ProKidney sets up $200 million at-the-market stock sale facility with Jefferies

ProKidney Corp. disclosed in an 8-K filing that on October 29, 2026, it entered into an Open Market Sale Agreement with Jefferies LLC, under which the company may offer and sell shares of its Class A common stock from time to time through Jefferies acting as sales agent.¹

Under the terms of the deal, sales may occur through various methods that qualify as an "at the market" offering, including ordinary brokers' transactions, sales to or through a market maker, trading on Nasdaq Capital Market or other venues, over-the-counter sales, or privately negotiated transactions.¹ Jefferies will receive compensation of up to 3.0% of gross proceeds from shares sold under the agreement.¹ ProKidney will also reimburse Jefferies for certain specified and ongoing expenses related to the deal.¹

The company is not obligated to use the facility. ProKidney has no obligation to sell any shares under the agreement and may suspend the offering at any time.¹

The ability to sell shares depends on regulatory clearance. Any issuance and sale of shares will depend on the SEC declaring effective ProKidney's shelf registration statement on Form S-3, filed on October 29, 2026, which includes the prospectus covering this offering.¹ The company said there is no guarantee that the registration statement will become effective, or that it will remain effective if it does.¹

Once effective, ProKidney may sell shares under the prospectus up to a maximum aggregate offering price of $200,000,000 through the Jefferies agreement.¹ The filing noted that Jefferies has provided, and may continue to provide, financial advisory and investment banking services to ProKidney in the ordinary course of business, for which it has received or will receive customary fees.¹