ProKidney Corp-A美股招股说明书(2025-07-14版)

ClassA Common Stock We have entered into an Open Market Sale Agreement (the “Sales Agreement”) with Jefferies LLC(“Jefferies”) relating to our ClassA common stock, par value $0.0001 per share, offered by this prospectussupplement. In accordance with the terms of the Sales Agreement, we may offer and sell shares of our ClassAcommon stock having an aggregate offering price of up to $200,000,000 from time to time through Jefferies,acting as sales agent. Shares of our ClassA common stock are listed on the Nasdaq Capital Market under the symbol “PROK.” OnJuly 11, 2025, the last reported sale price of our ClassA common stock on the Nasdaq Capital Market was $4.54per share. Sales of our ClassA common stock, if any, under this prospectus supplement may be made in sales deemedto be an “at the market offering” as defined in Rule415(a)(4) promulgated under the Securities Act of 1933, asamended (the “Securities Act”). Jefferies is not required to sell any specific number or dollar amount ofsecurities, but will act as sales agent on a best efforts basis and use commercially reasonable efforts consistentwith its normal trading and sales practices, on mutually agreed terms between us and Jefferies. There is noarrangement for funds to be received in any escrow, trust or similar arrangement. Jefferies will be entitled to compensation at a commission rate up to 3.0% of the gross sales price per shareof ClassA common stock sold under the Sales Agreement. In connection with the sale of ClassA common stockon our behalf, Jefferies will be deemed to be an “underwriter” within the meaning of the Securities Act and thecompensationof Jefferies will be deemed to be underwriting commissions or discounts.See“Plan ofDistribution” beginning on page S-14for additional information regarding the compensation to be paid toJefferies. We have also agreed to provide indemnification and contribution to Jefferies with respect to certainliabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended(the“Exchange Act”). Investing in our ClassA common stock involves a high degree of risk. See the information containedunder“Risk Factors”beginning on page S-7 of this prospectus supplement and the documentsincorporated by reference herein. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT PAGEABOUT THIS PROSPECTUS SUPPLEMENTS-1PROSPECTUS SUPPLEMENT SUMMARYS-3THE OFFERINGS-6RISK FACTORSS-7SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-9USE OF PROCEEDSS-11DIVIDEND POLICYS-12DILUTIONS-13PLAN OF DISTRIBUTIONS-14CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSS-15LEGAL MATTERSS-20EXPERTSS-20WHERE YOU CAN FIND MORE INFORMATIONS-20INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCES-21 PROSPECTUS PAGEABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY2SPECIAL NOTE REGARDING THE DOMESTICATION4RISK FACTORS5SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS6USE OF PROCEEDS8PLAN OF DISTRIBUTION9DESCRIPTION OF CAPITAL STOCK11DESCRIPTION OF DEBT SECURITIES16DESCRIPTION OF WARRANTS22DESCRIPTION OF RIGHTS23DESCRIPTION OF UNITS24CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS25LEGAL MATTERS26EXPERTS26WHERE YOU CAN FIND MORE INFORMATION26INCORPORATION OF DOCUMENTS BY REFERENCE27 TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENT This document consists of two parts. The first part is this prospectus supplement, including the documentsincorporated by reference, which describes the specific terms of this offering and other matters relating to us. Thesecond part is the accompanying prospectus, which provides more general information about us and the securitieswe may offer from time to time, some of which may not apply to this offering. This prospectus supplement and theaccompanying prospectus are part of a shelf registration statement on FormS-3 that we filed with the Securities andExchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”). Under theshelf registration process, we may offer shares of our ClassA common stock having an aggregate offering price ofup to $200,000,000 from time to time under this prospectus supplement at prices and on terms to be determined bymarket conditions at the time of the offering. Each time we sell securities, we provide a prospectus supplement thatcontains specific information about the terms of that offering. A prospectus supplement may also add, update, orchange information contained in the accompanying prospectus. You should read both this prospectus supplementand the accompanying prospectus, together with the documents incorporated by reference and the additionalinformation described under the heading “Where You Can Find More Information” in this prospectus supplementand the accompanying prospectus before making an investment decision. To the extent there is a conflict between the information contained in this prospectus supplement and theaccompanying prospectus, you should rely on the information in this prospectus supplement. We have not,