HUMA / Humacyte, Inc. - SEC-Einreichungen, Jahresbericht, Proxy Statement

Table 1: Newly Registered Securities

Calculation of Filing Fee Tables S-8 Humacyte, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, par value $0.0001 per share Other 4,000,000 $ 0.95 $ 3,800,000.00 0.0001381 $ 524.78 Total Offering Amou

As filed with the Securities and Exchange Commission on May 14, 2026 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Humacyte, Inc. (Exact name of registrant as

As filed with the Securities and Exchange Commission on May 14, 2026 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number:

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): May 4, 2026 Humacyte, Inc. (Exact

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): May 4, 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) (Commiss

PROPOSAL 2: APPROVAL OF NAMED EXECUTIVE OFFICER COMPENSATION PROPOSAL 3: APPROVAL OF THE FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS AUDIT COMMITTEE REPORT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permi

THIRD AMENDMENT TO DISTRIBUTION AGREEMENT

Exhibit 10.1 Certain identified information has been excluded from this exhibit because such information both (i) is not material and (ii) is the type that the registrant both customarily and actually treats as private or confidential. Excluded information is indicated with brackets and asterisks. THIRD AMENDMENT TO DISTRIBUTION AGREEMENT This THIRD AMENDMENT TO DISTRIBUTION AGREEMENT (this “Third

Humacyte Expands Commercial and Business Development Opportunities Through Realignment of Ex-U.S. Rights to Symvess® - Ex-U.S. rights realigned under amendment to distribution agreement with Fresenius Medical Care - - Positions Humacyte to advance di

Exhibit 99.1 Humacyte Expands Commercial and Business Development Opportunities Through Realignment of Ex-U.S. Rights to Symvess® - Ex-U.S. rights realigned under amendment to distribution agreement with Fresenius Medical Care - - Positions Humacyte to advance discussions with corporate partners regarding international and indication-specific rights to Symvess – - Existing terms related to U.S. di

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): April 21, 2026 Humacyte, Inc. (Ex

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): April 21, 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) (Comm

PROPOSAL 2: APPROVAL OF NAMED EXECUTIVE OFFICER COMPENSATION PROPOSAL 3: APPROVAL OF THE FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS AUDIT COMMITTEE REPORT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-395

ARTICLE I NAME ARTICLE II PURPOSE ARTICLE III REGISTERED AGENT ARTICLE IV CAPITALIZATION ARTICLE V BOARD OF DIRECTORS ARTICLE VI BYLAWS ARTICLE VII ARTICLE VIII ARTICLE IX ARTICLE X

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ALPHA HEALTHCARE ACQUISITION CORP. August 26, 2021 Alpha Healthcare Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Alpha Healthcare Acquisition Corp.”. The original certificate of incorporati

Subsidiaries of Humacyte, Inc.

Exhibit 21.1 Subsidiaries of Humacyte, Inc. Humacyte Global, Inc. Humacyte Europe Limited

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): March 19, 2026 Humacyte, Inc. (Ex

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): March 19, 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) (Comm

FORM OF SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 FORM OF SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 19, 2026, between Humacyte, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions

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): March 19, 2026 Humacyte, Inc. (Ex

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): March 19, 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) (Comm

25,000,000 Shares of Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No. 333-290231 PROSPECTUS SUPPLEMENT (To Prospectus dated September 22, 2025) 25,000,000 Shares of Common Stock We are offering 25,000,000 shares of our common stock, par value $0.0001 per share, pursuant to this prospectus supplement at a purchase price equal to $0.80 per share. Our common stock is listed on the Nasdaq Global Selec

Universally Implantable Regenerative Human Tissue 2 Disclaimer These slides and the accompanying oral presentation contain forward-looking statements. All statements, other than statements of historical fact, included in these slides and the accompan

Exhibit 99.1 Universally Implantable Regenerative Human Tissue 2 Disclaimer These slides and the accompanying oral presentation contain forward-looking statements. All statements, other than statements of historical fact, included in these slides and the accompanying oral presentation are forward-looking statements reflecting management’s current beliefs and expectations. In some cases, you can id

RISK FACTORS

Exhibit 99.2 RISK FACTORS Humacyte, Inc. (the “Company”) has provided the following updates to its risk factors set forth under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and Form 10-Q for the quarter ended September 30, 2025, each filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”). If any of these risk

Humacyte, Inc. Announces Pricing of $20 Million Registered Direct Offering of Common Stock Net proceeds from the offering will fund the commercialization of Symvess® in the vascular trauma indication and provide funding beyond key milestones such as

Exhibit 99.1 Humacyte, Inc. Announces Pricing of $20 Million Registered Direct Offering of Common Stock Net proceeds from the offering will fund the commercialization of Symvess® in the vascular trauma indication and provide funding beyond key milestones such as the upcoming read-out of Phase 3 results in hemodialysis The offering was led by a new life science dedicated investor and a long-only mu

HUMACYTE, INC. 25,000,000 Shares of Common Stock PLACEMENT AGENT AGREEMENT

Exhibit 10.2 HUMACYTE, INC. 25,000,000 Shares of Common Stock PLACEMENT AGENT AGREEMENT March 19, 2026 Titan Partners Group LLC, a division of American Capital Partners, LLC 4 World Trade Center, 49th Floor New York, NY 10007 Ladies and Gentlemen: Subject to the terms and conditions herein (this “Agreement”) Humacyte, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an agg

Up to $60,000,000 Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-290231 PROSPECTUS SUPPLEMENT (To Prospectus dated September 22, 2025) Up to $60,000,000 Common Stock We have entered into a sales agreement, dated December 16, 2025 (the “Sales Agreement”), with TD Securities (USA) LLC (“TD Cowen”), as sales agent, relating to the sale of shares of our common stock, par value $0.0001 per sha

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): December 16, 2025 Humacyte, Inc.

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): December 16, 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) (C

SALES AGREEMENT

  Exhibit 10.1   SALES AGREEMENT   December 16, 2025   TD Securities (USA) LLC  1 Vanderbilt Avenue  New York, NY 10017   Ladies and Gentlemen:   Humacyte, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through TD Securities (USA) LLC, as sales agent and/or principal (the “Agent”), shares of the Company

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): December 15, 2025 Humacyte, Inc.

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): December 15, 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) (C

5,725,190 Shares of Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No. 333-290231 PROSPECTUS SUPPLEMENT (To Prospectus dated September 22, 2025) 5,725,190 Shares of Common Stock We are offering 5,725,190 shares of our common stock, par value $0.0001 per share. The shares of common stock are being issued, along with approximately $38.0 million in cash and the payment of certain legal fees, as consid

WARRANT TO PURCHASE COMMON STOCK

Exhibit 4.1 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT

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): December 15, 2025 Humacyte, Inc.

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): December 15, 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) (C

LOAN AND SECURITY AGREEMENT

Exhibit 10.1 LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of December 15, 2025 (the “Closing Date”) is entered into among HUMACYTE GLOBAL, INC., a Delaware corporation (“Borrower Representative”), each other Person party hereto as a borrower from time to time (collectively, “Borr

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.

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) (C

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 12, 2025 Humacyte, Inc.

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 12, 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) (C

Humacyte Announces Third Quarter 2025 Financial Results and Provides Business Update - Total revenues of $753,000 for third quarter, and $1,571,000 for first nine months of 2025, from sales and collaborative research agreement - - Major advances in p

Exhibit 99.1 Humacyte Announces Third Quarter 2025 Financial Results and Provides Business Update - Total revenues of $753,000 for third quarter, and $1,571,000 for first nine months of 2025, from sales and collaborative research agreement - - Major advances in pipeline as Humacyte moves closer to planned BLA filing in dialysis and first-in-human studies in cardiac bypass graft surgery – – IND sub

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Num

FIFTH AMENDMENT TO LEASE THIS FIFTH AMENDMENT TO LEASE (this "Fifth Amendment") is made as of September '/~ 2019, by and between ARE-NC REGION NO. 5, LLC, a Delaware limited liability company ("Landlord"), and HUMACYTE, INC., a Delaware corporation (

huma-20250930x10qxex102 FIFTH AMENDMENT TO LEASE THIS FIFTH AMENDMENT TO LEASE (this "Fifth Amendment") is made as of September '/~ 2019, by and between ARE-NC REGION NO.

1 SIXTH AMENDMENT TO LEASE THIS SIXTH AMENDMENT TO LEASE (this “Sixth Amendment”) is made as of September ___, 2025 (the “Effective Date”), by and between ARE-NC REGION NO. 5, LLC, a Delaware limited liability company (“Landlord”), and HUMACYTE, INC.

huma-20250930x10qxex103 1 SIXTH AMENDMENT TO LEASE THIS SIXTH AMENDMENT TO LEASE (this “Sixth Amendment”) is made as of September , 2025 (the “Effective Date”), by and between ARE-NC REGION NO.

Humacyte Announces Pricing of $60.0 Million Oversubscribed Registered Direct Offering

Exhibit 99.1 Humacyte Announces Pricing of $60.0 Million Oversubscribed Registered Direct Offering DURHAM, N.C., October 7, 2025 – Humacyte, Inc. (Nasdaq: HUMA), a commercial-stage biotechnology platform company developing universally implantable, bioengineered human tissues at commercial scale, today announced that it entered into a securities purchase agreement with certain fundamental instituti

28,436,018 Shares of Common Stock Warrants to Purchase up to 28,436,018 Shares of Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No. 333-290231 PROSPECTUS SUPPLEMENT (To Prospectus dated September 22, 2025) 28,436,018 Shares of Common Stock Warrants to Purchase up to 28,436,018 Shares of Common Stock We are offering 28,436,018 shares of our common stock, par value $0.0001 per share, and warrants to purchase up to 28,436,018 shares of our common stock (the “Wa

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October 6, 2025, between Humacyte, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set for

HUMACYTE, INC. 28,436,018 Shares of Common Stock Warrants to Purchase up to 28,436,018 Shares of Common Stock PLACEMENT AGENT AGREEMENT

Exhibit 10.2 HUMACYTE, INC. 28,436,018 Shares of Common Stock Warrants to Purchase up to 28,436,018 Shares of Common Stock PLACEMENT AGENT AGREEMENT October 6, 2025 D. Boral Capital LLC 590 Madison Avenue, 39th Floor New York, New York 10022 Ladies and Gentlemen: Subject to the terms and conditions herein (this “Agreement”) Humacyte, Inc., a Delaware corporation (the “Company”), hereby agrees to s

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): October 6, 2025 Humacyte, Inc. (E

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): October 6, 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) (Com

COMMON STOCK PURCHASE WARRANT Humacyte, Inc.

Exhibit 4.1 COMMON STOCK PURCHASE WARRANT Humacyte, Inc. Warrant Shares: Issue Date: THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the 180th day following the Issue Date (the “Initial Exerc

$350,000,000 Common Stock Preferred Stock Warrants Debt Securities Subscription Rights Units

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No. 333-290231 PROSPECTUS $350,000,000 Common Stock Preferred Stock Warrants Debt Securities Subscription Rights Units From time to time, we may offer and sell up to $350,000,000 in the aggregate of the securities identified above, either individually or in combination, at prices and on terms described in one or more supplements to

EFFECT

X0101 EFFECT 33 LIVE 2025-09-22 16:00:00 S-3 0001818382 Humacyte, Inc. 333-290231

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.

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) (

AMENDMENT NO. 2 TO REVENUE INTEREST PURCHASE AGREEMENT September 17, 2025

Exhibit 10.1 AMENDMENT NO. 2 TO REVENUE INTEREST PURCHASE AGREEMENT September 17, 2025 This Amendment No. 2 to Revenue Interest Purchase Agreement (this “Amendment”), dated as of the date first set forth above, is entered into by and among Humacyte Global, Inc., a Delaware corporation (the “Company”), Humacyte, Inc., a Delaware corporation (the “Parent” and, together with the Company, the “Obligor

September 18, 2025

September 18, 2025 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Alan Campbell Re: Humacyte, Inc. Registration Statement Filed on Form S-3 (the “Registration Statement”) File No. 333-290231 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Humacyte, Inc. (the “Company”) hereby

LETTER

September 17, 2025 Dale Sander Chief Financial Officer Humacyte, Inc. 2525 East North Carolina Highway 54 Durham, NC 27713 Re: Humacyte, Inc. Registration Statement on Form S-3 Filed September 12, 2025 File No. 333-290231 Dear Dale Sander: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for accele

HUMACYTE, INC. AS TRUSTEE DATED AS OF _____, 20__ SUBORDINATED DEBT SECURITIES TABLE OF CONTENTS

EXHIBIT 4.9 HUMACYTE, INC. TO AS TRUSTEE INDENTURE DATED AS OF , 20 SUBORDINATED DEBT SECURITIES TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.1 Definitions. 1 Section 1.2 Compliance Certificates and Opinions. 9 Section 1.3 Form of Documents Delivered to Trustee. 9 Section 1.4 Acts of Holders; Record Dates. 10 Section 1.5 Notices, etc., to Tru

Continental Stock Transfer Continental Stock T Transfer Continental Stock T Stock Transfer Continental Stock T Continental Stock Transfer Continental Stock T Transfer Continental Stock T Stock Transfer Continental Stock T Continental Stock T Transfer

Exhibit 4.3 0000001 SEE REVERSE FOR IMPORTANT NOTICE REGARDING OWNERSHIP AND TRANSFER RESTRICTIONS AND CERTAIN OTHER INFORMATION CUSIP 44486Q 10 3 SEE REVERSE FOR CERTAIN DEFINITIONS INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK SPECIMEN CHIEF FINANCIAL OFFICER CHIEF EXECUTIVE OFFICER FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK $0.0001 PAR VALUE, OF HUMACYTE, INC.

As filed with the Securities and Exchange Commission on September 12, 2025

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 12, 2025 Registration No.

HUMACYTE, INC. AS TRUSTEE DATED AS OF ____, 20 __ SENIOR DEBT SECURITIES TABLE OF CONTENTS

EXHIBIT 4.7 HUMACYTE, INC. TO AS TRUSTEE INDENTURE DATED AS OF , 20 SENIOR DEBT SECURITIES TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.1 Definitions. 1 Section 1.2 Compliance Certificates and Opinions. 7 Section 1.3 Form of Documents Delivered to Trustee. 8 Section 1.4 Acts of Holders; Record Dates. 8 Section 1.5 Notices, etc., to Trustee an

Security Type

Calculation of Filing Fee Tables S-3 Humacyte, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effe

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): August 11, 2025 Humacyte, Inc. (E

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): August 11, 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) (Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number:

Humacyte Announces Second Quarter 2025 Financial Results and Provides Business Update - Total revenues of $301,000 for quarter, and $818,000 for first six months of 2025, from sales and collaborative research agreement - - 82 civilian hospitals now h

Exhibit 99.1 Humacyte Announces Second Quarter 2025 Financial Results and Provides Business Update - Total revenues of $301,000 for quarter, and $818,000 for first six months of 2025, from sales and collaborative research agreement - - 82 civilian hospitals now have VAC approval to purchase Symvess™ - - ECAT approval makes Symvess available to 35 Military Treatment Facilities and 160 U.S. Departme

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 10, 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) (Commi

Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Humacyte, Inc.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HUMACYTE, INC. Humacyte, Inc. (the “Corporation”), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that: FIRST: The original certificate of incorporation of the Corporation was filed with the Secretary of Stat

Humacyte Announces First Quarter 2025 Financial Results and Provides Business Update - Commenced market launch and first commercial sales of Symvess™ (acellular tissue engineered vessel-tyod) for the treatment of extremity vascular trauma - - Total r

Exhibit 99.1 Humacyte Announces First Quarter 2025 Financial Results and Provides Business Update - Commenced market launch and first commercial sales of Symvess™ (acellular tissue engineered vessel-tyod) for the treatment of extremity vascular trauma - - Total revenues of $517,000 for quarter from sales and collaborative research agreement – - Completed public offering raising $46.7 million in ne

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number:

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): May 13, 2025 Humacyte, Inc. (Exac

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): May 13, 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) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permi

Humacyte Statement on Recent Attacks

Humacyte Statement on Recent Attacks DURHAM, N.C., April 17, 2025 – Dr. Laura Niklason, President and CEO of Humacyte, Inc. (Nasdaq: HUMA), released the following statement today: “At Humacyte, we’re in the business of saving lives and limbs. The authors of a recent ‘citizen petition’ to the FDA – four men who have never used our product – want to stop us. We won’t let them succeed.” “One of the s

Regulation FD Disclosure, Financial Statements and Exhibits

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): April 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) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permi

Insider Trading Policy

Exhibit 19.1 HUMACYTE, INC. INSIDER TRADING POLICY I.PURPOSE Humacyte, Inc. (“Humacyte” or the “Company”) has adopted the following policies and procedures with respect to trading in Humacyte securities by members of Company’s board of directors, officers and employees. These policies and procedures are designed to help you comply with insider trading laws, handle confidential information properly

As filed with the Securities and Exchange Commission on March 31, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Humacyte, Inc. (Exact name of registrant a

As filed with the Securities and Exchange Commission on March 31, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of Humacyte, Inc. Humacyte Global, Inc. Humacyte Europe Limited

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Humacyte, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) (2) Proposed Maximum Offering Price Per Unit(3) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be Paid Equity Common Stoc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-395

Humacyte Announces Fourth Quarter and Year End 2024 Financial Results and Provides Business Update - Received U.S. Food and Drug Administration (FDA) approval of Symvess™ (acellular tissue engineered vessel-tyod) for the treatment of extremity vascul

Exhibit 99.1 Humacyte Announces Fourth Quarter and Year End 2024 Financial Results and Provides Business Update - Received U.S. Food and Drug Administration (FDA) approval of Symvess™ (acellular tissue engineered vessel-tyod) for the treatment of extremity vascular trauma - - Commenced market launch and first commercial sales of Symvess - - Budget Impact Model for Symvess published in Journal of M

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 28, 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) (Comm

Humacyte Statement on New York Times Article

Exhibit 99.1 Humacyte Statement on New York Times Article DURHAM, N.C., March 27, 2025 (GLOBE NEWSWIRE) – Dr. Laura Niklason, President and CEO of Humacyte, Inc. (Nasdaq: HUMA), released the following statement today: “Earlier this week, The New York Times published a story questioning the Food and Drug Administration’s (FDA’s) decision to approve SymvessTM for commercial sales. Until now, I have

Regulation FD Disclosure, Financial Statements and Exhibits

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): March 27, 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) (Comm

Humacyte, Inc. Announces Proposed Public Offering of Common Stock

Exhibit 99.1 Humacyte, Inc. Announces Proposed Public Offering of Common Stock DURHAM, N.C., March 25, 2025– Humacyte, Inc. (Nasdaq: HUMA), a commercial-stage biotechnology platform company developing universally implantable, bioengineered human tissues at commercial scale, today announced that it has commenced an underwritten public offering of its common stock. In addition, Humacyte intends to g

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): March 25, 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) (Comm

Underwriting Agreement, dated March 25, 2025, by and among Humacyte, Inc., and TD Securities (USA) LLC, Barclays Capital Inc. and BTIG, LLC, as representatives of the Underwriters.

Exhibit 1.1 25,000,000 Shares HUMACYTE, INC. Common Stock UNDERWRITING AGREEMENT March 25, 2025 TD Securities (USA) LLC Barclays Capital Inc. BTIG, LLC As Representatives of the several Underwriters c/o TD Securities (USA) LLC 1 Vanderbilt Avenue New York, New York 10017 c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 c/o BTIG, LLC 65 East 55th Street New York, New York 10022

Humacyte, Inc. Announces Pricing of Public Offering of Common Stock

Exhibit 99.2 Humacyte, Inc. Announces Pricing of Public Offering of Common Stock DURHAM, N.C., March 25, 2025– Humacyte, Inc. (Nasdaq: HUMA), a commercial-stage biotechnology platform company developing universally implantable, bioengineered human tissues at commercial scale, today announced the pricing of an underwritten public offering of 25,000,000 shares of its common stock at a public offerin

25,000,000 Shares Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-267225 PROSPECTUS SUPPLEMENT (To Prospectus dated September 9, 2022) 25,000,000 Shares Common Stock We are offering 25,000,000 shares of our common stock, par value $0.0001 per share, pursuant to this prospectus supplement. Our common stock is listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “HUMA.” On M

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): March 25, 2025 Humacyte, Inc. (Ex

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): March 25, 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) (Comm

Universally Implantable Regenerative Human Tissue 2 Disclaimer These slides and the accompanying oral presentation contain forward-looking statements. All statements, other than statements of historical fact, included in these slides and the accompan

Exhibit 99.1 Universally Implantable Regenerative Human Tissue 2 Disclaimer These slides and the accompanying oral presentation contain forward-looking statements. All statements, other than statements of historical fact, included in these slides and the accompanying oral presentation are forward-looking statements reflecting management’s current beliefs and expectations. In some cases, you can id

Subject to completion, dated March 25, 2025

TABLE OF CONTENTS The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed.

Humacyte Announces FDA Approval of SYMVESS™ (acellular tissue engineered vessel-tyod) for the Treatment of Extremity Vascular Trauma – SYMVESS is a first-in-class bioengineered human tissue designed to be a universally implantable vascular conduit fo

Exhibit 99.1 Humacyte Announces FDA Approval of SYMVESS™ (acellular tissue engineered vessel-tyod) for the Treatment of Extremity Vascular Trauma – SYMVESS is a first-in-class bioengineered human tissue designed to be a universally implantable vascular conduit for use in arterial replacement and repair – – In clinical testing SYMVESS was observed to have high rates of patency, or blood flow, and l

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): December 19, 2024 Humacyte, Inc.

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): December 19, 2024 Humacyte, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39532 85-1763759 (State or other jurisdiction of incorporation or organization) (C

HUMA / Humacyte, Inc. / Niklason Laura E - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9) HUMACYTE, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 44486Q 103 (CUSIP Number) Laura E. Niklason Brady W. Dougan c/o Humacyte, Inc. 2525 E NC Highway 54 Durham, North Carolina 27713 (919) 313-9633 (Name,

US0207511033 / Alpha Healthcare Acquisition Corp., Class A / FRESENIUS MEDICAL CARE HOLDINGS INC /NY/ - SC 13D/A Activist Investment

SC 13D/A 1 tm2428715d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3 HUMACYTE, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 020751103 (CUSIP Number) Thomas D. Brouillard, Jr. Fresenius Medical Care North America 920 Winter Street Wal

Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to Humacyte, Inc.’s Current Report on Form 8-K, filed with the SEC on November 14, 2024).

Exhibit 4.1 COMMON STOCK PURCHASE WARRANT Humacyte, Inc. Warrant Shares: [ ] Issue Date: November 15, 2024 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Woodline Master Fund LP or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 13, 2024 Humacyte, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39532 85-1763759 (State or other jurisdiction of incorporation or organization) (C

Humacyte Announces Pricing of $15.0 Million Registered Direct Offering

Exhibit 99.1 Humacyte Announces Pricing of $15.0 Million Registered Direct Offering DURHAM, N.C., Nov. 14, 2024 (GLOBE NEWSWIRE) - Humacyte, Inc. (Nasdaq: HUMA), a clinical-stage biotechnology platform company developing universally implantable, bioengineered human tissue at commercial scale, today announced that it entered into a securities purchase agreement with an institutional investor to pur

Securities Purchase Agreement, dated as of November 13, 2024, by and between Humacyte, Inc. and the investor

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of November 13, 2024, between Humacyte, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set f

2,808,988 Shares of Common Stock Warrants to Purchase up to 2,808,988 Shares of Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No. 333-267225 PROSPECTUS SUPPLEMENT (To Prospectus dated September 9, 2022) 2,808,988 Shares of Common Stock Warrants to Purchase up to 2,808,988 Shares of Common Stock We are offering 2,808,988 shares of our common stock, par value $0.0001 per share, and warrants to purchase up to 2,808,988 shares of our common stock (the “Warrant

Humacyte Third Quarter 2024 Financial Results and Business Update - FDA review of acellular tissue engineered vessel (ATEV™) BLA for the Treatment of Vascular Trauma is ongoing - - Results from the V007 Phase 3 clinical trial of the ATEV in arteriove

Exhibit 99.1 Humacyte Third Quarter 2024 Financial Results and Business Update - FDA review of acellular tissue engineered vessel (ATEV™) BLA for the Treatment of Vascular Trauma is ongoing - - Results from the V007 Phase 3 clinical trial of the ATEV in arteriovenous (AV) access for hemodialysis patients presented at American Society of Nephrology’s Kidney Week 2024 - - Long-term results from the

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 8, 2024 Humacyte, Inc. (

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 8, 2024 Humacyte, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39532 85-1763759 (State or other jurisdiction of incorporation or organization) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Num

HUMA / Humacyte, Inc. / BlackRock, Inc. Passive Investment

us44486q1031110824.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: ) HUMACYTE INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 44486Q103 - (CUSIP Number) September 30, 2024 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

Financial Statements and Exhibits, Other Events

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): October 28, 2024 Humacyte, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39532 85-1763759 (State or other jurisdiction of incorporation or organization) (Co

Humacyte Announces Presentation of Positive Results from V007 Phase 3 AV Access Clinical Trial at the American Society of Nephrology’s Kidney Week 2024 – ATEV™ demonstrated superiority at six and 12 months (co-primary endpoints) compared to autogenou

Exhibit 99.1 Humacyte Announces Presentation of Positive Results from V007 Phase 3 AV Access Clinical Trial at the American Society of Nephrology’s Kidney Week 2024 – ATEV™ demonstrated superiority at six and 12 months (co-primary endpoints) compared to autogenous fistula, the current standard of care for hemodialysis access – - ATEV also showed superior function and patency in female, obese and d

HUMA / Humacyte, Inc. / BlackRock, Inc. Passive Investment

us44486q1031102424.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: ) HUMACYTE INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 44486Q103 - (CUSIP Number) September 30, 2024 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

Humacyte Announces Pricing of $30.0 Million Registered Direct Offering

Exhibit 99.1 Humacyte Announces Pricing of $30.0 Million Registered Direct Offering DURHAM, N.C., Oct. 04, 2024 (GLOBE NEWSWIRE) - Humacyte, Inc. (Nasdaq: HUMA), a clinical-stage biotechnology platform company developing universally implantable, bioengineered human tissue at commercial scale, today announced that it entered into a securities purchase agreement with an institutional investor to pur

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): October 4, 2024 Humacyte, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39532 85-1763759 (State or other jurisdiction of incorporation or organization) (Com

Placement Agent Agreement, dated as of October 4, 2024, by and between Humacyte, Inc. and EF Hutton LLC.

Exhibit 10.2 HUMACYTE, INC. 5,681,820 Shares of Common Stock Warrants to Purchase up to 5,681,820 Shares of Common Stock PLACEMENT AGENT AGREEMENT October 4, 2024 EF Hutton LLC 590 Madison Avenue, 39th Floor New York, New York 10022 Ladies and Gentlemen: Subject to the terms and conditions herein (this “Agreement”) Humacyte, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to

Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to Humacyte, Inc.’s Current Report on Form 8-K, filed with the SEC on October 7, 2024).

Exhibit 4.1 COMMON STOCK PURCHASE WARRANT Humacyte, Inc. Warrant Shares: [ ] Issue Date: October 7, 2024 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Armistice Capital Master Fund Ltd. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Is

Securities Purchase Agreement, dated as of October 4, 2024, by and between Humacyte, Inc. and the investor.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October 4, 2024, between Humacyte, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set for

5,681,820 Shares of Common Stock Warrants to Purchase up to 5,681,820 Shares of Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No. 333-267225 PROSPECTUS SUPPLEMENT (To Prospectus dated September 9, 2022) 5,681,820 Shares of Common Stock Warrants to Purchase up to 5,681,820 Shares of Common Stock We are offering 5,681,820 shares of our common stock, par value $0.0001 per share, and warrants to purchase up to 5,681,820 shares of our common stock (the “Warrant

Up to $50,000,000 of Common Stock 115,705 Shares of Common Stock as Commitment Shares

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No. 333-267225 PROSPECTUS SUPPLEMENT (To Prospectus dated September 9, 2022) Up to $50,000,000 of Common Stock 115,705 Shares of Common Stock as Commitment Shares This prospectus supplement relates to the issuance and sale of up to $50,000,000 of shares (the “Purchase Shares”) of our common stock, par value $0.0001 per share, that w

(incorporated by reference to Exhibit 10.1 to Humacyte Inc.’s Current Report on Form 8-K, filed with the SEC on September 25, 2024).

Exhibit 10.1 Execution Version PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (the “Agreement”), dated as of September 24, 2024 is made by and between HUMACYTE, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”). WHEREAS: Subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to t

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 24, 2024 Humacyte, Inc.

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 24, 2024 Humacyte, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39532 85-1763759 (State or other jurisdiction of incorporation or organization) (

(incorporated by reference to Exhibit 10.2 to Humacyte Inc.’s Current Report on Form 8-K, filed with the SEC on September 25, 2024).

Exhibit 10.2 Execution Version REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 24, 2024, is entered into by and between HUMACYTE, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Investor”). Capitalized terms used herein and no

HUMA / Humacyte, Inc. / Niklason Laura E - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8) HUMACYTE, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 44486Q 103 (CUSIP Number) Laura E. Niklason Brady W. Dougan c/o Humacyte, Inc. 2525 E NC Highway 54 Durham, North Carolina 27713 (919) 313-9633 (Name,

Humacyte Announces FDA Communication of Additional Time Required to Complete Review of acellular tissue engineered vessel (ATEVTM) BLA for the Treatment of Vascular Trauma –2nd quarter conference call to be held Tuesday, August 13th, at 8:30 a.m. ET

Exhibit 99.1 Humacyte Announces FDA Communication of Additional Time Required to Complete Review of acellular tissue engineered vessel (ATEVTM) BLA for the Treatment of Vascular Trauma –2nd quarter conference call to be held Tuesday, August 13th, at 8:30 a.m. ET - DURHAM, N.C., August 9, 2024 – Humacyte, Inc. (Nasdaq: HUMA), a clinical-stage biotechnology platform company developing universally im

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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): August 9, 2024 Humacyte, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39532 85-1763759 (State or other jurisdiction of incorporation or organization) (Comm

Waiver and Amendment, dated as of May 8, 2024, by and among Humacyte Global, Inc., Humacyte, Inc. and Hook SA LLC.

Exhibit 10.1 Execution Version WAIVER AND AMENDMENT TO REVENUE INTEREST PURCHASE AGREEMENT May 8, 2024 This Waiver and Amendment to Revenue Interest Purchase Agreement (this “Amendment”), dated as of the date first set forth above, is entered into by and among Humacyte Global, Inc., a Delaware corporation (the “Company”), Humacyte, Inc., a Delaware corporation (the “Parent” and, together with the

LETTER

August 13, 2024 Dale Sander Chief Financial Officer Humacyte, Inc. 2525 East North Carolina Hwy 34 Durham, NC 27713 Re: Humacyte, Inc. Form 10-K for the Year Ended December 31, 2023 Filed March 28, 2024 File No. 001-39532 Dear Dale Sander: We have completed our review of your filing. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosure

Humacyte Second Quarter 2024 Financial Results and Business Update -FDA requires additional time to complete its review of ATEV™ (acellular tissue engineered vessel) BLA for the Treatment of Vascular Trauma- -Reported Positive Topline Results from Ph

Exhibit 99.2 Humacyte Second Quarter 2024 Financial Results and Business Update -FDA requires additional time to complete its review of ATEV™ (acellular tissue engineered vessel) BLA for the Treatment of Vascular Trauma- -Reported Positive Topline Results from Phase 3 Trial of ATEV in Hemodialysis Access- -ATEV Received Third Regenerative Medicine Advanced Therapy (RMAT) Designation from FDA in Ad

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number:

Draft Example Disclosure

August 6, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Christine Torney and Vanessa Robertson Re: Humacyte, Inc. Form 10-K for the Year Ended December 31, 2023 Filed March 28, 2024 File No. 001-3953 Dear Mses. Torney and Robertson: Humacyte, Inc. (the “Company,” “we,” or “our”) he

Humacyte Acellular Tissue Engineered Vessel (ATEV™) Meets Primary Endpoints in V007 Phase 3 Clinical Trial in Arteriovenous Access for Hemodialysis – ATEV demonstrated superiority at six and 12 months (co-primary endpoints) compared to autogenous fis

Exhibit 99.1 Humacyte Acellular Tissue Engineered Vessel (ATEV™) Meets Primary Endpoints in V007 Phase 3 Clinical Trial in Arteriovenous Access for Hemodialysis – ATEV demonstrated superiority at six and 12 months (co-primary endpoints) compared to autogenous fistula, the current standard of care for hemodialysis – – Detailed results to be presented at upcoming medical conferences – DURHAM, N.C.,

Financial Statements and Exhibits, Other Events

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, 2024 Humacyte, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39532 85-1763759 (State or other jurisdiction of incorporation or organization) (Commi

LETTER

July 23, 2024 Dale Sander Chief Financial Officer Humacyte, Inc. 2525 East North Carolina Hwy 34 Durham, NC 27713 Re: Humacyte, Inc. Form 10-K for the Year Ended December 31, 2023 Filed March 28, 2024 File No. 001-39532 Dear Dale Sander: We have limited our review of your filing to the financial statements and related disclosures and have the following comment. Please respond to this letter within

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

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 11, 2024 Humacyte, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39532 85-1763759 (State or other jurisdiction of incorporation or organization) (Commi

HUMA / Humacyte, Inc. / Niklason Laura E - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7) HUMACYTE, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 44486Q 103 (CUSIP Number) Laura E. Niklason Brady W. Dougan Ayabudge LLC c/o Humacyte, Inc. 2525 E NC Highway 54 Durham, North Carolina 27713 (919) 31

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number:

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 10, 2024 Humacyte, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39532 85-1763759 (State or other jurisdiction of incorporation or organization) (Commis

Humacyte First Quarter 2024 Financial Results and Business Update -Biologics License Application (BLA) for HAV™ Accepted by FDA- -BLA Granted Priority Review for Vascular Trauma Indication; PDUFA date set for August 10, 2024- -Raised approximately $4

Exhibit 99.1 Humacyte First Quarter 2024 Financial Results and Business Update -Biologics License Application (BLA) for HAV™ Accepted by FDA- -BLA Granted Priority Review for Vascular Trauma Indication; PDUFA date set for August 10, 2024- -Raised approximately $43 million in net proceeds from public offering of common stock- -Conference call and live webcast at 8:00 a.m. ET today- DURHAM, N.C., Ma

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6

Exhibit 4.6

Exhibit 4.6 DESCRIPTION OF THE COMPANY’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED The authorized capital stock of Humacyte, Inc., a Delaware corporation (“we,” “us,” “our,” or the “Company”), consists of: (i) 250,000,000 shares of common stock, $0.0001 par value per share (“Common Stock”), and (ii) 20,000,000 shares of preferred stock, $0.0001

Waiver, dated as of February 18, 2024, by and among Humacyte Global, Inc., Humacyte, Inc. and Hook SA LLC

Exhibit 10.1.2 Execution Version WAIVER February 18, 2024 This Waiver (this “Waiver”), dated as of the date first set forth above, is entered into by and among Humacyte Global, Inc., a Delaware corporation (the “Company”), Humacyte, Inc., a Delaware corporation (the “Parent” and, together with the Company, the “Obligors” and each, an “Obligor”), the Persons listed on the signature pages hereof und

Humacyte, Inc. Compensation Clawback Policy.

Exhibit 97 Humacyte, Inc. Compensation Clawback Policy Adopted September 14, 2023 Purpose The Board of Directors (the “Board”) of Humacyte, Inc. (the “Corporation”) believes that it is in the best interest of the Corporation and its stockholders to maintain a culture that emphasizes integrity and accountability and that reinforces the Corporation’s compensation philosophy. The Board has therefore

As filed with the Securities and Exchange Commission on March 28, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Humacyte, Inc. (Exact name of registrant a

As filed with the Securities and Exchange Commission on March 28, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Humacyte, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) (2) Proposed Maximum Offering Price Per Unit(3) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be Paid Equity Common Stoc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-395

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): March 22, 2024 Humacyte, Inc. (Ex

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): March 22, 2024 Humacyte, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39532 85-1763759 (State or other jurisdiction of incorporation or organization) (Comm

Humacyte Fourth Quarter and Year End 2023 Financial Results and Business Update -Biologics License Application (BLA) for HAV™ Accepted by FDA on February 8, 2024- -BLA Granted Priority Review for Vascular Trauma Indication; PDUFA date set for August

Exhibit 99.1 Humacyte Fourth Quarter and Year End 2023 Financial Results and Business Update -Biologics License Application (BLA) for HAV™ Accepted by FDA on February 8, 2024- -BLA Granted Priority Review for Vascular Trauma Indication; PDUFA date set for August 10, 2024- -Raised approximately $43.1 million in net proceeds from public offering of common stock- -Conference call and live webcast at

HUMA / Humacyte, Inc. / Niklason Laura E - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6) HUMACYTE, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 44486Q 103 (CUSIP Number) Laura E. Niklason Brady W. Dougan Ayabudge LLC c/o Humacyte, Inc. 2525 E NC Highway 54 Durham, North Carolina 27713 (919) 31

US0207511033 / Alpha Healthcare Acquisition Corp., Class A / FRESENIUS MEDICAL CARE HOLDINGS INC /NY/ - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2 HUMACYTE, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 020751103 (CUSIP Number) Thomas D. Brouillard, Jr. Fresenius Medical Care North America 920 Winter Street Waltham MA 02451-1547 781-699-9000 Copy to: R

Humacyte, Inc. Announces Pricing of $40.2 Million Public Offering of Common Stock

Exhibit 99.2 Humacyte, Inc. Announces Pricing of $40.2 Million Public Offering of Common Stock DURHAM, N.C., February 29, 2024 – Humacyte, Inc. (Nasdaq: HUMA), a clinical-stage biotechnology platform company developing universally implantable, bioengineered human tissue at commercial scale, today announced the pricing of an underwritten public offering of 13,400,000 shares of its common stock at a

Humacyte, Inc. Announces Proposed Public Offering of Common Stock

Exhibit 99.1 Humacyte, Inc. Announces Proposed Public Offering of Common Stock DURHAM, N.C., February 29, 2024 – Humacyte, Inc. (Nasdaq: HUMA), a clinical-stage biotechnology platform company developing universally implantable, bioengineered human tissue at commercial scale, today announced that it has commenced an underwritten public offering of its common stock. In addition, Humacyte intends to

Underwriting Agreement, dated February 29, 2024, by and among Humacyte, Inc., and Cowen and Company, LLC and Cantor Fitzgerald & Co. as representatives of the Underwriters.

Exhibit 1.1 13,400,000 Shares HUMACYTE, INC. Common Stock UNDERWRITING AGREEMENT February 29, 2024 COWEN AND COMPANY, LLC CANTOR FITZGERALD & CO. As Representatives of the several Underwriters c/o Cowen and Company, LLC 599 Lexington Avenue New York, New York 10022 c/o Cantor Fitzgerald & Co. 110 E. 59th St., 6th Floor New York, New York 10022 Dear Sirs and Madams: 1. INTRODUCTORY. Humacyte, Inc.,

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): February 29, 2024 Humacyte, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39532 85-1763759 (State or other jurisdiction of incorporation or organization) (C

13,400,000 Shares Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-267225 PROSPECTUS SUPPLEMENT (To Prospectus dated September 9, 2022) 13,400,000 Shares Common Stock We are offering 13,400,000 shares of our common stock, par value $0.0001 per share, pursuant to this prospectus supplement. Our common stock is listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “HUMA.” On Feb

Financial Statements and Exhibits, Other Events

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): February 29, 2024 Humacyte, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39532 85-1763759 (State or other jurisdiction of incorporation or organization) (C

Subject to completion, dated February 29, 2024

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-267225 The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where

Universally Implantable Regenerative Human Tissue 1 Exhibit 99.1 2 Disclaimer These slides and the accompanying oral presentation contain forward-looking statements. All statements, other than statements of historical fact, included in these slides a

Universally Implantable Regenerative Human Tissue 1 Exhibit 99.1 2 Disclaimer These slides and the accompanying oral presentation contain forward-looking statements. All statements, other than statements of historical fact, included in these slides and the accompanying oral presentation are forward-looking statements reflecting management’s current beliefs and expectations. In some cases, you can

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): February 9, 2024 Humacyte, Inc. (

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): February 9, 2024 Humacyte, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39532 85-1763759 (State or other jurisdiction of incorporation or organization) (Co

Human Acellular Vessel™ (HAV™) Biologics License Application Granted Priority Review by U.S. FDA for the Treatment of Vascular Trauma – BLA submission supported by results from Phase 2/3 clinical trial and outcomes of real-world use of the HAV under

Exhibit 99.1 Human Acellular Vessel™ (HAV™) Biologics License Application Granted Priority Review by U.S. FDA for the Treatment of Vascular Trauma – BLA submission supported by results from Phase 2/3 clinical trial and outcomes of real-world use of the HAV under a Humanitarian Aid Program to treat wartime trauma injuries in Ukraine – – The HAV had higher rates of patency, and lower rates of amputa

Financial Statements and Exhibits, Other Events

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): December 12, 2023 Humacyte, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39532 85-1763759 (State or other jurisdiction of incorporation or organization) (C

Humacyte Submits Biologics License Application (BLA) to U.S. FDA Seeking Approval of Human Acellular Vessel™ (HAV™) for the Treatment of Vascular Trauma – BLA supported by results from Phase 2/3 clinical trial and outcomes of real-world use of the HA

Exhibit 99.1 Humacyte Submits Biologics License Application (BLA) to U.S. FDA Seeking Approval of Human Acellular Vessel™ (HAV™) for the Treatment of Vascular Trauma – BLA supported by results from Phase 2/3 clinical trial and outcomes of real-world use of the HAV under a humanitarian aid program to treat wartime trauma injuries in Ukraine – – The HAV had higher rates of patency, and lower rates o

US0207511033 / Alpha Healthcare Acquisition Corp., Class A / FRESENIUS MEDICAL CARE HOLDINGS INC /NY/ - SC 13D/A Activist Investment

SC 13D/A 1 tm2331316d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) HUMACYTE, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 020751103 (CUSIP Number) Thomas D. Brouillard, Jr. Fresenius Medical Care North America 920 Winter Street Wa

Humacyte Third Quarter 2023 Financial Results and Business Update – Positive top line results from the V005 Phase 2/3 trial of the Human Acellular Vessel™ (HAV™) in vascular trauma repair – – BLA for an indication in vascular trauma planned to be fil

Exhibit 99.1 Humacyte Third Quarter 2023 Financial Results and Business Update – Positive top line results from the V005 Phase 2/3 trial of the Human Acellular Vessel™ (HAV™) in vascular trauma repair – – BLA for an indication in vascular trauma planned to be filed with the FDA during the current quarter – - Conference call and live webcast at 4:30 p.m. ET today - DURHAM, N.C., November 9, 2023 –

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 9, 2023 Humacyte, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39532 85-1763759 (State or other jurisdiction of incorporation or organization) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Num

HUMA / Humacyte Inc / Niklason Laura E - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) HUMACYTE, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 44486Q 103 (CUSIP Number) Laura E. Niklason Brady W. Dougan Ayabudge LLC c/o Humacyte, Inc. 2525 E NC Highway 54 Durham, North Carolina 27713 (919) 31

Financial Statements and Exhibits, Other Events

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 12, 2023 Humacyte, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39532 85-1763759 (State or other jurisdiction of incorporation or organization) (

Humacyte Announces Positive Top Line Results from Phase 2/3 Trial of Human Acellular Vessel™ (HAV™) in Treatment of Patients with Vascular Trauma -- Single-arm clinical trial was a success and showed the HAV had higher rates of patency, and lower rat

Exhibit 99.1 Humacyte Announces Positive Top Line Results from Phase 2/3 Trial of Human Acellular Vessel™ (HAV™) in Treatment of Patients with Vascular Trauma - Single-arm clinical trial was a success and showed the HAV had higher rates of patency, and lower rates of amputation and infection, compared to historic synthetic graft benchmarks - - BLA planned to be filed with FDA in 4th Quarter 2023 -

HUMA / Humacyte Inc / Niklason Laura E - SC 13D/A Activist Investment

SC 13D/A 1 humaschedule13da4.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) HUMACYTE, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 44486Q 103 (CUSIP Number) Laura E. Niklason Brady W. Dougan Ayabudge LLC c/o Humacyte, Inc. 2525 E NC Highwa

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): August 14, 2023 Humacyte, Inc. (E

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): August 14, 2023 Humacyte, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39532 85-1763759 (State or other jurisdiction of incorporation or organization) (Com

Humacyte Second Quarter 2023 Financial Results and Business Update – Completed Enrollment in Phase 2/3 V005 Trial of HAV™ in Vascular Trauma Repair; Top-Line Results on Track for Q3 2023 – – Results from Vascular Trauma Humanitarian Program in Ukrain

Exhibit 99.1 Humacyte Second Quarter 2023 Financial Results and Business Update – Completed Enrollment in Phase 2/3 V005 Trial of HAV™ in Vascular Trauma Repair; Top-Line Results on Track for Q3 2023 – – Results from Vascular Trauma Humanitarian Program in Ukraine Highlighted at 2023 Military Health System Research Symposium – - Conference call and live webcast at 8:00 a.m. ET today - DURHAM, N.C.

(incorporated by reference to Exhibit 10.1 to Humacyte, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2023).

Exhibit 10.1 Execution Version REVENUE INTEREST PURCHASE AGREEMENT dated as of May 12, 2023 among HUMACYTE GLOBAL, INC., as the Company, HUMACYTE, INC., as Parent, the Purchasers from time to time party hereto and HOOK SA LLC, as Purchaser Agent TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.01 Definitions. 1 ARTICLE II PURCHASE OF REVENUE INTERESTS; PAYMENTS 31 Section 2.01 Purchase of Reven

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number:

Humacyte Completes Enrollment in Phase 2/3 Trial of Human Acellular Vessel™ (HAV™) for Vascular Trauma Repair -Top-line results planned to be released in third quarter 2023 -Trial results are intended to support Biologics License Application (BLA) pl

Exhibit 99.1 Humacyte Completes Enrollment in Phase 2/3 Trial of Human Acellular Vessel™ (HAV™) for Vascular Trauma Repair -Top-line results planned to be released in third quarter 2023 -Trial results are intended to support Biologics License Application (BLA) planned for fourth quarter 2023- DURHAM, N.C., July 26, 2023 – Humacyte, Inc. (Nasdaq: HUMA), a clinical-stage biotechnology platform compa

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 26, 2023 Humacyte, Inc. (Exa

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 26, 2023 Humacyte, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39532 85-1763759 (State or other jurisdiction of incorporation or organization) (Commi

Up to 1,333,334 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-272550 PROSPECTUS Up to 1,333,334 Shares of Common Stock This prospectus relates to the offer and sale from time to time by the selling stockholders named in this prospectus or their permitted transferees (the “selling stockholders”) of up to 1,333,334 shares of our common stock, $0.0001 par value per share (the “common stock”

June 16, 2023

June 16, 2023 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Alan Campbell Re: Humacyte, Inc. Registration Statement Filed on Form S-3 (the “Registration Statement”) File No. 333-272550 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Humacyte, Inc. (the “Company”) hereby resp

LETTER

United States securities and exchange commission logo June 15, 2023 Dale Sander Chief Financial Officer Humacyte, Inc.

HUMA / Humacyte Inc / Niklason Laura E - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) HUMACYTE, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 44486Q 103 (CUSIP Number) Laura E. Niklason Brady W. Dougan Ayabudge LLC c/o Humacyte, Inc. 2525 E NC Highway 54 Durham, North Carolina 27713 (919) 31

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Humacyte, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be Paid Equity Common Stock, par

As filed with the Securities and Exchange Commission on June 9, 2023

S-3 1 humaoresales-3.htm S-3 Table of Contents As filed with the Securities and Exchange Commission on June 9, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Humacyte, Inc. (Exact name of registrant as specified in its charter) Delaware 85-1763759 (State or other jurisdiction of inc

Option Agreement, dated as of May 12, 2023, by and among Humacyte, Inc., TPC Investments III LP and TPC Investments Solutions LP. (incorporated by reference to Exhibit 4.1 to Humacyte, Inc.’s Registration Statement on Form S-3, filed with the SEC on June 9, 2023).

Exhibit 4.1 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE OPTION AGREEMENT This OPTION AGREEMENT (this “Agreement”), is made a

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 7, 2023 Humacyte, Inc. (Exac

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 7, 2023 Humacyte, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39532 85-1763759 (State or other jurisdiction of incorporation or organization) (Commis

HUMA / Humacyte Inc / Niklason Laura E - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) HUMACYTE, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 44486Q 103 (CUSIP Number) Laura E. Niklason Brady W. Dougan Ayabudge LLC c/o Humacyte, Inc. 2525 E NC Highway 54 Durham, North Carolina 27713 (919) 31

Humacyte First Quarter 2023 Financial Results and Business Update - Human Acellular Vessel™ (HAV™) granted second RMAT designation by the FDA, for Vascular Trauma - - Completion of enrollment in Phase 3 trial of HAV in Hemodialysis Access in End-Stag

Exhibit 99.1 Humacyte First Quarter 2023 Financial Results and Business Update - Human Acellular Vessel™ (HAV™) granted second RMAT designation by the FDA, for Vascular Trauma - - Completion of enrollment in Phase 3 trial of HAV in Hemodialysis Access in End-Stage Renal Disease Patients - - Conference call and live webcast at 8:00 a.m. ET today - DURHAM, N.C., May 12, 2023 – Humacyte, Inc. (Nasdaq

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 12, 2023 Humacyte, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39532 85-1763759 (State or other jurisdiction of incorporation or organization) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6

Definitive Proxy Statement on Schedule 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-395

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): March 24, 2023 Humacyte, Inc. (Ex

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): March 24, 2023 Humacyte, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39532 85-1763759 (State or other jurisdiction of incorporation or organization) (Comm

Executive Employment Agreement,

Exhibit 10.12 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (“Agreement”) is made and entered into by Humacyte, Inc. (“Humacyte” or the “Company”) and Shamik Parikh, MD (hereinafter “Executive”) on January 13, 2022. This Agreement will become effective upon Executive’s commencement of employment with the Company (such date, the “Effective Date”), April 4, 2022. WHEREAS, the Co

Humacyte Announces Fourth Quarter and Year End 2022 Financial Results and Business Update -- Enrollment Nearing Completion in Human Acellular Vessel™ (HAV™) Phase 2/3 Trial in Vascular Trauma and Phase 3 Trial in Arteriovenous (AV) Access in Hemodial

Exhibit 99.1 Humacyte Announces Fourth Quarter and Year End 2022 Financial Results and Business Update - Enrollment Nearing Completion in Human Acellular Vessel™ (HAV™) Phase 2/3 Trial in Vascular Trauma and Phase 3 Trial in Arteriovenous (AV) Access in Hemodialysis Patients - Multiple publications and scientific meeting presentations highlighting clinical and preclinical HAV results – - Conferenc

Executive Employment Agreement, dated May 18, 2021, between Dale Sander and Humacyte, Inc. (incorporated by reference to Exhibit 10.11 to Humacyte, Inc.’s Annual Report on Form 10-K, filed with the SEC on March 24, 2023).

Exhibit 10.11 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (“Agreement”) is made and entered into by Humacyte, Inc. (“Humacyte” or the “Company”) and Dale Sander (hereinafter “Executive”) dated May 18, 2021 (the “Effective Date”). WHEREAS, the Company promoted Executive to become Humacyte’s Chief Corporate Development Officer, Chief Financial Officer and Treasurer and Executi

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): March 10, 2023 Humacyte, Inc. (Ex

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): March 10, 2023 Humacyte, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39532 85-1763759 (State or other jurisdiction of incorporation or organization) (Comm

Exhibit 3.2 to our Annual Report

Exhibit 3.2 AMENDED AND RESTATED BY LAWS OF HUMACYTE, INC. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered agen

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): December 8, 2022 Humacyte, Inc. (

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): December 8, 2022 Humacyte, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39532 85-1763759 (State or other jurisdiction of incorporation or organization) (Co

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 10, 2022 Humacyte, Inc.

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 10, 2022 Humacyte, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39532 85-1763759 (State or other jurisdiction of incorporation or organization) (C

Humacyte Third Quarter 2022 Financial Results and Business Update -- Progress Continues in Clinical Development of Human Acellular Vessel™ (HAV™) for Vascular Trauma; BLA Filing Anticipated mid 2023 – -- Experience with HAV in Ukrainian War Vascular

Exhibit 99.1 Humacyte Third Quarter 2022 Financial Results and Business Update - Progress Continues in Clinical Development of Human Acellular Vessel™ (HAV™) for Vascular Trauma; BLA Filing Anticipated mid 2023 – - Experience with HAV in Ukrainian War Vascular Trauma Mirrors Clinical Experiences in Civilians in the U.S., High Patency and Low Rates of Amputation and Infection Observed – - Pre-Clini

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Num

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 15, 2022 Humacyte, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39532 85-1763759 (State or other jurisdiction of incorporation or organization) (

Humacyte Expands Board of Directors and Leadership Team with New Appointments Lt. General Bruce Green, M.D., USAF-ret. Joins Board of Directors Cindy Cao, Ph.D. Appointed as Chief Regulatory Officer

Exhibit 99.1 Humacyte Expands Board of Directors and Leadership Team with New Appointments Lt. General Bruce Green, M.D., USAF-ret. Joins Board of Directors Cindy Cao, Ph.D. Appointed as Chief Regulatory Officer DURHAM, N.C., - Sept. 20, 2022 - Humacyte, Inc. (Nasdaq: HUMA), a clinical-stage biotechnology platform company developing universally implantable bioengineered human tissues, today announ

HUMA / Humacyte, Inc. / Niklason Laura E - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) HUMACYTE, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 44486Q 103 (CUSIP Number) Laura E. Niklason Brady W. Dougan Ayabudge LLC c/o Humacyte, Inc. 2525 E NC Highway 54 Durham, North Carolina 27713 (919) 31

As filed with the Securities and Exchange Commission on September 12, 2022

As filed with the Securities and Exchange Commission on September 12, 2022 Registration No.

Up to 89,716,840 Shares of Common Stock Up to 5,177,500 Shares of Common Stock Issuable Upon Exercise of Warrants

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-267222 PROSPECTUS Up to 89,716,840 Shares of Common Stock Up to 5,177,500 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus relates to the issuance by us of an aggregate of up to 5,177,500 shares of our common stock, $0.0001 par value per share (the ?common stock?), which consists of (i) up to 177,500 s

Up to $80,000,000 Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-267225 PROSPECTUS Up to $80,000,000 Common Stock We have entered into an Open Market Sale AgreementSM, dated September 1, 2022 (the ?Sales Agreement?), with Jefferies LLC (?Jefferies?), relating to the sale of shares of our common stock, par value $0.0001 per share, offered by this prospectus. In accordance with the terms of t

September 7, 2022

September 7, 2022 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Joshua Gorsky Re: Humacyte, Inc. Registration Statement Filed on Form S-3 (the ?Registration Statement?) File No. 333-267225 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Humacyte, Inc. (the ?Company?) hereby

LETTER

United States securities and exchange commission logo September 6, 2022 Dale A. Sander Chief Financial Officer Humacyte, Inc. 2525 East North Carolina Highway 54 Durham, NC 27713 Re: Humacyte, Inc. Registration Statement on Form S-3 Filed September 1, 2022 File No. 333-267222 Dear Mr. Sander: This is to advise you that we have not reviewed and will not review your registration statement. Please re

September 7, 2022

CORRESP 1 filename1.htm September 7, 2022 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Joshua Gorsky Re: Humacyte, Inc. Registration Statement Filed on Form S-3 (the “Registration Statement”) File No. 333-267222 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Humacyte, Inc.

LETTER

United States securities and exchange commission logo September 6, 2022 Dale A. Sander Chief Financial Officer Humacyte, Inc. 2525 East North Carolina Highway 54 Durham, NC 27713 Re: Humacyte, Inc. Registration Statement on Form S-3 Filed September 1, 2022 File No. 333-267225 Dear Mr. Sander: This is to advise you that we have not reviewed and will not review your registration statement. Please re

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Humacyte, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be Paid Equity Common Stock, par va

As filed with the Securities and Exchange Commission on September 1, 2022

Table of Contents As filed with the Securities and Exchange Commission on September 1, 2022 Registration No.

Form of senior debt security (included in Exhibit 4.6).

EXHIBIT 4.6 HUMACYTE, INC. TO AS TRUSTEE INDENTURE DATED AS OF , 20 SENIOR DEBT SECURITIES TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.1 Definitions. 1 Section 1.2 Compliance Certificates and Opinions. 7 Section 1.3 Form of Documents Delivered to Trustee. 8 Section 1.4 Acts of Holders; Record Dates. 8 Section 1.5 Notices, etc., to Trustee an

Form of subordinated debt security (included in Exhibit 4.8).

EXHIBIT 4.8 HUMACYTE, INC. TO AS TRUSTEE INDENTURE DATED AS OF , 20 SUBORDINATED DEBT SECURITIES TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.1 Definitions. 1 Section 1.2 Compliance Certificates and Opinions. 9 Section 1.3 Form of Documents Delivered to Trustee. 9 Section 1.4 Acts of Holders; Record Dates. 10 Section 1.5 Notices, etc., to Tru

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Humacyte, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be Paid Equity Common Stock, par

Open Market Sale Agreement, dated September 1, 2022, by and between Humacyte, Inc. and Jefferies LLC, (incorporated by reference to Exhibit 1.2 to Humacyte, Inc.’s Registration Statement on Form S-3 (File No. 333-267225), filed with the SEC on September 1, 2022).

EX-1.2 3 humashelfatms-3xexhibit12.htm EX-1.2 Exhibit 1.2 EXECUTION VERSION OPEN MARKET SALE AGREEMENTSM September 1, 2022 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Humacyte, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or

As filed with the Securities and Exchange Commission on September 1, 2022

Table of Contents As filed with the Securities and Exchange Commission on September 1, 2022 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number:

Humacyte Second Quarter 2022 Financial Results and Business Update -- Human Acellular Vessels™ (HAVs™) successfully implanted in wounded Ukrainian citizens and reported to be functioning, saving limbs – -- Hosted key opinion leader (KOL) webinar on H

Exhibit 99.1 Humacyte Second Quarter 2022 Financial Results and Business Update - Human Acellular Vessels? (HAVs?) successfully implanted in wounded Ukrainian citizens and reported to be functioning, saving limbs ? - Hosted key opinion leader (KOL) webinar on HAV in the treatment of vascular trauma, featuring Ernest E. Moore, M.D and Gregory A. Magee, M.D. ? - Strengthened Board of Directors with

Up to 89,706,840 Shares of Common Stock Up to 5,177,500 Shares of Common Stock Issuable Upon Exercise of Warrants

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-259624 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated April 4, 2022) Up to 89,706,840 Shares of Common Stock Up to 5,177,500 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus supplement supplements the prospectus dated April 4, 2022 (the ?Prospectus?), which forms a part of our registration statement

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 12, 2022 Humacyte, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39532 85-1763759 (State or other jurisdiction of incorporation or organization) (Com

Up to 89,706,840 Shares of Common Stock Up to 5,177,500 Shares of Common Stock Issuable Upon Exercise of Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-259624 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated April 4, 2022) Up to 89,706,840 Shares of Common Stock Up to 5,177,500 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus supplement supplements the prospectus dated April 4, 2022 (as supplemented to date, the ?Prospectus?), which forms a part of our registration sta

Submission of Matters to a Vote of Security Holders

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 9, 2022 Humacyte, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39532 85-1763759 (State or other jurisdiction of incorporation or organization) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number:

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 13, 2022 Humacyte, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39532 85-1763759 (State or other jurisdiction of incorporation or organization) (Commis

Up to 89,706,840 Shares of Common Stock Up to 5,177,500 Shares of Common Stock Issuable Upon Exercise of Warrants

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-259624 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated April 4, 2022) Up to 89,706,840 Shares of Common Stock Up to 5,177,500 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus supplement supplements the prospectus dated April 4, 2022 (the ?Prospectus?), which forms a part of our registration statement

Humacyte First Quarter 2022 Financial Results and Business Update -- Human Acellular Vessels™ (HAVs™) shipped to six hospitals in Ukraine for treatment of civilian and military vascular trauma injuries – -- Strengthened leadership team with appointme

EX-99.1 2 huma-20220513xexx991.htm EX-99.1 Exhibit 99.1 Humacyte First Quarter 2022 Financial Results and Business Update - Human Acellular Vessels™ (HAVs™) shipped to six hospitals in Ukraine for treatment of civilian and military vascular trauma injuries – - Strengthened leadership team with appointment of Shamik Parikh M.D., as Chief Medical Officer – - Multiple scientific meeting presentations

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 huma-2022defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 huma-2022def14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, fo

Up to 89,706,840 Shares of Common Stock Up to 5,177,500 Shares of Common Stock Issuable Upon Exercise of Warrants

Table of Contents Filed Pursuant to Rule 424(b)(7) Registration No. 333-259624 PROSPECTUS Up to 89,706,840 Shares of Common Stock Up to 5,177,500 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus relates to the issuance by us of an aggregate of up to 5,177,500 shares of our common stock, $0.0001 par value per share (the ?common stock?), which consists of (i) up to 177,500 s

As filed with the Securities and Exchange Commission on March 30, 2022

As filed with the Securities and Exchange Commission on March 30, 2022 Registration No.

Humacyte Reports Fourth Quarter and Year End 2021 Financial Results and Provides Business Update --Advancing late-stage clinical and preclinical programs of the Human Acellular Vessel™ (HAV™) and other engineered tissues across several indications--

Exhibit 99.1 Humacyte Reports Fourth Quarter and Year End 2021 Financial Results and Provides Business Update -Advancing late-stage clinical and preclinical programs of the Human Acellular Vessel? (HAV?) and other engineered tissues across several indications- -Multiple publications and scientific meeting presentations highlighting clinical and preclinical HAV results- -Conference call and live we

Executive Separation and Release Agreement, dated December 23, 2021, between Jeffrey Lawson, M.D. and Humacyte, Inc.

Exhibit 10.11.2 EXECUTIVE SEPARATION AND RELEASE AGREEMENT This Executive Separation and Release Agreement (?Agreement?) is entered into by and between Humacyte, Inc. (?Humacyte?) and Jeffrey Lawson, M.D., Ph.D. (?Executive?), effective as of the date signed by Executive (the ?Effective Date?). Humacyte and Executive are collectively referred to as the ?Parties.? WHEREAS, Executive entered into an

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-395

Exhibit 4.6

Exhibit 4.6 DESCRIPTION OF THE COMPANY?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED The authorized capital stock of Humacyte, Inc. (f/k/a Alpha Healthcare Acquisition Corp.), a Delaware corporation (?we,? ?us,? ?our,? or the ?Company?), consists of: (i) 250,000,000 shares of common stock, $0.0001 par value per share (?Common Stock?), and (ii) 20

Sixth Amendment to Exclusive Patent License Agreement, dated January 10, 2022, between Duke University and Humacyte Global, Inc. (incorporated by reference to Exhibit 10.7.6 to Humacyte, Inc.’s Annual Report on Form 10-K filed with the SEC on March 29, 2022).

Exhibit 10.7.6 SIXTH AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENT This Sixth Amendment (this ?Sixth Amendment?), effective as of January 10, 2022 (?EFFECTIVE DATE?), amends the Exclusive Patent License Agreement, effective March 14, 2006, as amended by the First Amendment to Exclusive Patent License Agreement, effective as of February 25, 2011, the Second Amendment to Exclusive Patent License A

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 29, 2022 Humacyte, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39532 85-1763759 (State or other jurisdiction of incorporation or organization) (Comm

Alpha Healthcare Acquisition Corp. Unit / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Humacyte, Inc. formerly known as Alpha Healthcare Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 020751202 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check

HUMA / Humacyte, Inc. / Parian Global Management LP Passive Investment

SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Humacyte, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 44486Q103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

1 Humacyte, Inc. Universally Implantable Regenerative Human Tissue 2 DISCLAIMER These slides and the accompanying oral presentation contain forward-looking statements. All statements, other than statements of historical fact, included in these slides

Exhibit 99.1 1 Humacyte, Inc. Universally Implantable Regenerative Human Tissue 2 DISCLAIMER These slides and the accompanying oral presentation contain forward-looking statements. All statements, other than statements of historical fact, included in these slides and the accompanying oral presentation are forward-looking statements reflecting management?s current beliefs and expectations. In some

Regulation FD Disclosure, Financial Statements and Exhibits

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): January 10, 2022 Humacyte, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39532 85-1763759 (State or other jurisdiction of incorporation or organization) (Co

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2021 Humacyte, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39532 85-1763759 (State or other jurisdiction of incorporation

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): December 20, 2021 Humacyte, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39532 85-1763759 (State or other jurisdiction of incorporation or organization) (C

Up to 90,006,840 Shares of Common Stock Up to 5,177,500 Shares of Common Stock Issuable Upon Exercise of Warrants

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(7) ?Registration No. 333-259624? PROSPECTUS Up to 90,006,840 Shares of Common Stock Up to 5,177,500 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus relates to the issuance by us of an aggregate of up to 5,177,500 shares of our common stock, $0.0001 par value per share (the ?common stock?), which consists of (i) up to 177,50

Power of attorney (included on signature page).

Table of Contents As filed with the Securities and Exchange Commission on November 19, 2021 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPO

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Humacyte Presents New 12-Month Data from HAVs™ Produced Using Commercial-Scale Manufacturing System -- Performance of HAVs produced in the LUNA200TM commercial-scale system demonstrated efficacy that is similar to prior HAV performance in dialysis ac

Exhibit 99.1 Humacyte Presents New 12-Month Data from HAVs? Produced Using Commercial-Scale Manufacturing System - Performance of HAVs produced in the LUNA200TM commercial-scale system demonstrated efficacy that is similar to prior HAV performance in dialysis access trials ? - 83% secondary patency observed at 12 months post-implantation ? - Data presented today in keynote presentation at 6th Worl

Financial Statements and Exhibits, Other Events

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 15, 2021 Humacyte, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39532 85-1763759 (State or other jurisdiction of incorporation or organization) (C

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 12, 2021 Humacyte, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39532 85-1763759 (State or other jurisdiction of incorporation or organization) (C

Humacyte Reports Third Quarter 2021 Financial Results and Provides Business Highlights -- Completed business combination with Alpha Healthcare Acquisition Corp. and raised $242M in proceeds -- -- Progressed advanced-stage clinical- and early-stage pr

Exhibit 99.1 Humacyte Reports Third Quarter 2021 Financial Results and Provides Business Highlights - Completed business combination with Alpha Healthcare Acquisition Corp. and raised $242M in proceeds - - Progressed advanced-stage clinical- and early-stage programs of the human acellular vessel (HAV?) and other engineered tissue platform applications - DURHAM, N.C. ? Nov. 12, 2021 ? Humacyte, Inc

As filed with the Securities and Exchange Commission on October 28, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Humacyte, Inc. (Exact name of registrant a

As filed with the Securities and Exchange Commission on October 28, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Humacyte, Inc.

Up to 90,006,840 Shares of Common Stock Up to 5,177,500 Shares of Common Stock Issuable Upon Exercise of Warrants

TABLE OF CONTENTS ? Filed Pursuant to Rule 424(b)(7)? PROSPECTUS?Registration No. 333-259624 Up to 90,006,840 Shares of Common Stock Up to 5,177,500 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus relates to the issuance by us of an aggregate of up to 5,177,500 shares of our common stock, $0.0001 par value per share (the ?common stock?), which consists of (i) up to 177,50

As filed with the Securities and Exchange Commission on October 21, 2021

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 21, 2021 Registration No.

October 21, 2021

October 21, 2021 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Jordan Nimitz Re: Humacyte, Inc. Registration Statement Filed on Form S-1 (the ?Registration Statement?) File No. 333-259624 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Humacyte, Inc. (the ?Company?) hereby r

LETTER

United States securities and exchange commission logo September 21, 2021 Laura E. Niklason President and Chief Executive Officer Humacyte, Inc. 2525 East North Carolina Highway 54 Durham, NC 27713 Re: Humacyte, Inc. Registration Statement Filed on Form S-1 Filed September 17, 2021 File No. 333-259624 Dear Ms. Niklason: This is to advise you that we have not reviewed and will not review your regist

Second Amendment to Loan and Security Agreement, dated as of September 17, 2021, by and among Humacyte, Inc., Humacyte Global, Inc., Silicon Valley Bank and SVB Innovation Credit Fund VIII, L.P. (incorporated by reference to Exhibit 10.2.2 to Humacyte, Inc.’s Registration Statement on Form S–1, filed with the SEC on September 17, 2021).

? Exhibit 10.2.2 ? SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT This SECOND AMENDMENT to Loan and Security Agreement (this ?Amendment?) is entered into as of September 17, 2021 by and among (a) SILICON VALLEY BANK, a California corporation (?SVB?), in its capacity as administrative agent and collateral agent (?Agent?), (b) SVB, as a lender, (c) SVB INNOVATION CREDIT FUND VIII, L.P., a Delaware

As filed with the Securities and Exchange Commission on September 17, 2021

Table of Contents As filed with the Securities and Exchange Commission on September 17, 2021 Registration No.

HUMA / Humacyte, Inc. / PTC Trustees GY Ltd as Trustee of The GYF Trust Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.)* HUMACYTE, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 44486Q103 (CUSIP Number) August 26, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT JOINT FILING AGREEMENT, dated as of the 8th day of September, 2021, between PTC Trustees GY Limited as Trustee of The GYF Trust and Gavril Abramovich Yushvaev (collectively, the ?Joint Filers?). WHEREAS, pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), the parties hereto desire to satisfy any filing obligation

Alpha Healthcare Acquisition Corp., Class A / FRESENIUS MEDICAL CARE HOLDINGS INC /NY/ - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) HUMACYTE, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 020751103 (CUSIP Number) Mark Fawcett Fresenius Medical Care North America 920 Winter Street Waltham MA 02451-1547 781 699 2668 Copy to: Robert A. Grau

Joint Filing Agreement between Fresenius Medical Care Holdings, Inc. and Fresenius Medical Care AG & Co., KGaA (filed herewith).

EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.0001 per share, of Humacyte, Inc., and further agree that this Joint Filing Agreement shall be incl

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): August 27, 2021 HUMACYTE, INC. (Exact name of registrant as specified in its charter) Delaware 001-39532 85-1763759 (State or other jurisdiction of incorporation) (Commission File Num

Humacyte, Inc. 2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.5 to Humacyte, Inc.’s Current Report on Form 8-K, filed with the SEC on August 27, 2021).

Exhibit 10.5 HUMACYTE, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN The purpose of the Plan is to provide eligible employees of the Company and each Designated Company with opportunities to purchase shares of the Company?s Common Stock. 1,030,033 shares of Common Stock have been approved and reserved for this purpose. Commencing on January 1, 2022 and on each subsequent anniversary thereof (but not foll

HUMA / Humacyte, Inc. / Niklason Laura E - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 HUMACYTE, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 44486Q 103 (CUSIP Number) Laura E. Niklason Brady W. Dougan Ayabudge LLC c/o Humacyte, Inc. 2525 E NC Highway 54 Durham, North Carolina 27713 (919) 313-9633 (Name, Addr