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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):
June 5, 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 8.01 Other Events.
As previously disclosed,
on May 4, 2026, Humacyte, Inc. (the “Company”) received a letter from the staff of The Nasdaq Stock Market LLC (“Nasdaq”)
providing notification that, for the 30 consecutive business days ended May 1, 2026, the bid price for the Company’s 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). To regain compliance, the closing bid price of the Company’s common stock was required to be $1.00 per share or
more for a minimum of 10 consecutive business days at any time before November 2, 2026. On June 5, 2026, the Company received a letter
from the staff of Nasdaq notifying the Company that it had regained compliance with the $1.00 per share minimum bid price requirement
for continued inclusion on The Nasdaq Global Select Market pursuant to Nasdaq Listing Rule 5450(a)(1) and that Nasdaq considers the matter
closed.
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 5, 2026 |
By: |
/s/ Dale A. Sander |
| |
|
Name: |
Dale A. Sander |
| |
|
Title: |
Chief Financial Officer, Chief Corporate Development Officer and Treasurer |