Humacyte, Inc S-3, filed Sep 12, 2025

Humacyte, Inc. (HUMA)

S-3 2025-09-12

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	Large accelerated filer ☐			Accelerated filer ☐
	Non-accelerated filer ☒			Small reporting company ☒
				Emerging growth company ☒

	ABOUT THIS PROSPECTUS					1
	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS					3
	MARKET, INDUSTRY AND OTHER DATA					5
	WHERE YOU CAN FIND MORE INFORMATION					5
	INCORPORATION BY REFERENCE					5
	THE COMPANY					7
	CASH RUNWAY STATEMENT AND OUR ABILITY TO CONTINUE AS A GOING CONCERN					7
	RISK FACTORS					7
	USE OF PROCEEDS					8
	DESCRIPTION OF COMMON STOCK					9
	DESCRIPTION OF PREFERRED STOCK					10
	CERTAIN ANTI-TAKEOVER PROVISIONS OF DELAWARE LAW AND OUR CHARTER AND BYLAWS					12
	DESCRIPTION OF DEBT SECURITIES					14
	DESCRIPTION OF WARRANTS					24
	DESCRIPTION OF SUBSCRIPTION RIGHTS					26
	DESCRIPTION OF UNITS					27
	PLAN OF DISTRIBUTION					28
	LEGAL MATTERS					31
	EXPERTS					31

	Amount to be paid
SEC registration fee		$	53,585
FINRA filing fee			*
Legal fees and expenses			*
Accounting fees and expenses			*
Printing fees			*
Trustee and depositary fees and expenses			*
Blue sky fees and expenses			*
Rating agency fees			*
Listing fees and expenses			*
Miscellaneous			*
Total			*

	Exhibit Number			Description
	1.1*			Form of Underwriting Agreement.
	3.1			Second Amended and Restated Certificate of Incorporation of Humacyte, Inc. (incorporated by reference to Exhibit 3.1 to Humacyte, Inc.’s Current Report on Form 8-K, filed with the SEC on August 27, 2021).
	3.2			Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Humacyte, Inc. (incorporated by reference to Exhibit 3.1 to Humacyte’s Current Report on Form 8-K, filed with the SEC on June 11, 2025).
	3.3			Amended and Restated By Laws of Humacyte, Inc. (incorporated by reference to Exhibit 3.2 to Humacyte, Inc.’s Current Report on Form 8-K, filed with the SEC on December 12, 2022).
	4.1			Description of the Company’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (incorporated by reference to Exhibit 4.6 to Humacyte, Inc.’s Annual Report on Form 10-K, filed with the SEC on March 28, 2024).
	4.2*			Form of certificate of designation with respect to any preferred stock.
	4.3			Form of common stock certificate.
	4.4*			Form of preferred stock certificate.
	4.5*			Form of warrant agreement.
	4.6*			Form of warrant certificate.
	4.7			Form of senior indenture.
	4.8			Form of senior debt security (included in Exhibit 4.7).
	4.9			Form of subordinated indenture.
	4.10			Form of subordinated debt security (included in Exhibit 4.9).
	4.11*			Form of subscription rights agreement.
	4.12*			Form of subscription rights certificate.
	4.13*			Form of unit agreement.
	4.14*			Form of unit certificate.
	5.1			Opinion of Covington & Burling LLP.
	5.2			Consent of Covington & Burling LLP (included in Exhibit 5.1).
	23.1			Consent of PricewaterhouseCoopers LLP.
	24.1			Power of attorney (included on signature page).
	25.1**			Statement of Eligibility of Trustee on Form T-1 under Trust Indenture Act of 1939.
	107			Filing Fee Table.

Name	Title	Date
/s/ Laura E. Niklason Laura E. Niklason, M.D., Ph.D.	President, Chief Executive Officer and Director (Principal Executive Officer)	September 12, 2025
/s/ Dale A. Sander Dale A. Sander	Chief Financial Officer, Chief Corporate Development Officer and Treasurer (Principal Financial and Accounting Officer)	September 12, 2025
/s/ Kathleen Sebelius Kathleen Sebelius	Director	September 12, 2025
/s/ John Bamforth John Bamforth	Director	September 12, 2025
/s/ Emery N. Brown Emery N. Brown, M.D., Ph.D.	Director	September 12, 2025

				HUMACYTE, INC.
				By: /s/ Laura E. Niklason Name: Laura E. Niklason, M.D., Ph.D. Title: President and Chief Executive Officer

	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 and Company.	10
Section 1.6 Notice to Holders; Waiver.	10
Section 1.7 Conflict with Trust Indenture Act.	11
Section 1.8 Effect of Headings and Table of Contents.	11
Section 1.9 Successors and Assigns.	11
Section 1.10 Separability Clause.	11
Section 1.11 Benefits of Indenture.	11
Section 1.12 Governing Law.	11
Section 1.13 Legal Holidays.	11
Section 1.14 Indenture and Securities Solely Corporate Obligations.	12
Section 1.15 Indenture May be Executed in Counterparts.	12
ARTICLE 2 SECURITY FORMS	12
Section 2.1 Forms Generally.	12
Section 2.2 Form of Face of Security.	13
Section 2.3 Form of Reverse of Security.	14
Section 2.4 Form of Legend for Global Securities.	17
Section 2.5 Form of Trustee’s Certificate of Authentication.	17
Section 2.6 Form of Conversion Notice.	18
ARTICLE 3 THE SECURITIES	19
Section 3.1 Amount Unlimited; Issuable in Series.	19
Section 3.2 Denominations.	21
Section 3.3 Execution, Authentication, Delivery and Dating.	21
Section 3.4 Temporary Securities.	23
Section 3.5 Registration; Registration of Transfer and Exchange.	23
Section 3.6 Mutilated, Destroyed, Lost and Stolen Securities.	25
Section 3.7 Payment of Interest; Interest Rights Preserved.	25
Section 3.8 Persons Deemed Owners.	26
Section 3.9 Cancellation.	26
Section 3.10 Computation of Interest.	27
ARTICLE 4 SATISFACTION AND DISCHARGE	27
Section 4.1 Satisfaction and Discharge of Indenture.	27
Section 4.2 Application of Trust Money.	28
ARTICLE 5 REMEDIES	28
Section 5.1 Events of Default.	28

	Page

Section 5.2 Acceleration of Maturity; Rescission and Annulment.	29
Section 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee.	30
Section 5.4 Trustee May File Proofs of Claim.	30
Section 5.5 Trustee May Enforce Claims Without Possession of Securities.	31
Section 5.6 Application of Money Collected.	31
Section 5.7 Limitation on Suits.	31
Section 5.8 Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert.	32
Section 5.9 Restoration of Rights and Remedies.	32
Section 5.10 Rights and Remedies Cumulative.	32
Section 5.11 Delay or Omission Not Waiver.	32
Section 5.12 Control by Holders.	33
Section 5.13 Waiver of Past Defaults.	33
Section 5.14 Undertaking for Costs.	33
Section 5.15 Waiver of Usury, Stay or Extension Laws.	34
ARTICLE 6 THE TRUSTEE	34
Section 6.1 Certain Duties and Responsibilities.	34
Section 6.2 Notice of Defaults.	34
Section 6.3 Certain Rights of Trustee.	35
Section 6.4 Not Responsible for Recitals or Issuance of Securities.	35
Section 6.5 May Hold Securities and Act as Trustee under Other Indentures.	36
Section 6.6 Money Held in Trust.	36
Section 6.7 Compensation and Reimbursement.	36
Section 6.8 Conflicting Interests.	36
Section 6.9 Corporate Trustee Required; Eligibility.	37
Section 6.10 Resignation and Removal; Appointment of Successor.	37
Section 6.11 Acceptance of Appointment by Successor.	38
Section 6.12 Merger, Conversion, Consolidation or Succession to Business.	39
Section 6.13 Preferential Collection of Claims Against Company.	39
Section 6.14 Appointment of Authenticating Agent.	40
ARTICLE 7 HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	41
Section 7.1 Company to Furnish Trustee Names and Addresses of Holders.	41
Section 7.2 Preservation of Information; Communications to Holders.	41
Section 7.3 Reports by Trustee.	41
Section 7.4 Reports by Company.	42
ARTICLE 8 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	42
Section 8.1 Company May Consolidate, etc., Only on Certain Terms.	42
Section 8.2 Successor Substituted.	43
ARTICLE 9 SUPPLEMENTAL INDENTURES	43
Section 9.1 Supplemental Indentures Without Consent of Holders.	43
Section 9.2 Supplemental Indentures with Consent of Holders.	44

	Page

Section 9.3 Execution of Supplemental Indentures.	45
Section 9.4 Effect of Supplemental Indentures.	45
Section 9.5 Conformity with Trust Indenture Act.	45
Section 9.6 Reference in Securities to Supplemental Indentures.	45
ARTICLE 10 COVENANTS	46
Section 10.1 Payment of Principal, Premium and Interest.	46
Section 10.2 Maintenance of Office or Agency.	46
Section 10.3 Money for Securities Payments to be Held in Trust.	46
Section 10.4 Statement by Officers as to Default.	47
Section 10.5 Existence.	47
Section 10.6 Waiver of Certain Covenants.	48
ARTICLE 11 REDEMPTION OF SECURITIES	48
Section 11.1 Applicability of Article.	48
Section 11.2 Election to Redeem; Notice to Trustee.	48
Section 11.3 Selection by Trustee of Securities to Be Redeemed.	48
Section 11.4 Notice of Redemption.	49
Section 11.5 Deposit of Redemption Price.	50
Section 11.6 Securities Payable on Redemption Date.	50
Section 11.7 Securities Redeemed in Part.	50
ARTICLE 12 SINKING FUNDS	51
Section 12.1 Applicability of Article.	51
Section 12.2 Satisfaction of Sinking Fund Payments with Securities.	51
Section 12.3 Redemption of Securities for Sinking Fund.	51
ARTICLE 13 DEFEASANCE AND COVENANT DEFEASANCE	52
Section 13.1 Company’s Option to Effect Defeasance or Covenant Defeasance.	52
Section 13.2 Defeasance and Discharge.	52
Section 13.3 Covenant Defeasance.	52
Section 13.4 Conditions to Defeasance or Covenant Defeasance.	53
Section 13.5 Deposited Money, U.S. Government Obligations and Foreign Government Obligations to be Held in Trust; Miscellaneous Provisions.	55
Section 13.6 Reinstatement.	55
ARTICLE 14 CONVERSION OF SECURITIES	55
Section 14.1 Applicability of Article.	55
Section 14.2 Exercise of Conversion Privilege.	56
Section 14.3 No Fractional Shares.	57
Section 14.4 Adjustment of Conversion Price or Conversion Rate.	57
Section 14.5 Notice of Certain Corporate Actions.	57
Section 14.6 Reservation of Shares of Common Stock.	58
Section 14.7 Payment of Certain Taxes upon Conversion.	58
Section 14.8 Nonassessability.	58

	Page

Section 14.9 Provision in Case of Consolidation, Merger or Sale of Assets.	59
Section 14.10 Duties of Trustee Regarding Conversion.	59
Section 14.11 Repayment of Certain Funds upon Conversion.	60

Section 310	(a)(1)	6.9
	(a)(2)	6.9
	(a)(3)	Not Applicable
	(a)(4)	Not Applicable
	(b)	6.8, 6.10
Section 311	(a)	6.13
	(b)	6.13
Section 312	(a)	7.1, 7.2
	(b)	7.2
	(c)	7.2
Section 313	(a)	7.3
	(b)	7.3
	(c)	7.3
	(d)	7.3
Section 314	(a)	7.4
	(a)(4)	1.1, 10.4
	(b)	Not Applicable
	(c)(1)	1.2
	(c)(2)	1.2
	(c)(3)	Not Applicable
	(d)	Not Applicable
	(e)	1.2
Section 315	(a)	6.1
	(b)	6.2
	(c)	6.1
	(d)	6.1
	(e)	5.14
Section 316	(a)	1.1
	(a)(1)(A)	5.2, 5.12
	(a)(1)(B)	5.13
	(a)(2)	Not Applicable
	(b)	5.8
	(c)	1.4
Section 317	(a)(1)	5.3
	(a)(2)	5.4
	(b)	10.3
Section 318	(a)	1.7

Year	Redemption Price for Redemption Through Operation of the Sinking Fund	Redemption Price for Redemption Otherwise than Through Operation of the Sinking Fund

Dated:

			Signature(s) must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Securities and Exchange Commission Rule 17Ad-15.


			Signature Guaranty


(Name)		Social Security or Other Taxpayer
		Identification Number




Please print Name and Address
(including zip code)

Year		Redemption Price for Redemption Through Operation of the Sinking Fund		Redemption Price for Redemption Otherwise than Through Operation of the Sinking Fund