Humacyte (NASDAQ: HUMA) back in line with Nasdaq $1.00 bid rule

(Moderate)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Humacyte, Inc. has regained compliance with Nasdaq’s minimum bid price rule. The company had previously been notified that its common stock traded below the required $1.00 per share bid price for 30 consecutive business days ended May 1, 2026.

To cure the issue, Humacyte’s stock needed to close at or above $1.00 for at least 10 consecutive business days before November 2, 2026. On June 5, 2026, Nasdaq informed the company that this condition was met and that its listing on The Nasdaq Global Select Market is now in good standing, with the matter considered closed.

Positive

Nasdaq compliance restored: Humacyte regained compliance with Nasdaq Listing Rule 5450(a)(1) after its stock closed at or above $1.00 per share for at least 10 consecutive business days, removing an immediate risk to its continued listing on The Nasdaq Global Select Market.

Negative

None.

Insights

Humacyte removed an immediate delisting risk by regaining Nasdaq bid price compliance.

Humacyte previously fell out of compliance because its common stock traded below the required $1.00 minimum bid price for 30 consecutive business days ended May 1, 2026. Nasdaq granted a grace period running to November 2, 2026 to restore compliance.

The company has now achieved at least 10 consecutive business days with a closing bid at or above $1.00, and Nasdaq has confirmed compliance with Listing Rule 5450(a)(1) and closed the matter. This removes the near-term listing overhang; longer-term trading performance will still depend on the business and market conditions.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Minimum bid price requirement: $1.00 per share Non-compliance period length: 30 consecutive business days Cure period trading requirement: 10 consecutive business days +2 more

5 metrics

Minimum bid price requirement $1.00 per share Nasdaq Listing Rule 5450(a)(1) threshold for Humacyte common stock

Non-compliance period length 30 consecutive business days Bid price below $1.00 ended May 1, 2026

Cure period trading requirement 10 consecutive business days Days with closing bid at or above $1.00 to regain compliance

Compliance deadline November 2, 2026 Last day to meet the 10-day $1.00 bid price condition

Compliance confirmation date June 5, 2026 Nasdaq letter stating Humacyte regained bid price compliance

Key Terms

Nasdaq Listing Rule 5450(a)(1), minimum bid price requirement, The Nasdaq Global Select Market, Emerging growth company

4 terms

Nasdaq Listing Rule 5450(a)(1) regulatory

"the minimum $1.00 per share requirement for continued listing on The Nasdaq Global Select Market 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.

minimum bid price requirement financial

"it had regained compliance with the $1.00 per share minimum bid price requirement for continued inclusion"

A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.

The Nasdaq Global Select Market market

"for continued listing on The Nasdaq Global Select Market under Nasdaq Listing Rule 5450(a)(1)"

Emerging growth company regulatory

"Emerging growth company Item 8.01 Other Events."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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

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Understanding 8-K Material Events →

Available on EDGAR 06/05/2026 - 04:31 PM Accepted by SEC EDGAR 06/05/2026 - 04:30 PM

FAQ

What Nasdaq issue did Humacyte (HUMA) face before this 8-K?

Humacyte previously received a Nasdaq notice that its common stock bid price was below the required $1.00 per share for 30 consecutive business days ended May 1, 2026. This triggered a deficiency under Nasdaq Listing Rule 5450(a)(1) and started a compliance grace period.

How did Humacyte regain compliance with Nasdaq’s $1.00 bid price rule?

Humacyte regained compliance by having its common stock close at $1.00 per share or higher for at least 10 consecutive business days. Nasdaq staff confirmed on June 5, 2026, that this condition under Listing Rule 5450(a)(1) was satisfied and closed the matter.

What Nasdaq market is Humacyte’s stock listed on after regaining compliance?

Humacyte’s common stock remains listed on The Nasdaq Global Select Market. After the stock met the minimum $1.00 bid price requirement for the required period, Nasdaq notified the company on June 5, 2026, that compliance was restored and no further listing action was needed regarding this issue.

What was the deadline for Humacyte to fix its Nasdaq bid price deficiency?

Humacyte was given until November 2, 2026, to regain compliance with Nasdaq’s $1.00 minimum bid price rule. Within this window, the company needed its stock to close at or above $1.00 for at least 10 consecutive business days, a condition it met before the deadline.

Does this Nasdaq decision affect Humacyte’s warrants trading under HUMAW?

The filing specifically addresses compliance for Humacyte’s common stock minimum bid price on The Nasdaq Global Select Market. It lists both common stock (HUMA) and redeemable warrants (HUMAW) as registered securities but only discusses the bid price requirement and compliance status for the common stock.

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents