Humacyte Announces Pricing of $15.0 Million Registered Direct Offering

Rhea-AI Summary

Humacyte (Nasdaq: HUMA) has announced a $15.0 million registered direct offering of common stock and warrants. The company will sell 2,808,988 shares of common stock and warrants to purchase an equal number of shares at $5.34 per share. Half of the warrants will expire in 180 days, while the other half will expire in four and a half years from issuance. The offering is expected to close around November 15, 2024. The proceeds will be approximately $15.0 million before expenses.

Positive

• Secured immediate funding of $15.0 million through registered direct offering

Negative

• Potential dilution of existing shareholders through issuance of 2,808,988 new shares
• Additional dilution risk from 2,808,988 warrant shares if exercised
• Relatively short-term financing solution indicating possible cash needs

Insights

Financial Analyst

This registered direct offering signals a significant capital raise but comes with notable dilution implications. The deal structure at $5.34 per share with a 1:1 warrant ratio is particularly aggressive, potentially indicating challenging market conditions for raising capital. The immediate exercisability of warrants and split expiration periods (180 days and 4.5 years) creates complex dynamics for future share price movements.

The total potential dilution could reach 20% if all warrants are exercised, considering the current market cap. While the capital injection strengthens the balance sheet, the warrant overhang and pricing structure may create near-term selling pressure. The timing and structure suggest urgency in raising funds, which could indicate accelerated cash burn or upcoming operational needs.

DURHAM, N.C., Nov. 14, 2024 (GLOBE NEWSWIRE) -- Humacyte, Inc. (Nasdaq: HUMA), a clinical-stage biotechnology platform company developing universally implantable, bioengineered human tissue at commercial scale, today announced that it entered into a securities purchase agreement with an institutional investor to purchase approximately $15.0 million worth of its common stock and warrants to purchase common stock in a registered direct offering.

Under the terms of the securities purchase agreement, the Company has agreed to sell 2,808,988 shares of its common stock and warrants to purchase up to 2,808,988 shares of common stock. 1,404,494 warrants will be exercisable immediately, have an exercise price of $5.34 per share, and will expire 180 days from the date of issuance. The additional 1,404,494 warrants will be exercisable immediately, have an exercise price of $5.34 per share, and will expire four and one-half years from the date of issuance. The purchase price for one share of common stock and one warrant will be $5.34.

The gross proceeds to the Company from the registered direct offering are estimated to be approximately $15.0 million before deducting offering expenses. The offering is expected to close on or about November 15, 2024, subject to the satisfaction of customary closing conditions.

The proposed offering of the common stock and warrants described above is being offered by the Company pursuant to a “shelf” registration statement on Form S-3 (File No. 333-267225) filed with the Securities and Exchange Commission (SEC) and declared effective by the SEC on September 9, 2022, and the accompanying prospectus contained therein.

The offering is being made only by means of a prospectus supplement and accompanying prospectus. A prospectus supplement describing the terms of the public offering will be filed with the SEC and will form a part of the effective registration statement.

Copies of the prospectus supplement and the accompanying prospectus relating to this offering may be obtained, when available, on the SEC’s website at http://www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Humacyte

Humacyte, Inc. (Nasdaq: HUMA) is developing a disruptive biotechnology platform to deliver universally implantable bioengineered human tissues, advanced tissue constructs, and organ systems designed to improve the lives of patients and transform the practice of medicine. The Company develops and manufactures acellular tissues to treat a wide range of diseases, injuries, and chronic conditions. Humacyte’s initial product candidates, a portfolio of ATEVs, are currently in late-stage clinical trials targeting multiple vascular applications, including vascular trauma repair, arteriovenous (AV) access for hemodialysis, and peripheral artery disease. A Biologics License Application for the ATEV in the vascular trauma indication is currently under review by the FDA and was granted Priority Review. Preclinical development is also underway in coronary artery bypass grafts, pediatric heart surgery, treatment of type 1 diabetes, and multiple novel cell and tissue applications. Humacyte’s 6mm ATEV for AV access in hemodialysis was the first product candidate to receive the FDA’s Regenerative Medicine Advanced Therapy (RMAT) designation and has also received FDA Fast Track designation. Humacyte’s 6mm ATEV for urgent arterial repair following extremity vascular trauma and for advanced PAD also have received an RMAT designations. The ATEV received priority designation for the treatment of vascular trauma by the U.S. Secretary of Defense. The ATEV is an investigational product and has not been approved for sale by the Food and Drug Administration or any international regulatory agency.

Forward-Looking Statements

This press release contains forward-looking statements that are based on beliefs and assumptions and on information currently available. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These statements involve risks, uncertainties, and other factors that may cause actual results, levels of activity, performance, or achievements to be materially different from the information expressed or implied by these forward- looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained in this press release, we caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain. Forward-looking statements in this press release include, but are not limited to, the statements regarding the anticipated closing of the offering; the anticipated use of proceeds from the offering; the outcome of the FDA’s review of our BLA seeking approval of the ATEV in the vascular trauma indication; the initiation, timing, progress, and results of our preclinical and clinical trials; the anticipated characteristics and performance of our ATEV; our ability to successfully complete preclinical and clinical trials for our ATEVs; the anticipated benefits of our ATEV relative to existing alternatives; the anticipated commercialization of our ATEVs and our ability to manufacture at commercial scale; the implementation of our business model and strategic plans for our business; and the timing or likelihood of regulatory filings, acceptances, and approvals. We cannot assure you that the forward-looking statements in this press release will prove to be accurate. These forward-looking statements are subject to a number of significant risks and uncertainties that could cause actual results to differ materially from expected results, including, among others, changes in applicable laws or regulations, the possibility that Humacyte may be adversely affected by other economic, business, and/or competitive factors, and other risks and uncertainties, including those described under the header “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, each filed by Humacyte with the SEC, and in future SEC filings. Most of these factors are outside of Humacyte’s control and are difficult to predict. Furthermore, if the forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. Except as required by law, we have no current intention of updating any of the forward-looking statements in this press release. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this press release.

Humacyte Investor Contact:
Joyce Allaire
LifeSci Advisors LLC
+1-617-435-6602
jallaire@lifesciadvisors.com
investors@humacyte.com

Humacyte Media Contact:
Rich Luchette
Precision Strategies
+1-202-845-3924
rich@precisionstrategies.com
media@humacyte.com

FAQ

What is the size of Humacyte's (HUMA) November 2024 registered direct offering?

Humacyte's registered direct offering is approximately $15.0 million, consisting of 2,808,988 shares of common stock and warrants to purchase an equal number of shares.

What is the exercise price of the warrants in Humacyte's (HUMA) November 2024 offering?

The warrants have an exercise price of $5.34 per share.

When do the warrants from Humacyte's (HUMA) November 2024 offering expire?

Half of the warrants expire in 180 days from issuance, and the other half expire in four and a half years from issuance.

When is Humacyte's (HUMA) November 2024 registered direct offering expected to close?

The offering is expected to close on or about November 15, 2024, subject to customary closing conditions.