Humacyte Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
On March 25, 2025, Humacyte, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with TD Securities (USA) LLC, Barclays Capital Inc. and BTIG, LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the issuance and sale in an underwritten offering (the “Offering”) of 25,000,000 shares of the Company’s common stock, $0.0001 par value per share, at a price to the public of $2.00 per share (the “Firm Shares”). The Company also granted the Underwriters a 30-day option to purchase up to an additional 3,750,000 shares of the Company’s common stock at the same price as the Firm Shares (the “Option Shares” and, together with the Firm Shares, the “Shares”). The net proceeds to the Company from the Offering are expected to be approximately $46.6 million, after deducting underwriting discounts and commissions and estimated Offering expenses, or $53.7 million if the Underwriters exercise in full their option to purchase the Option Shares. The Offering is expected to close on March 27, 2025, subject to the satisfaction of customary closing conditions.
The Offering is being made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-267225), which was previously filed with the U.S. Securities and Exchange Commission on September 1, 2022 and declared effective by the Securities and Exchange Commission on September 9, 2022.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and are as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The Underwriting Agreement is not intended to provide any factual information about the Company.
The Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement.
The legal opinion of Covington & Burling LLP relating to the Shares is filed herewith as Exhibit 5.1.
Item 7.01. Regulation FD Disclosure.
On March 25, 2025, the Company issued press releases announcing the commencement of the Offering and the pricing of the Offering. Copies of the press releases are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
The information contained in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 1.1 | 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. | |
| 5.1 | Opinion of Covington & Burling LLP. | |
| 23.1 | Consent of Covington & Burling LLP (included as part of Exhibit 5.1). | |
| 99.1 | Press release, dated March 25, 2025. | |
| 99.2 | Press release, dated March 25, 2025. | |
| 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: March 26, 2025 | By: | /s/ Dale A. Sander | |
| Name: | Dale A. Sander | ||
| Title: | Chief Financial Officer, Chief Corporate Development Officer and Treasurer | ||
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