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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):
September 17, 2025
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 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. |
Item 1.01. Entry into a Material Definitive Agreement
As part of a planned refinancing of certain debt
obligations, on September 17, 2025, Humacyte, Inc. (the “Company”) and Humacyte Global, Inc., a wholly owned subsidiary of
the Company (“Global”), entered into Amendment No. 2 to the Revenue Interest Purchase Agreement (the “Amendment”)
with TPC Investments III LP and TPC Investment Solutions LP (collectively, the “Purchasers”) and Hook SA LLC, as agent for
the Purchasers (the “Agent”), to amend the Revenue Interest Purchase Agreement, dated as of May 12, 2023, as amended (the
“Purchase Agreement”), among the Company, Global, the Purchasers and the Agent. In connection with the Amendment, the Company
will make a $50.0 million repayment under the Purchase Agreement, funded from the restricted cash currently maintained for the benefit
of the Agent. Additionally, the Company and Global will no longer be obligated to maintain $50.0 million of restricted cash in an account
for the benefit of the Agent unless the Purchase Agreement has not been repaid in full by December 31, 2025, at which point the Company
will be required to maintain $12.5 million in such account. Further, the Company will now be permitted, at its option, to exercise its
call option at a discounted repurchase price of $95.5 million, so long as it is exercised on or prior to December 31, 2025, up to $7.5
million of which may be satisfied through the issuance of shares of the Company’s common stock, par value $0.0001 per share, subject
to the satisfaction of certain conditions. The Amendment also contains customary representations, warranties and agreements by the Company
and customary closing conditions.
The foregoing description of the Amendment is qualified
in its entirety by reference to the full text of the Amendment, which is attached as Exhibit 10.1 hereto and is incorporated herein by
reference. This Current Report on Form 8-K is neither an offer to sell nor a solicitation of an
offer to buy any securities, nor shall it constitute an offer, solicitation or sale of any securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such
state or jurisdiction.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant
The disclosure set forth above under the Item 1.01
is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number |
|
Description |
| 10.1 |
|
Amendment No. 2 to the Revenue Interest Purchase Agreement, dated as of September 17, 2025, by and among Humacyte Global, Inc., Humacyte, Inc. and TPC Investments III LP and TPC Investment Solutions LP and Hook SA LLC. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: September 17, 2025 |
By: |
/s/ Dale A. Sander |
| |
|
Name: |
Dale A. Sander |
| |
|
Title: |
Chief Financial Officer, Chief Corporate Development Officer and Treasurer |
