention REACT® [REnal Autologous Cell Therapy] Forward-looking Statements This presentation includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. ProKidney’s actual results may differ from its expectat

Financial Statements and Exhibits, Other Events

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): January 10, 2023 PROKIDNEY CORP. (Exact name of Registrant as Specified in Its Charter) Cayman Islands 001-40560 98-1586514 (State or Other Jurisdiction of Incorporation) (Commission

ProKidney Announces Publication of Trial Design for Phase 2 Multicenter Clinical Trial of REACT for Late Stage 4 Diabetes-Related Chronic Kidney Disease - Article published online in the Journal of Blood Purification; to be included in future print e

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PROKIDNEY CORP. Up to 239,420,000 Class A Ordinary Shares

PROSPECTUS SUPPLEMENT NO. 2 To Prospectus dated September 8, 2022 Filed Pursuant to Rule 424(b)(3) Registration No. 333-266683 PROKIDNEY CORP. Up to 239,420,000 Class A Ordinary Shares This prospectus supplement no. 2 supplements the prospectus dated September 8, 2022, as supplemented from time to time (the ?Prospectus?), relating to (i) the resale from time to time by certain of the selling secur

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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): December 02, 2022 PROKIDNEY CORP. (Exact name of Registrant as Specified in Its Charter) Cayman Islands 001-40560 98-1586514 (State or Other Jurisdiction of Incorporation) (Commission

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PROSPECTUS SUPPLEMENT NO. 1 To Prospectus dated September 8, 2022 Filed Pursuant to Rule 424(b)(3) Registration No. 333-266683 PROKIDNEY CORP. Up to 239,420,000 Class A Ordinary Shares This prospectus supplement no. 1 supplements the prospectus dated September 8, 2022, (the ?Prospectus?), relating to (i) the resale from time to time by certain of the selling securityholders named in the Prospectus

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40560 ProKidney Corp.

ProKidney Reports Third Quarter 2022 Financial Results and Recent Corporate Highlights

Exhibit 99.1 ProKidney Reports Third Quarter 2022 Financial Results and Recent Corporate Highlights WINSTON-SALEM, N.C. ? November 14, 2022 ? ProKidney Corp. (Nasdaq: PROK) (?ProKidney? or the ?Company?), a leading late clinical-stage cellular therapeutics company focused on chronic kidney disease (CKD), today announced financial results for the third quarter ended September 30, 2022, and provided

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 14, 2022 PROKIDNEY CORP. (Exact name of Registrant as Specified in Its Charter) Cayman Islands 001-40560 98-1586514 (State or Other Jurisdiction of Incorporation) (Commission

Calculation of registration fee

Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) ProKidney Corp. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A Ordinary Shares, $0.0001 par v

As filed with the Securities and Exchange Commission on September 14, 2022

As filed with the Securities and Exchange Commission on September 14, 2022 Registration No.

PROKIDNEY CORP. Up to 239,420,000 Class A Ordinary Shares

424B3 1 d373959d424b3.htm 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-266683 PROSPECTUS PROKIDNEY CORP. Up to 239,420,000 Class A Ordinary Shares This prospectus relates to (i) the resale from time to time by certain of the selling securityholders named in this prospectus (the “Selling Securityholders”) of 6,890,000 Class A ordinary shares, par value $0.0001 per s

Renal Autologous Cell Therapy September 2022 A Step Closer to Potential Dialysis Prevention ProKidney Corp. Nasdaq: PROK

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Regulation FD Disclosure, Financial Statements and Exhibits

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): September 08, 2022 PROKIDNEY CORP. (Exact name of Registrant as Specified in Its Charter) Cayman Islands 001-40560 98-1586514 (State or Other Jurisdiction of Incorporation) (Commissio

PROKIDNEY CORP. 2000 Frontis Plaza Blvd., Ste. 250 Winston-Salem, NC 27103

PROKIDNEY CORP. 2000 Frontis Plaza Blvd., Ste. 250 Winston-Salem, NC 27103 September 6, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Mail Stop 3561 Washington, D.C. 20549 Re: ProKidney Corp. Registration Statement on Form S-1 File No. 333-266683 Acceleration Request Ladies and Gentlemen: Pursuant to Rule 461 of the Rules and Regulations promu

ProKidney Corp. 2000 Frontis Plaza Blvd. Suite 250 Winston-Salem, North Carolina August 26, 2022

CORRESP 1 filename1.htm ProKidney Corp. 2000 Frontis Plaza Blvd. Suite 250 Winston-Salem, North Carolina August 26, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.C. 20549 Attention: Daniel Crawford and Celeste Murphy Re: ProKidney Corp. Registration Statement on Form S-1 Filed August 8, 2022 File N

As filed with the U.S. Securities and Exchange Commission on August 26, 2022 Registration No. 333-266683 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES A

Table of Contents As filed with the U.S. Securities and Exchange Commission on August 26, 2022 Registration No. 333-266683 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ProKidney Corp. (Exact name of registrant as specified in its charter) Cayman Islands 2836 98-1586514 (State or other jur

Calculation of Registration Fee

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) ProKidney Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Title of Each Class of Security to be Registered Amount to be Registered(1) Proposed Maximum Offering Price per Security Proposed Maximum Aggregate Offering Price Amount of Registration Fee Class A ordinary shares, par value $0

PROKIDNEY’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Exhibit 99.1 PROKIDNEY?S MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of the financial condition and results of operations of ProKidney LP (for purposes of this section, ?ProKidney,? ?Company,? ?we,? ?us? and ?our?) should be read together with our unaudited condensed consolidated and combined financial statements as of

ProKidney LP and Subsidiaries Condensed Consolidated Balance Sheets (in thousands)

Exhibit 99.2 ProKidney LP and Subsidiaries Condensed Consolidated Balance Sheets (in thousands) June 30, 2022 December 31, 2021 (Unaudited) Assets Current assets Cash and cash equivalents $ 21,882 $ 20,558 Prepaid assets 682 588 Prepaid clinical 11,350 6,100 Other current assets ? 25 Total current assets 33,914 27,271 Fixed assets, net 10,857 11,358 Right of use assets, net 1,962 1,241 Deferred of

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2022 (July 11, 2022) PROKIDNEY CORP. (Exact name of Registrant as Specified in Its Charter) Cayman Islands 001-40560 98-1586514 (State or Other Jurisdic

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-4

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION In this section, unless the context otherwise requires, the ?combined company? or ?ProKidney? refer to ProKidney Corp. (formerly Social Capital Suvretta Holdings Corp. III) and its subsidiaries after the Closing, ?SCS? refers to SCS prior to the Closing, and ?Legacy ProKidney? refers to ProKidney LP and its subsidiaries prio

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 11, 2022 PROKIDNEY CORP. (Exact name of Registrant as Specified in Its Charter) Cayman Islands 001-40560 98-1586514 (State or Other Jurisdiction of Incorporation) (Commission F

ProKidney Corp. Reports Second Quarter 2022 Financial Results and Provides Business Update Completed business combination with Social Capital Suvretta Holdings, III

Exhibit 99.1 ProKidney Corp. Reports Second Quarter 2022 Financial Results and Provides Business Update Completed business combination with Social Capital Suvretta Holdings, III WINSTON-SALEM, N.C. ? August 11, 2022 ? ProKidney Corp. (formerly Social Capital Suvretta Holdings Corp. III or ?SCS?) (Nasdaq: PROK) (the ?Company?), a leading late clinical-stage cellular therapeutics company focused on

Master Services Agreement, dated May 1, 2019, by and between PPD Development, LP and ProKidney (formerly RegenMed (Cayman) Ltd.)

Exhibit 10.17 MASTER SERVICES AGREEMENT THIS MASTER SERVICES AGREEMENT (the ?Agreement?) is effective as of May 1, 2019 (the ?Effective Date?) by and between PPD DEVELOPMENT, L.P., a Delaware limited partnership, with its principal executive offices located at 929 North Front Street, Wilmington, North Carolina (?PPD?) and inRegen, a Cayman Islands exempted company with its principal executive offi

Laboratory Service Agreement, dated June 21, 2019, by and among Covance Central Laboratory Services LP, Covance Central Laboratory Services SA` RL and ProKidney (formerly RegenMed (Cayman) Ltd.)

Exhibit 10.21 This Laboratory Service Agreement (?Agreement?) is made effective on 21 June 2019 by and between (1) COVANCE CENTRAL LABORATORY SERVICES LP an Indiana limited partnership, with its principal place of business at 8211 SciCor Drive, Indianapolis, Indiana 46214, USA; and COVANCE CENTRAL LABORATORY SERVICES S?RL, with its principal place of business at Rue Moise-Marchines 7, 1217 Meyrin,

Laboratory Service Agreement, dated August 16, 2016, by and among Covance Central Laboratory Services LP, Covance Central Laboratory Services SA` RL and ProKidney (formerly RegenMed (Cayman) Ltd.)

Exhibit 10.19 This Laboratory Service Agreement (?Agreement?) is made effective on 26 August 2016 by and between (1) COVANCE CENTRAL LABORATORY SERVICES LP an Indiana limited partnership, with its principal place of business at 8211 SciCor Drive, Indianapolis, Indiana 46214, USA; and COVANCE CENTRAL LABORATORY SERVICES S?RL, with its principal place of business at Rue Moise-Marchines 7, 1217 Meyri

Master Services Agreement, dated April 20, 2020, by and between IQVIA RDS Inc. and ProKidney (formerly RegenMed (Cayman) Ltd.)

Exhibit 10.15 MASTER SERVICES AGREEMENT This Master Services Agreement (?Agreement?) is made effective as of April 20, 2020 (?Effective Date?) by and between inRegen, a Cayman Islands company, which has a place of business at 10 Market St., #688 Camana Bay, Grand Cayman KY1-9006 Cayman Islands (?Customer?) and IQVIA RDS Inc. a North Carolina corporation having its principal place of business at 48

Research, Development, Engineering Services and License Memorandum and Agreement, dated January 16, 2022, by and between ProKidney (formerly RegenMed (Cayman) Ltd.) and DEKA Products Limited Partnership (incorporated by reference from Exhibit 10.14 to Form S-1 filed with the SEC on August 9, 2022) (File No. 333-266683)

Exhibit 10.14 RESEARCH, DEVELOPMENT, ENGINEERING SERVICES AND LICENSE MEMORANDUM AND AGREEMENT THIS RESEARCH, DEVELOPMENT, ENGINEERING SERVICES AND LICENSE MEMORANDUM AND AGREEMENT (?Agreement?) is made by and among ProKidney, a Cayman Islands exempted limited company (?ProKidney Cayman?), a wholly-owned subsidiary of ProKidney LP, an Irish limited partnership (?ProKidney Ireland?) (hereinafter co

Laboratory Service Agreement, dated August 1, 2017, by and among Covance Central Laboratory Services LP, Covance Central Laboratory Services SA` RL and ProKidney (formerly RegenMed (Cayman) Ltd.)

Exhibit 10.20 This Laboratory Service Agreement (?Agreement?) is made effective on 1 August 2017 by and between (1) COVANCE CENTRAL LABORATORY SERVICES LP an Indiana limited partnership, with its principal place of business at 8211 SciCor Drive, Indianapolis, Indiana 46214, USA; and COVANCE CENTRAL LABORATORY SERVICES S?RL, with its principal place of business at Rue Moise-Marchines 7, 1217 Meyrin

Calculation of Registration Fee

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) ProKidney Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Title of Each Class of Security to be Registered Amount to be Registered(1) Proposed Maximum Offering Price per Security Proposed Maximum Aggregate Offering Price Amount of Registration Fee Class A ordinary shares, par value $0

Master Agreement for Clinical Trials Services, dated April 2, 2020, by and between ProKidney (formerly RegenMed (Cayman) Ltd.) and Frenova, LLC

Exhibit 10.16 Master Agreement for Clinical Trials Services This Master Agreement for Clinical Trials Management Services (the ?Agreement?) is made and entered into on April 2nd, 2020, (the ?Effective Date?), by and between inRegen, a Cayman Islands company, with offices at 10 Market Street #688 Camana Bay Grand Cayman Islands, KY1-9006 (hereinafter referred to as ?Sponsor?) and Frenova, LLC d/b/a

Laboratory Service Agreement, dated September 16, 2021, by and among Labcorp Central Laboratory Services LP, Labcorp Central Laboratory Services SA` RL and ProKidney (formerly RegenMed (Cayman) Ltd.)

EX-10.22 12 d373959dex1022.htm EX-10.22 Exhibit 10.22 This Laboratory Service Agreement (“Agreement”) is made effective on the date of the last signature below (“Effective Date”) by and between LABCORP CENTRAL LABORATORY SERVICES LP (formerly known as Covance Central Laboratory Services LP) an Indiana limited partnership, with its principal place of business at 8211 SciCor Drive, Indianapolis, Ind

Master Services Agreement, dated August 14, 2015, by and between CTI Clinical Trial Services Inc. and RegenMedTX, LLC

Exhibit 10.18 MASTER SERVICES AGREEMENT This Master Services Agreement (the ?Agreement?) is made as of the 14th day of August, 2015 (?Effective Date?) by and between RegenMedTX, LLC, a Delaware limited liability company (?Sponsor?) with offices located at 3929 Westpoint Blvd., Suite G, Winston-Salem, NC 27103, and CTI Clinical Trial Services, Inc. & CTI Clinical Consulting Services, Inc., (?CTI?)

Power of Attorney (included on the signature page to the initial Registration Statement)

Table of Contents As filed with the U.S. Securities and Exchange Commission on August 8, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ProKidney Corp. (Exact name of registrant as specified in its charter) Cayman Islands 2836 98-1586514 (State or other jurisdiction of incorporation

Master Services Agreement, dated February 15, 2021, by and between George Clinical PTY Limited and ProKidney (formerly RegenMed (Cayman) Ltd.)

Exhibit 10.13 MASTER SERVICES AGREEMENT BETWEEN GEORGE CLINICAL PTY LIMITED ABN 33 098 184 528 AND REGENMED (CAYMAN) LTD, d/b/a PROKIDNEY MASTER SERVICES AGREEMENT (MSA) THIS AGREEMENT is made on 15 February 2021 BETWEEN: 1. GEORGE CLINICAL PTY LTD (ABN 33 098 184 528) of Level 5, 1 King Street, Newtown, NSW 2042 AUSTRALIA (George Clinical); and 2. RegenMed (Cayman) Ltd., d/b/a PROKIDNEY of 10 Mar

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the ?Exchange Act?) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of ProKidney Corp.

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT THIS JOINT FILING AGREEMENT is entered into as of July 21, 2022, by and among the parties signatories hereto. The undersigned hereby agree that the Statement on Schedule 13G with respect to the Class A ordinary shares, par value $0.0001 per share, of ProKidney Corp., a Cayman Islands exempted company limited by shares, is, and any amendment thereafter signed by

PROK / ProKidney Corp - Class A / SUVRETTA CAPITAL MANAGEMENT, LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 ProKidney Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Titles of Class of Securities) G7S53R104 (CUSIP Number) July 11, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the ?Exchange Act?) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of ProKidney Corp.

PROK / ProKidney Corp - Class A / Control Empresarial de Capitales S.A. de C.V. - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* ProKidney Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G7S53R104 (CUSIP Number) Control Empresarial de Capitales, S.A. de C.V. Paseo de la Palmas 781, 3rd Floor Lomas de Chapultepec III

PROK / ProKidney Corp - Class A / Tolerantia, LLC - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* ProKidney Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G7S53R104 (CUSIP Number) Tolerantia, LLC 110 East 59th Street Suite 3300 New York, New York 10022 (212) 883-0200 (Name, Address and Teleph

PROK / ProKidney Corp - Class A / SCS Sponsor III LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1 ? Exit Filing)* Under the Securities Exchange Act of 1934 ProKidney Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Titles of Class of Securities) G7S53R104 (CUSIP Number) July 11, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t

ACKNOWLEDGMENT AGREEMENT

Exhibit 5 EXECUTION VERSION ACKNOWLEDGMENT AGREEMENT This Acknowledgment Agreement (this “Agreement”) is entered into effective July 11, 2022, by and among SCS Sponsor III LLC, a Cayman Islands limited liability company (the “Sponsor”), the undersigned (the “Transferee”) and the Company (as defined below).

Joint Filing Agreement between Chamath Palihapitiya, SC PIPE Holdings LLC and SC Master Holdings, LLC regarding filing of Schedule 13D, dated July 20, 2022.

EX-99.1 2 tm2221329d1ex1.htm EXHIBIT 1 Exhibit 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint fil

Lock-Up Agreement, dated as of July 11, 2022, by and among the Issuer, the Sponsor and certain direct and indirect shareholders of the Issuer.

EX-99.6 7 tm2221329d1ex6.htm EXHIBIT 6 Exhibit 6 EXECUTION VERSION LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of July 11, 2022, by and between ProKidney Corp., a Cayman Islands exempted company limited by shares (the “Company”) (formerly known as Social Capital Suvretta Holdings Corp. III), and each of SCS Sponsor III LLC, a Cayman Islands limited liabi

Amended and Restated Registration Rights Agreement, dated as of July 11, 2022, by and among the Issuer, SCS Sponsor III, SC PIPE Holdings and certain other shareholders of the Issuer.

Exhibit 3 EXECUTION VERSION AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 11, 2022, is made and entered into by and among ProKidney Corp.

PROK / ProKidney Corp - Class A / Palihapitiya Chamath - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.)* ProKidney Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G7S53R104 (CUSIP Number) Chamath Palihapitiya c/o SC Master Holdings, LLC 506 Santa Cruz Avenue, Suite 300 Menlo Park, California 94025 (Na

SUBSCRIPTION AGREEMENT

Exhibit 2 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on January 18, 2022, by and between Social Capital Suvretta Holdings Corp.