PROK ProKidney Corporation

 

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 File Number)	(IRS Employer Identification No.)
2000 Frontis Plaza Blvd. Suite 250
Winston-Salem, North Carolina				27103
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 336 999-7019

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A ordinary shares, $0.0001 par value per share		PROK		The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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Item 2.02 Results of Operations and Financial Condition.

On November 12, 2024, ProKidney Corp. (the "Company") issued a press release to announce its financial results for the quarter ended September 30, 2024. A copy of the press release is furnished as Exhibit 99.1.

The information in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18, of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, and shall not be deemed to be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated November 12, 2024
104	Cover Page Interactive Data File (embedded within Inline XBRL document)


 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			PROKIDNEY CORP.
Date:	November 12, 2024	By:	/s/ James Coulston
			James Coulston Chief Financial Officer

 

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

 

 

WINSTON-SALEM, N.C., November 12, 2024 – ProKidney Corp. (Nasdaq: PROK) (“ProKidney” or the “Company"), a leading late clinical-stage cellular therapeutics company focused on chronic kidney disease (CKD), today reported financial results for the third quarter ended September 30, 2024, and gave several regulatory and clinical development updates.

 

“Following a successful FDA Type B meeting, we are pleased to announce that the FDA agrees that the Phase 3 PROACT 1 study could be sufficient to support a potential BLA submission and full regulatory approval, validating our recent decision to focus on expediting PROACT 1,” stated Bruce Culleton, M.D., Chief Executive Officer. “Notably, the FDA also confirmed that ProKidney could consider using eGFR slope as a surrogate endpoint on an accelerated approval pathway for rilparencel. We look forward to continuing our dialogue with the FDA, under RMAT designation, to accelerate rilparencel’s path to market and address the high unmet need in patients with advanced CKD and diabetes.”

 

Regulatory and Clinical Development Updates

 

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Third Quarter 2024 Financial Highlights

 

Liquidity: Cash, cash equivalents and marketable securities as of September 30, 2024, totaled $406.8 million, compared to $363.0 million on December 31, 2023. We expect that our existing cash, cash equivalents and marketable securities held on September 30, 2024, will enable us to fund our operating expenses and capital expenditure requirements into 2027.

 

R&D Expenses: Research and development expenses were $31.3 million for the three months ended September 30, 2024, compared to $32.2 million for the same period in 2023. The decrease of $0.9 million was driven primarily by decreases in costs for clinical operations of approximately $2.5 million driven by the wind down of activities related to PROACT 2 as well as decreases in the cost for other trials. Additionally, we have seen decreases in spending on manufacturing process development and equity-based compensation costs of approximately $1.8 million and $1.9 million, respectively. These decreases have been partially offset by increases in cash compensation costs of approximately $3.5 million as we continue to hire additional personnel in the areas of clinical development, quality and manufacturing and increases in operational costs of $1.4 million as we continue to expand operations and purchase materials to support our Phase 3 clinical program.

 

G&A Expenses: General and administrative expenses were $17.7 million for the three months ended September 30, 2024, compared to $14.4 million for the same period in 2023. The increase of $3.3 million has been primarily driven by the recognition of a non-cash impairment charge of $5.3 million related to our Greensboro facility and increases in cash compensation of approximately $2.0 million. These increases have been partially offset by decreases in equity-based compensation of approximately $4.1 million.

 

Net Loss Before Noncontrolling Interest: Net loss before noncontrolling interest was $41.1 million and $42.0 million for the three months ended September 30, 2024 and 2023, respectively.

 

Shares outstanding: Class A and Class B ordinary shares outstanding as of September 30, 2024, totaled 291,661,950.

 

About the Phase 3 REGEN-006 (PROACT 1) Clinical Trial

REGEN-006 is an ongoing Phase 3, randomized, blinded, sham controlled safety and efficacy study of rilparencel in subjects with type 2 diabetes and advanced CKD. The study protocol was amended in 1H 2024 to focus on a subset of patients with stage 4 CKD (eGFR 20-30ml min/1.73m2) and late stage 3b CKD (eGFR 30-35ml min/1.73m2) with accompanying albuminuria (urine albumin-to-creatinine ratio, or UACR less than 5,000 mg/g for patients with eGFR 20-30ml min/1.73m2 and 300-5,000 mg/g for patients with eGFR 30-35ml min/1.73m2). The total planned enrollment is approximately 685 subjects. Subjects are randomized (1:1) to the treatment group and the sham control group prior to kidney biopsy or a sham biopsy procedure, respectively. Subjects in the treatment group are to receive the first rilparencel injection within 18 weeks of kidney biopsy. After three months it is intended that a second rilparencel injection be given into the contralateral kidney. Subjects in the control group, who previously underwent the sham biopsy procedure, are to receive two sham injections at similar time points as the treatment group. The primary objective is to assess the efficacy of up to two rilparencel injections using a minimally invasive percutaneous approach. The primary composite endpoint is the time from first injection to the

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earliest of: at least 40% reduction in eGFR; eGFR <15 mL/min/1.73m², and/or chronic dialysis, and/or renal transplant; or renal or cardiovascular death.

 

About ProKidney Corp.
ProKidney, a pioneer in the treatment of chronic kidney disease through innovations in cellular therapy,

was founded in 2015 after a decade of research. ProKidney’s lead product candidate, rilparencel (also known as REACT®), is a first-of-its-kind, patented, proprietary autologous cellular therapy being evaluated in Phase 2 and Phase 3 studies for its potential to preserve kidney function in diabetic patients at high risk of kidney failure. Rilparencel has received Regenerative Medicine Advanced Therapy (RMAT) designation from the FDA. For more information, please visit www.prokidney.com.

 

Forward-Looking Statements

This press release 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 future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the Company’s beliefs that the FDA agrees that the Company’s Phase 3 REGEN-006 (PROACT 1) trial could be sufficient to support a potential BLA submission and full regulatory approval and that the Company could consider using eGFR slope as a surrogate endpoint on an accelerated approval pathway for rilparencel, expectations with respect to financial results and expected cash runway, including the Company’s expectation that current cash will support operating plans into 2027, future performance, development and commercialization of products, if approved, the potential benefits and impact of the Company’s products, if approved, potential regulatory approvals, the size and potential growth of current or future markets for the Company’s products, if approved, the advancement of the Company’s development programs into and through the clinic and the expected timing for reporting data, the making of regulatory filings or achieving other milestones related to the Company’s product candidates, and the advancement and funding of the Company’s developmental programs, generally. Most of these factors are outside of the Company’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: the inability to maintain the listing of the Company’s Class A ordinary shares on the Nasdaq; the inability to implement business plans, forecasts, and other expectations or identify and realize additional opportunities, which may be affected by, among other things, competition and the ability of the Company to grow and manage growth profitably and retain its key employees; the risk of downturns and a changing regulatory landscape in the highly competitive biotechnology industry; the risk that results of the Company’s clinical trials may not support approval; the risk that the FDA could require additional studies before approving the Company’s drug candidates; the inability of the Company to raise financing in the future; the inability of the Company to obtain and maintain regulatory clearance or approval for its products, and any related restrictions and limitations of any cleared or approved product; the inability of the Company to identify, in-license or acquire additional technology; the inability of Company to compete with other companies currently marketing or engaged in the biologics market and in the area of treatment of kidney diseases; the size and growth potential of the markets for the Company’s products, if approved, and its ability to serve those markets, either alone or in partnership with others; the Company’s estimates regarding expenses, future revenue, capital requirements and needs for additional financing; the Company’s financial performance; the Company’s intellectual property rights; uncertainties inherent in cell therapy research and development, including the actual time it takes to initiate and complete clinical studies and the timing and content of decisions

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made by regulatory authorities; the fact that interim results from our clinical programs may not be indicative of future results; the impact of geo-political conflict on the Company’s business; and other risks and uncertainties included under the heading “Risk Factors” in the Company’s most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission. The Company cautions readers that the foregoing list of factors is not exclusive and cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.

 

Investor Contacts:

 

ProKidney

Ethan Holdaway

Ethan.Holdaway@prokidney.com

LifeSci Advisors, LLC
Daniel Ferry
Daniel@lifesciadvisors.com

 

 

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ProKidney Corp. and Subsidiaries

Consolidated Balance Sheets

(in thousands, except for share data)

	September 30, 2024				December 31, 2023
	(Unaudited)
Assets
Cash and cash equivalents	$	108,088			$	60,649
Marketable securities		298,724				302,301
Interest receivable		5,102				1,375
Prepaid assets		6,227				3,399
Prepaid clinical		11,053				6,413
Other current assets		1,031				9
Total current assets		430,225				374,146
Fixed assets, net		38,519				42,143
Right of use assets, net		6,049				4,263
Total assets	$	474,793			$	420,552
Liabilities and Shareholders' Deficit
Accounts payable	$	2,850			$	5,098
Lease liabilities		1,067				803
Accrued expenses and other		21,264				17,665
Income taxes payable		–				1,472
Total current liabilities		25,181				25,038
Income tax payable, net of current portion		772				568
Lease liabilities, net of current portion		5,372				3,610
Total liabilities		31,325				29,216
Commitments and contingencies
Redeemable noncontrolling interest		1,423,180				1,494,732
Shareholders’ deficit
Class A ordinary shares, $0.0001 par value; 500,000,000 shares    authorized; 127,920,274 and 59,880,347 issued and outstanding as    of September 30, 2024 and December 31, 2023, respectively		13				6
Class B ordinary shares, $0.0001 par value; 500,000,000 shares    authorized; 163,741,676 and 168,297,916 issued and outstanding as    of September 30, 2024 and December 31, 2023, respectively		16				17
Additional paid-in capital		199,509				36,114
Accumulated other comprehensive (loss) gain		321				130
Accumulated deficit		(1,179,571	)			(1,139,663	)
Total shareholders' deficit		(979,712	)			(1,103,396	)
Total liabilities and shareholders' deficit	$	474,793			$	420,552

 

 

 

 

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ProKidney Corp. and Subsidiaries

Consolidated Statements of Operations - Unaudited

(in thousands, except for share and per share data)

 

		Three Months Ended September 30,								Nine Months Ended September 30,
		2024				2023				2024				2023
Operating expenses
Research and development		$	31,250			$	32,198			$	87,887			$	84,179
General and administrative			17,723				14,419				44,218				43,133
Total operating expenses			48,973				46,617				132,105				127,312
Operating loss			(48,973	)			(46,617	)			(132,105	)			(127,312	)
Other income (expense):
Interest income			5,580				5,541				14,960				16,803
Interest expense			(2	)			(2	)			(7	)			(9	)
Net loss before income taxes			(43,395	)			(41,078	)			(117,152	)			(110,518	)
Income tax (benefit) expense			(2,342	)			913				(2,300	)			3,205
Net loss before noncontrolling    interest			(41,053	)			(41,991	)			(114,852	)			(113,723	)
Net loss attributable to noncontrolling interest			(23,143	)			(31,007	)			(74,944	)			(83,956	)
Net loss available to Class A ordinary shareholders		$	(17,910	)		$	(10,984	)		$	(39,908	)		$	(29,767	)
Weighted average Class A ordinary shares outstanding:
Basic and diluted			126,173,463				61,592,876				87,818,229				61,565,298
Net loss per share attributable to Class A ordinary shares:
Basic and diluted		$	(0.14	)		$	(0.18	)		$	(0.45	)		$	(0.48	)

 

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ProKidney Corp. and Subsidiaries

Consolidated Statements of Cash Flows - Unaudited

(in thousands)

 

 

 

		Nine Months Ended September 30,
		2024				2023
Cash flows from operating activities
Net loss before noncontrolling interest		$	(114,852	)		$	(113,723	)
Adjustments to reconcile net loss before noncontrolling interest to net cash flows used    in operating activities:
Depreciation and amortization			3,858				2,707
Equity-based compensation			22,424				37,216
Gain on marketable securities, net			(5,521	)			(3,675	)
Impairment charges			5,324				–
Loss on disposal of equipment			186				21
Changes in operating assets and liabilities
Interest receivable			(3,728	)			(714	)
Prepaid and other assets			(8,489	)			5,094
Accounts payable and accrued expenses			(114	)			7,774
Income taxes payable			(1,268	)			615
Net cash flows used in operating activities			(102,180	)			(64,685	)
Cash flows from investing activities
Purchases of marketable securities			(277,291	)			(301,701	)
Sales and maturities of marketable securities			286,625				100,187
Purchase of equipment and facility expansion			(4,000	)			(32,625	)
Net cash flows provided by (used in) investing activities			5,334				(234,139	)
Cash flows from financing activities
Proceeds from sales of Class A ordinary shares, net of offering costs			144,325				–
Payments on finance leases			(40	)			(39	)
Net cash flows provided by (used in) financing activities			144,285				(39	)
Net change in cash and cash equivalents			47,439				(298,863	)
Cash, beginning of period			60,649				490,252
Cash, end of period		$	108,088			$	191,389
Supplemental disclosure of non-cash investing and financing activities:
Right of use assets obtained in exchange for lease obligations		$	2,621			$	714
Exchange of Class B ordinary shares		$	15,357			$	64
Impact of equity transactions and compensation on redeemable noncontrolling interest		$	18,748			$	3,207
Change in redemption value of noncontrolling interest		$	–			$	79
Equipment and facility expansion included in accounts payable and    accrued expenses		$	910			$	1,386

 

 

 

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v3.24.3

Document And Entity Information	Nov. 12, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 12, 2024
Entity Registrant Name	PROKIDNEY CORP.
Entity Central Index Key	0001850270
Entity Emerging Growth Company	true
Entity File Number	001-40560
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	98-1586514
Entity Address, Address Line One	2000 Frontis Plaza Blvd.
Entity Address, Address Line Two	Suite 250
Entity Address, City or Town	Winston-Salem
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	27103
City Area Code	336
Local Phone Number	999-7019
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Ex Transition Period	false
Title of 12(b) Security	Class A ordinary shares, $0.0001 par value per share
Trading Symbol	PROK
Security Exchange Name	NASDAQ

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