SEC Form S-8 filed by Humacyte Inc.
$HUMA
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
As filed with the Securities and Exchange Commission on March 31, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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Humacyte, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 85-1763759 | |||||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
2525 East North Carolina Highway 54 | ||||||||
| Durham, | NC | 27713 | ||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
Humacyte, Inc. 2021 Long-Term Incentive Plan
(Full title of the plan)
Dale A. Sander
Chief Financial Officer
Humacyte, Inc.
2525 East North Carolina Highway 54
Durham, NC 27713
(Name and address of agent for service)
(919) 313-9633
(Telephone number, including area code, of agent for service)
Copy to:
Kerry S. Burke
Covington & Burling LLP
One CityCenter
850 Tenth Street, NW
Washington, DC 20001
(202) 662-6000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | Accelerated filer | o | |||||||||||
| Non-accelerated filer | x | Smaller reporting company | x | |||||||||||
| Emerging growth company | x | |||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o
EXPLANATORY NOTE
This Registration Statement on Form S-8 (the “Registration Statement”) is filed by Humacyte, Inc. (the “Company”) for the purpose of registering additional shares of its common stock, par value $0.0001 per share (the “Common Stock”), under the Company’s 2021 Long-Term Incentive Plan (the “Plan”).
The number of shares of Common Stock reserved and available for issuance under the Plan will automatically increase on January 1 of each year, but not after August 26, 2031, in an amount equal to 5% of the total number of shares of the Company’s capital stock outstanding on December 31 of the preceding year, unless the board of directors of the Company acts prior to January 1 of a given year to provide that the increase for such year will be a lesser number of shares of Common Stock (the “Plan Provision”). The number of shares of Common Stock available for issuance under the Plan was increased by 6,501,375 shares, effective January 1, 2025. This Registration Statement registers the offer and sale of the 6,501,375 additional shares of Common Stock that are available for issuance under the Plan as a result of the Plan Provision.
Of the 19,410,314 shares of Common Stock currently authorized by the Plan, the Company has previously registered the offer and sale of 7,725,253 shares of Common Stock pursuant to the Company’s Registration Statement on Form S-8 filed on October 28, 2021 (Commission File No. 333-260561) and 5,183,686 shares of Common Stock pursuant to the Company’s Registration Statement on Form S-8 filed on March 28, 2024 (Commission File No. 333-278296) (collectively, the “Original Plan Registration Statements”) .
Pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended, the contents of the Original Plan Registration Statements, including any amendments thereto or filings incorporated therein by reference are incorporated herein by reference and made part of this Registration Statement. Any items in the Original Plan Registration Statements not expressly changed hereby shall be as set forth in the applicable Original Plan Registration Statement.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following documents (File No. 001-818382) previously filed with the Securities and Exchange Commission (the “SEC”) are hereby incorporated by reference:
•the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 31, 2025 (the “2024 Annual Report”);
•the Company’s Current Reports on Form 8-K (File No. 001-39532) (other than portions thereof furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits accompanying such reports that are related to such items) filed on March 25, 2025 and March 26, 2025; and
•the description of the Company’s Common Stock contained in Exhibit 4.8 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 31, 2025, including any amendments or reports filed for the purposes of updating this description.
All reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities registered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents, except as to specific sections of such statements as set forth therein.
Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K (or any portion thereof so furnished) prior or subsequent to the date hereof shall not be incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.
Item 8. Exhibits.
| Exhibit Number. | Description | |||||||
| 4.1 | ||||||||
| 4.2 | ||||||||
| 5.1* | ||||||||
| 23.1* | ||||||||
| 23.2* | ||||||||
| 24.1* | ||||||||
| 99.1 | ||||||||
| 107* | ||||||||
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Humacyte, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Durham, State of North Carolina, on March 31, 2025.
| HUMACYTE, INC. | |||||
| By: | /s/ Laura E. Niklason | ||||
| Name: Laura E. Niklason, M.D., Ph.D. | |||||
| Title: President and Chief Executive Officer | |||||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Laura E. Niklason and Dale A. Sander, and each of them severally, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons, in the capacities indicated on March 31, 2025.
| Signature | Title | |||||||
| /s/ Laura E. Niklason | President, Chief Executive Officer and Director (Principal Executive Officer) | |||||||
| Laura E. Niklason, M.D., Ph.D. | ||||||||
| /s/ Dale A. Sander | Chief Financial Officer, Chief Corporate Development Officer and Treasurer (Principal Financial and Accounting Officer) | |||||||
| Dale A. Sander | ||||||||
| /s/ John Bamforth | Director | |||||||
| John Bamforth | ||||||||
| /s/ Emery N. Brown | Director | |||||||
| Emery N. Brown, M.D., Ph.D. | ||||||||
| /s/ Michael T. Constantino | Director | |||||||
| Michael T. Constantino | ||||||||
| /s/ Brady W. Dougan | Director | |||||||
| Brady W. Dougan | ||||||||
| /s/ C. Bruce Green | Director | |||||||
| C. Bruce Green, M.D. | ||||||||
| /s/ Keith Anthony Jones | Director | |||||||
| Keith Anthony Jones, M.D. | ||||||||
| /s/ Todd M. Pope | Director | |||||||
| Todd M. Pope | ||||||||
| /s/ Kathleen Sebelius | Director | |||||||
| Kathleen Sebelius | ||||||||
| /s/ Diane Seimetz | Director | |||||||
| Diane Seimetz | ||||||||
| /s/ Max Wallace | Director | |||||||
| Max Wallace, J.D. | ||||||||
| /s/ Susan Windham-Bannister | Director | |||||||
| Susan Windham-Bannister, Ph.D. | ||||||||