Document/ExhibitDescriptionPagesSize 1: 8-K Current Report HTML 37K
2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 310K
3: EX-5.1 Opinion of Counsel re: Legality HTML 13K
4: EX-99.1 Miscellaneous Exhibit HTML 16K
5: EX-99.2 Miscellaneous Exhibit HTML 17K
10: R1 Cover Page HTML 52K
12: XML IDEA XML File -- Filing Summary XML 12K
15: XML XBRL Instance -- huma-20240229_htm XML 19K
11: EXCEL IDEA Workbook of Financial Report Info XLSX 8K
7: EX-101.DEF XBRL Definitions -- huma-20240229_def XML 42K
8: EX-101.LAB XBRL Labels -- huma-20240229_lab XML 85K
9: EX-101.PRE XBRL Presentations -- huma-20240229_pre XML 42K
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(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon
Stock, par value $0.0001 per share
iHUMA
iThe Nasdaq Stock Market LLC
iRedeemable
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50
iHUMAW
iThe Nasdaq Stock Market LLC
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).
Emerging growth company ix
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 13(a) of the Exchange Act. io
Item
1.01. Entry into a Material Definitive Agreement.
On February 29, 2024, Humacyte, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Cowen and Company, LLC and Cantor Fitzgerald & Co. as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the issuance and sale in an underwritten offering (the “Offering”) of 13,400,000 shares of the Company’s common stock, $0.0001 par value per share, at a price to the public of $3.00 per share (the “Firm Shares”). The
Company also granted the Underwriters a 30-day option to purchase up to an additional 2,010,000 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 $37.4 million, after deducting underwriting discounts and commissions and estimated Offering expenses, or $43.1 million if the Underwriters exercise in full their option to purchase the Option Shares. The Offering is expected to close on March 5, 2024, 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, 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 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.
Cover Page Interactive Data File (embedded within the Inline XBRL document).
1
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.
