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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):
May 4, 2026
Humacyte, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-39532 |
|
85-1763759 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
|
2525 East North Carolina Highway 54
Durham, NC |
|
27713 |
| (Address of principal executive offices) |
|
(Zip code) |
(919) 313-9633
(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:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-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 class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
| Common
Stock, par value $0.0001 per share |
|
HUMA |
|
The Nasdaq Stock Market LLC |
| Redeemable
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 |
|
HUMAW |
|
The 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 ¨
| 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. ¨ |
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing
On May 4, 2026, Humacyte, Inc. (the “Company”)
received a letter from the staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) providing notification
that, for the 30 consecutive business days ended May 1, 2026, the bid price for the Company’s common stock, par value $0.0001
per share (the “Common Stock”), had closed below the minimum $1.00 per share requirement for continued listing on The Nasdaq
Global Select Market under Nasdaq Listing Rule 5450(a)(1). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company
has been provided an initial period of 180 calendar days, or until November 2, 2026, to regain compliance. To regain compliance,
the closing bid price of the Common Stock must be $1.00 per share or more for a minimum of 10 consecutive business days at any time before
November 2, 2026. This notice has no immediate effect on the listing of the Common Stock, which continues to trade on The Nasdaq
Global Select Market under symbol “HUMA,” or on the Company’s business operations or its reporting obligations with
the Securities and Exchange Commission. If the Company regains compliance, Nasdaq will provide the Company with written confirmation and
will close the matter.
The Company intends to monitor the bid price of the Common Stock and
will consider options available to it to achieve compliance. There can be no assurance that the Company will regain compliance during
this period.
Forward-Looking Statements
This Current Report on Form 8-K 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 the Company believes that it has a reasonable basis for
each forward-looking statement contained in this Current Report on Form 8-K, the Company cautions you that these statements are based
on a combination of facts and factors currently known by the Company and the Company’s projections of the future, about which the
Company cannot be certain. Forward-looking statements in this Current Report on Form 8-K include, but are not limited to, the Company’s
ability to meet the bid price requirement during any compliance period or in the future or otherwise meet Nasdaq compliance standards;
that Nasdaq will grant the Company any relief from delisting as necessary or that the Company can ultimately meet applicable Nasdaq requirements
for any such relief; or the potential liquidity and trading of the Company’s securities. The Company cannot assure you that the
forward-looking statements in this Current Report on Form 8-K 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 the Company may be adversely affected by other economic,
business, competitive and/or reputational factors, and other risks and uncertainties, including those described under the header “Risk
Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed by the Company
with the SEC, and in future SEC filings including this Current Report on Form 8-K. Most of these factors are outside of the Company’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 the Company or any other person that the Company will achieve its objectives and plans in any specified time frame, or
at all. Except as required by law, the Company has no current intention of updating any of the forward-looking statements in this Current
Report on Form 8-K. You should, therefore, not rely on these forward-looking statements as representing the Company’s views
as of any date subsequent to the date of this Current Report on Form 8-K.
SIGNATURES
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: May 8, 2026 |
By: |
/s/ Dale A. Sander |
| |
|
Name: |
Dale A. Sander |
| |
|
Title: |
Chief Financial Officer, Chief Corporate Development Officer and Treasurer |
