UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 2)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
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Trading |
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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.
Explanatory Note
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 13, 2024 (the “Effective Date”), the Company entered into a Separation Agreement (the “Separation Agreement”) with Dr. Bertram. The Separation Agreement provides, among other things, that (i) the Company will pay Dr. Bertram severance pay equal to $620,000, (ii) Dr. Bertram will be eligible to receive a bonus of up to 60% of his base salary in respect of calendar year 2023, (iii) the Company will pay 100% of the premium costs for Dr. Bertram’s COBRA or Medicare health insurance through May 31, 2025, so long as Dr. Bertram remains eligible for and enrolls in such coverage, (iv) the Company will reimburse Dr. Bertram for legal fees incurred in connection with the Separation Agreement up to a cap of $20,000, and (v) subject to the terms of the applicable award agreements, Dr. Bertram will have 90 days following the Effective Date to exercise options that were vested as of the Separation Date. The Separation Agreement also includes a standard release and waiver by Dr. Bertram and other customary provisions.
The foregoing description of the Separation Agreement is not complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
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(d) |
Exhibits. |
The exhibits filed as part of this Current Report on Form 8-K are listed in the index to exhibits immediately preceding the signature page to this Current Report on Form 8-K, which index to exhibits is incorporated herein by reference.
Exhibit No. |
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Description of Exhibit |
10.2 |
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Separation Agreement, dated March 13, 2024, by and between ProKidney, LLC and Tim Bertram, Ph.D. |
104 |
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Cover Page Interactive Data File (embedded within Inline XBRL document) |
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.
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PROKIDNEY CORP. |
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Date: |
March 18, 2024 |
By: |
/s/ Todd Girolamo |
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Name: Todd Girolamo |