Humacyte Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$HUMA
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
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
(Exact name of registrant as specified in its charter)
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(919 ) 313-9633
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As described under Item 5.07 of this Current Report on Form 8-K (the “Report”), Humacyte, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on June 10, 2025. At the Annual Meeting, upon the recommendation of the Company’s board of directors, the Company’s stockholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to increase the number of authorized shares of the Company’s common stock from 250,000,000 to 350,000,000 (the “Amendment”). The Amendment became effective upon the filing thereof with the Secretary of State of the State of Delaware on June 10, 2025.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Report and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 10, 2025, the Company held its Annual Meeting. At the Annual Meeting, the Company’s stockholders voted on three proposals, all of which are described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2025 (the “Proxy Statement”).
As of the close of business on April 24, 2025, the record date for the Annual Meeting, there were 155,118,816 shares of the Company’s common stock outstanding, each of which was entitled to one vote with respect to each proposal. A total of 97,879,466 shares of common stock, representing approximately 63.1% of the shares of common stock entitled to vote, were present in person or by proxy, constituting a quorum.
Proposal 1 – Election of Directors
The stockholders elected each of the four Class I directors who were nominated to serve until the Company’s 2028 annual meeting of stockholders or until such director’s successor is elected, or until such director’s earlier death, resignation or removal. The results of stockholders’ votes on this matter were as follows:
Nominee | For | Withheld | Broker Non-Votes | |||||||||||||||||
| Brady W. Dougan | 56,929,183 | 5,828,545 | 35,121,738 | |||||||||||||||||
| C. Bruce Green | 59,354,420 | 3,403,308 | 35,121,738 | |||||||||||||||||
| Diane Seimetz | 61,219,665 | 1,538,063 | 35,121,738 | |||||||||||||||||
| Max Wallace | 58,132,322 | 4,625,406 | 35,121,738 | |||||||||||||||||
Proposal 2 – Ratification of the Selection of Independent Registered Public Accounting Firm.
The appointment of Pricewaterhouse Coopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified. The results of stockholders’ votes on this matter were as follows:
For | Against | Abstain | ||||||||||||
| 95,291,855 | 2,007,070 | 580,541 | ||||||||||||
There were no broker non-votes on this proposal.
Proposal 3 – Approval of an Amendment to the Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock.
The stockholders approved the Amendment to increase the number of authorized shares of common stock from 250,000,000 shares to 350,000,000 shares. The results of stockholders’ votes on this matter were as follows:
For | Against | Abstain | ||||||||||||
| 82,562,949 | 14,139,015 | 1,177,502 | ||||||||||||
There were no broker non-votes on this proposal.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description | |||||||
| 3.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HUMACYTE, INC. | |||||||||||
| Date: June 11, 2025 | By: | /s/ Dale A. Sander | |||||||||
| Name: | Dale A. Sander | ||||||||||
| Title: | Chief Financial Officer, Chief Corporate Development Officer and Treasurer | ||||||||||
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