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HUMA files 8-K furnishing Q2 2025 press release; no financials in filing

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Humacyte, Inc. furnished a press release reporting its financial results for the fiscal second quarter ended June 30, 2025. The press release is attached as Exhibit 99.1 and is incorporated by reference into this Current Report, but the body of the Form 8-K does not include the underlying financial figures or tables.

The filing explicitly states that the information, including the exhibit, "shall not be deemed filed" for purposes of Section 18 of the Exchange Act and will not be incorporated by reference in other filings except by specific reference. The report also identifies the company as an emerging growth company and lists its securities as Common Stock (HUMA) and Redeemable Warrants (HUMAW) on Nasdaq. The filing includes Exhibit 99.1 and the Cover Page Interactive Data File (Exhibit 104).

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Routine Form 8-K furnishing a Q2 press release; the filing itself contains no financial statements, so immediate material impact is limited.

The company used Item 2.02 to furnish its fiscal Q2 2025 press release as Exhibit 99.1 and included the Inline XBRL cover page as Exhibit 104. The filing reiterates that the furnished materials are not "filed" under Section 18, which preserves limits on incorporation by reference. For investors, the actionable financial details will appear in the attached press release rather than in this Form 8-K text.

TL;DR: Administrative disclosure consistent with standard SEC practice; the "not filed" language maintains company control over incorporation of the release.

This 8-K follows common governance practice by furnishing a press release and explicitly stating the exhibit will not be treated as "filed" under the Exchange Act. The form lists exhibits clearly (99.1 and 104) and confirms emerging growth company status. There are no governance changes, officer departures, or material agreements disclosed in this report.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
0001818382FALSE00018183822025-08-112025-08-110001818382us-gaap:CommonStockMember2025-08-112025-08-110001818382us-gaap:WarrantMember2025-08-112025-08-11

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):  August 11, 2025
Humacyte, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-3953285-1763759
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)(I.R.S. Employer
Identification Number)
2525 East North Carolina Highway 54
Durham, NC27713
(Address of principal executive offices)(Zip code)

(919313-9633
(Registrant’s telephone number, including area code)
Not Applicable 
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which
registered
Common Stock, par value $0.0001 per shareHUMAThe Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50HUMAWThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o




Item 2.02. Results of Operations and Financial Condition
On August 11, 2025, Humacyte, Inc. issued a press release regarding its financial results for its fiscal second quarter ended June 30, 2025. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information contained herein, including the exhibit attached hereto, 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 of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number
Description
99.1
Press release, dated August 11, 2025.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).
1


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: August 11, 2025
By: /s/ Dale A. Sander
Name:Dale A. Sander
Title:Chief Financial Officer, Chief Corporate Development Officer and Treasurer
2

FAQ

What did Humacyte (HUMA) disclose in this Form 8-K?

The company furnished a press release reporting its fiscal second quarter ended June 30, 2025 results as Exhibit 99.1; the 8-K does not include the underlying financial figures.

Is the press release included in the filing considered "filed" with the SEC?

No. The filing states the furnished information, including the exhibit, "shall not be deemed filed" for purposes of Section 18 of the Exchange Act and is not incorporated by reference except by specific reference.

Which exhibits were attached to the Humacyte 8-K?

Exhibit 99.1 is the press release dated August 11, 2025, and Exhibit 104 is the Cover Page Interactive Data File (Inline XBRL).

Does this 8-K include financial statements or tables for Q2 2025?

No. The Form 8-K furnishes a press release but does not contain financial statements, tables, or detailed results within the filing text.

What securities of Humacyte are listed and on which exchange?

Humacyte's Common Stock (HUMA) and Redeemable Warrants (HUMAW) are registered on The Nasdaq Stock Market LLC.