ProKidney completes Delaware domestication and restructures corporate agreements

Published 16/07/2025, 22:04
ProKidney completes Delaware domestication and restructures corporate agreements

ProKidney Corp. (NASDAQ:PROK), a biotechnology company with a strong balance sheet showing more cash than debt and a healthy current ratio of 10.96, announced the completion of its corporate domestication from the Cayman Islands to Delaware, effective July 1, 2025. The company reported the change in jurisdiction and related restructuring in a statement filed with the Securities and Exchange Commission.

As part of the domestication, each outstanding Class A and Class B ordinary share of ProKidney Cayman was automatically converted into one share of Class A or Class B common stock of ProKidney Delaware, with no change to the number of shares outstanding. The company’s Class A common stock continues to trade on the Nasdaq Stock Market under the symbol PROK, with a new CUSIP number of 74291D 104.

In connection with the restructuring, ProKidney amended and restated several material agreements to reflect its new corporate structure. These include the Amended and Restated Tax Receivable Agreement, Lock-Up Agreement, and Exchange Agreement. The company and other former limited partners of ProKidney LP also entered into a new limited liability company agreement for ProKidney Holdings, LLC.

Under the updated Tax Receivable Agreement, ProKidney Delaware will pay holders of common units of ProKidney Holdings 85% of certain tax savings recognized from exchanges of units for shares or cash. The Lock-Up Agreement was amended to ensure transfer restrictions continue to apply to securities received following the domestication. The Exchange Agreement allows holders to exchange common units of ProKidney Holdings for shares of Class A common stock of ProKidney Delaware on substantially the same terms as before.

The new limited liability company agreement provides that common units of ProKidney Holdings share in profits and losses and receive distributions as declared by its board of managers, but generally have no voting rights. The board of managers is initially set at three members, with ProKidney Delaware retaining the right to change its size and appoint or remove managers.

ProKidney also adopted amendments to its Incentive Equity Plan and Employee Stock Purchase Plan to reflect the domestication. Additionally, the company entered into indemnification agreements with directors, officers, and certain employees.

This information is based on a press release statement included in ProKidney’s SEC filing.

In other recent news, ProKidney Corp. announced that the U.S. Food and Drug Administration (FDA) has confirmed the use of estimated glomerular filtration rate (eGFR) slope as a surrogate endpoint for accelerated approval of its chronic kidney disease therapy, rilparencel. The FDA’s decision allows the ongoing Phase 3 PROACT 1 study to serve both as the basis for accelerated approval and as a confirmatory study for full approval. ProKidney has enrolled nearly half of the patients needed for this analysis and expects to submit a Biologics License Application in the second quarter of 2027. The company plans to provide updated guidance on the timing of the confirmatory readout in the first half of 2026. Rilparencel, which has previously received Regenerative Medicine Advanced Therapy designation, is being evaluated for its potential to preserve kidney function in patients with advanced chronic kidney disease and type 2 diabetes. Meanwhile, UBS has raised its price target for ProKidney to $8 from $4, citing promising data from a Phase 2 trial. Guggenheim also increased its price target to $7 from $6, following a significant increase in ProKidney’s shares and positive expert opinions regarding the treatment’s potential impact. Both firms maintain a Buy rating on the stock, reflecting optimism about ProKidney’s ongoing developments.

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