Humacyte, Inc. 8-K Filing

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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
• $38 million — the Company will pay to the Purchasers $38 million in cash and will issue an aggregate of
• $38 million — d direct offering (the "Offering"). The $38 million cash payment is expected to be funded b

Filing Documents

• tm2533185d2_8k.htm (8-K) — 32KB
• tm2533185d2_ex5-1.htm (EX-5.1) — 11KB
• tm2533185d2_ex5-1img001.jpg (GRAPHIC) — 8KB
• tm2533185d2_ex5-1img002.jpg (GRAPHIC) — 5KB
• tm2533185d2_ex5-1img003.jpg (GRAPHIC) — 2KB
• 0001104659-25-120915.txt ( ) — 278KB
• huma-20251215.xsd (EX-101.SCH) — 4KB
• huma-20251215_def.xml (EX-101.DEF) — 26KB
• huma-20251215_lab.xml (EX-101.LAB) — 37KB
• huma-20251215_pre.xml (EX-101.PRE) — 25KB
• tm2533185d2_8k_htm.xml (XML) — 6KB

02. Termination of a Material Definitive Agreement

Item 1.02. Termination of a Material Definitive Agreement On December 15, 2025, the Humacyte, Inc. (the "Company") and Humacyte Global, Inc. ("Global") agreed with TPC Investments III LP and TPC Investments Solutions LP (collectively, the "Purchasers"), and Hook SA LLC, as agent for the Purchasers (the "Purchasers' Agent"), to terminate the Revenue Interest Purchase Agreement, dated as of May 12, 2023, as amended (the "Purchase Agreement"), by and among the Company, Global, the Purchasers and the Purchasers' Agent. The parties also agreed to terminate the option agreement, dated as of May 12, 2023 (the "Option Agreement"). As consideration for the termination of the Purchase Agreement and the Option Agreement and the satisfaction of all obligations owing thereunder, the Company will pay to the Purchasers $38 million in cash and will issue an aggregate of 5,725,190 shares of the Company's common stock, par value 0.0001 per share (the "Shares"), to the Purchasers in a registered direct offering (the "Offering"). The $38 million cash payment is expected to be funded by proceeds from a new credit facility. The Offering is being made pursuant to the Company's effective shelf registration statement on Form S-3 (File No. 333-290231), which was previously filed with the U.S. Securities and Exchange Commission on September 12, 2025 and declared effective by the Securities and Exchange Commission on September 22, 2025. The Offering is expected to close on December 15, 2025, subject to the satisfaction of customary closing conditions. A copy of the opinion of Covington & Burling LLP relating to the validity of the Shares to be issued in the Offering is attached as Exhibit 5.1 hereto. The information contained in this Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares, nor shall there be any offer, solicitation or sale of the Shares in any jurisdiction in which such offer, solicitation or sale would be unlawf

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 5.1 Opinion of Covington & Burling LLP. 23.1 Consent of Covington & Burling LLP (contained in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 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: December 15, 2025 By: /s/ Dale A. Sander Name: Dale A. Sander Title: Chief Financial Officer, Chief Corporate Development Officer and Treasurer

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View this 8-K filing on SEC EDGAR