0001818382FALSE00018183822024-06-112024-06-110001818382us-gaap:CommonStockMember2024-06-112024-06-110001818382us-gaap:WarrantMember2024-06-112024-06-11

 
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): June 11, 2024
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth under the heading “Proposal 1 – Election of Directors” in Item 5.07 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders
On June 11, 2024, Humacyte, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on two proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2024 (the “Proxy Statement”).
As of the close of business on April 24, 2024, the record date for the Annual Meeting, there were 119,084,353 shares of the Company’s common stock outstanding, each of which was entitled to one vote with respect to each proposal. A total of 70,031,441 shares of common stock, representing approximately 58.8% of the shares of common stock entitled to vote, were present in person or by proxy, constituting a quorum.
Proposal 1 – Election of Directors
The stockholders elected each of the six Class III directors who were nominated to serve until the Company’s 2027 annual meeting of stockholders or until such director’s successor is elected, or until such director’s earlier death, resignation or removal. The results of stockholders’ votes on this matter were as follows:
Nominee
ForWithheldBroker Non-Votes
John P. Bamforth52,445,253319,53617,266,652
Emery N. Brown51,688,5161,076,27317,266,652
Michael T. Constantino52,353,074411,71517,266,652
Keith Anthony Jones52,437,539327,25017,266,652
Laura E. Niklason52,619,777145,01217,266,652
Susan Windham-Bannister52,453,022311,76717,266,652
As previously disclosed in the Proxy Statement, in order to achieve an equal balance of membership among the classes of directors, the Company’s board of directors (the “Board”) determined to move Drs. Bamforth and Jones from Class III with a term expiring at the 2027 annual meeting of stockholders to Class II with a term expiring at the 2026 annual meeting of stockholders. Accordingly, and to enact such change, Drs. Bamforth and Jones, who were elected as Class III Directors, resigned as directors and were immediately re-appointed by the Board as Class II directors. The resignation and re-election of Drs. Bamforth and Jones were effected solely to rebalance the Board’s classes and, for all other purposes, including any committee service and compensation, Drs. Bamforth’s and Jones’ service on the Board will be deemed to have continued uninterrupted. Following completion of the rebalancing, the Board consists of four Class I directors, four Class II directors and four Class III directors.
Proposal 2 – Ratification of the Selection of Independent Registered Public Accounting Firm.
The appointment of Pricewaterhouse Coopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified. The results of stockholders’ votes on this matter were as follows:
For
AgainstAbstain
69,075,479883,81672,146
There were no broker non-votes on this proposal.
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: June 13, 2024By: /s/ Dale A. Sander
Name:Dale A. Sander
Title:Chief Financial Officer, Chief Corporate Development Officer and Treasurer
2
v3.24.1.1.u2
Cover Page
Jun. 11, 2024
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Jun. 11, 2024
Entity Registrant Name Humacyte, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-39532
Entity Tax Identification Number 85-1763759
Entity Address, Address Line One 2525 East North Carolina Highway 54
Entity Address, City or Town Durham,
Entity Address, State or Province NC
Entity Address, Postal Zip Code 27713
City Area Code 919
Local Phone Number 313-9633
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Entity Ex Transition Period false
Entity Central Index Key 0001818382
Amendment Flag false
Common Stock, par value $0.0001 per share  
Entity Information [Line Items]  
Title of 12(b) Security Common Stock, par value $0.0001 per share
Trading Symbol HUMA
Security Exchange Name NASDAQ
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50  
Entity Information [Line Items]  
Title of 12(b) Security Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50
Trading Symbol HUMAW
Security Exchange Name NASDAQ
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