Filed Pursuant to Rule 424(b)(3)
Registration No. 333-267222
PROSPECTUS
Up to 89,716,840 Shares of Common Stock
Up to 5,177,500 Shares of Common Stock Issuable Upon Exercise of
Warrants
This prospectus relates to the issuance by us of an aggregate of up
to 5,177,500 shares of our common stock, $0.0001 par value per
share (the “common stock”), which consists of (i) up to 177,500
shares of common stock that are issuable upon the exercise of
private placement warrants (the “Private Placement Warrants”)
originally issued in a private placement to AHAC Sponsor LLC (the
“Sponsor”), Oppenheimer & Co. Inc. (“Oppenheimer”) and
Northland Securities, Inc. (“Northland”), in connection with the
initial public offering of Alpha Healthcare Acquisition Corp.
(“AHAC”), and (ii) up to 5,000,000 shares of common stock that are
issuable upon the exercise of public warrants (the “Public
Warrants” and, together with the Private Placement Warrants, the
“Warrants”). We will receive the proceeds from the exercise of any
Warrants for cash.
This prospectus also relates to the offer and sale from time to
time by the selling stockholders named in this prospectus or their
permitted transferees (the “selling stockholders”) of up to
89,716,840 shares of common stock, which consists of (i) up to
17,500,000 shares of common stock issued on August 26, 2021 in a
private placement pursuant to subscription agreements, dated
February 17, 2021 (the “PIPE Shares”), (ii) up to 71,696,679 shares
of common stock, required to be registered pursuant to that certain
Investor Rights and Lock-up Agreement, dated August 26, 2021 (the
“Investor Rights and Lock-up Agreement”), by and among us and
certain of the selling stockholders and (iii) up to 520,161 shares
of common stock purchased by two selling stockholders. We will not
receive any proceeds from the sale of shares of common stock by the
selling stockholders pursuant to this prospectus.
The selling stockholders may offer, sell or distribute all or a
portion of the securities hereby registered publicly or through
private transactions at prevailing market prices or at negotiated
prices. We will not receive any of the proceeds from such sales of
the shares of common stock, but we will receive the proceeds from
the exercise of any Warrants for cash. We will bear all costs,
expenses and fees in connection with the registration of these
securities, including with regard to compliance with state
securities or “blue sky” laws. The selling stockholders will bear
all commissions and discounts, if any, attributable to their sale
of shares of common stock. See “Plan
of Distribution.”
Our common stock is listed on the Nasdaq Global Select Market
(“Nasdaq”) under the symbol “HUMA.” On August 31, 2022, the last
reported sales price of our common stock was $3.65 per
share.
Investing in our securities involves a high degree of risk. Before
investing in our securities, you should carefully consider the
risks and uncertainties described under the caption
“Risk
Factors”
beginning on page
6
of this prospectus and any similar section contained in any
prospectus supplement and in any free writing prospectus that we
have authorized for use in connection with a specific offering and
under similar headings in the documents incorporated by reference
into this prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal
offense.
The date of this prospectus is September 9, 2022.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-3
that we filed with the U.S. Securities and Exchange Commission
(“SEC”), using a “shelf” registration process under the Securities
Act of 1933, as amended (the “Securities Act”). Under this shelf
registration process, the selling stockholders may, from time to
time, sell the securities offered by them described in this
prospectus. We will not receive any proceeds from the sale by such
selling stockholders of the securities offered by them described in
this prospectus. This prospectus also relates to the issuance by us
of the shares of common stock issuable upon the exercise of any
Warrants. We will not receive any proceeds from the sale of shares
of common stock underlying the Warrants pursuant to this
prospectus.
We may also provide a prospectus supplement or post-effective
amendment to the registration statement to add information to, or
update or change information contained in, this prospectus. You
should read this prospectus and any applicable prospectus
supplement or post-effective amendment to the registration
statement together with the additional information described under
the heading “Where
You Can Find More Information.”
Unless otherwise indicated or the context otherwise requires, all
references in this prospectus to “we,” “our,” “us,” “our company”
and “the Company” refer to Humacyte, Inc. (formerly known as Alpha
Healthcare Acquisition Corp.) and its consolidated subsidiary,
Humacyte Global, Inc.
This prospectus describes the terms of this offering also adds to
and updates information contained in the documents incorporated by
reference into this prospectus. To the extent there is a conflict
between the information contained in this prospectus, on the one
hand, and the information contained in any document incorporated by
reference into this prospectus that was filed with the SEC, before
the date of this prospectus, on the other hand, you should rely on
the information in this prospectus. If any statement in one of
these documents is inconsistent with a statement in another
document having a later date (for example, a document incorporated
by reference into this prospectus) the statement in the document
having the later date modifies or supersedes the earlier statement.
The information contained in this prospectus or any free writing
prospectus, or incorporated by reference herein or therein, is
accurate only as of the respective dates thereof, regardless of the
time of delivery of this prospectus or of any sale of our shares of
common stock. Our business, financial condition, results of
operations and prospects may have changed since those
dates.
We further note that the representations, warranties and covenants
made by us in any agreement that is filed as an exhibit to any
document that is incorporated by reference herein were made solely
for the benefit of the parties to such agreement, including, in
some cases, for the purpose of allocating risk among the parties to
such agreements, and should not be deemed to be a representation,
warranty or covenant to you. Moreover, such representations,
warranties or covenants were accurate only as of the date when
made. Accordingly, such representations, warranties and covenants
should not be relied on as accurately representing the current
state of our affairs.
The registration statement of which this prospectus forms a part,
including the exhibits to the registration statement, contains
additional information about us and the securities offered under
this prospectus. The registration statement can be obtained from
the SEC’s website, www.sec.gov. Copies of information filed by us
with the SEC are also available on our website at www.humacyte.com.
The reference to our website is not intended to be an active link
and the information on, or that can be accessed through, our
website is not, and you must not consider the information to be, a
part of this prospectus or any other filings we make with the
SEC.
Neither we nor the selling stockholders have authorized anyone to
provide you with information in addition to or different from that
contained in this prospectus or any applicable prospectus
supplement or free writing prospectus. Neither we nor the selling
stockholders take any responsibility for, and can provide no
assurance as to the reliability of, any information that others may
provide. You should not assume that the information in this
prospectus, any applicable prospectus supplement or any free
writing prospectus that we have prepared is accurate as of any date
other than the date of those documents, and that any information in
documents that we have incorporated by reference is accurate only
as of the date of such document, regardless of the time of delivery
of this prospectus or any prospectus supplement or any sale of a
security. Our business, financial condition, results of operations
and prospects may have changed since those dates.
The distribution of this prospectus and any applicable prospectus
supplement and the offering of the securities in certain
jurisdictions may be restricted by law. Persons who obtain this
prospectus and any applicable prospectus supplement should inform
themselves about, and observe, any such restrictions. This
prospectus and any applicable prospectus
supplement do not constitute, and may not be used in connection
with, an offer or solicitation by anyone in any jurisdiction in
which such offer or solicitation is not permitted or in which the
person making such offer or solicitation is not qualified to do so
or to any person to whom it is unlawful to make such offer or
solicitation.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference herein
contain “forward-looking statements” within the meaning of Section
27A of the Securities Act, and Section 21E of the Exchange Act.
These forward-looking statements reflect our current views with
respect to, among other things, future events and our financial
performance. Any statements about our management’s expectations,
beliefs, plans, predictions, forecasts, objectives, assumptions or
future events or performance are not historical facts and may be
forward-looking. These statements are often, but not always, made
through the use of words or phrases such as “anticipate,”
“believes,” “can,” “could,” “may,” “predicts,” “potential,”
“should,” “will,” “estimate,” “plans,” “projects,” “continuing,”
“ongoing,” “expects,” “intends” and similar words or phrases. All
forward-looking statements, expressed or implied, included herewith
are expressly qualified in their entirety by the cautionary
statements contained or referred to herein. The inclusion of
forward-looking information in this prospectus and the documents
incorporated by reference herein should not be regarded as a
representation by us or any other person that the future plans,
estimates or expectations contemplated by us will be achieved. We
have based these forward-looking statements largely on our current
expectations and projections about future events and financial
trends that we believe may affect our financial condition, results
of operations, business strategy and financial needs. Factors that
may affect our results are disclosed in “Risk
Factors”
beginning on page
6
of this prospectus, and in the documents incorporated by reference
into this prospectus and included or incorporated by reference in
this prospectus. Some of the risks and uncertainties that may cause
our actual results, performance or achievements to differ
materially from those expressed include, but are not limited to,
the following:
•our
plans and ability to execute product development, process
development and preclinical development efforts successfully and on
our anticipated timelines;
•our
plans and ability to obtain marketing approval from the U.S. Food
and Drug Administration (“FDA”) and other regulatory authorities,
including the European Medicines Agency, for our bioengineered
human acellular vessels (“HAVs”) and other product
candidates;
•our
ability to design, initiate and successfully complete clinical
trials and other studies for our product candidates and our plans
and expectations regarding our ongoing or planned clinical trials,
including for our ongoing V005 Phase II/III clinical trial and V007
Phase III clinical trial;
•the
outcome of our ongoing discussions with the FDA concerning the
design of our ongoing V005 Phase II/III clinical trial, including
determination of trial size;
•our
anticipated growth rate and market opportunities;
•the
potential liquidity and trading of our securities;
•our
ability to raise additional capital in the future;
•our
ability to use our proprietary scientific technology platform to
build a pipeline of additional product candidates;
•the
characteristics and performance of our bioengineered
HAVs;
•our
plans and ability to commercialize our HAVs and other product
candidates, if approved by regulatory authorities;
•the
expected size of the target populations for our product
candidates;
•the
anticipated benefits of our HAVs relative to existing
alternatives;
•our
assessment of the competitive landscape;
•the
degree of market acceptance of HAVs, if approved, and the
availability of third-party coverage and
reimbursement;
•our
ability to manufacture HAVs and other product candidates in
sufficient quantities to satisfy our clinical trial and commercial
needs;
•our
expectations regarding our strategic partnership with Fresenius
Medical Care Holdings, Inc. to sell, market and distribute our 6
millimeter HAV for certain specified indications and in specified
markets;
•the
performance of other third parties on which we rely, including our
third-party manufacturers, our licensors, our suppliers and the
organizations conducting our clinical trials;
•our
ability to obtain and maintain intellectual property protection for
our product candidates as well as our ability to operate our
business without infringing, misappropriating or otherwise
violating the intellectual property rights of others;
•our
ability to maintain the confidentiality of our trade secrets,
particularly with respect to our manufacturing
process;
•our
compliance with applicable laws and regulatory requirements,
including FDA regulations, healthcare laws and regulations, and
anti-corruption laws;
•our
ability to attract, retain and motivate qualified personnel and to
manage our growth effectively;
•our
future financial performance and capital requirements;
•our
ability to implement and maintain effective internal controls;
and
▪the
impact of the COVID-19 pandemic on our business, including our
manufacturing efforts, and our preclinical studies and clinical
trials.
We caution you that the foregoing list may not contain all of the
forward-looking statements made in this prospectus.
These forward-looking statements are only predictions based on our
current expectations and projections about future events and are
subject to a number of risks, uncertainties and assumptions,
including those described in “Risk
Factors”
and elsewhere in this prospectus. Moreover, we operate in a
competitive industry, and new risks emerge from time to time. It is
not possible for the management of Humacyte to predict all risks,
nor can we assess the impact of all factors on our business or the
extent to which any factor, or combination of factors, may cause
actual results to differ materially from those contained in any
forward-looking statements we may make. In light of these risks,
uncertainties and assumptions, the forward-looking events and
circumstances discussed in this prospectus may not occur, and
actual results could differ materially and adversely from those
anticipated or implied in the forward-looking statements in this
prospectus.
The forward-looking statements included in this prospectus are made
only as of the date hereof. You should not rely upon
forward-looking statements as predictions of future events.
Although we believe that the expectations reflected in our
forward-looking statements are reasonable, we cannot guarantee that
the future results, levels of activity, performance or events and
circumstances reflected in the forward-looking statements will be
achieved or occur. We do not undertake any obligation to update
publicly any forward-looking statements for any reason after the
date of this prospectus to conform these statements to actual
results or to changes in expectations, except as required by
law.
You should read this prospectus, the documents that have been filed
as exhibits to the registration statement of which this prospectus
forms a part, and any accompanying prospectus supplement with the
understanding that the actual future results, levels of activity,
performance, events and circumstances of Humacyte may be materially
different from what is expected.
MARKET, INDUSTRY AND OTHER DATA
Certain information contained in this prospectus, and any
applicable prospectus supplement, and the information incorporated
by reference herein and therein, relates to or is based on studies,
publications, surveys and other data obtained from third-party
sources and Humacyte’s own internal estimates and research. While
our management is responsible for the accuracy of such statement
and we believe these third-party sources to be reliable as of the
date of this prospectus, we have not independently verified the
market and industry data contained in this prospectus or the
underlying assumptions relied on
therein. Finally, while we believe our own internal research is
reliable, such research has not been verified by any independent
source.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-3
under the Securities Act with respect to the securities being
offered by this prospectus. This prospectus, which constitutes part
of the registration statement, does not contain all of the
information in the registration statement and its exhibits. For
further information with respect to us and our securities offered
by this prospectus, we refer you to the registration statement and
its exhibits. Statements contained in this prospectus as to the
contents of any contract or any other document referred to are not
necessarily complete, and in each instance, we refer you to the
copy of the contract or other document filed as an exhibit to the
registration statement. Each of these statements is qualified in
all respects by this reference. You can read our SEC filings,
including the registration statement, over the internet at the
SEC’s website at www.sec.gov.
We are subject to the information reporting requirements of the
Exchange Act, and we file reports, proxy statements and other
information with the SEC. These reports, proxy statements and other
information are available for review at the SEC’s website at
www.sec.gov. We also maintain a website at www.humacyte.com, at
which you may access these materials free of charge as soon as
reasonably practicable after they are electronically filed with, or
furnished to, the SEC. Humacyte’s website and the information
contained on, or that can be accessed through, such website are not
deemed to be incorporated by reference in, and are not considered
part of, this prospectus.
INCORPORATION BY REFERENCE
The SEC allows us to “incorporate by reference” into this
prospectus the information in documents we file with the SEC, which
means that we can disclose important information to you by
referring you to those documents. The information incorporated by
reference is considered to be a part of this prospectus and should
be read with the same care. When we update the information
contained in documents that have been incorporated by reference by
making future filings with the SEC, the information incorporated by
reference into this prospectus is considered to be automatically
updated and superseded. In other words, in all cases, if you are
considering whether to rely on information contained in this
prospectus or information incorporated by reference into this
prospectus, you should rely on the information contained in the
document that was filed later. We incorporate by reference (other
than any information furnished to, rather than filed with, the SEC,
unless expressly stated otherwise therein) the documents listed
below (File No. 001-39532 unless otherwise stated), which are
considered to be a part of this prospectus:
•our
Annual Report on
Form 10-K
for the year ended December 31, 2021, filed with the SEC on March
29, 2022 (including the portions of our
Definitive Proxy Statement on Schedule 14A,
filed with the SEC on April 29, 2022, incorporated by reference
therein);
•our
Quarterly Reports on Form 10-Q for the quarter ended
March 31, 2022,
filed May 13, 2022 and for the quarter ended
June 30, 2022,
filed August 12, 2022;
•Our
Current Report on
Form 8-K
(other than any items, exhibits or portions thereof furnished to,
rather than field with, the SEC) filed with the SEC on June 13,
2022; and
•the
description of our common stock contained in
Exhibit 4.6
of our Annual Report on Form 10-K for the fiscal year ended
December 31, 2021, filed with the SEC on March 29,
2022.
All reports and other documents we subsequently file with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until
our offering is completed, including all such reports and other
documents filed with the SEC after the date of the initial filing
of the registration statement of which this prospectus forms a part
and prior to the effectiveness of such registration statement, will
also be incorporated by reference into this prospectus and deemed
to be part hereof (other than any information furnished to, rather
than filed with, the SEC, unless expressly stated otherwise
therein). The information contained in any such filing will be
deemed to be a part of this prospectus commencing on the date on
which the document is filed.
Any documents incorporated by reference into this prospectus are
available without charge to you, upon written request by contacting
our Investor Relations department at Investor Relations, Humacyte,
Inc., 2525 East North Carolina Highway 54, Durham, North Carolina
27713.
THE COMPANY
Humacyte is pioneering the development and manufacture of
off-the-shelf, universally implantable, bioengineered human tissues
with the goal of improving the lives of patients and transforming
the practice of medicine. We believe our technology has the
potential to overcome limitations in existing standards of care and
address the lack of significant innovation in products that support
tissue repair, reconstruction and replacement. We are leveraging
our novel, scalable technology platform to develop proprietary,
bioengineered, acellular human tissues for use in the treatment of
diseases and conditions across a range of anatomic locations in
multiple therapeutic areas. Our lead product candidate is being
developed to address critical gaps in existing treatment options
for acute vascular injuries in the extremities due to trauma in
patient populations that cannot be adequately treated with either
autologous vein or synthetic graft.
On August 26, 2021 (the “Closing Date”), Humacyte, Inc. (“Legacy
Humacyte”) and Alpha Healthcare Acquisition Corp. (“AHAC”)
consummated a business combination pursuant to that certain
Business Combination Agreement, dated as of February 17, 2021 (the
“Business Combination Agreement”), by and among Legacy Humacyte,
AHAC and Hunter Merger Sub (“Merger Sub”), a Delaware corporation
and wholly owned subsidiary of AHAC. As contemplated by the
Business Combination Agreement, Merger Sub merged with and into
Legacy Humacyte, with Legacy Humacyte continuing as the surviving
corporation and as a wholly owned subsidiary of AHAC (the
“Merger”). On the Closing Date, AHAC changed its name to Humacyte,
Inc. and Legacy Humacyte changed its name to Humacyte Global, Inc.
AHAC was incorporated in Delaware on July 1, 2020.
Our common stock is traded on Nasdaq under the symbol “HUMA.” The
mailing address of our principal executive office is 2525 East
North Carolina Highway 54, Durham, North Carolina 27713, and our
telephone number is (919) 313-9633. Our website address is
http://www.humacyte.com. The information contained in, or that can
be accessed through, our website is not part of this prospectus. We
make available free of charge on our website our annual, quarterly
and current reports, including amendments to such reports, as soon
as reasonably practicable after we electronically file such
material with, or furnish such material to, the SEC.
Additional information about us and our subsidiaries is included in
documents incorporated by reference in this prospectus. See
“Where
you Can Find More Information”
and “Incorporation
by Reference.”
THE OFFERING
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Issuance of Common Stock |
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Shares of common stock offered by us |
Up to 5,177,500 shares of our common stock, which consists of
(i) up to 177,500 shares of common stock that are issuable
upon the exercise of Private Placement Warrants and (ii) up to
5,000,000 shares of common stock that are issuable upon the
exercise of Public Warrants.
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Shares of common stock outstanding prior to the exercise of all
Warrants |
103,006,803 shares (as of August 22, 2022)
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Shares of common stock outstanding assuming exercise of all
Warrants |
108,184,303 shares (based on total shares outstanding as of August
22, 2022)
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Exercise price of Warrants |
$11.50 per share, subject to adjustment as described
herein. |
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Use of Proceeds |
We will receive up to an aggregate of approximately $59.5 million
from the exercise of all of the Warrants, assuming the exercise in
full of all of the Warrants for cash. We expect to use the net
proceeds from the exercise of the Warrants for general corporate
purposes. See “Use
of Proceeds.”
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Resale of Common Stock |
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Shares of common stock offered by the selling
stockholders |
Up to (i) 17,500,000 PIPE Shares, (ii) up to 71,696,679
shares of common stock pursuant to the Investor Rights and Lock-up
Agreement and (iii) up to 520,161 shares of common stock
purchased by two selling stockholders.
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Use of Proceeds |
We will not receive any of the proceeds from the sale of common
stock by the selling stockholders. |
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Risk Factors |
Before investing in our securities, you should carefully read and
consider the risks described under the heading “Risk
Factors”
beginning on page 6
of this prospectus.
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Nasdaq Ticker Symbol |
Our common stock is listed on Nasdaq under “HUMA.” |
RISK FACTORS
Investing in securities issued by us involves a high degree of
risk. Our business, financial condition and results of operations
could be materially and adversely affected by any of these risks.
If any of these risks occur, the value of our common stock may
decline and you may lose all or part of your investment. Before
deciding whether to invest in our securities, you should consider
carefully the risks described under the heading
“Risk
Factors”
in any of our filings with the SEC that are incorporated by
reference herein.
USE OF PROCEEDS
We will not receive any proceeds from the sale of common stock by
the selling stockholders.
We will receive up to an aggregate of approximately $59.5 million
from the exercise of the Warrants, assuming the exercise in full of
all of the Warrants for cash. We expect to use the net proceeds
from the exercise of the Warrants for general corporate purposes.
We will have broad discretion over the use of proceeds from the
exercise of the Warrants. There is no assurance that the holders of
the Warrants will elect to exercise any or all of the Warrants. To
the extent that the Warrants are exercised on a “cashless basis,”
the amount of cash we would receive from the exercise of the
Warrants will decrease.
DETERMINATION OF OFFERING PRICE
We will not receive any proceeds from the sale of common stock by
the selling stockholders. The offering price of the shares of
common stock underlying the Warrants offered hereby is determined
by reference to the exercise price of the Warrants of $11.50 per
share. The Public Warrants are listed on Nasdaq under the symbol
“HUMAW.”
We cannot currently determine the price or prices at which shares
of common stock may be sold by the selling stockholders under this
prospectus.
DESCRIPTION OF SECURITIES
The following section describes the material features and rights of
our common stock, $0.0001 par value per share, or preferred stock
$0.0001 par value per share, and does not purport to be complete.
It is subject to, and qualified in its entirety by reference to,
our second amended and restated certificate of incorporation (the
“Charter”) and our By Laws (the “Bylaws”) and applicable provisions
of the Delaware General Corporation Law (“DGCL”). Each of our
Charter and Bylaws is incorporated by reference as an exhibit to
the registration statement of which this prospectus forms a
part.
General
As of the date of this prospectus, our authorized capital stock
consists of 270,000,000 shares, comprised of 250,000,000 shares of
common stock, $0.0001 par value per share, and 20,000,000 shares of
preferred stock, $0.0001 par value per share. As of August 22,
2022, there were 103,006,803 shares of our common stock outstanding
and no shares of preferred stock outstanding. Our common stock is
traded on Nasdaq under the symbol “HUMA.”
Common Stock
The Charter provides the following with respect to the rights,
powers, preferences and privileges of our common
stock.
Voting Rights
Holders of record of our common stock are entitled to one vote for
each share held on all matters to be voted upon by stockholders.
Unless specified in our Charter or Bylaws, or as required by
applicable provisions of the DGCL or applicable stock exchange
rules, the affirmative vote of a majority of our shares of common
stock that are voted is required to approve any such matter voted
on by our stockholders.
Our board of directors is divided into three classes, each of which
will generally serve for a term of three years with only one class
of directors being elected each year. There is no cumulative voting
with respect to the election of directors.
Dividend Rights
Subject to applicable law and the rights, if any, of the holders of
any series of our preferred stock then-outstanding, the holders of
our common stock are entitled to receive ratable dividends when, as
and if declared by our board of directors out of funds legally
available therefor and will share equally on a per share basis in
such dividends and distributions.
Rights Upon Liquidation
In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Company, after payment or
provision for payment of the debts and other liabilities of
Humacyte, the holders of shares of common stock are entitled to
receive all remaining assets of Humacyte available for distribution
to its stockholders, ratably in proportion to the number of shares
held by them, subject to applicable law and the rights, if any, of
the holders of any outstanding series of preferred
stock.
Other Rights
Our stockholders have no conversion, preemptive or other
subscription rights. There are no sinking fund or redemption
provisions applicable to the common stock.
Registration Rights
Humacyte and certain of the stockholders of Humacyte and Legacy
Humacyte are party to the Investor Rights and Lock-up Agreement,
pursuant to which, among other things, such stockholders were
granted certain registration rights with respect to certain shares
of securities held by them.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is
Continental Stock Transfer & Trust Company.
Preferred Stock
Pursuant to the Charter, our board of directors has the authority,
without stockholder approval, subject to limitations prescribed by
law, to provide for the issuance of up to 20,000,000 shares of
preferred stock in one or more series, and by filing a certificate
pursuant to the applicable law of the State of Delaware, to
establish from time to time the number of shares to be included in
each such series, and to fix the voting rights, if any,
designations, powers, preferences and relative, participating,
optional, special and other rights of the shares of each series and
any qualifications, limitations or restrictions
thereof.
Our board of directors could authorize the issuance of shares of
preferred stock with terms and conditions that could have the
effect of discouraging a takeover or other transaction that might
involve a premium price for holders of the shares or which holders
might believe to be in their best interests. The issuance of
preferred stock could adversely affect the voting power, conversion
or other rights of holders of common stock and reduce the
likelihood that common stockholders will receive dividend payments
and payments upon liquidation.
Voting Rights
The laws of the State of Delaware provide that the holders of
preferred stock will have the right to vote separately as a class
on any proposal involving fundamental changes to the rights of
holders of such preferred stock. This right is in addition to any
voting rights that may be provided for in the applicable
certificate of designation.
Certain Anti-Takeover Provisions of Delaware Law and our Charter
and Bylaws
Delaware Anti-Takeover Statute
We are subject to the provisions of Section 203 of the DGCL
regulating corporate takeovers. This statute prevents certain
Delaware corporations, under certain circumstances and for three
years following the date that the stockholder became an interested
stockholder, as defined below, from engaging in a “business
combination” with:
•a
stockholder who owns 15% or more of our outstanding voting stock
(otherwise known as an “interested stockholder”);
•an
affiliate of an interested stockholder; or
•an
associate of an interested stockholder.
A “business combination” includes a merger or sale of more than 10%
of our assets. However, the above provisions of Section 203 do not
apply if:
•our
board of directors approves the transaction that made the
stockholder an interested stockholder, prior to the date of the
transaction;
•after
the completion of the transaction that resulted in the stockholder
becoming an interested stockholder, that stockholder owned at least
85% of our voting stock outstanding at the time the transaction
commenced, other than statutorily excluded shares of common stock;
or
•on
or subsequent to the date of the transaction, the transaction is
approved by our board of directors and authorized at a meeting of
our stockholders, and not by written consent, by an affirmative
vote of at least two-thirds of the outstanding voting stock not
owned by the interested stockholder.
Classified Board of Directors
Our board of directors is divided into three classes, Class I,
Class II and Class III, with members of each class serving
staggered three-year terms. Our Charter provides that the
authorized number of directors may be changed only by resolution of
the board of directors. As a result, in most circumstances, a
person can gain control of our board only by successfully engaging
in a proxy contest at two or more annual meetings. Subject to the
terms of any preferred stock, any or all of the directors may be
removed from office at any time, but only for cause and only by the
affirmative vote of holders of 66 2/3% of the voting power of all
then outstanding shares of our capital stock entitled to vote
generally in the election of directors, voting together as a single
class. Any vacancy on our board of directors, including a vacancy
resulting from an enlargement of our board of directors, may be
filled only by vote of a majority of our directors then in
office.
Authorized but Unissued Shares
Our authorized but unissued common stock and preferred stock are
available for future issuances without stockholder approval and
could be utilized for a variety of corporate purposes, including
future offerings to raise additional capital, acquisitions and
employee benefit plans. The existence of authorized but unissued
and unreserved common stock and preferred stock could render more
difficult or discourage an attempt to obtain control of us by means
of a proxy contest, tender offer, merger or otherwise.
Stockholder Action and Special Meetings
Our Charter provides that any action required or permitted to be
taken by the stockholders of the Company must be effected by a duly
called annual or special meeting of such stockholders and may not
be effected by written consent of the stockholders. Our Charter
further provides that meetings of stockholders of the Company may
be called only by the Chairman of the board of directors, the Chief
Executive Officer of the Company, or the board of directors
pursuant to a resolution adopted by a majority of thereof, and that
the ability of the stockholders of the Company to call a special
meeting is specifically denied.
Exclusive Forum Selection
Our Charter requires, to the fullest extent permitted by law, that
derivative actions brought in our name, actions against directors,
officers and employees for breach of fiduciary duty, arising
pursuant to any provision of the DGCL, Charter or Bylaws, or
governed by the internal affairs doctrine, may be brought only in
the Court of Chancery in the State of Delaware and, if brought
outside of Delaware, the stockholder bringing the suit will be
deemed to have consented to service of process on such
stockholder’s counsel except any action (i) as to which the Court
of Chancery in the State of Delaware determines that there is an
indispensable party not subject to the jurisdiction of the Court of
Chancery (and the indispensable party does not consent to the
personal jurisdiction of the Court of Chancery within 10 days
following such determination), (ii) which is vested in the
exclusive jurisdiction of a court or forum other than the Court of
Chancery or (iii) for which the Court of Chancery does not have
subject matter jurisdiction. Any person or entity purchasing or
otherwise acquiring any interest in shares of our capital stock
shall be deemed to have notice of and consented to the forum
provisions in the Charter.
This choice of forum provision may limit a stockholder’s ability to
bring a claim in a judicial forum that it finds favorable for
disputes with us or any of our directors, officers, other employees
or stockholders, which may discourage lawsuits with respect to such
claims. We cannot be certain that a court will decide that this
provision is either applicable or enforceable, and if a court were
to find the choice of forum provision contained in our Charter to
be inapplicable or unenforceable in an action, we may incur
additional costs associated with resolving such action in other
jurisdictions.
Our Charter provides that the exclusive forum provision is
applicable to the fullest extent permitted by applicable law.
Notwithstanding the foregoing, the choice of forum provision will
not apply to claims brought to enforce any liability or duty
created by the Securities Act, the Exchange Act, or any other claim
for which the federal courts have exclusive jurisdiction. Unless
the Company consents in writing to the selection of an alternative
forum, Section 27 of the Exchange Act creates exclusive federal
jurisdiction over all suits brought to enforce any duty or
liability created by the Exchange Act or the rules and regulations
thereunder. As a result, the exclusive forum provision will not
apply to suits brought to enforce any duty or liability created by
the Exchange Act or any other claim for which the federal courts
have exclusive jurisdiction.
SELLING STOCKHOLDERS
This prospectus relates to the resale by the selling stockholders
from time to time of up to 89,716,840 shares of common stock, which
consists of (i) up to 17,500,000 PIPE Shares issued in the
PIPE Investment, (ii) up to 71,696,679 shares of common stock
pursuant to the Investor Rights and Lock-up Agreement and
(iii) up to 520,161 shares of common stock purchased by two
selling stockholders. We will not receive any proceeds from the
sale of shares of common stock by the selling stockholders pursuant
to this prospectus.
The selling stockholders may from time to time offer and sell any
or all of the common stock set forth below pursuant to this
prospectus and any accompanying prospectus supplement. As used in
this prospectus, the term “selling stockholders” includes the
persons listed in the table below, together with any additional
selling stockholders listed in any prospectus supplement, and their
pledgees, donees, transferees, assignees, successors, designees and
others who later come to hold any of the selling stockholders’
interests in the common stock, other than through a public
sale.
Selling stockholders holding 71,696,679 shares of common stock set
forth below are subject to the terms of the Investor Rights and
Lock-up Agreement. Under the Investor Rights and Lock-up Agreement,
such selling stockholders were granted certain registration rights
with respect to certain shares of common stock held by
them.
Except as set forth in the footnotes below, the following table
sets forth certain information as of August 22, 2022 regarding
the beneficial ownership of our common stock by the selling
stockholders and the shares of common stock being offered by the
selling stockholders. The applicable percentage ownership of
common stock is based on approximately 103,006,803 shares of
common stock outstanding as of August 22, 2022. Information
with respect to shares of common stock owned beneficially after the
offering assumes the sale of all of the shares of common stock
registered hereby. The selling stockholders may offer and sell
some, all or none of their shares of common stock.
Beneficial ownership is determined in accordance with the
rules and regulations of the SEC. A person is a “beneficial
owner” of a security if that person has or shares “voting power,”
which includes the power to vote or to direct the voting of the
security, or “investment power,” which includes the power to
dispose of or to direct the disposition of the security, or has the
right to acquire such powers within 60 days.
Unless otherwise noted in the footnotes to the following table, and
subject to applicable community property laws, the persons and
entities named in the table have sole voting and investment power
with respect to their beneficially owned common stock.
Please see “Plan
of Distribution”
in this prospectus for further information regarding the selling
stockholders’ method of distributing these shares.
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
Shares of Common Stock |
|
Name of Selling Stockholder
|
|
Number
Beneficially
Owned Prior to
Offering |
|
Number
Registered for Sale Hereby
(1)
|
|
Number Beneficially Owned After Offering |
|
Percent Owned After Offering |
|
2163 Holdings LLC
(2)
|
|
9,662 |
|
|
9,662 |
|
|
|
|
|
|
360 Family Office Fund LLC
|
|
62,500 |
|
|
62,500 |
|
|
— |
|
|
— |
|
|
715 Management
(3)
|
|
1,250 |
|
|
1,250 |
|
|
— |
|
|
— |
|
|
Aaron Fencil
|
|
27,545 |
|
|
27,545 |
|
|
— |
|
|
— |
|
|
Adam B. Fencil
|
|
38,122 |
|
|
38,122 |
|
|
— |
|
|
— |
|
|
AI Humacyte Holdings LLC
(4)
|
|
2,377,410 |
|
|
2,377,410 |
|
|
— |
|
|
— |
|
|
Alexandria Venture Investments, LLC
(5)
|
|
916,791 |
|
|
916,791 |
|
|
— |
|
|
— |
|
|
Allen Heye
|
|
12,077 |
|
|
12,077 |
|
|
— |
|
|
— |
|
|
AM Global Investments (Cayman)
(6)
|
|
1,988,795 |
|
|
1,988,795 |
|
|
— |
|
|
— |
|
|
Aman Oberoi
|
|
12,077 |
|
|
12,077 |
|
|
— |
|
|
— |
|
|
Ameeta Walia
|
|
9,662 |
|
|
9,662 |
|
|
— |
|
|
— |
|
|
Andrew Seighart
|
|
17,391 |
|
|
17,391 |
|
|
— |
|
|
— |
|
|
Antonio Farnos
|
|
50,000 |
|
|
50,000 |
|
|
— |
|
|
— |
|
|
Aric Hart
|
|
12,500 |
|
|
12,500 |
|
|
— |
|
|
— |
|
|
Ayabudge LLC
(7)
|
|
20,452,504 |
|
|
20,452,504 |
|
|
— |
|
|
— |
|
|
Brady W. Dougan
(8)
|
|
510,161 |
|
|
510,161 |
|
|
— |
|
|
— |
|
|
Bangkok Bank Public Company Limited
(9)
|
|
2,739,208 |
|
|
2,739,208 |
|
|
— |
|
|
— |
|
|
Behbehani Finance Company
(10)
|
|
442,081 |
|
|
442,081 |
|
|
— |
|
|
— |
|
|
BEMAP Master Fund Ltd
(11)
|
|
194,189 |
|
|
194,189 |
|
|
— |
|
|
— |
|
|
Benjamin Kwasnick
|
|
25,000 |
|
|
25,000 |
|
|
— |
|
|
— |
|
|
Bernard Heng Jin Meng
|
|
98,012 |
|
|
98,012 |
|
|
— |
|
|
— |
|
|
Bespoke Alpha MAC MIM LP
(11)
|
|
25,148 |
|
|
25,148 |
|
|
— |
|
|
— |
|
|
Brennan C. Todd
|
|
1,250 |
|
|
1,250 |
|
|
— |
|
|
— |
|
|
Brian Robertson
(12)
|
|
25,000 |
|
|
25,000 |
|
|
— |
|
|
— |
|
|
Brian Walsh
|
|
13,044 |
|
|
13,044 |
|
|
— |
|
|
— |
|
|
Bruce A. Springer
(13)
|
|
25,000 |
|
|
25,000 |
|
|
— |
|
|
— |
|
|
Busolantix Investment S.A.
(14)
|
|
599,536 |
|
|
599,536 |
|
|
— |
|
|
— |
|
|
Carolyn Specht
|
|
5,000 |
|
|
5,000 |
|
|
— |
|
|
— |
|
|
Carrie S. Cox
|
|
756,848 |
|
|
756,848 |
|
|
— |
|
|
— |
|
|
Challenger Universal Limited
(15)
|
|
2,194,604 |
|
|
2,194,604 |
|
|
— |
|
|
— |
|
|
Charles Schwab & Co., Inc FBO Elinor Hamblin TTEE Virginia C
Thomas Trust
(16)
|
|
9,662 |
|
|
9,662 |
|
|
— |
|
|
— |
|
|
Charles Schwab & Co., Inc FBO Kathleen A Mangan
Individual
(17)
|
|
19,324 |
|
|
19,324 |
|
|
— |
|
|
— |
|
|
Christopher Metcalfe
|
|
25,000 |
|
|
25,000 |
|
|
— |
|
|
— |
|
|
Christopher Metcalfe Charitable Remainder Unitrust
|
|
37,500 |
|
|
37,500 |
|
|
— |
|
|
— |
|
|
CVI Investments, Inc.
(18)
|
|
500,000 |
|
|
500,000 |
|
|
— |
|
|
— |
|
|
D. Wilson Ervin
|
|
276,821 |
|
|
276,821 |
|
|
— |
|
|
— |
|
|
Dan Friis Alternatives Ltd.
(19)
|
|
619,364 |
|
|
619,364 |
|
|
— |
|
|
— |
|
|
Daniel Heflin
|
|
21,739 |
|
|
21,739 |
|
|
— |
|
|
— |
|
|
Dataspring Limited
(20)
|
|
293,913 |
|
|
293,913 |
|
|
— |
|
|
— |
|
|
David Rodricks
|
|
4,831 |
|
|
4,831 |
|
|
— |
|
|
— |
|
|
Dinan Family Foundation
(21)
|
|
250,000 |
|
|
250,000 |
|
|
— |
|
|
— |
|
|
Dinan Family LP
(22)
|
|
400,000 |
|
|
400,000 |
|
|
— |
|
|
— |
|
|
Dinan Management, L.P.
(23)
|
|
246,033 |
|
|
246,033 |
|
|
— |
|
|
— |
|
|
Dustin White
|
|
25,000 |
|
|
25,000 |
|
|
— |
|
|
— |
|
|
DS Liquid Div RVA MON LLC
(11)
|
|
234,240 |
|
|
234,240 |
|
|
— |
|
|
— |
|
|
EQ Capital Pte. Ltd.
(24)
|
|
530,498 |
|
|
530,498 |
|
|
— |
|
|
— |
|
|
Eric and Shauna Varvel
|
|
321,695 |
|
|
321,695 |
|
|
— |
|
|
— |
|
|
Erich Grasso
|
|
25,000 |
|
|
25,000 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares of Common Stock |
|
Name of Selling Stockholder
|
|
Number
Beneficially
Owned Prior to
Offering |
|
Number
Registered for Sale Hereby
(1)
|
|
Number Beneficially Owned After Offering |
|
Percent Owned After Offering |
|
Eric Weinstein
|
|
9,662 |
|
|
9,662 |
|
|
— |
|
|
— |
|
|
Essex Bio-Investment Limited
(25)
|
|
200,809 |
|
|
200,809 |
|
|
— |
|
|
— |
|
|
EWM Alternative Investments SPV, LLC-Series 7-Unicorn Tech Fund
II
|
|
96,618 |
|
|
96,618 |
|
|
— |
|
|
— |
|
|
Farah Financial Services Ltd.(26)
|
|
401,618 |
|
|
401,618 |
|
|
— |
|
|
— |
|
|
Fresenius Medical Care Holdings, Inc.
(27)
|
|
18,312,735 |
|
|
18,312,735 |
|
|
— |
|
|
— |
|
|
Furkan Baran
|
|
4,831 |
|
|
4,831 |
|
|
— |
|
|
— |
|
|
George Sertl
|
|
24,155 |
|
|
24,155 |
|
|
— |
|
|
— |
|
|
Grazyna Kulczyk
|
|
1,283,931 |
|
|
1,283,931 |
|
|
— |
|
|
— |
|
|
Gudrun Zoeller
|
|
9,662 |
|
|
9,662 |
|
|
— |
|
|
— |
|
|
Helman Sitohang
|
|
176,832 |
|
|
176,832 |
|
|
— |
|
|
— |
|
|
Highmark Long/Short Equity 20
(28)
|
|
387,500 |
|
|
387,500 |
|
|
— |
|
|
— |
|
|
IC 401k Trust
(29)
|
|
4,831 |
|
|
4,831 |
|
|
— |
|
|
— |
|
|
Iram Zia
|
|
14,493 |
|
|
14,493 |
|
|
— |
|
|
— |
|
|
Jack Laschever
|
|
4,831 |
|
|
4,831 |
|
|
— |
|
|
— |
|
|
Jacqueline Berg
|
|
9,662 |
|
|
9,662 |
|
|
— |
|
|
— |
|
|
John T. Trauth
|
|
9,662 |
|
|
9,662 |
|
|
— |
|
|
— |
|
|
John A. Chetalet
|
|
50,000 |
|
|
50,000 |
|
|
— |
|
|
— |
|
|
Joseph F. Skowron III
|
|
67,250 |
|
|
67,250 |
|
|
— |
|
|
— |
|
|
Kareem Burke
|
|
62,500 |
|
|
62,500 |
|
|
— |
|
|
— |
|
|
Kenneth and Debbie Hunter Scribner
|
|
6,250 |
|
|
6,250 |
|
|
— |
|
|
— |
|
|
Kevin Keenan
|
|
25,000 |
|
|
25,000 |
|
|
— |
|
|
— |
|
|
Yili Kevin Xie
(30)
|
|
25,000 |
|
|
25,000 |
|
|
— |
|
|
— |
|
|
Kwek Buck Chye
|
|
20,000 |
|
|
20,000 |
|
|
— |
|
|
— |
|
|
Kyle Rusconi
|
|
17,391 |
|
|
17,391 |
|
|
— |
|
|
— |
|
|
Lau Yuen Yee
|
|
82,435 |
|
|
82,435 |
|
|
— |
|
|
— |
|
|
Laura E. Niklason
(31)
|
|
1,158,240 |
|
|
1,158,240 |
|
|
— |
|
|
— |
|
|
Legion Method
|
|
50,000 |
|
|
50,000 |
|
|
— |
|
|
— |
|
|
Leo C. Saenger III
|
|
4,831 |
|
|
4,831 |
|
|
— |
|
|
— |
|
|
Lilly Tam
|
|
5,000 |
|
|
5,000 |
|
|
— |
|
|
— |
|
|
Loren T. Niklason
|
|
65,026 |
|
|
65,026 |
|
|
— |
|
|
— |
|
|
Lubna R. Singh
|
|
9,662 |
|
|
9,662 |
|
|
— |
|
|
— |
|
|
Marc J. Bishara
|
|
25,000 |
|
|
25,000 |
|
|
— |
|
|
— |
|
|
Mark Negley
|
|
25,000 |
|
|
25,000 |
|
|
— |
|
|
— |
|
|
Malgorzata Dobak
|
|
41,344 |
|
|
41,344 |
|
|
— |
|
|
— |
|
|
Marloes Capital Pte. Limited
(32)
|
|
547,106 |
|
|
547,106 |
|
|
— |
|
|
— |
|
|
Maven Investment Partners US Limited
(33)
|
|
500,000 |
|
|
500,000 |
|
|
— |
|
|
— |
|
|
MI-CM LLC
(34)
|
|
100,000 |
|
|
100,000 |
|
|
— |
|
|
— |
|
|
Michael and Cristina D’Angelo
|
|
54,262 |
|
|
54,262 |
|
|
— |
|
|
— |
|
|
Michael and Julie Fair
|
|
9,662 |
|
|
9,662 |
|
|
— |
|
|
— |
|
|
Millennium Trust FBO Richard Levinson IRA
(35)
|
|
13,044 |
|
|
13,044 |
|
|
— |
|
|
— |
|
|
Monashee Pure Alpha SPV I LP
(11)
|
|
115,419 |
|
|
115,419 |
|
|
— |
|
|
— |
|
|
Monashee Solitario Fund LP
(11)
|
|
148,049 |
|
|
148,049 |
|
|
— |
|
|
— |
|
|
Morgan Creek Capital Partners, LLC
(36)
|
|
961
|
|
961
|
|
— |
|
|
— |
|
|
Mu Dejun
|
|
477,840 |
|
|
477,840 |
|
|
— |
|
|
— |
|
|
Mulholland Investment Group
(37)
|
|
37,500 |
|
|
37,500 |
|
|
— |
|
|
— |
|
|
Natalon Company Limited
|
|
1,768,328 |
|
|
1,768,328 |
|
|
— |
|
|
— |
|
|
Ngiam Mia Je Patrick
|
|
135,657 |
|
|
135,657 |
|
|
— |
|
|
— |
|
|
Ngiam Mia Kiat Benjamin
|
|
119,459 |
|
|
119,459 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares of Common Stock |
|
Name of Selling Stockholder
|
|
Number
Beneficially
Owned Prior to
Offering |
|
Number
Registered for Sale Hereby
(1)
|
|
Number Beneficially Owned After Offering |
|
Percent Owned After Offering |
|
Nineteen77 Global Multi-Strategy Alpha Master Limited
(38)
|
|
500,000 |
|
|
500,000 |
|
|
— |
|
|
— |
|
|
Northland Securities, Inc.
(39)
|
|
8,333 |
|
|
8,333 |
|
|
— |
|
|
— |
|
|
Oppenheimer & Co. Inc.
|
|
41,667 |
|
|
41,667 |
|
|
— |
|
|
— |
|
|
OrbiMed Genesis Master Fund, L.P.
(40)
|
|
300,000 |
|
|
300,000 |
|
|
— |
|
|
— |
|
|
OrbiMed Partners Master Fund Limited
(41)
|
|
1,200,000 |
|
|
1,200,000 |
|
|
— |
|
|
— |
|
|
Pacific Investment Resources Limited
(42)
|
|
2,802,492 |
|
|
2,802,492 |
|
|
— |
|
|
— |
|
|
Pan Class F Ventures Ltd
(43)
|
|
1,600,000 |
|
|
1,600,000 |
|
|
— |
|
|
— |
|
|
Patrick Sturgeon
(44)
|
|
140,211 |
|
|
140,211 |
|
|
— |
|
|
— |
|
|
Paul D. Ausley
|
|
9,662 |
|
|
9,662 |
|
|
— |
|
|
— |
|
|
Perch Bay Group, LLC
(45)
|
|
25,000 |
|
|
25,000 |
|
|
— |
|
|
— |
|
|
Peter and Janet Bernthal
|
|
30,000 |
|
|
30,000 |
|
|
— |
|
|
— |
|
|
Pura Vida Master Fund, Ltd.
(28)
|
|
662,500 |
|
|
662,500 |
|
|
— |
|
|
— |
|
|
Qubit PE, LLC
(46)
|
|
400,000 |
|
|
400,000 |
|
|
|
|
|
|
Rajiv Shukla
(47)
|
|
1,814,789 |
|
|
1,814,789 |
|
|
— |
|
|
— |
|
|
Rebecca J. Mason
(48)
|
|
26,029 |
|
|
26,029 |
|
|
— |
|
|
— |
|
|
Rebecca J. and Curtis Mason
(49)
|
|
15,000 |
|
|
15,000 |
|
|
— |
|
|
— |
|
|
Richard Humphrey
|
|
25,000 |
|
|
25,000 |
|
|
— |
|
|
— |
|
|
Richard Larson
|
|
19,324 |
|
|
19,324 |
|
|
— |
|
|
— |
|
|
Richard I. Sichel
|
|
4,831 |
|
|
4,831 |
|
|
— |
|
|
— |
|
|
Richburg Enterprises LLC
(50)
|
|
1,500 |
|
|
1,500 |
|
|
— |
|
|
— |
|
|
Robert and Nancy Blum
|
|
124,340 |
|
|
124,340 |
|
|
— |
|
|
— |
|
|
Robert Duggan
|
|
125,000 |
|
|
125,000 |
|
|
— |
|
|
— |
|
|
Robert L. Basso
|
|
236,335 |
|
|
236,335 |
|
|
— |
|
|
— |
|
|
Scanfert Oy
|
|
599,767 |
|
|
599,767 |
|
|
— |
|
|
— |
|
|
Schwartz Management, LLC
(51)
|
|
80,004 |
|
|
80,004 |
|
|
— |
|
|
— |
|
|
SFL SPV I LLC
(11)
|
|
32,955 |
|
|
32,955 |
|
|
— |
|
|
— |
|
|
Shakil Riaz
|
|
19,324 |
|
|
19,324 |
|
|
— |
|
|
— |
|
|
Shindell 2016 GST Trust - (Ervin Shindell)
(52)
|
|
28,986 |
|
|
28,986 |
|
|
— |
|
|
— |
|
|
Sirocco Holdings, Ltd.(53)
|
|
884,164 |
|
|
884,164 |
|
|
— |
|
|
— |
|
|
Stephen Scott Roth
|
|
17,391 |
|
|
17,391 |
|
|
— |
|
|
— |
|
|
StoneX Financial Inc C/F Meline Doodnauth – IRA
(54)
|
|
9,662 |
|
|
9,662 |
|
|
— |
|
|
— |
|
|
StoneX Financial Inc C/F Nalini Durgana – IRA
(55)
|
|
4,831 |
|
|
4,831 |
|
|
— |
|
|
— |
|
|
StoneX Financial Inc C/F Oswald Durgana – IRA
(56)
|
|
4,831 |
|
|
4,831 |
|
|
— |
|
|
— |
|
|
Supreme Universal Holdings Limited
(57)
|
|
1,194,604 |
|
|
1,194,604 |
|
|
— |
|
|
— |
|
|
Terrance L. Carlson
(58)
|
|
25,000 |
|
|
25,000 |
|
|
— |
|
|
— |
|
|
Textile Global Sourcing Inc
(59)
|
|
14,493 |
|
|
14,493 |
|
|
— |
|
|
— |
|
|
The GYF Trust
(60)
|
|
8,942,078 |
|
|
8,942,078 |
|
|
— |
|
|
— |
|
|
The Family Trust Created Under the Joan Fencil Revocable Trust
Dated September 16, 1996
(61)
|
|
76,403 |
|
|
76,403 |
|
|
— |
|
|
— |
|
|
The James Fencil Family Trust Dated September 4, 2019
(62)
|
|
482,750 |
|
|
482,750 |
|
|
— |
|
|
— |
|
|
Tom S. Nichols
|
|
9,662 |
|
|
9,662 |
|
|
— |
|
|
— |
|
|
Vikas Srivastav
|
|
28,986 |
|
|
28,986 |
|
|
— |
|
|
— |
|
|
Wake Med |
|
144,928 |
|
|
144,928 |
|
|
— |
|
|
— |
|
|
Walleye Opportunities Master Fund Ltd
(28)
|
|
100,000 |
|
|
100,000 |
|
|
— |
|
|
— |
|
|
Walleye Manager Opportunities LLC
(28)
|
|
100,000 |
|
|
100,000 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares of Common Stock |
|
Name of Selling Stockholder
|
|
Number
Beneficially
Owned Prior to
Offering |
|
Number
Registered for Sale Hereby
(1)
|
|
Number Beneficially Owned After Offering |
|
Percent Owned After Offering |
|
William Alan Jolly
|
|
12,500 |
|
|
12,500 |
|
|
— |
|
|
— |
|
|
Xiao Tian Feng
|
|
44,208 |
|
|
44,208 |
|
|
— |
|
|
— |
|
|
York Capital Management, L.P.
(23)
|
|
1,069,454 |
|
|
1,069,454 |
|
|
— |
|
|
— |
|
|
York Multi Strategy Master Fund, L.P.
(23)
|
|
1,221,941 |
|
|
1,221,941 |
|
|
— |
|
|
— |
|
|
Yue Wang
|
|
44,208 |
|
|
44,208 |
|
|
— |
|
|
— |
|
|
Zachary Larson
|
|
9,662 |
|
|
9,662 |
|
|
— |
|
|
— |
|
|
Zhang Liping
|
|
200,000 |
|
|
200,000 |
|
|
— |
|
|
— |
|
|
Total
|
|
89,716,840 |
|
|
89,716,840 |
|
|
— |
|
|
— |
|
_____________________
(1)The
amounts set forth in this column are the number of shares of common
stock that may be offered by each selling stockholder using this
prospectus. These amounts do not represent any other shares of our
common stock that the selling stockholder may own beneficially or
otherwise.
(2)Mark
Boyce has full voting and dispositive power over the shares held by
2163 Holdings LLC.
(3)Antonio
Tubbs has full voting and dispositive power over shares held by 715
Management.
(4)Each
of Access Industries Management, LLC (“AIM”), Access Industries
Holdings LLC (“AIH”) and Len Blavatnik may be deemed to
beneficially own, and share investment and voting power over, the
shares held directly by AI Humacyte Holdings LLC because (i) AIM is
the sole manager of AI Humacyte Holdings LLC, (ii) AIH controls a
majority of the outstanding voting interests in AI Humacyte
Holdings LLC and (iii) Mr. Blavatnik controls AIM and a majority of
the outstanding voting interests in AIH. Each of AIM, AIH and Mr.
Blavatnik and each of their affiliated entities and the officers,
partners, members and managers thereof, other than AI Humacyte
Holdings LLC, disclaims beneficial ownership of the shares held
directly by AI Humacyte Holdings LLC.
(5)Humacyte
leases its principal executive office from an affiliate of
Alexandria Venture Investments, LLC.
(6)His
Excellency Sheikh Abdulrahman bin Mubarak bin Saif Al-Thani has
full voting and dispositive power over the shares held by AM Global
Investments (Cayman).
(7)Brady
Dougan has full voting and dispositive power over the shares held
by Ayabudge LLC. Mr. Dougan serves a director of Humacyte
and is married to Laura Niklason, who serves as President and Chief
Executive Officer and as a director of Humacyte. By virtue of this
relationship, Dr. Niklason may be deemed to share beneficial
ownership of the securities held of record by Ayabudge LLC.
Ayabudge LLC has pledged 18,930,004 shares to certain lenders in
connection with a financing arrangement.
(8)Brady
Dougan serves a director of Humacyte and is married to Laura
Niklason, who serves as President and Chief Executive Officer and
as a director of Humacyte. By virtue of this relationship,
Dr. Niklason may be deemed to share beneficial ownership of
the securities held of record by Mr. Dougan.
(9)Yanchai
Tantiratapong is the Senior Vice President and Investment
Department Manager of Bangkok Bank Public Company Limited and has
full voting and dispositive power over the shares held by Bangkok
Bank Public Company Limited.
(10)Ali
Morad Behbehani, President, Hussein Morad Behbehani, Vice
President, and Samiha Morad Behbehani, Director, have full voting
and dispositive power over the shares held by Behbehani Finance
Company.
(11)Monashee
Investment Management, LLC is the investment manager of BEMAP
Master Fund Ltd, Monashee Pure Alpha SPV I LP, Monashee Solitario
Fund LP, Bespoke Alpha MAC MIM LP, SFL SPV I LLC and DS Liquid Div
RVA MON LLC and, therefore, has full investment and voting power
over the shares held by such funds. Jeff Muller, as Chief
Compliance Officer of Monashee Investment Management LLC, has the
right to exercise investment and voting power on behalf of the
Monashee Funds. Mr. Muller disclaims any beneficial ownership
of the shares held by such funds.
(12)Brian
Robertson served as a director of AHAC prior to the
Merger.
(13)Bruce
A. Springer served as a director of AHAC prior to the
Merger.
(14)Patrick
Fuchs and Alexander Ospelt are directors of Busolantix Investment
S.A. and share full voting and dispositive power over the shares
held by Busolantix Investment S.A.
(15)His
Excellency Sheikh Hamad Bin Jassim Bin Jabr Al-Thani and his family
have full voting and dispositive power over the shares held by
Challenger Universal Limited.
(16)Elinor
Hamblin has full voting and dispositive power over the shares held
by Charles Schwab & Co., Inc. FBO Elinor Hamblin TTEE Virginia
C Thomas Trust.
(17)Kathleen
A. Mangin has full voting and dispositive power over the shares
held by Charles Schwab & Co., Inc FBO Kathleen A Mangan
Individual.
(18)Heights
Capital Management, Inc., the authorized agent of CVI Investments,
Inc. (“CVI”), has discretionary authority to vote and dispose of
the shares held by CVI and may be deemed to be the beneficial owner
of these shares. Martin Kobinger, in his capacity as Investment
Manager of Heights Capital Management, Inc., may also be deemed to
have investment discretion and voting power over the shares held by
CVI. Mr. Kobinger disclaims any such beneficial ownership of the
shares. CVI is affiliated with one or more FINRA members, none of
whom are currently expected to participate in the sale pursuant to
this prospectus.
(19)Dan
Friis is a director of Dan Friis Alternatives Ltd. and has
full voting and dispositive power over the shares held by Dan Friis
Alternatives Ltd.
(20)Mr.
Seow Voon Ping is the ultimate beneficial owner of Dataspring
Limited and has full voting and dispositive power over the shares
held by Dataspring Limited.
(21)James
G. Dinan is the President and Treasurer, and a member of the board
of directors, of the Dinan Family Foundation. As a result, Mr.
Dinan may be deemed to be the beneficial owner of all shares of
common stock directly owned by the Dinan Family Foundation. YGA
(defined below) disclaims beneficial ownership of all shares of
common stock directly owned by the Dinan Family
Foundation.
(22)James
G. Dinan is a general partner of Dinan Family LP. As a
result, Mr. Dinan may be deemed to be the beneficial owner of
all shares of common stock directly owned by Dinan
Family LP.
(23)James
G. Dinan is the chairman and a senior manager of York Capital
Management Global Advisors, LLC (“YGA”) and makes voting and
investment decisions on behalf of YGA. YGA is the sole senior
managing member of Dinan Management, L.L.C., which is the general
partner of each of Dinan Management L.P., York Capital
Management, L.P. and York Multi Strategy Master
Fund, L.P. As a result, YGA may be deemed to be the beneficial
owners of the shares held by each of such funds. The directors and
executive officers of YGA are James G. Dinan, Chairman and Chief
Executive Officer, and John J. Fosina, Chief Financial
Officer.
(24)Ron
Sim Chye Hock and Teo Sway Heong, each a director of EQ Capital
Pte. Ltd., have full voting and dispositive power over the shares
held by EQ Capital Pte. Ltd.
(25)Essex
Bio-Investment Limited is a wholly-owned subsidiary of Essex
Bio-Technology Limited, a Hong Kong publicly traded company. Ngiam
Mia Je Patrick is the Chairman, Executive Director and single
largest shareholder of Essex Bio-Technology Limited, and a director
of Essex Bio-Investment Limited. Mr. Ngiam has full voting and
dispositive power over the shares held by Essex Bio-Investment
Limited.
(26)Ali
Kolaghassi is the sole director of Farah Financial Services Ltd.
and has the authority to make investment decisions on behalf of
Farah Financial Services Ltd.
(27)Based
solely upon a review of a Schedule 13D filed by Fresenius Medical
Care Holdings, Inc. (“Fresenius Medical Care”) on September 2,
2021, Fresenius Medical Care is a wholly-owned subsidiary of
Fresenius Medical Care AG & Co. KGaA (“FMC AG & Co. KGaA”)
and is the holding company for the North American operations of FMC
AG & Co. KGaA. The outstanding share capital of FMC AG &
Co. KGaA consists of ordinary shares issued only in bearer form
and, accordingly, FMC AG & Co. KGaA faces difficulties
precisely determining who its shareholders are at any specified
time or how many shares any particular shareholder owns. FMC AG
& Co. KGaA has been informed that as of August 22, 2022,
Fresenius SE & Co. KGaA (“Fresenius SE”) owned 32.2% of FMC AG
& Co. KGaA’s ordinary shares. Fresenius SE is also the owner of
all of the outstanding share capital of Fresenius Medical Care
Management AG (“Management AG”), the general partner of FMC AG
& Co. KGaA and, accordingly, has the sole power to elect the
Supervisory Board of Management AG. The Supervisory Board of
Management AG has the sole power to appoint the Management Board of
Management AG, which acts for Management AG as general partner in
conducting the business of FMC AG & Co. KGaA. Through its
ownership of the general partner of FMC AG & Co. KGaA,
Fresenius SE has de facto management control of FMC AG & Co.
KGaA. Fresenius SE’s share capital also consists solely of ordinary
shares, issued only in bearer form. Fresenius SE has similar
difficulties precisely determining who its shareholders are at any
specified time or how many shares any particular shareholder owns.
However, based on the most recent notification to Fresenius SE
pursuant to the notification requirements of the German Securities
Trading Act, Fresenius SE has been informed that the Else
Kröner–Fresenius Stiftung (the “Foundation”) owns approximately
26.7% of Fresenius SE’s ordinary shares. The Foundation is also the
sole shareholder of Fresenius Management SE (“FSE Management”), the
general partner of Fresenius SE, and has sole power to elect the
Supervisory Board of FSE Management, which appoints the Management
Board of FSE Management. The Management Board of FSE Management
acts for FSE Management as general partner in the management of
Fresenius SE.
(28)Walleye
Manager Opportunities LLC and Walleye Opportunities Master
Fund Ltd. are managed accounts of Highmark Limited (the
“Managed Accounts”) and Highmark Long/Short Equity 20 is a
segregated account of Highmark Limited (the “Segregated Account”).
Pura Vida Investments, LLC serves as the sub–advisor to the Managed
Accounts and investment manager to the Segregated Account and to
Pura Vida Master Fund, Ltd. Efrem Kamen serves as the managing
member of Pura Vida Investments, LLC. As a result, Pura Vida
Investments, LLC and Mr. Kamen may be deemed to have shared
voting and dispositive power with respect to the shares held in the
Segregated Account and Managed Accounts, and by Pura Vida Master
Fund, Ltd. Pura Vida Investments, LLC and Mr. Kamen
disclaim beneficial ownership of such shares except to the extent
of each of their pecuniary interest therein.
(29)Aleksandr
Simma has full voting and dispositive power over the shares held by
IC 401k Trust.
(30)Yili
Kevin Xie served as a director of AHAC prior to the
Merger.
(31)Laura Niklason
serves as the President and Chief Executive Officer and as a
director of Humacyte. Dr. Niklason is married to Brady Dougan,
who has full voting and dispositive power over the shares held by
Ayabudge LLC. By virtue of this relationship,
Dr. Niklason may be deemed to share beneficial ownership of
the securities held of record by Ayabudge LLC.
(32)Seow
Voon Ping and Mr. Seow Lun Hoo are directors of Marloes Capital
Pte. Limited and share full voting and dispositive power over the
shares held by Marloes Capital Pte. Limited.
(33)Anand
Sharma has full voting and dispositive power over the shares held
by Maven Investment Partners US Limited.
(34)Brian
Finn, Bettina Finn and Melissa Kramer share voting and dispositive
power over the shares held by MI-CM LLC.
(35)Richard
Levinson has full voting and dispositive power over the shares held
by Millennium Trust FBO Richard Levinson IRA.
(36)Mark
W. Yusko is Managing Member of Morgan Creek Capital Partners, LLC
and has full voting and dispositive power over the shares held by
Morgan Creek Capital Partners, LLC.
(37)The
voting power of the shares held by Mulholland Investment Group is
held equally by MB Insurance Services, Inc., Halftime, Inc. and
Daily Operation, Inc., which entities are wholly owned by Marc
Bishara, Dustin White and Tomer DeVito. Any two of Messrs. Bishara,
White and DeVito together have dispositive power over the shares
held by Mulholland Investment Group.
(38)Kevin
Russell, the chief investment officer of UBS O’Connor LLC, the
investment manager, has voting and/or investment control over the
shares held by Nineteen77 Global Multi-Strategy Alpha Master
Limited. Mr. Russell disclaims beneficial ownership of the
securities reported herein for purposes of Section 16 of the
Exchange Act, except as to such extent of such reporting person’s
pecuniary interest in the securities.
(39)Randy
Nitzsche is the President and Chief Executive Officer of Northland
Securities, Inc. and has full voting and dispositive power over the
shares held by Northland Securities, Inc.
(40)OrbiMed
Genesis GP LLC is the general partner of OrbiMed Genesis Master
Fund, L.P. OrbiMed Advisors LLC is the managing member of
OrbiMed Genesis GP LLC. As a result, OrbiMed Genesis GP LLC
and OrbiMed Advisors LLC may be deemed to have shared voting power
and investment power over the securities held by OrbiMed Genesis
Master Fund, L.P. and as a result, may be deemed to have
beneficial ownership over such securities. OrbiMed Advisors LLC
exercises voting and investment power through a management
committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter
Neild, each of whom disclaims beneficial ownership of the shares
held by OrbiMed Genesis Master Fund, L.P.
(41)OrbiMed
Capital LLC is the investment advisor to OrbiMed Partners Master
Fund Limited. OrbiMed Capital LLC is a relying advisor of OrbiMed
Advisors LLC. OrbiMed Advisors LLC and OrbiMed Capital LLC
exercise voting and investment power through a management committee
composed of Carl L. Gordon, Sven H. Borho, and W. Carter Neild,
each of whom disclaims beneficial ownership of the shares held by
OrbiMed Partners Master Fund Limited.
(42)Pacific
Investment Resources Limited is managed by Pacific Eagle Asset
Management Limited. Mr. Ong Wey Ter Kelvin, a director of Pacific
Eagle Asset Management Limited and acting in such capacity is has
voting and dispositive power over the shares held by Pacific
Investment Resources Limited.
(43)Nichola
Dunkley is a director of Pelican Point (BVI) Ltd., which has
full voting and dispositive power over the shares held by Pan
Class F Ventures Ltd.
(44)Patrick
Sturgeon served as Chief Financial Officer and Secretary of AHAC
prior to the Merger.
(45)Curtis
F. Brockelman, Jr. has full voting and dispositive power over
the shares held by Perch Bay Group, LLC.
(46)Neil
Ramsey is the Managing Member of Qubit PE, LLC and has full voting
and dispositive power over the shares held by Qubit PE,
LLC.
(47)AHAC
Sponsor LLC, AHAC’s sponsor prior to the Merger, is the record
holder of the securities reported herein. Rajiv Shukla, who served
as Chief Executive Officer of AHAC prior to the Merger, is the
managing member of the Sponsor. By virtue of this relationship,
Mr. Shukla may be deemed to share beneficial ownership of the
securities held of record by our sponsor. Mr. Shukla disclaims
any such beneficial ownership except to the extent of his pecuniary
interest.
(48)Rebecca
J. Mason has full voting and dispositive power over the shares that
she holds of record. Curtis Mason is married to Ms. Mason. By
virtue of this relationship, Mr. Mason may be deemed to share
beneficial ownership of the securities held of record by
Ms. Mason.
(49)Rebecca
J. Mason and Curtis Mason share voting and dispositive power
over the shares that they hold jointly.
(50)Michelle
Richburg has full voting and dispositive power over the shares held
by Richburg Enterprises LLC.
(51)Daniel
A. Schwartz is the senior managing member of Schwartz Management
LLC. As a result, Mr. Schwartz may be deemed to be the beneficial
owner of all shares of common stock directly owned by Schwartz
Management LLC.
(52)Allan
Shindell is Trustee of Shindell 2016 GST Trust - (Ervin Shindell)
and has full voting and dispositive power over the shares held by
Shindell 2016 GST Trust - (Ervin Shindell).
(53)Mr.
Khaled Masri is the director of Sirocco Holdings, Ltd. and has full
voting and dispositive power over the shares held by Sirocco
Holdings, Ltd.
(54)Meline
Doodnauth has full voting and dispositive power over the shares
held by StoneX Financial Inc C/F Meline Doodnauth –
IRA.
(55)Nalini
Durgana has full voting and dispositive power over the shares held
by StoneX Financial Inc C/F Nalini Durgana – IRA.
(56)Oswald
Durgana has full voting and dispositive power over the shares held
by StoneX Financial Inc C/F Oswald Durgana – IRA.
(57)His
Highness Sheikh Hamad bin Khalifa bin Hamad Al-Thani is the sole
owner of Supreme Universal Holdings Limited.
(58)Terrance
L. Carlson served as a director of AHAC prior to the
Merger.
(59)Ragini
Shrivastav is President of Textile Global Sourcing Inc and has full
voting and dispositive power over the shares held by Textile Global
Sourcing Inc.
(60)Gavril
Abramovich Yushvaev has full voting and dispositive power over the
shares held by PTC Trustees GY Limited, as Trustee of The GYF
Trust.
(61)James
R. Fencil and Rebecca J. Mason are co-trustees of the Joan Fencil
Revocable Trust Dated September 16, 1996 and share voting and
dispositive power over the shares held by the trust.
(62)James
R. Fencil and Rebecca J. Mason are co-trustees of the James Fencil
Family Trust Dated September 4, 2019 and share voting and
dispositive power over the shares held by the trust.
PLAN OF DISTRIBUTION
We are registering the issuance by us of up to 5,177,500 shares of
our common stock, which consists of (i) up to 177,500 shares of
common stock that are issuable upon the exercise of Private
Placement Warrants and (ii) up to 5,000,000 shares of common stock
that are issuable upon the exercise of Public Warrants. We are also
registering the resale by the selling stockholders of up to
89,716,840 shares of common stock, which consists of (i) up to
17,500,000 PIPE Shares issued in the PIPE Investment, (ii) up to
71,696,679 shares of common stock pursuant to the Investor Rights
and Lock-up Agreement and (iii) up to 520,161 shares of common
stock purchased by two selling stockholders.
We are required to pay all fees and expenses incident to the
registration of the securities to be offered and sold pursuant to
this prospectus. The selling stockholders will bear all commissions
and discounts, if any, attributable to their sale of shares of our
common stock.
We will not receive any of the proceeds from the sale of common
stock by the selling stockholders. The aggregate proceeds to the
selling stockholders will be the purchase price of the common stock
less any discounts and commissions borne by the selling
stockholders.
The shares of common stock beneficially owned by the selling
stockholders covered by this prospectus may be offered and sold
from time to time by the selling stockholders. The term “selling
stockholders” includes donees, pledgees, transferees or other
successors in interest selling securities received after the date
of this prospectus from a selling stockholder as a gift, pledge,
partnership distribution or other transfer. The selling
stockholders will act independently of us in making decisions with
respect to the timing, manner and size of each sale. Such sales may
be made on one or more exchanges or in the over-the-counter market
or otherwise, at prices and under terms then prevailing or at
prices related to the then current market price or in negotiated
transactions. The selling stockholders may sell their shares of
common stock by one or more of, or a combination of, the following
methods:
•purchases
by a broker-dealer as principal and resale by such broker-dealer
for its own account pursuant to this prospectus;
•ordinary
brokerage transactions and transactions in which the broker
solicits purchasers;
•block
trades in which the broker-dealer so engaged will attempt to sell
the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;
•an
over-the-counter distribution in accordance with the rules of
Nasdaq;
•through
trading plans entered into by a selling stockholder pursuant to
Rule 10b5-1 under the Exchange Act, that are in place at the time
of an offering pursuant to this prospectus and any applicable
prospectus supplement hereto that provide for periodic sales of
their securities on the basis of parameters described in such
trading plans;
•to
or through underwriters, agents or broker-dealers;
•“at
the market” offerings, as defined in Rule 415 under the Securities
Act, at negotiated prices, at prices prevailing at the time of sale
or at prices related to such prevailing market prices, including
sales made directly on a national securities exchange or sales made
through a market maker other than on an exchange or other similar
offerings through sales agents;
•privately
negotiated transactions
•options
transactions;
•through
a combination of any of the above methods of sale; or
•any
other method permitted pursuant to applicable law.
In addition, any securities that qualify for sale pursuant to Rule
144 may be sold under Rule 144 rather than pursuant to this
prospectus.
To the extent required, this prospectus may be amended or
supplemented from time to time to describe a specific plan of
distribution. In connection with distributions of the common stock
or otherwise, the selling stockholders may enter into hedging
transactions with broker-dealers or other financial institutions.
In connection with such transactions, broker-dealers or other
financial institutions may engage in short sales of common stock in
the course of hedging the positions they assume with selling
stockholders. The selling stockholders may also sell shares of
common stock short and redeliver the shares to close out such short
positions. The selling stockholders may also enter into option or
other transactions with broker-dealers or other financial
institutions which require the delivery to such broker-dealer or
other financial institution of securities offered by this
prospectus, which securities such broker-dealer or other financial
institution may resell pursuant to this prospectus (as supplemented
or amended to reflect such transaction). The selling stockholders
may also pledge shares of common stock to a broker-dealer or other
financial institution, and, upon a default, such broker-dealer or
other financial institution may effect sales of the pledged shares
pursuant to this prospectus (as supplemented or amended to reflect
such transaction).
A selling stockholder may enter into derivative transactions with
third parties, or sell securities not covered by this prospectus to
third parties in privately negotiated transactions. If an
applicable prospectus supplement indicates, in connection with
those derivatives, the third parties may sell shares of common
stock covered by this prospectus and the applicable prospectus
supplement, including in short sale transactions. If so, the third
party may use securities pledged by any selling stockholder or
borrowed from any selling stockholder or others to settle those
sales or to close out any related open borrowings of stock, and may
use securities received from any selling stockholder in settlement
of those derivatives to close out any related open borrowings of
stock. If treated as so under applicable securities laws, the third
party in such sale transactions will be an underwriter and will be
identified in the applicable prospectus supplement (or a
post-effective amendment). In addition, any selling stockholder may
otherwise loan or pledge shares of common stock to a financial
institution or other third party that in turn may sell the shares
short using this prospectus. Such financial institution or other
third party may transfer its economic short position to investors
in our securities or in connection with a concurrent offering of
other securities.
In effecting sales, broker-dealers or agents engaged by the selling
stockholders may arrange for other broker-dealers to participate.
Broker-dealers or agents may receive commissions, discounts or
concessions from the selling stockholders in amounts to be
negotiated immediately prior to the sale.
In offering the shares of common stock covered by this prospectus,
the selling stockholders and any broker-dealers who execute sales
for them may be deemed to be “underwriters” within the meaning of
the Securities Act in connection with such sales. Any profits
realized by selling stockholders who are “underwriters,” and the
compensation of any broker-dealer who executes sales for them, may
be deemed to be underwriting discounts and
commissions.
In order to comply with the securities laws of certain states, if
applicable, the common stock must be sold in such jurisdictions
only through registered or licensed brokers or dealers. In
addition, in certain states the shares of common stock may not be
sold unless they have been registered or qualified for sale in the
applicable state or an exemption from the registration or
qualification requirement is available and is complied
with.
We have advised the selling stockholders that the anti-manipulation
rules of Regulation M under the Exchange Act may apply to sales of
common stock in the market and to the activities of the selling and
their affiliates. In addition, we will make copies of this
prospectus available to the selling stockholders for the purpose of
satisfying the prospectus delivery requirements of the Securities
Act. The selling stockholders may indemnify any broker-dealer that
participates in transactions involving the sale of the common stock
against certain liabilities, including liabilities arising under
the Securities Act.
At the time a particular offer of shares of common stock is made,
if required, a prospectus supplement will be distributed that will
set forth the number of shares being offered and the terms of the
offering, including the name of any underwriter, dealer or agent,
the purchase price paid by any underwriter, any discount,
commission and other item constituting compensation, any discount,
commission or concession allowed or reallowed or paid to any
dealer, and the proposed selling price to the public.
We have agreed to indemnify the selling stockholders against
certain liabilities, including liabilities under the Securities Act
and state securities laws, relating to the registration of the
shares of common stock offered by this prospectus.
LEGAL MATTERS
Unless otherwise indicated in the applicable prospectus supplement,
the validity of the securities will be passed upon for us by
Covington & Burling LLP, Washington, D.C. If legal matters are
passed upon by counsel for the underwriters, dealers or agents, if
any, such counsel will be named in the prospectus supplement
relating to such offering.
EXPERTS
The financial statements incorporated in this prospectus by
reference to the Annual Report on Form 10-K for the year ended
December 31, 2021 have been so incorporated in reliance on the
report of PricewaterhouseCoopers LLP, an independent registered
public accounting firm, given on the authority of said firm as
experts in auditing and accounting.
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