{"url_path":"/sec/humaw/10-q/2026/item-1a","section_key":"item-1a","section_title":"Item 1A Risk Factors","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/1818382/0001193125-26-221755-index.html","accession_number":"0001193125-26-221755","cik":"0001818382","ticker":"HUMA","issuer_name":"Humacyte, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1818382/0001193125-26-221755-index.html","primary_entity_key":"0001818382","primary_entity_name":"Humacyte, Inc."},"word_count":838,"has_tables":true,"body_markdown":"Item 1A. Risk Factors\n\nOur risk factors are disclosed in Part I, Item 1A of our Annual Report. The risk factors set forth below supplement those disclosures and should be read together with the risk factors in our Annual Report. Except as set forth below, there have been no material changes to the risk factors previously disclosed in our Annual Report during the three months ended March 31, 2026 .\n\nWe may not successfully execute or achieve the expected benefits of cost-saving measures that we have taken or may take in the future, and our efforts may be disruptive and could adversely affect our business.\n\nIn May 2026, we implemented a plan to reduce our workforce by approximately 45 employees, defer additional planned new hires, and reduce other operating expenses. These reductions have been implemented thoughtfully, and we have retained key personnel, resources, and initiatives to meet our key corporate goals and milestones. From time to time, we also take actions intended to address the short-term health of our business as well as our long-term objectives based on our current estimates, assumptions and forecasts. These measures are subject to known and unknown risks and uncertainties, including whether we have targeted the appropriate areas for our cost-saving efforts and at the appropriate scale, and whether, if required in the future, we will be able to appropriately target any additional areas for our cost-saving efforts. As such, the actions we are taking in connection with our current cost saving measures, as well as any additional actions we may decide to take in the future may not be successful in yielding our intended results and may not appropriately address either or both of the short-term and long-term strategy for our business. Implementation of our current and any other cost-saving initiatives may be costly and disruptive to our business, the expected costs and charges may be greater than we have forecasted, and the estimated cost savings may be lower than we have forecasted. Certain aspects of the cost saving measures, such as severance costs in connection with reducing our headcount, could negatively impact our cash flows. In addition, our initiatives could result in personnel attrition beyond our planned reduction in headcount or reduced employee morale, which could in turn adversely impact productivity, including through a loss of continuity, loss of accumulated knowledge or inefficiency during transitional periods, or our ability to attract highly skilled employees. Unfavorable publicity about us or any of our strategic initiatives could result in reputation harm and could diminish confidence in, and the adoption or use of, Symvess and our products and product candidates, including our ATEVs and CTEVs.\n\nWe have received a notice of delisting or failure to satisfy a continued listing rule from Nasdaq. If we are unable to regain or maintain compliance, our common stock could be delisted, which could adversely affect our stock price, liquidity, and ability to raise capital.\n\nOn May 4, 2026, we received a letter from the staff of The Nasdaq Stock Market LLC providing notification that, for the 30 consecutive business days ended May 1, 2026, the bid price for the Company’s Common Stock had closed below the minimum $1.00 per share requirement for continued listing on The Nasdaq Global Select Market under Nasdaq Listing Rule 5450(a)(1). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we have been provided an initial period of 180 calendar days, or until November 2, 2026, to regain compliance. To regain compliance, the closing bid price of the Common Stock must be $1.00 per share or more for a minimum of 10 consecutive business days at any time before November 2, 2026. This notice has no immediate effect on the listing of the Common Stock, which continues to trade on The Nasdaq Global Select Market under symbol “HUMA,” or on our business operations or reporting obligations with the SEC. If we regain compliance, Nasdaq will provide us with written confirmation and will close the matter.\n\nIf we do not regain compliance during the initial compliance period, Nasdaq may issue a delisting determination with respect to our Common Stock, which could result in the delisting of our Common Stock from Nasdaq. We intend to monitor the bid price of the Common Stock and will consider options available to us to achieve compliance. However, there can be no\n\n60\n\n[Table of Contents](#toc_page)\n\n \n\nassurance that we will regain compliance within the applicable compliance period or otherwise maintain compliance with Nasdaq’s continued listing requirements. Additionally, it is possible that the Public Warrants will be subject to delisting by Nasdaq if they do not satisfy applicable Nasdaq requirements. If our Common Stock or the Public Warrants are delisted from Nasdaq, the market liquidity for our Common Stock or the Public Warrants could be adversely affected and the trading price of our Common Stock or the Public Warrants could decline. A delisting could also make it more difficult for us to raise additional capital on acceptable terms, or at all, which could adversely affect our business, financial condition and results of operations."}