Humacyte Inc SEC Filings

Humacyte, Inc. entered into a Sales Agreement with TD Securities (USA) LLC, as agent, that permits it to offer and sell, from time to time, its common stock with an aggregate offering price of up to $60,000,000 in an at the market offering under a previously filed and effective registration statement.

TD Securities (USA) LLC, referred to as TD Cowen, will use commercially reasonable efforts to execute sales on the Nasdaq Global Select Market or other permitted markets, and may also sell shares in negotiated transactions if expressly authorized. TD Cowen will receive a commission of up to 3.0% of the gross proceeds from any share sales. Humacyte plans to use any net proceeds to fund commercialization of Symvess® in the vascular trauma indication, advance its product candidates, and for working capital and general corporate purposes. The agreement can end once all shares are sold or be terminated by either party on ten days’ notice, with additional termination rights for TD Cowen in certain circumstances.

Humacyte, Inc. plans to sell up to $60,000,000 of common stock through an at‑the‑market program with TD Securities (USA) LLC (TD Cowen), which will act as sales agent on Nasdaq and other trading markets. Humacyte will compensate TD Cowen with a commission of up to 3% of the gross sales price on any shares sold.

The company expects to use any net proceeds to fund commercialization of its FDA‑approved Symvess product for the vascular trauma indication, advance additional bioengineered tissue product candidates, and for working capital and general corporate purposes. Humacyte reports 158,835,303 shares of common stock outstanding as of September 30, 2025, and illustrates issuance of additional shares under the program, which would dilute existing holders. The broader shelf registration explains that, because existing cash and an equity facility will not fund operations for more than one year beyond the relevant filing date without new capital, there is substantial doubt about the company’s ability to continue as a going concern, underscoring the importance of external financing like this offering.

Humacyte, Inc. entered into a senior secured term loan facility of up to $77,500,000 maturing on December 1, 2029 with Avenue Venture Opportunities Fund II, L.P. The facility includes a $40 million first tranche funded at closing, a $12.5 million delayed draw available between October 1, 2026 and March 31, 2027 subject to revenue, regulatory and liquidity conditions, and a $25 million delayed draw available between July 1, 2027 and June 30, 2028 at the lenders’ discretion, also subject to conditions.

The term loans bear interest at the greater of 11.50% or the Wall Street Journal Prime Rate plus 4.50%, with interest-only payments and principal amortization starting December 1, 2027 or, if the second tranche is drawn, December 1, 2028. Humacyte granted Avenue a warrant expiring December 15, 2030 to purchase shares of common stock based on up to $5,037,500 divided by an exercise price set as the lower of $1.28 or the lowest cash sale price in certain equity offerings through March 31, 2026, subject to adjustments, and lenders may convert up to $2,500,000 of loan principal into common stock at 130% of the warrant price. The loans are secured by substantially all assets, carry 3%, 2% or 1% prepayment premiums depending on timing, and proceeds may be used for working capital, general business needs and repayment of existing indebtedness.

Humacyte, Inc. will issue 5,725,190 shares of common stock and pay $38 million in cash to end a revenue interest purchase agreement and a related option agreement with certain investment funds, in satisfaction of all obligations under those contracts.

The $38 million payment is expected to be funded with proceeds from a new credit facility, while the shares will be issued in a registered direct offering under an existing shelf registration statement. The offering is expected to close on December 15, 2025, subject to customary closing conditions.

Humacyte, Inc. reported that it has terminated its Open Market Sale Agreement™ with Jefferies LLC. This agreement had allowed the company to offer and sell shares of its common stock from time to time, with an aggregate offering price of up to $80,000,000 through Jefferies acting as sales agent. The company delivered a notice of termination on November 21, 2025, and the termination becomes effective 10 days after that date. Humacyte states that it is not subject to any termination penalties in connection with ending this agreement.

Humacyte, Inc. (HUMA) reported an equity award to a senior executive. The company’s CFO and Chief Corporate Development Officer, Dale A. Sander, reported acquiring 311,100 shares of Humacyte common stock on 11/16/2025 at a reported price of $0, reflecting a grant rather than an open-market purchase. Following this transaction, he beneficially owns 313,100 shares directly and 40,600 shares indirectly through his spouse.

The filing explains that these shares relate to restricted stock units (RSUs). The RSUs represent the right to receive one share of common stock for each unit, with 50% scheduled to vest on May 15, 2026 and the remaining 50% on May 15, 2027. This structure ties a significant portion of the executive’s compensation to the company’s future share performance over a two-year vesting period.

Humacyte, Inc. (HUMA) reported an equity award to its Chief Medical Officer, Shamik J. Parikh, on a Form 4. On 11/16/2025, Parikh acquired 311,100 shares of Humacyte common stock at a stated price of $0, linked to a grant of restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of common stock. The first 50% of these RSUs will vest on May 15, 2026, with the remaining 50% vesting on May 15, 2027, subject to the award’s conditions. Following this reported transaction, Parikh beneficially owns 318,600 shares of Humacyte common stock, held directly.

Humacyte, Inc. (HUMA)311,100 stock options$1.23 per share

According to the vesting schedule, the first one-third of the options becomes exercisable on February 14, 2026, the next one-third on November 16, 2026, and the final one-third on November 16, 2027. Following this grant, the reporting person indirectly beneficially owns 311,100 derivative securities through the spouse.

Humacyte, Inc. (HUMA) reported a stock option award to its President, CEO and Director, Laura E. Niklason. On November 16, 2025, she was granted stock options to purchase 311,100 shares of Humacyte common stock at an exercise price of $1.23 per share, expiring on November 16, 2035. The options vest in three equal installments: one-third becomes exercisable on February 14, 2026, another third on November 16, 2026, and the final third on November 16, 2027. Following this grant, she holds these derivative securities directly.