Humacyte (HUMA) prices 47.6M-share stock sale at $1.05 to fund Symvess
Rhea-AI Filing Summary
Humacyte, Inc. entered into an underwriting agreement for a public offering of its common stock. The company is issuing 47,619,048 shares at a public offering price of $1.05 per share, with underwriters holding a 30‑day option to buy up to 7,142,857 additional shares.
Gross proceeds are expected to be $50 million, with net proceeds of about $46.80 million, or $53.85 million if the option is fully exercised. Humacyte plans to use the cash to commercialize its Symvess product, support a planned Biologics License Application supplement in a hemodialysis indication, advance its pipeline, and for working capital and general corporate purposes.
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Insights
Humacyte raises ~$47–54M in a primary equity offering.
Humacyte is executing a fully underwritten common stock offering at $1.05 per share, issuing 47,619,048 shares with an underwriters’ 30‑day option for 7,142,857 more. Gross proceeds are expected to be $50M, with net proceeds around $46.8M to $53.85M.
The raise is conducted off an effective shelf registration statement on Form S‑3, with customary underwriting terms and closing conditions. All shares are sold by the company, so the transaction is a direct capital infusion rather than a secondary sale by existing holders.
Management intends to deploy the capital toward commercialization of Symvess, filing a Biologics License Application supplement for a hemodialysis indication, development of pipeline product candidates, and general corporate needs. Future filings and updates around Symvess commercialization and regulatory milestones in 2026 and beyond will help clarify how effectively this new capital is translated into growth.
8-K Event Classification
Key Figures
Key Terms
underwritten public offering financial
shelf registration statement regulatory
Biologics License Application supplement medical
forward-looking statements regulatory
book-running managers financial
emerging growth company regulatory
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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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 June 10, 2026, Humacyte, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc., BTIG, LLC and Titan Partners Group LLC, a division of American Capital Partners, LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the issuance and sale in an underwritten offering (the “Offering”), pursuant to which the Company agreed to issue and sell 47,619,048 shares of the Company’s common stock, $0.0001 par value per share, at a price to the public of $1.05 per share (the “Firm Shares”). The Company also granted the Underwriters a 30-day option to purchase up to an additional 7,142,857 shares of the Company’s common stock at the same price as the Firm Shares (the “Option Shares” and, together with the Firm Shares, the “Shares”).
The net proceeds to the Company from the Offering are expected to be approximately $46.80 million, after deducting the underwriting discounts and commissions and estimated Offering expenses payable by the Company, or approximately $53.85 million if the Underwriters exercise in full their option to purchase the Option Shares. The Offering is expected to close on or about June 12, 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.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and are as of specific dates, are not for the benefit of any party other than the parties thereto, 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 Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement.
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 June 10, 2026, the Company issued press releases announcing the commencement of the Offering and the pricing of the Offering. Copies of the press releases are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and are 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.
|
Exhibit Number |
Description | |
| 1.1 | Underwriting Agreement, dated June 10, 2026, by and among Humacyte, Inc., and Barclays Inc., BTIG, LLC and Trian Partners Group LLC, as representatives of the Underwriters. | |
| 5.1 | Opinion of Covington & Burling LLP. | |
| 23.1 | Consent of Covington & Burling LLP (contained in Exhibit 5.1). | |
| 99.1 | Press release, dated June 10, 2026. | |
| 99.2 | Press release, dated June 10, 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: June 11, 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 Proposed Public Offering of Common Stock
DURHAM, N.C., June 10, 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 commenced an underwritten public offering of its common stock. In addition, Humacyte intends to grant the underwriters an option for a period of 30 days to purchase up to an additional 15% of the number of shares of common stock sold in connection with the offering. All of the shares of common stock are being offered by Humacyte.
Barclays, BTIG and Titan Partners, a division of American Capital Partners, are acting as joint book-running managers for the offering. The offering is subject to market conditions and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.
Humacyte intends to use the net proceeds that it will receive from the offering to fund the commercialization of Symvess®, the planned filing of a Biologics License Application supplement in a hemodialysis indication and related activities, the development of the product candidates in its 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 will be offered by means of a prospectus supplement and accompanying prospectus relating to the offering that form a part of the registration statement. A preliminary prospectus supplement and the accompanying prospectus 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. Copies of the preliminary prospectus supplement, when available, and the accompanying prospectus relating to the offering may be obtained from Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, by telephone at (888) 603-5847, or by email at barclaysprospectus@broadridge.com; BTIG, LLC, 65 East 55th Street, New York, New York 10022, by telephone at (212) 593-7555 or by email at ProspectusDelivery@btig.com; or 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 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 success of the proposed offering; whether Humacyte will be able to raise capital through the sale of shares of common stock in the offering and the anticipated use of proceeds from the proposed offering. 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, 2025 and in Humacyte’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, 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.com
Exhibit 99.2
Humacyte, Inc. Announces Pricing of Public Offering of Common Stock
DURHAM, N.C., June 10, 2026 – Humacyte, Inc. (Nasdaq: HUMA), a commercial-stage biotechnology platform company developing universally implantable, bioengineered human tissues at commercial scale, today announced the pricing of an underwritten public offering of 47,619,048 shares of its common stock at a public offering price of $1.05 per share. The aggregate gross proceeds from this offering are expected to be $50 million, before deducting underwriting discounts and commissions and other offering expenses payable by Humacyte. The closing of the offering is expected to occur on or about June 12, 2026, subject to the satisfaction of customary closing conditions. In addition, Humacyte has granted the underwriters an option for a period of 30 days to purchase up to an additional 7,142,857 shares of Humacyte’s common stock at the public offering price, less underwriting discounts and commissions. All of the shares of common stock are being sold by Humacyte.
Barclays, BTIG and Titan Partners, a division of American Capital Partners, are acting as joint book-running managers for the offering.
Humacyte intends to use the net proceeds that it will receive from the offering to fund the commercialization of Symvess®, the planned filing of a Biologics License Application supplement in a hemodialysis indication and related activities, the development of the product candidates in its 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. A preliminary prospectus supplement and the accompanying prospectus relating to and describing the terms of the offering was filed with the SEC on June 10, 2026 and is available on the SEC’s website at www.sec.gov. The final 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 final prospectus supplement, when available, and accompanying prospectus relating to the offering may be obtained from Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, by telephone at (888) 603-5847, or by email at barclaysprospectus@broadridge.com; BTIG, LLC, 65 East 55th Street, New York, New York 10022, by telephone at (212) 593-7555 or by email at ProspectusDelivery@btig.com; or 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 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 and the anticipated use of proceeds from the offering. 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, 2025 and in Humacyte’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, 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.com