[8-K] Humacyte, Inc. Reports Material Event

Rhea-AI Filing Summary

Humacyte, Inc. reported that it has terminated its Open Market Sale Agreement™ with Jefferies LLC. This agreement had allowed the company to offer and sell shares of its common stock from time to time, with an aggregate offering price of up to $80,000,000 through Jefferies acting as sales agent. The company delivered a notice of termination on November 21, 2025, and the termination becomes effective 10 days after that date. Humacyte states that it is not subject to any termination penalties in connection with ending this agreement.

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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): November 21, 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 1.02. Termination of a Material Definitive Agreement

As previously disclosed, on September 1, 2022, Humacyte, Inc. (the “Company”) entered into an Open Market Sale Agreement™ (the “Agreement”) with Jefferies LLC (“Jefferies”), under which the Company may offer and sell its common stock, par value $0.0001 per share, from time to time having an aggregate offering price of up to $80,000,000 during the term of the Agreement through Jefferies, acting as agent.

On November 21, 2025, the Company delivered a notice to Jefferies terminating the Agreement, which termination will become effective under the Agreement 10 days thereafter. The Company is not subject to any termination penalties related to the termination of the Agreement. A copy of the Agreement was filed as Exhibit 1.2 to the Company’s Registration Statement on Form S-3 (File No. 333-267225) filed with the Securities and Exchange Commission on September 1, 2022.

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:   November 26, 2025	By:	/s/ Dale A. Sander
		Name:	Dale A. Sander
		Title:	Chief Financial Officer, Chief Corporate Development Officer and Treasurer

FAQ

What did Humacyte, Inc. (HUMA) announce in this Form 8-K?

Humacyte, Inc. disclosed that it has terminated its Open Market Sale Agreement™ with Jefferies LLC, under which it could sell shares of common stock through Jefferies acting as its sales agent.

How large was Humacyte's open market sale program with Jefferies?

The Open Market Sale Agreement™ with Jefferies allowed Humacyte to offer and sell its common stock with an aggregate offering price of up to $80,000,000 during the term of the agreement.

When does the termination of Humacyte's Open Market Sale Agreement become effective?

Humacyte delivered its termination notice to Jefferies on November 21, 2025, and the termination becomes effective under the agreement 10 days after that date.

Does Humacyte owe any penalties for terminating the Jefferies agreement?

No. Humacyte states that it is not subject to any termination penalties related to ending the Open Market Sale Agreement™ with Jefferies.

What type of securities were covered by Humacyte’s Open Market Sale Agreement?

The agreement covered sales of Humacyte’s common stock, par value $0.0001 per share, in open market transactions through Jefferies acting as agent.

Where was the original Open Market Sale Agreement for Humacyte filed?

A copy of the Open Market Sale Agreement™ was filed as Exhibit 1.2 to Humacyte’s Registration Statement on Form S-3 (File No. 333-267225) filed on September 1, 2022.