STOCK TITAN

Humacyte (NASDAQ: HUMA) warned on Nasdaq $1 bid rule, given 180 days

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Humacyte, Inc. received a Nasdaq notice that its common stock bid price closed below the $1.00 per share minimum for 30 consecutive business days ended July 30, 2026, violating Nasdaq Listing Rule 5450(a)(1).

Under Nasdaq Listing Rule 5810(c)(3)(A), Humacyte has 180 calendar days, until January 27, 2027, to regain compliance by achieving a closing bid of at least $1.00 per share for a minimum of 10 consecutive business days. The notice has no immediate effect on the Nasdaq Global Select Market listing, trading symbol HUMA, or on business operations, while the company monitors its stock price and evaluates options.

Positive

  • None.

Negative

  • Nasdaq $1.00 bid deficiency: Humacyte’s common stock closed below the $1.00 minimum bid for 30 consecutive business days, triggering a Nasdaq notice and a 180-day cure period, creating a risk of delisting if compliance is not regained.

Filing Explained

The Nasdaq deficiency remains unresolved: written confirmation and closure would follow only after compliance is regained, and the filing gives no assurance that this will occur.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
Consecutive days below minimum bid 30 consecutive business days Period ended July 30, 2026 when bid price was below $1.00 per share
Minimum bid requirement $1.00 per share Nasdaq Listing Rule 5450(a)(1) continued listing standard
Initial cure period 180 calendar days Time provided under Nasdaq Listing Rule 5810(c)(3)(A) to regain compliance
Compliance deadline January 27, 2027 End of initial 180-day period to restore Nasdaq bid-price compliance
Required compliant trading days 10 consecutive business days Minimum span the closing bid must be at or above $1.00 per share
Nasdaq Listing Rule 5450(a)(1) regulatory
"minimum $1.00 per share requirement for continued listing under Nasdaq Listing Rule 5450(a)(1)"
Nasdaq Listing Rule 5450(a)(1) is a continued-listing standard that sets a minimum share price companies must maintain to remain listed on the Nasdaq market—commonly a $1.00 per-share threshold. Investors care because falling below that floor can trigger a compliance review and possible delisting, which is like failing a minimum grade and losing access to the public market; delisting can reduce liquidity, visibility and the ability to raise capital.
Nasdaq Listing Rule 5810(c)(3)(A) regulatory
"In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 days to regain compliance"
continued listing regulatory
"continued listing on The Nasdaq Global Select Market under Nasdaq Listing Rule 5450(a)(1)"
When a stock receives a "continued listing," it means the exchange has decided the company’s shares will remain tradable on that market after a review or challenge, often because the company met certain requirements or corrective steps. For investors this matters because continued listing preserves liquidity and access to buy or sell the stock—think of it as a store passing an inspection so customers can keep shopping rather than being forced to close.
bid price market
"the bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement"
The bid price is the highest price a buyer is willing to pay for a share or other security at a given moment. Think of it as the offer a shopper makes at an auction — it shows what you could sell for right now if you accepted the highest buyer. Investors watch the bid because it affects how quickly a sale will execute and how much they’ll actually receive after accounting for the gap between buyer and seller prices.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What Nasdaq compliance issue did Humacyte (HUMA) disclose?

Humacyte disclosed that Nasdaq notified it the stock’s bid price was below the $1.00 per share minimum for 30 consecutive business days, breaching Nasdaq Listing Rule 5450(a)(1). This began a formal compliance period to cure the deficiency and avoid potential delisting.

How long does Humacyte (HUMA) have to regain Nasdaq compliance?

Humacyte has an initial 180 calendar days, until January 27, 2027, to regain compliance under Nasdaq Listing Rule 5810(c)(3)(A). Within this window, the company must meet the bid price requirement or potentially face additional Nasdaq actions regarding its listing status.

What must Humacyte’s (HUMA) share price do to restore Nasdaq compliance?

To regain compliance, Humacyte’s common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days before January 27, 2027. Nasdaq will then confirm in writing if the requirement has been satisfied.

Does the Nasdaq notice immediately affect Humacyte (HUMA) stock trading or operations?

The notice has no immediate effect on Humacyte’s listing or operations. Its common stock continues to trade on the Nasdaq Global Select Market under the symbol HUMA, and the company’s business operations and SEC reporting obligations remain unchanged during the compliance period.
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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): July 31, 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 July 31, 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 July 30, 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 January 27, 2027, 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 January 27, 2027. 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, as updated by the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, each as 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: July 31, 2026 By:  /s/ Dale A. Sander
    Name: Dale A. Sander
    Title: Chief Financial Officer, Chief Corporate Development Officer and Treasurer

 

 

 

Filing Exhibits & Attachments

4 documents