SEC Info℠

Home

Search

My Interests

Help

Sign In

Please Sign In

Humacyte, Inc. – ‘S-8’ on 10/28/21

On:  Thursday, 10/28/21, at 4:47pm ET   ·   Effective:  10/28/21   ·   Accession #:  1104659-21-131098   ·   File #:  333-260561

Previous ‘S-8’:  None   ·   Next & Latest:  ‘S-8’ on 3/28/24   ·   23 References:   By:  Humacyte, Inc. – Next & Latest ‘S-8’ on 3/28/24 To:  Humacyte, Inc. – ‘8-K’ on 9/2/21 for 8/27/21 To:  Humacyte, Inc. – ‘8-K’ on 8/30/21 for 8/26/21 To:  Humacyte, Inc. – ‘8-K’ on 8/25/21 for 8/24/21 To:  Humacyte, Inc. – ‘8-K’ on / for 8/17/21 To:  Humacyte, Inc. – ‘10-Q’ on 8/16/21 for 6/30/21 To:  Humacyte, Inc. – ‘8-K’ on / for 8/4/21 To:  Humacyte, Inc. – ‘8-K’ on 6/7/21 for 6/4/21 To:  Humacyte, Inc. – ‘8-K’ on 5/26/21 for 5/22/21 To:  Humacyte, Inc. – ‘8-K’ on / for 5/21/21 To:  Humacyte, Inc. – ‘8-K’ on 5/20/21 for 5/19/21 To:  Humacyte, Inc. – ‘10-Q’ on 5/17/21 for 3/31/21 To:  Humacyte, Inc. – ‘10-K/A’ on 5/14/21 for 12/31/20 To:  Humacyte, Inc. – ‘8-K’ on 5/13/21 for 5/7/21 To:  Humacyte, Inc. – ‘8-K’ on / for 5/6/21 To:  Humacyte, Inc. – ‘8-K’ on / for 4/21/21 To:  Humacyte, Inc. – ‘8-K’ on 4/14/21 for 3/5/21 To:  Humacyte, Inc. – ‘S-4’ on 3/23/21 To:  Humacyte, Inc. – ‘8-K’ on / for 3/5/21 To:  Humacyte, Inc. – ‘8-K’ on / for 2/17/21 To:  Humacyte, Inc. – ‘8-K’ on / for 2/17/21 To:  Humacyte, Inc. – ‘10-K’ on 2/16/21 for 12/31/20 To:  Humacyte, Inc. – ‘8-A12B’ on 9/17/20 

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

 Text Wildcards:  ? (any letter/digit),  * (many).  Search Logic:  for Documents:  & (and),  | (or);  for Text:  | (anywhere),  "(&)" (near).  Details... 

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/28/21  Humacyte, Inc.                    S-8        10/28/21    4:178K                                   Toppan Merrill/FA

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration Statement - Securities for an          HTML     70K 
                Employee Benefit Plan                                            
 2: EX-5.1      Opinion of Counsel re: Legality                     HTML      8K 
 3: EX-23.1     Consent of Expert or Counsel                        HTML      5K 
 4: EX-23.2     Consent of Expert or Counsel                        HTML      5K 

As filed with the Securities and Exchange Commission on October 28, 2021

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

Humacyte, Inc.

(Exact name of registrant as specified in its charter)

Humacyte, Inc. 2021 Long-Term Incentive Plan

Humacyte, Inc. 2021 Employee Stock Purchase Plan

Humacyte, Inc. 2015 Omnibus Incentive Plan

Humacyte, Inc. 2005 Stock Option 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

Brian K. Rosenzweig

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.

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. ¨

CALCULATION OF REGISTRATION FEE

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1. Plan Information.

A prospectus setting forth the information requested by this Item will be sent or given to participants in each plan covered by this registration statement (the “Registration Statement”) pursuant to Rule 428(b)(1) of the Securities Act. In accordance with the rules and regulations of the Securities Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents are not being filed with the Commission as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424(b) under the Securities Act.

Item 2. Registration Information and Employee Plan Annual Information.

A prospectus setting forth the information requested by this Item is included in documents sent or given to participants in each plan covered by this Registration Statement pursuant to Rule 428(b)(1) of the Securities Act. In accordance with the rules and regulations of the Commission and the instructions to Form S-8, such documents are not being filed with the Commission as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424(b) under the Securities Act.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant is subject to the informational and reporting requirements of Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance therewith files reports and other information with the Commission. The following documents, which are on file with the Commission, are incorporated in this Registration Statement by reference:

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of the filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interest of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Our second amended and restated certificate of incorporation (our “Charter”) provides that all of our directors, officers, employees and agents shall be entitled to be indemnified by us to the fullest extent permitted by Section 145 of the Delaware General Corporation Law (“DGCL”).

Section 145 of the DGCL permits a corporation to indemnify any director or officer of a corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any action, suit or proceeding brought by reason of the fact that such person is or was a director or officer of the corporation, if such person acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if he had no reason to believe his conduct was unlawful. In a derivative action (i.e., one brought by or on behalf of the corporation), however, indemnification may be made only for expenses, actually and reasonably incurred by any director or officer in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification will be made if such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the Delaware Court of Chancery or the court in which the action or suit was brought shall determine that the defendant is fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to the court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

In accordance with Section 102(b)(7) of the DGCL, our Charter provides that no director shall be personally liable to us or any of our stockholders for monetary damages resulting from breaches of their fiduciary duty as directors, except to the extent such limitation on or exemption from liability is not permitted under the DGCL. The effect of this provision of our Charter is to eliminate our rights and those of our stockholders (through stockholders’ derivative suits on our behalf) to recover monetary damages against a director for breach of the fiduciary duty of care as a director, including breaches resulting from negligent or grossly negligent behavior, except, as restricted by Section 102(b)(7) of the DGCL. However, this provision does not limit or eliminate our rights or the rights of any stockholder to seek non-monetary relief, such as an injunction or rescission, in the event of a breach of a director’s duty of care.

If the DGCL is amended to authorize corporate action further eliminating or limiting the liability of directors, then, in accordance with our Charter, the liability of our directors to us or our stockholders will be eliminated or limited to the fullest extent authorized by the DGCL, as so amended. Any repeal or amendment of provisions of our Charter limiting or eliminating the liability of directors, whether by our stockholders or by changes in law, or the adoption of any other provisions inconsistent therewith, will (unless otherwise required by law) be prospective only, except to the extent such amendment or change in law permits us to further limit or eliminate the liability of directors on a retroactive basis.

Our Charter also provides that we will, to the fullest extent authorized or permitted by applicable law, indemnify our current and former officers and directors, as well as those persons who, while directors or officers of our corporation, are or were serving as directors, officers, employees or agents of another entity, trust or other enterprise, including service with respect to an employee benefit plan, in connection with any threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative, against all expense, liability and loss (including, without limitation, attorney’s fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred or suffered by any such person in connection with any such proceeding.

Notwithstanding the foregoing, a person eligible for indemnification pursuant to our Charter will be indemnified by us in connection with a proceeding initiated by such person only if such proceeding was authorized by our board of directors, except for proceedings to enforce rights to indemnification.

The right to indemnification which is conferred by our Charter is a contract right that includes the right to be paid by us the expenses incurred in defending or otherwise participating in any proceeding referenced above in advance of its final disposition, provided, however, that if the DGCL requires, an advancement of expenses incurred by our officer or director (solely in the capacity as an officer or director of our corporation) will be made only upon delivery to us of an undertaking, by or on behalf of such officer or director, to repay all amounts so advanced if it is ultimately determined that such person is not entitled to be indemnified for such expenses under our Charter or otherwise.

The rights to indemnification and advancement of expenses will not be deemed exclusive of any other rights which any person covered by our Charter may have or hereafter acquire under law, our Charter, our bylaws (the “Bylaws”), an agreement, vote of stockholders or disinterested directors, or otherwise.

Any repeal or amendment of provisions of our Charter affecting indemnification rights, whether by our stockholders or by changes in law, or the adoption of any other provisions inconsistent therewith, will (unless otherwise required by law) be prospective only, except to the extent such amendment or change in law permits us to provide broader indemnification rights on a retroactive basis, and will not in any way diminish or adversely affect any right or protection existing at the time of such repeal or amendment or adoption of such inconsistent provision with respect to any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision. Our Charter will also permit us, to the extent and in the manner authorized or permitted by law, to indemnify and to advance expenses to persons other that those specifically covered by our Charter.

Our Bylaws include the provisions relating to advancement of expenses and indemnification rights consistent with those which are set forth in our Charter. In addition, our Bylaws provide for a right of indemnity to bring a suit in the event a claim for indemnification or advancement of expenses is not paid in full by us within a specified period of time. Our Bylaws also permit us to purchase and maintain insurance, at our expense, to protect us and/or any director, officer, employee or agent of our corporation or another entity, trust or other enterprise against any expense, liability or loss, whether or not we would have the power to indemnify such person against such expense, liability or loss under the DGCL.

Any repeal or amendment of provisions of our Bylaws affecting indemnification rights, whether by our board of directors, stockholders or by changes in applicable law, or the adoption of any other provisions inconsistent therewith, will (unless otherwise required by law) be prospective only, except to the extent such amendment or change in law permits us to provide broader indemnification rights on a retroactive basis, and will not in any way diminish or adversely affect any right or protection existing thereunder with respect to any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision.

We have entered into customary indemnification agreements with our directors and executive officers.

Item 8. Exhibits.

Item 9. Undertakings.

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 October 28, 2021.

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 October 28, 2021.

---

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-8’ Filing		Date		Other Filings
		8/26/31
		1/1/22
Filed on / Effective on:		10/28/21
		10/26/21		EFFECT
		6/30/21		10-Q,  CORRESP,  S-4/A
		3/31/21		10-Q
		12/31/20		10-K,  10-K/A
				List all Filings

---

1 Subsequent Filing that References this Filing

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/28/24 Humacyte, Inc. S-8 3/28/24 4:101K

---

22 Previous Filings that this Filing References

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/02/21 Humacyte, Inc. 8-K:5 8/27/21 11:239K Toppan Merrill/FA 8/30/21 Humacyte, Inc. 8-K:1,2,3,4 8/26/21 22:2.3M Toppan Merrill/FA 8/25/21 Humacyte, Inc. 8-K:5,8,9 8/24/21 12:351K EdgarAgents LLC/FA 8/17/21 Humacyte, Inc. 8-K:8,9 8/17/21 12:293K EdgarAgents LLC/FA 8/16/21 Humacyte, Inc. 10-Q 6/30/21 50:3M EdgarAgents LLC/FA 8/04/21 Humacyte, Inc. 8-K:8,9 8/04/21 12:296K EdgarAgents LLC/FA 6/07/21 Humacyte, Inc. 8-K:7,8,9 6/04/21 3:19M EdgarAgents LLC/FA 5/26/21 Humacyte, Inc. 8-K:7,8,9 5/22/21 3:103K EdgarAgents LLC/FA 5/21/21 Humacyte, Inc. 8-K:7,8,9 5/21/21 2:52K EdgarAgents LLC/FA 5/20/21 Humacyte, Inc. 8-K:7,8,9 5/19/21 2:54K EdgarAgents LLC/FA 5/17/21 Humacyte, Inc. 10-Q 3/31/21 44:2M EdgarAgents LLC/FA 5/14/21 Humacyte, Inc. 10-K/A 12/31/20 61:4.2M EdgarAgents LLC/FA 5/13/21 Humacyte, Inc. 8-K:4,8 5/07/21 1:102K EdgarAgents LLC/FA 5/06/21 Humacyte, Inc. 8-K:7,8,9 5/06/21 2:83K EdgarAgents LLC/FA 4/21/21 Humacyte, Inc. 8-K:7,8,9 4/21/21 2:60K EdgarAgents LLC/FA 4/14/21 Humacyte, Inc. 8-K:7,8,9 3/05/21 2:73K EdgarAgents LLC/FA 3/23/21 Humacyte, Inc. S-4 49:24M EdgarAgents LLC/FA 3/05/21 Humacyte, Inc. 8-K:7,8,9 3/05/21 2:53K EdgarAgents LLC/FA 2/17/21 Humacyte, Inc. 8-K:7,8,9 2/17/21 2:79K EdgarAgents LLC/FA 2/17/21 Humacyte, Inc. 8-K:1,3,7,8 2/17/21 5:11M EdgarAgents LLC/FA 2/16/21 Humacyte, Inc. 10-K 12/31/20 50:3M EdgarAgents LLC/FA 9/17/20 Humacyte, Inc. 8-A12B 1:25K EdgarAgents LLC/FA

↑Top

---

Filing Submission 0001104659-21-131098   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

---

---

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help — Sat., Apr. 27, 9:53:04.3am ET