Humacyte, Inc. Enters Material Definitive Agreement

TL;DR

Humacyte just signed a big deal, filing an 8-K on Oct 4th.

AI Summary

On October 4, 2024, Humacyte, Inc. entered into a material definitive agreement. The company, formerly known as Alpha Healthcare Acquisition Corp. until July 16, 2020, is incorporated in Delaware and operates in the biological products sector.

Why It Matters

This filing indicates a significant new contract or partnership for Humacyte, Inc., which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements can carry inherent risks related to contract terms, performance obligations, and potential future disputes.

Key Players & Entities

• Humacyte, Inc. (company) — Registrant
• Alpha Healthcare Acquisition Corp. (company) — Former Company Name
• October 4, 2024 (date) — Date of Earliest Event Reported
• Delaware (jurisdiction) — State of Incorporation

FAQ

Key Financial Figures

• $0.0001 — h registered Common Stock, par value $0.0001 per share HUMA The Nasdaq Stock Mar
• $11.50 — of Common Stock at an exercise price of $11.50 HUMAW The Nasdaq Stock Market LLC
• $5.28 — e per Share and accompanying Warrant is $5.28. The Offering is expected to close on O
• $100,000 — an amount not to exceed an aggregate of $100,000. The Placement Agreement contains custo

Filing Documents

• tm2425697d1_8k.htm (8-K) — 40KB
• tm2425697d1_ex4-1.htm (EX-4.1) — 88KB
• tm2425697d1_ex5-1.htm (EX-5.1) — 15KB
• tm2425697d1_ex10-1.htm (EX-10.1) — 164KB
• tm2425697d1_ex10-2.htm (EX-10.2) — 67KB
• tm2425697d1_ex99-1.htm (EX-99.1) — 13KB
• tm2425697d1_ex5-1img001.jpg (GRAPHIC) — 9KB
• tm2425697d1_ex5-1img002.jpg (GRAPHIC) — 6KB
• tm2425697d1_ex5-1img003.jpg (GRAPHIC) — 2KB
• tm2425697d1_ex99-1img001.jpg (GRAPHIC) — 14KB
• tm2425697d1_ex99-1img002.jpg (GRAPHIC) — 8KB
• 0001104659-24-106404.txt ( ) — 757KB
• huma-20241004.xsd (EX-101.SCH) — 4KB
• huma-20241004_def.xml (EX-101.DEF) — 26KB
• huma-20241004_lab.xml (EX-101.LAB) — 37KB
• huma-20241004_pre.xml (EX-101.PRE) — 25KB
• tm2425697d1_8k_htm.xml (XML) — 6KB

01. Entry Into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement On October 4, 2024, Humacyte, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement"), pursuant to which the Company agreed to issue and sell to an investor in a registered direct offering (the "Offering") (i) 5,681,820 shares (the "Shares") of the Company's common stock, par value $0.0001 per share (the "Common Stock"), and (ii) warrants to purchase up to 5,681,820 shares of Common Stock (the "Warrants"). The offering price per Share and accompanying Warrant is $5.28. The Offering is expected to close on October 7, 2024, subject to the satisfaction of customary closing conditions. The Shares and Warrants will be issued separately. A holder of the Warrants will not have the right to exercise any portion of the Warrants if the holder, together with its affiliates and certain related parties, would beneficially own in excess of 4.99% (or, at the election of the holder, up to 9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. The exercise price of each Warrant will be $5.28. Each Warrant will be immediately exercisable and will expire (i) with respect to Warrants to purchase 2,840,910 shares of Common Stock, 180 days following the date of issuance and (ii) with respect to Warrants to purchase 2,840,910 shares of Common Stock, 1,640 days following the date of issuance. The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, including for liabilities under the Securities Act of 1933, as amended (the "Securities Act"), other obligations of the parties and termination provisions. In the Purchase Agreement, the Company has agreed not to (i) issue or enter into an agreement to issue any shares of Common Stock and/or Common Stock equivalents or (ii) effect or enter into an agreement to effect a variable ra

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On October 4, 2024, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is 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 4.1 Form of Warrant. 5.1 Opinion of Covington & Burling LLP. 10.1* Securities Purchase Agreement, dated as of October 4, 2024, by and between Humacyte, Inc. and the investor. 10.2 Placement Agent Agreement, dated as of October 4, 2024, by and between Humacyte, Inc. and EF Hutton LLC. 23.1 Consent of Covington & Burling LLP (contained in Exhibit 5.1). 99.1 Press release, dated October 4, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Certain personally identifiable information, marked by brackets, has been omitted from this exhibit pursuant to Item 601(A)(6) of Regulation S-K. 2 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: October 7, 2024 By: /s/ Dale A. Sander Name: Dale A. Sander Title: Chief Financial Officer, Chief Corporate Development Officer and Treasurer 3

View Full Filing

View this 8-K filing on SEC EDGAR