SEC Form SC 13D/A filed by Humacyte Inc. (Amendment)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934

(Amendment No. 2)

HUMACYTE, INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

44486Q 103

(CUSIP Number)

Laura E. Niklason

Brady W. Dougan

Ayabudge LLC

c/o Humacyte, Inc.

2525 E NC Highway 54

Durham, North Carolina 27713

(919) 313-9633

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 25, 2023

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

This Amendment No. 2 to the statement on Schedule 13D (this “Statement”) with respect to the shares of common stock, par value $0.0001 per share (the “Common Stock”), of Humacyte, Inc. (the “Issuer”), filed by Laura E. Niklason (“Dr. Niklason”), Brady W. Dougan (“Mr. Dougan”) and Ayabudge LLC (“Ayabudge” and, together with Dr. Niklason and Mr. Dougan, the “Reporting Persons”) on May 25, 2023 (such statement, as amended herein the “Schedule 13D”), amends the Schedule 13D as set forth below.

All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Except as specifically amended by this Amendment No. 2, items in the Schedule 13D remain unchanged.

Item 3 of the Schedule 13D is hereby amended to be supplemented by the following:

On May 25, 2023, Ayabudge sold 2,625,000 shares of Common Stock in block trades to institutional healthcare investors at a price of $2.75 per share for an aggregate sale price of approximately $7.2 million (excluding commissions). Mr. Dougan used the proceeds of the transactions to pay down leverage while providing a mechanism for the purchasers to acquire a large block of shares at a time that the Issuer was not conducting a financing transaction. Dr. Niklason is treated as indirectly beneficially owning the shares of Common Stock sold. However, no shares of Common Stock directly owned by Dr. Niklason were sold in these transactions.

Item 5 of the Schedule 13D is hereby amended and restated in full as follows:

(a)-(b)

Number of shares of Common Stock beneficially owned:

Percent of class:

The percentage ownership was calculated based upon 103,329,171 shares of the Issuer’s Common Stock outstanding as of May 4, 2023, as reported in the Form 10-Q filed with the SEC on May 12, 2023.

Number of shares as to which such person has:

(c)       Except as reported in this Schedule 13D, none of the Reporting Persons has effected any transactions in the Common Stock during the past sixty (60) days.

(d)       Not applicable.

(e)       Not applicable.

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.