Item 1.01 Entry into a Material Definitive Agreement.




On January 11, 2023, Tricida, Inc. (the "Company") executed a Restructuring
Support Agreement (the "Restructuring Support Agreement") with holders holding
in excess of 80% of the aggregate amount of the Company's 3.50% Convertible
Senior Notes due 2027 (the "Notes," and the holders thereof, the "Consenting
Noteholders").

The Restructuring Support Agreement includes milestones designed to facilitate
an expedited sale process meant to maximize the value of the Company's assets
while preserving cash for the benefit of the Company's estate and its creditors.
In furtherance of this goal, the Restructuring Support Agreement milestones
commit the Company to certain case milestones, including, among others, the
filing of a motion to approve sale, bidding, and notice procedures on the
petition date, as well as a timeline for filing of a disclosure statement and
liquidating plan, the entry of an order approving bid procedures, a qualified
bid deadline, an auction, if multiple bids are received, the entry of an order
approving the sale, and the entry of an order confirming a plan. Failure to meet
any of the case milestones set forth in the Restructuring Support Agreement
would allow the Consenting Noteholders to terminate the Restructuring Support
Agreement, reducing certainty and increasing costs to the detriment of the
Company, its estate, its stakeholders, and all parties in interest.

In addition, the Restructuring Support Agreement establishes a process for the
implementation of the liquidating plan through the creation of a liquidating
trust and sets up a general framework for the treatment of claims against and
equity interests in the Company. Finally, the Restructuring Support Agreement
contains certain negotiated releases for the Company, its directors and
officers, and the Consenting Noteholders, contains a commitment to pay
prepetition and, with court approval, postpetition professional fees and
expenses of the Consenting Noteholders, and contains a commitment to pay the
outstanding November 15, 2022 interest payment due under the Notes, which was
paid on January 11, 2023.

The foregoing summary of the terms and conditions of the Restructuring Support
Agreement does not purport to be complete and is qualified in its entirety by
reference to the full text of the Restructuring Support Agreement attached
hereto as Exhibit 10.1, which is incorporated herein by reference.

Item 1.03 Bankruptcy or Receivership.




On January 11, 2023, the Company filed a voluntary petition for relief under
chapter 11 ("Chapter 11") of Title 11 of the United States Code (the "Bankruptcy
Code") in the United States Bankruptcy Court for the District of Delaware
("Bankruptcy Court") thereby commencing a Chapter 11 case for the Company (Case
No. 23-10024). The Company will continue to operate its business as a "debtor in
possession" under the jurisdiction of the Bankruptcy Court and in accordance
with the applicable provisions of the Bankruptcy Code and orders of the
Bankruptcy Court. The Company is seeking approval of various "first day" motions
with the Bankruptcy Court, requesting customary relief intended to enable the
Company to continue its ordinary course operations and to facilitate an orderly
wind down of its operations. The Company intends to sell substantially all of
its assets during the bankruptcy case consistent with and pursuant to the
milestones set forth in the Restructuring Support Agreement.

The Company cannot be certain that holders of the Company's common stock will
receive any payment or other distribution on account of those shares following
the bankruptcy proceedings.

Additional information about the Chapter 11 case, including access to the Restructuring Support Agreement, is available online at http://www.kccllc.net/Tricida. The information on that website is not incorporated by reference and does not constitute part of this Current Report on Form 8-K.




Item 2.04          or an Obligation under an Off-Balance Sheet Arrangement.


As previously disclosed, on May 22, 2020, the Company entered into an indenture
(the "Indenture") with U.S. Bank National Association, as trustee ("US Bank"),
relating to the Company's Notes.

The bankruptcy filing described in Item 1.03 above constitutes an event of
default that accelerates the Company's obligations under the Indenture and the
Notes. The Indenture provides that upon the bankruptcy filing the principal and
interest due under the Indenture shall automatically become due and payable. Any
efforts to enforce such payment obligations under the Indenture are
automatically stayed as a result of the bankruptcy filing, and the creditors'
rights of enforcement in respect of the Indenture is subject to the applicable
provisions of the Bankruptcy Code.


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                   Departure of Directors or Certain Officers; Election of

Directors;


                   Appointment of Certain Officers; Compensatory Arrangements of Certain
Item 5.02          Officers.


On December 23, 2022, the Board of Directors (the "Board") of the Company
approved an increase in the size of the Board from seven to eight members and on
January 9, 2023, Thomas G. FitzGerald became a member of the Board. Mr.
FitzGerald will serve as a Class I director with a term expiring at the 2025
annual meeting of stockholders. The Board determined that Mr. FitzGerald
qualifies as an independent director pursuant to the listing standards of the
Nasdaq Stock Market. On January 10, 2023, the Board appointed Thomas G.
FitzGerald as the sole member of the Special Committee (as defined below).

Mr. FitzGerald has over 30 years of experience in bankruptcy & restructuring,
corporate finance, capital markets and forensic accounting. Since November 2019,
Mr. FitzGerald has served in various independent fiduciary and restructuring
roles at Drivetrain LLC, a New York based boutique fiduciary services firm.
Prior to Drivetrain, Mr. FitzGerald spent 10 years at Macquarie Group, an
Australian bank, as a Senior Managing Director in several roles. Prior to
Macquarie, Mr. FitzGerald held roles as a Managing Director at JPMorgan Chase
and Deutsche Bank and was a Senior Accountant at Price Waterhouse. Since 2021,
Mr. FitzGerald has served on the Board of Directors of Treehouse Real Estate
Investment Trust where he is a member of the Audit Committee and the Governance
& Nominating Committee. Mr. FitzGerald previously served as the Independent
Director and special committee member for Ventec Life Systems, Inc., a medical
device manufacturer, and served as the sole Independent Director and special
committee member for Wave Computing, Inc., a Silicon Valley based processor
technology company. Mr. FitzGerald has a B.S. in Finance and an M.B.A. from
Fordham University in New York.

In connection with the appointment of Mr. FitzGerald as a director, the Company
entered into an independent director agreement with Mr. FitzGerald ("Director
Agreement"), pursuant to which he is entitled to an advance monthly fee of
$25,000 per month ("Monthly Fees") as compensation for his services. The Company
shall pay the Monthly Fees corresponding to a period of no less than six (6)
months, regardless of whether Mr. FitzGerald's appointment ends for any reason
during that period or whether Mr. FitzGerald's successor, if any, has been duly
elected and appointed to the Board. The foregoing summary of the terms and
conditions of the Director Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the Director
Agreement attached hereto as Exhibit 10.2, which is incorporated herein by
reference.

Additionally, in connection with this appointment, the Company also entered into
an indemnification agreement with Mr. Fitzgerald that is in substantially the
same form as those entered into with other directors and executive officers of
the Company.

Mr. FitzGerald is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K and there are no arrangements or understandings between Mr. FitzGerald and any other persons pursuant to which he was appointed as director of the Company.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.




Effective January 10, 2023, the Board adopted an Amendment to the Amended and
Restated Bylaws of the Company (the "Bylaws Amendment"), a copy of which is
filed herewith as Exhibit 3.1. The Bylaws Amendment was adopted for the purpose
of establishing a single-member special committee of the Board (the "Special
Committee") to engage in the evaluation of any causes of action of the Company
in which a conflict of interest exists or is reasonably likely to exist between
the Company and certain related parties. The applicable provisions can be found
in Article II, Section 2.12 of the Amended and Restated Bylaws, attached hereto
as Exhibit 3.1, which is incorporated herein by reference.

This Current Report on Form 8-K includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Forward-looking statements relate to
expectations concerning matters that are not historical facts. Words such as
"projects," "believes," "anticipates," "plans," "expects," "intends," "may,"
"will," "could," "should," "would," and similar words and expressions are
intended to identify forward-looking statements. Forward-looking statements
involve risks and uncertainties that could cause actual results to differ
materially from those discussed in such forward-looking statements. Such risks
and uncertainties include, without limitation, the outcome of the Chapter 11
proceedings, the Company's contractual and financial obligations to key
suppliers and vendors; the Company's financial projections and cost estimates;
the Company's ability to raise additional funds; and risks associated with the
Company's business prospects, financial results and business operations. These
and other factors that may affect the Company's future business prospects,
results and operations are identified and described in more detail in the
Company's filings with the Securities and Exchange Commission (the "SEC"),
including the Company's most recent Annual Report filed on Form 10-K and the
subsequently filed Quarterly Report(s) on Form 10-Q. You should not place undue
reliance on these forward-looking


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statements, which speak only as of the date of this press release. Except as
required by applicable law, the Company does not intend to update any of the
forward-looking statements to conform these statements to actual results, later
events or circumstances or to reflect the occurrence of unanticipated events.


Item 9.01   Financial Statements and Exhibits.


(d) Exhibits.

Exhibit Number              Description

3.1                           Amended and Restated Bylaws of Tricida, Inc., dated January 10, 2023.

                              Restructuring Support Agreement between the Company and certain holders of
10.1                        the 3.50% Convertible Senior Notes due 2027, dated January 11, 2023.

                              Independent Director Agreement between the Company and Thomas G.
10.2                        FitzGerald.

104                         Cover Page Interactive Data File (embedded

within the Inline XBRL document).

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