Humacyte, Inc. Files 8-K for Material Definitive Agreement

TL;DR

Humacyte just signed a big deal, filing an 8-K. Details to follow.

AI Summary

Humacyte, Inc. announced on February 29, 2024, that it entered into a material definitive agreement. The company, formerly known as Alpha Healthcare Acquisition Corp., is incorporated in Delaware and operates in the biological products sector. This filing is a current report under the Securities Exchange Act of 1934.

Why It Matters

This filing indicates a significant new agreement for Humacyte, Inc., which could impact its business operations and financial standing. Investors should monitor subsequent disclosures for details on the agreement's terms and implications.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities, and the lack of specific details in this initial filing warrants a medium risk assessment.

Key Numbers

• 001-39532 — SEC File Number (Identifies the company's filing history)
• 85-1763759 — IRS Employer Identification Number (Tax identification for the company)

Key Players & Entities

• Humacyte, Inc. (company) — Registrant
• Alpha Healthcare Acquisition Corp. (company) — Former company name
• February 29, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, par value $0.0001 per share HUMA The Nasdaq Stock Market
• $11.50 — of Common Stock at an exercise price of $11.50 HUMAW The Nasdaq Stock Market LLC Ind
• $3.00 — per share, at a price to the public of $3.00 per share (the "Firm Shares"). The Comp
• $37.4 m — fering are expected to be approximately $37.4 million, after deducting underwriting dis
• $43.1 million — ons and estimated Offering expenses, or $43.1 million if the Underwriters exercise in full th

Filing Documents

• huma-20240229.htm (8-K) — 36KB
• huma02292024exhibit11.htm (EX-1.1) — 310KB
• huma02292024exhibit51.htm (EX-5.1) — 12KB
• huma-20240229xexx991.htm (EX-99.1) — 13KB
• huma-20240229xexx992.htm (EX-99.2) — 15KB
• image_0.jpg (GRAPHIC) — 21KB
• image_02.jpg (GRAPHIC) — 21KB
• letterheada.jpg (GRAPHIC) — 15KB
• 0001818382-24-000026.txt ( ) — 708KB
• huma-20240229.xsd (EX-101.SCH) — 2KB
• huma-20240229_def.xml (EX-101.DEF) — 16KB
• huma-20240229_lab.xml (EX-101.LAB) — 30KB
• huma-20240229_pre.xml (EX-101.PRE) — 16KB
• huma-20240229_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On February 29, 2024, Humacyte, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Cowen and Company, LLC and Cantor Fitzgerald & Co. as representatives of the several underwriters named therein (collectively, the "Underwriters"), relating to the issuance and sale in an underwritten offering (the "Offering") of 13,400,000 shares of the Company's common stock, $0.0001 par value per share, at a price to the public of $3.00 per share (the "Firm Shares"). The Company also granted the Underwriters a 30-day option to purchase up to an additional 2,010,000 shares of the Company's common stock at the same price as the Firm Shares (the "Option Shares" and, together with the Firm Shares, the "Shares"). The net proceeds to the Company from the Offering are expected to be approximately $37.4 million, after deducting underwriting discounts and commissions and estimated Offering expenses, or $43.1 million if the Underwriters exercise in full their option to purchase the Option Shares. The Offering is expected to close on March 5, 2024, subject to the satisfaction of customary closing conditions. The Offering is being made pursuant to the Company's effective shelf registration statement on Form S-3 (File No. 333-267225), which was previously filed with the U.S. Securities and Exchange Commission on September 1, 2022 and declared effective by the Securities and Exchange Commission on September 9, 2022. The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and are as of specific dates, were solely for the be

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On February 29, 2024, the Company issued press releases announcing the commencement of the Offering and the pricing of the Offering. Copies of the press releases are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein. The information contained in this Item 7.01 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 1.1 Underwriting Agreement, dated February 29, 2024, by and among Humacyte, Inc., and Cowen and Company, LLC and Cantor Fitzgerald & Co. as representatives of the Underwriters. 5.1 Opinion of Covington & Burling LLP. 23.1 Consent of Covington & Burling LLP (included in Exhibit 5.1). 99.1 Press release, dated February 29, 2024. 99.2 Press release, dated February 29 , 202 4 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 1 SIGNATURE 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. HUMACYTE, INC. Date: March 4, 2024 By: /s/ Dale A. Sander Name: Dale A. Sander Title: Chief Financial Officer, Chief Corporate Development Officer and Treasurer 2

View Full Filing

View this 8-K filing on SEC EDGAR