{"url_path":"/sec/huma/8-k/2026-06-11/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-11","source_url":"https://www.sec.gov/Archives/edgar/data/1818382/0001104659-26-072980-index.html","accession_number":"0001104659-26-072980","cik":"0001818382","ticker":"HUMA","issuer_name":"Humacyte, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1818382/0001104659-26-072980-index.html","primary_entity_key":"0001818382","primary_entity_name":"Humacyte, Inc."},"word_count":438,"has_tables":true,"body_markdown":"**Item 1.01. Entry into a Material Definitive Agreement.**\n\n \n\nOn\nJune 10, 2026, Humacyte, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”)\nwith Barclays Capital Inc., BTIG, LLC and Titan Partners Group LLC, a division of American Capital Partners, LLC, as representatives of\nthe several underwriters named therein (collectively, the “Underwriters”), relating to the issuance and sale in an underwritten\noffering (the “Offering”), pursuant to which the Company agreed to issue and sell 47,619,048 shares of the Company’s\ncommon stock, $0.0001 par value per share, at a price to the public of $1.05 per share (the “Firm Shares”). The Company also\ngranted the Underwriters a 30-day option to purchase up to an additional 7,142,857 shares of the Company’s common stock at the same\nprice as the Firm Shares (the “Option Shares” and, together with the Firm Shares, the “Shares”).\n\n \n\nThe\nnet proceeds to the Company from the Offering are expected to be approximately $46.80 million, after deducting the underwriting discounts\nand commissions and estimated Offering expenses payable by the Company, or approximately $53.85 million if the Underwriters exercise in\nfull their option to purchase the Option Shares. The Offering is expected to close on or about June 12, 2026, subject to the satisfaction\nof customary closing conditions.\n\n \n\nThe Offering is being made pursuant to the Company’s\neffective shelf registration statement on Form S-3 (File No. 333-290231), which was previously filed with the U.S. Securities and Exchange\nCommission (the “Commission”) on September 12, 2025 and declared effective by the Commission on September 22, 2025.\n\n \n\nThe Underwriting\nAgreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification\nobligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Securities\nAct”), and termination provisions. The representations, warranties and covenants contained in the Underwriting\nAgreement were made only for purposes of such agreement and are as of specific dates, are\nnot for the benefit of any party other than the parties thereto, and are not intended as\ndocuments for investors and the public to obtain factual information about the current state of affairs of the parties thereto. Rather,\ninvestors and the public should look to other disclosures contained in the Company’s annual, quarterly and current reports the Company\nmay file with the Commission.\n\n \n\nThe Underwriting Agreement is filed as Exhibit\n1.1 hereto and is incorporated herein by reference. The foregoing description of the terms of the Underwriting Agreement is qualified\nin its entirety by reference to the Underwriting Agreement.\n\n \n\nThe legal opinion of Covington & Burling LLP\nrelating to the Shares is filed herewith as Exhibit 5.1."}