Humacyte (Nasdaq: HUMA) prices $20M registered direct stock sale
Rhea-AI Filing Summary
Humacyte, Inc. is raising $20 million through a registered direct offering of 25,000,000 shares of common stock at $0.80 per share. After placement fees and expenses, net proceeds are expected to be about $18.4 million.
The cash will support commercialization of Symvess in the vascular trauma indication, a planned Biologics License Application supplement for a hemodialysis use, related Phase 3 activities, broader pipeline development, and general corporate purposes. The offering, led by institutional investors, is expected to close on or about March 20, 2026, subject to customary conditions.
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Insights
Humacyte raises $20M in equity to fund Symvess launch and late-stage programs.
Humacyte has priced a registered direct offering of 25,000,000 common shares at $0.80 per share, for expected gross proceeds of $20 million and net proceeds of about $18.4 million. All shares are newly issued, so this is a primary capital raise rather than a shareholder resale.
The company plans to use the funds to commercialize Symvess in the vascular trauma indication, support a planned Biologics License Application supplement in hemodialysis with an upcoming Phase 3 read-out, advance pipeline product candidates, and for working capital and general corporate purposes. A shelf registration on Form S-3 underlies the transaction, and Titan Partners acts as sole placement agent.
For investors, this is a standard biotech financing: it trades near-term equity dilution for additional runway to pursue commercialization and regulatory milestones. Actual impact will depend on execution of the Symvess launch and the results and timing of the planned Phase 3 hemodialysis program and subsequent regulatory interactions.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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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:
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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 1.01. Entry into a Material Definitive Agreement.
On March 19, 2026, Humacyte, Inc. (the “Company”) entered into certain securities purchase agreements (the “Purchase Agreements”) pursuant to which the Company agreed to issue and sell to certain investors in a registered direct offering (the “Offering”) 25,000,000 shares of the Company’s common stock, $0.0001 par value per share, at a price of $0.80 per share (the “Shares”).
The net proceeds to the Company from the Offering are expected to be approximately $18,400,000, after deducting the placement agent’s fees and estimated Offering expenses payable by the Company. The Offering is expected to close on or about March 20, 2026, subject to the satisfaction of customary closing conditions.
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 (the “Commission”) on September 12, 2025 and declared effective by the Commission on September 22, 2025.
On March 19, 2026, the Company also entered into a placement agent agreement (the “Placement Agreement”) with Titan Partners Group LLC, a division of American Capital Partners, LLC, as the placement agent (the “Placement Agent”), in connection with the Offering. Pursuant to the terms of the Placement Agreement, the Placement Agent agreed to use reasonable best efforts to arrange for the sale of the Shares.
The Purchase Agreements and Placement Agreement each contain customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Placement Agent, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), and termination provisions. The representations, warranties and covenants contained in each of the Purchase Agreements and Placement Agreement were made only for purposes of each such agreement and are as of specific dates, are not for the benefit of any party other than the parties thereto (except with respect to certain representations and warranties in the Purchase Agreements that are for the benefit of the Placement Agent), and are not intended as documents for investors and the public to obtain factual information about the current state of affairs of the parties thereto. Rather, investors and the public should look to other disclosures contained in the Company’s annual, quarterly and current reports the Company may file with the Commission.
The form of Purchase Agreement and the Placement Agreement are filed as Exhibits 10.1 and 10.2, respectively, hereto and are incorporated herein by reference. The foregoing descriptions of the terms of the Purchase Agreements and the Placement Agreement are qualified in their entirety by reference to the form of Purchase Agreement and the Placement Agreement, respectively.
The legal opinion of Covington & Burling LLP relating to the Shares is filed herewith as Exhibit 5.1.
Item 7.01. Regulation FD Disclosure.
On March 19, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information contained in this Item 7.01 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, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number |
Description | |
| 5.1 | Opinion of Covington & Burling LLP. | |
| 10.1 | Form of Securities Purchase Agreement, dated as of March 19, 2026, by and between Humacyte, Inc. and the investors. | |
| 10.2 | Placement Agent Agreement, dated as of March 19, 2026, by and between Humacyte, Inc. and Titan Partners Group LLC, a division of American Capital Partners, LLC. | |
| 23.1 | Consent of Covington & Burling LLP (contained in Exhibit 5.1). | |
| 99.1 | Press release, dated March 19, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: March 19, 2026 | By: | /s/ Dale A. Sander | |
| Name: | Dale A. Sander | ||
| Title: | Chief Financial Officer, Chief Corporate Development Officer and Treasurer | ||
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Exhibit 99.1
Humacyte, Inc. Announces Pricing of $20 Million Registered Direct Offering of Common Stock
Net proceeds from the offering will fund the commercialization of Symvess® in the vascular trauma indication and provide funding beyond key milestones such as the upcoming read-out of Phase 3 results in hemodialysis
The offering was led by a new life science dedicated investor and a long-only mutual fund
DURHAM, N.C., March 19, 2026 – Humacyte, Inc. (Nasdaq: HUMA), a commercial-stage biotechnology platform company developing universally implantable, bioengineered human tissues at commercial scale, today announced that it has entered into a securities purchase agreement with several new institutional investors for the purchase and sale of 25,000,000 shares of common stock pursuant to a registered direct offering. The offering was led by a new life science dedicated investor and a long-only mutual fund. The gross proceeds from this offering are expected to be $20 million, before deducting offering expenses. The offering is expected to close on or about March 20, 2026, subject to satisfaction of customary closing conditions. All of the shares of common stock are being sold by Humacyte.
Titan Partners, a division of American Capital Partners, is acting as sole placement agent for the offering.
Humacyte intends to use the net proceeds that it will receive from the offering to fund the commercialization of Symvess in the vascular trauma indication, the planned filing of a Biologics License Application supplement in a hemodialysis indication and related activities including the upcoming read-out of Phase 3 results, the development of the product candidates in Humacyte’s pipeline and for working capital and general corporate purposes.
A shelf registration statement on Form S-3 (No. 333-290231) was previously filed with the Securities and Exchange Commission (the “SEC”) on September 12, 2025 and declared effective by the SEC on September 22, 2025. The securities are being offered by means of a prospectus supplement and accompanying prospectus relating to the offering that form a part of the registration statement. The prospectus supplement relating to and describing the terms of the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Before investing in the offering, you should read each of the prospectus supplement and the accompanying prospectus relating to the offering in their entirety as well as the other documents that Humacyte has filed with the SEC that are incorporated by reference in the prospectus supplement and the accompanying prospectus relating to the offering, which provide more information about Humacyte and the offering. Copies of the prospectus supplement, when available, and accompanying prospectus relating to the offering may be obtained from Titan Partners Group LLC, a division of American Capital Partners, LLC, 4 World Trade Center, 49th Floor, New York, NY 10007, by phone at (929) 833-1246 or by email at prospectus@titanpartnersgrp.com.
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 a commercial-stage biotechnology platform company developing universally implantable, bioengineered human tissues at commercial scale, and in the first quarter of 2025 commenced the United States commercial launch of Symvess, its first FDA-approved product. Humacyte is pioneering the development and manufacture of off-the-shelf, universally implantable, bioengineered human tissues, advanced tissue constructs and organ systems with the goal of improving the lives of patients and transforming the practice of medicine. Humacyte believes its regenerative medicine technology has the potential to overcome limitations in existing standards of care and address the lack of significant innovation in products that support tissue repair, reconstruction and replacement. Humacyte is leveraging its novel, scalable technology platform to develop proprietary, bioengineered, acellular human tissues for use in the treatment of diseases and conditions across a range of anatomic locations in multiple therapeutic areas.
For uses other than the U.S. Food and Drug Administration (“FDA”) approval in the extremity vascular trauma indication, the acellular tissue engineered vessel (“ATEV”) is an investigational product and has not been approved for sale by the FDA or any other 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 Humacyte believes that it has a reasonable basis for each forward-looking statement contained in this press release, Humacyte cautions you that these statements are based on a combination of facts and factors currently known by it and its projections of the future, about which Humacyte cannot be certain. Forward-looking statements in this press release include, but are not limited to, statements regarding the timing and satisfaction of customary closing conditions of the offering; the anticipated use of proceeds from the offering; Humacyte’s plans and ability to commercialize Symvess and, if approved by regulatory authorities, its product candidates, successfully and on Humacyte’s anticipated timelines; Humacyte’s ability to manufacture Symvess and, if approved by regulatory authorities, its product candidates in sufficient quantities to satisfy its clinical trial and commercial needs; the anticipated benefits of the ATEVs relative to existing alternatives; Humacyte’s ability to design, initiate and successfully complete clinical trials and other studies for its product candidates and its plans and expectations regarding ongoing or planned clinical trials; Humacyte’s plans and ability to execute product development, process development and preclinical development efforts successfully and on its anticipated timelines; and Humacyte’s plans, anticipated timeline and ability to file applications for, and obtain marketing approvals from the FDA and other regulatory authorities for the ATEVs and product candidates. Humacyte 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 Humacyte’s Annual Report on Form 10-K for the year ended December 31, 2024 and in Humacyte’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, 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 Humacyte or any other person that Humacyte will achieve its objectives and plans in any specified time frame, or at all. Except as required by law, Humacyte has 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 Humacyte’s 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
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