0001818382FALSE12-3100018183822022-12-082022-12-080001818382us-gaap:CommonStockMember2022-12-082022-12-080001818382us-gaap:WarrantMember2022-12-082022-12-08

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

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):  December 8, 2022
Humacyte, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-3953285-1763759
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)(I.R.S. Employer
Identification Number)
2525 East North Carolina Highway 54
Durham, NC27713
(Address of principal executive offices)(Zip code)

(919) 313-9633
(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:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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 classTrading Symbol(s)Name of each exchange on which
registered
Common Stock, par value $0.0001 per shareHUMAThe Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50HUMAWThe 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 x
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. o




Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On December 8, 2022, the board of directors of Humacyte, Inc. (the “Company”) approved amended and restated by laws, which became effective the same day. Among other things, the amended and restated by laws:
enhance disclosure and procedural requirements in connection with stockholder nominations of directors, including by (i) requiring any stockholder submitting a nomination notice to make a representation as to whether such stockholder intends to solicit proxies in support of director nominees other than the Company’s nominees in accordance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, (ii) requiring nominating stockholders to provide reasonable evidence, on request of the Company, that certain requirements of such rule have been satisfied, (iii) permitting the Company to disregard proxies or votes solicited for such stockholders’ nominees if such stockholder fails to comply with the requirements of Rule 14a-19(a)(2) and Rule 14a-19(a)(3) and (iv) incorporating other technical changes in light of the universal proxy rules adopted by the Securities and Exchange Commission; and
update various provisions of the amended and restated by laws to reflect amendments to Delaware law, including by clarifying the adjournment procedures for virtual meetings of stockholders and eliminating the requirement that the list of stockholders be open to examination at meetings of stockholders.
The preceding summary of the amended and restated by laws is qualified in its entirety by reference to, and should be read in connection with, the complete copy of the amended and restated by laws attached hereto as Exhibit 3.2 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number
Description
3.2
104Cover 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.
HUMACYTE, INC.
Date: December 12, 2022By: /s/ Dale A. Sander
Name:Dale A. Sander
Title:Chief Financial Officer, Chief Corporate Development Officer and Treasurer
2
Alpha Healthcare Acquisi... (NASDAQ:AHACU)
Historical Stock Chart
From Feb 2024 to Mar 2024 Click Here for more Alpha Healthcare Acquisi... Charts.
Alpha Healthcare Acquisi... (NASDAQ:AHACU)
Historical Stock Chart
From Mar 2023 to Mar 2024 Click Here for more Alpha Healthcare Acquisi... Charts.