8-K
Humacyte, Inc. (HUMA)
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 24, 2021
ALPHA
HEALTHCARE ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39532 | 85-1763759 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> of incorporation) | (Commission<br> File Number) | (I.R.S.<br> Employer <br><br> Identification No.) |
| 1177 Avenue of the Americas, 5th Floor<br><br> <br>New York, New York | 10036 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
(646)494-3296
(Registrant’s telephone number, including area code)
Not
Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br>communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencements<br>communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of each exchange on which registered |
|---|---|---|
| Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant | AHACU | The Nasdaq Stock Market LLC |
| Class A Common Stock, par value $0.0001 per share | AHAC | The Nasdaq Stock Market LLC |
| Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | AHACW | The Nasdaq Stock Market LLC |
| ☒ | Indicate<br> by check mark whether the registrant is an emerging growth company as defined in Rule 405<br> of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities<br> Exchange Act of 1934 (§240.12b-2 of this chapter). | |
| --- | --- | |
| ☐ | If<br> an emerging growth company, indicate by check mark if the registrant has elected not to use<br> the extended transition period for complying with any new or revised financial accounting<br> standards provided pursuant to Section 13(a) of the Exchange Act. | |
| --- | --- |
Item5.07. Submission of Matters to a Vote of Security Holders
On August 24, 2021, Alpha Healthcare Acquisition Corp., a Delaware corporation (“AHAC” or the “Company”), held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, a total of least 7,912,056 shares (61.55%) of AHAC’s issued and outstanding common stock held of record as of July 21, 2021, the record date for the Special Meeting, were present either in person or by proxy, which constituted a quorum. Of these 7,912,056 shares of common stock, 2,500,000 were Class B Common Stock, par value $0.0001 per share, of AHAC (“Class B Common Stock”) and 5,412,056 were Class A Common Stock, par value $0.0001 per share, of AHAC (“Class A Common Stock”). AHAC’s stockholders voted on the following proposals at the Special Meeting, which were set forth in the definitive proxy statement/prospectus for the Special Meeting that was filed with the Securities and Exchange Commission (the “SEC”) on August 4, 2021 (the “FinalProspectus”), each of which was approved. The final vote tabulation for each proposal is set forth below.
| 1. | The Business Combination Proposal. To adopt a proposal to (a) adopt and approve the Business<br> Combination Agreement, dated as of February 17, 2021 (the “Business Combination Agreement”), by and among AHAC, Hunter Merger Sub, Inc., a Delaware corporation<br> (“Merger Sub”), a wholly-owned subsidiary of AHAC, and Humacyte,<br> Inc., a Delaware corporation (“Humacyte”), pursuant to which Merger<br> Sub will merge with and into Humacyte, with Humacyte surviving the merger as a wholly-owned<br> subsidiary of AHAC and (b) approve the Business Combination (as defined in the Business Combination<br> Agreement). In connection with the Business Combination, AHAC will be renamed “Humacyte,<br> Inc.” (“New Humacyte”) and Humacyte will be renamed “Humacyte<br> Global, Inc.” Subject to the terms and conditions set forth in the Business Combination<br> Agreement, at the Effective Time (as defined in the Business Combination Agreement): | |
|---|---|---|
| i. | each<br> share of common stock of Humacyte (“Humacyte Common Stock”) outstanding<br> as of immediately prior to the Effective Time will be cancelled and converted into the right<br> to receive a number of shares of common stock, $0.0001 par value per share, of New Humacyte<br> (“New Humacyte Common Stock”), based on an exchange ratio based<br> on an implied Humacyte vested equity value of $800,000,000 (the “Exchange Ratio”); | |
| --- | --- | |
| ii. | each<br> share of preferred stock of Humacyte (“Humacyte Preferred Stock”)<br> outstanding as of immediately prior to the Effective Time will be cancelled and converted<br> into the right to receive a number of shares of New Humacyte Common Stock based on the aggregate<br> number of shares of Humacyte Common Stock that would be issued upon conversion of the shares<br> of Humacyte Preferred Stock based on the applicable conversion ratio immediately prior to<br> the Effective Time, multiplied by the Exchange Ratio; | |
| --- | --- | |
| iii. | each<br> outstanding option or warrant to purchase Humacyte Common Stock will be converted into an<br> option or warrant, as applicable, to purchase a number of shares of New Humacyte Common Stock<br> equal to (i) the number of shares of Humacyte Common Stock subject to such option or warrant<br> multiplied by (ii) the Exchange Ratio at an exercise price per share equal to (iii) the exercise<br> price per share for such option or warrant immediately prior to the Effective Time divided<br> by (iv) the Exchange Ratio; and | |
| --- | --- | |
| iv. | each<br> share of Class A Common Stock and each share of Class B Common Stock that is issued and outstanding<br> immediately prior to the Effective Time shall become one share of New Humacyte Common Stock: | |
| --- | --- | |
| Votes For | Votes Against | Abstentions |
| --- | --- | --- |
| 7,862,833 | 42,414 | 6,809 |
| 2. | The Charter Amendment Proposal. To adopt a proposal to approve a proposed amended and restated<br> certificate of incorporation (the “Proposed Charter”), which will<br> amend and restate AHAC’s current certificate of incorporation (the “Current Charter”), and which Proposed Charter will be in effect upon the Closing (as<br> defined in the Business Combination Agreement): | |
| --- | --- | |
| Votes For | Votes Against | Abstentions |
| --- | --- | --- |
| 5,356,362 (Class A Common Stock) | 40,596 (Class A Common Stock) | 15,098 (Class A Common Stock) |
| 2,500,000 (Class B Common Stock) | 0 (Class B Common Stock) | 0 (Class B Common Stock) |
| 3. | TheAdvisory Charter Amendment Proposals. To adopt proposals to approve, on a non-binding advisory basis, the following material differences<br>between the Proposed Charter and the Current Charter, which are being presented in accordance with the requirements of the SEC as eight<br>separate sub-proposals: | |
|---|---|---|
| (a) | Advisory Charter Proposal A – To change the corporate name of New Humacyte to “Humacyte,<br> Inc.”: | |
| --- | --- | |
| Votes For | Votes Against | Abstentions |
| --- | --- | --- |
| 7,807,941 | 75,894 | 28,221 |
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| (b) | Advisory Charter Proposal B – To increase the authorized shares of common stock of AHAC<br> to 250,000,000 shares: | |
|---|---|---|
| Votes For | Votes Against | Abstentions |
| --- | --- | --- |
| 7,595,106 | 258,051 | 58,899 |
| (c) | Advisory Charter Proposal C – To increase the authorized shares of “blank check”<br> preferred stock that New Humacyte’s board of directors could issue to 20,000,000 shares: | |
|---|---|---|
| Votes For | Votes Against | Abstentions |
| --- | --- | --- |
| 7,529,679 | 313,746 | 68,631 |
| (d) | Advisory Charter Proposal D – To provide that the removal of any director be only for cause<br> and that the affirmative vote of at least 66 2/3% of New Humacyte’s then-outstanding<br> shares of capital stock entitled to vote generally in the election of directors: | |
| --- | --- | |
| Votes For | Votes Against | Abstentions |
| --- | --- | --- |
| 7,660,343 | 207,230 | 44,483 |
| (e) | Advisory Charter Proposal E – To provide that certain amendments to provisions of the Proposed<br> Charter will require the approval of at least 66 2/3% of New Humacyte’s then-outstanding<br> shares of capital stock entitled to vote on such amendment: | |
| --- | --- | |
| Votes For | Votes Against | Abstentions |
| --- | --- | --- |
| 7,698,602 | 165,914 | 47,540 |
| (f) | Advisory Charter Proposal F – To make New Humacyte’s corporate existence perpetual<br> as opposed to AHAC’s corporate existence, which is required to be dissolved and liquidated<br> 24 months following the closing of its initial public offering, and remove from the Proposed<br> Charter the various provisions applicable only to special purpose acquisition companies: | |
| --- | --- | |
| Votes For | Votes Against | Abstentions |
| --- | --- | --- |
| 7,800,856 | 87,537 | 23,663 |
| (g) | Advisory Charter Proposal G – To provide that certain amendments to provisions of the Proposed<br> Charter will remove the provision that allows stockholders to act by written consent as opposed<br> to holding a stockholders’ meeting: | |
| --- | --- | |
| Votes For | Votes Against | Abstentions |
| --- | --- | --- |
| 7,648,907 | 217,317 | 45,832 |
| 4. | The Nasdaq Stock Issuance Proposal. To adopt a proposal to approve (a) the issuance of up<br> to 95,000,000 newly issued shares of New Humacyte Common Stock in the Business Combination,<br> which amount will be determined as described as described in the Final Prospectus, and (b)<br> the issuance of an aggregate of 17,500,000 shares of New Humacyte Common Stock in the PIPE<br> Investment (as defined in the Business Combination Agreement): | |
| --- | --- | |
| Votes For | Votes Against | Abstentions |
| --- | --- | --- |
| 7,791,609 | 95,537 | 24,910 |
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| 5. | The Director Election Proposal. To approve the appointment of 11 directors who, upon consummation<br>of the Business Combination, will become directors of New Humacyte: | |
|---|---|---|
| Director Nominee | Votes For | Votes Withheld |
| --- | --- | --- |
| Brady Dougan | 7,790,780 | 121,276 |
| Jeffrey H. Lawson, M.D., Ph.D. | 7,791,688 | 120,368 |
| Max Wallace, J.D. | 7,789,883 | 122,173 |
| Gordan M. Binder | 7,790,250 | 121,806 |
| Todd M. Pope | 7,788,646 | 123,410 |
| Kathleen Sebelius | 7,748,962 | 163,094 |
| Rajiv Shukla | 7,788,132 | 123,924 |
| Emery N. Brown, M.D., Ph.D. | 7,792,610 | 119,446 |
| Michael T. Constantino | 7,789,146 | 122,910 |
| Laura E. Niklason, M.D., Ph.D. | 7,793,030 | 119,026 |
| Susan Windham-Bannister, Ph.D. | 7,792,426 | 119,630 |
| 6. | The Incentive Plan Proposal. To adopt a proposal to approve the Humacyte, Inc. 2021 Long-Term Incentive<br>Plan, a copy of which is appended the Final Prospectus as Annex D, which will become effective as of the Closing: | |
| --- | --- | |
| Votes For | Votes Against | Abstentions |
| --- | --- | --- |
| 7,733,093 | 125,796 | 53,167 |
| 7. | The Employee Stock Purchase Plan Proposal. To adopt a proposal to approve the Humacyte, Inc. 2021 Employee Stock Purchase Plan, a copy of which is appended to the Final Prospectus as Annex E, which will become effective as of the Closing; and | |
| --- | --- | |
| Votes For | Votes Against | Abstentions |
| --- | --- | --- |
| 7,726,909 | 147,650 | 37,497 |
| 8. | The Adjournment Proposal. To adopt a proposal to adjourn the Special Meeting to a later date or dates if it is determined that more time is necessary to approve, in the judgement of the board of directors of AHAC or the officer presiding over the Special Meeting, for AHAC to consummate the Business Combination. | |
| --- | --- | |
| Votes For | Votes Against | Abstentions |
| --- | --- | --- |
| 7,782,864 | 95,212 | 33,980 |
Item 8.01 Other Events
On August 24, 2021, AHAC and Humacyte issued a press release announcing that AHAC’s stockholders approved the Business Combination and the other proposals presented at the Special Meeting. This press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and incorporated into this Item 8.01 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit<br><br> <br>Number | Description |
|---|---|
| 99.1 | Press Release, dated August 24, 2021 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
[Signature Page Follows]
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned hereunto duly authorized.
| Date: August 24, 2021 | ALPHA HEALTHCARE ACQUISITION CORP. | |
|---|---|---|
| By: | /s/ Rajiv Shukla | |
| Rajiv Shukla | ||
| Chief Executive Officer |
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Exhibit 99.1
Alpha HealthcareAcquisition Corp. Announces Shareholder Approval
ofBusiness Combination with Humacyte
NEW YORK and Durham,N.C. – August 24, 2021 – Alpha Healthcare Acquisition Corp. (Nasdaq: AHAC) (“AHAC”), a special purpose acquisition company, today announced that its stockholders voted to approve the previously announced business combination with Humacyte, Inc., a clinical-stage biotechnology platform company developing universally implantable bioengineered human tissue at commercial scale, and all other proposals presented at AHAC’s special shareholder’s meeting held on August 24, 2021.
AHAC Shareholders approved the Business Combination proposal with 99.5% votes in favor of the approximately 61.6% of AHAC votes cast at the meeting. AHAC plans to file the results of the meeting, as tabulated by an independent inspector of elections, on a Form 8-K with the Securities and Exchange Commission (the “SEC”).
Subject to the satisfaction or waiver of the other customary closing conditions, the business combination is expected to close on August 26, 2021. Following the closing, the combined company will operate as Humacyte, Inc. and on or about August 27, 2021, its shares of common stock and warrants are expected to begin trading on the Nasdaq Global Select Market® under the new ticker symbols “HUMA” and “HUMAW,” respectively.
About Humacyte
Humacyte, Inc., is developing a disruptive biotechnology platform to deliver universally implantable bioengineered human tissues and organs designed to improve the lives of patients and transform the practice of medicine. The Company develops and manufactures acellular tissues to treat a wide range of diseases, injuries and chronic conditions. Humacyte’s initial opportunity, a portfolio of human acellular vessels (HAVs), is currently in late-stage clinical trials targeting multiple vascular applications, including vascular trauma repair, arteriovenous access for hemodialysis, and peripheral arterial disease. Pre-clinical development is also underway in coronary artery bypass grafts, pediatric heart surgery, treatment of type 1 diabetes, and multiple novel cell and tissue applications. Humacyte’s HAVs were the first product to receive the FDA’s Regenerative Medicine Advanced Therapy (RMAT) expedited review designation and received priority designation for the treatment of vascular trauma by the U.S. Secretary of Defense. For more information, visit www.Humacyte.com.
About Alpha HealthcareAcquisition Corp.
Alpha Healthcare Acquisition Corp. (ticker: AHAC) is a special purpose acquisition company formed for the purpose of effecting a business combination with one or more businesses in the healthcare sector. The company was founded by Mr. Rajiv Shukla who has two decades of buyouts, investments and operations experience in the healthcare industry. Mr. Shukla previously served as Chairman and Chief Executive Officer of Constellation Alpha Capital Corp., a Nasdaq-listed special purpose acquisition company, that merged with DermTech, Inc (ticker: DMTK) in August 2019. On February 17, 2021, AHAC announced a definitive agreement to merge with Humacyte, Inc. along with a concurrent fully committed PIPE placement of $175 million of AHAC common shares at a price of $10.00 per share.
Forward-Looking Statements
This press releasecontains forward-looking statements that are based on beliefs and assumptions and on information currently available. In some cases,you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,”“should,” “expect,” “intend,” “plan,” “anticipate,” “believe,”“estimate,” “predict,” “project,” “potential,” “continue,” “ongoing”or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Thesestatements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievementsto be materially different from the information expressed or implied by these forward-looking statements. Although we believe that wehave a reasonable basis for each forward-looking statement contained in this press release, we caution you that these statements arebased on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain.Forward-looking statements in this press release include, but are not limited to, statements regarding the initiation, timing, progress,and results of our clinical trials; the anticipated characteristics and performance of our HAVs, our ability to successfully complete,clinical trials for our HAVs; the anticipated benefits of our HAVs relative to existing alternatives; the commercialization of our HAVsand our ability to manufacture at commercial scale; the implementation of our business model, strategic plans for our business; the scopeof protection we are able to establish and maintain for intellectual property rights covering our HAVs and related technology; the timingor likelihood of regulatory filings and approvals; timing, scope, and rate of reimbursement for our HAVs; our estimated available marketopportunity; the proposed business combination, including the timing and structure of the business combination, the proceeds of the businesscombination, and the benefits of the business combination. We cannot assure you that the forward-looking statements in this press releasewill prove to be accurate. These forward-looking statements are subject to a number of significant risks and uncertainties that couldcause actual results to differ materially from expected results, including, among others, the ability to complete the business combinationdue to the failure to obtain approval from AHAC’s shareholders or satisfy other closing conditions in the Business CombinationAgreement, the occurrence of any event that could give rise to the termination of the Business Combination Agreement, the ability torecognize the anticipated benefits of the business combination, the outcome of any legal proceedings that may be instituted against AHACor Humacyte following announcement of the proposed business combination and related transactions, the impact of COVID-19 on Humacyte’sbusiness and/or the ability of the parties to complete the business combination, the ability to obtain or maintain the listing AHAC’scommon stock on Nasdaq following the proposed business combination, costs related to the proposed business combination, changes in applicablelaws or regulations, the possibility that AHAC or Humacyte may be adversely affected by other economic, business, and/or competitivefactors, and other risks and uncertainties, including those included under the header “Risk Factors” in the registrationstatement on Form S-4 filed by AHAC with the SEC and those included under the header “Risk Factors” in the final prospectusof AHAC related to its initial public offering. Most of these factors are outside of AHAC’s and Humacyte’s control and aredifficult to predict. Furthermore, if the forward-looking statements prove to be inaccurate, the inaccuracy may be material. In lightof the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warrantyby us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. The forward-looking statementsin this press release represent our views as of the date of this press release. We anticipate that subsequent events and developmentswill cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, wehave no current intention of doing so except to the extent required by applicable law. You should, therefore, not rely on these forward-lookingstatements as representing our views as of any date subsequent to the date of this press release.
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Humacyte Investor Contact:
investors@humacyte.com
Humacyte Media Contact:
media@humacyte.com