Humacyte, Inc. Files 8-K for Material Agreement

TL;DR

Humacyte filed an 8-K for a new material agreement - check the details!

AI Summary

Humacyte, Inc. filed an 8-K on October 7, 2025, reporting a material definitive agreement entered into on October 6, 2025. The filing also includes Regulation FD disclosures and financial statements/exhibits. Humacyte, formerly Alpha Healthcare Acquisition Corp., is a biotechnology company focused on biological products.

Why It Matters

This filing indicates a significant new agreement for Humacyte, Inc., which could impact its business operations and financial standing. Investors should review the details of this material definitive agreement.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities, requiring careful investor scrutiny.

Key Players & Entities

• Humacyte, Inc. (company) — Registrant
• October 6, 2025 (date) — Date of earliest event reported
• October 7, 2025 (date) — Filing date
• Alpha Healthcare Acquisition Corp. (company) — Former company name

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
• $2.11 — e per Share and accompanying Warrant is $2.11. The Offering is expected to close on O
• $100,000 — an amount not to exceed an aggregate of $100,000. Additionally, the Placement Agent will

Filing Documents

• tm2528189d1_8k.htm (8-K) — 42KB
• tm2528189d1_ex4-1.htm (EX-4.1) — 90KB
• tm2528189d1_ex5-1.htm (EX-5.1) — 16KB
• tm2528189d1_ex10-1.htm (EX-10.1) — 212KB
• tm2528189d1_ex10-2.htm (EX-10.2) — 68KB
• tm2528189d1_ex99-1.htm (EX-99.1) — 14KB
• tm2528189d1_ex5-1img001.jpg (GRAPHIC) — 7KB
• tm2528189d1_ex5-1img002.jpg (GRAPHIC) — 5KB
• tm2528189d1_ex5-1img003.jpg (GRAPHIC) — 1KB
• tm2528189d1_ex99-1img001.jpg (GRAPHIC) — 5KB
• 0001104659-25-097591.txt ( ) — 781KB
• huma-20251006.xsd (EX-101.SCH) — 4KB
• huma-20251006_def.xml (EX-101.DEF) — 26KB
• huma-20251006_lab.xml (EX-101.LAB) — 37KB
• huma-20251006_pre.xml (EX-101.PRE) — 25KB
• tm2528189d1_8k_htm.xml (XML) — 6KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement On October 6, 2025, Humacyte, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement"), pursuant to which the Company agreed to issue and sell to certain investors in a registered direct offering (the "Offering") (i) 28,436,018 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 28,436,018 shares of Common Stock (the "Warrants"). The offering price per Share and accompanying Warrant is $2.11. The Offering is expected to close on October 8, 2025, subject to the satisfaction of customary closing conditions. The Shares and Warrants will be issued separately. The exercise price of each Warrant will be $2.11. Each Warrant will become exercisable 180 days following the date of issuance and will expire on April 7, 2031. 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, with the Company's consent, up to 9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. 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 rate transaction, in each case for a period of 30 days from the date of the Purchase Agreement, subject to certain exceptions. The Offering is being made

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On October 7, 2025, 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 6, 2025, by and between Humacyte, Inc. and the investors. 10.2* Placement Agent Agreement, dated as of October 6, 2025, by and between Humacyte, Inc. and D. Boral Capital LLC. 23.1 Consent of Covington & Burling LLP (contained in Exhibit 5.1). 99.1 Press release, dated October 7, 2025. 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, 2025 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