Filed Pursuant to Rule 424(b)(3)
Registration No. 333-267225
PROSPECTUS
Up to $80,000,000
Common Stock
We have entered into an Open Market Sale
AgreementSM,
dated September 1, 2022 (the “Sales Agreement”), with Jefferies LLC
(“Jefferies”), relating to the sale of shares of our common stock,
par value $0.0001 per share, offered by this prospectus. In
accordance with the terms of the Sales Agreement, we may offer and
sell shares of our common stock having an aggregate offering price
of up to $80,000,000 from time to time through the Jefferies,
acting as our sales agent or principal.
Our common stock is listed on the Nasdaq Global Select Market
(“Nasdaq”) under the symbol “HUMA.” On August 31, 2022, the last
reported sale price per share of our common stock was $3.65 per
share.
Sales of our common stock, if any, under this prospectus supplement
may be made by any method that is deemed to be an “at the market
offering” as defined in Rule 415(a)(4) promulgated under the
Securities Act of 1933, as amended (the “Securities Act”).
Jefferies is not required to sell any specific number or dollar
amount of our common stock, but will act as our sales agent using
commercially reasonable efforts, consistent with its normal trading
and sales practices, on mutually agreed terms between us and
Jefferies. There is no arrangement for funds to be received in any
escrow, trust or similar arrangement.
Jefferies will be entitled to compensation under the terms of the
Sales Agreement at a commission rate of 3.0% of the gross sales
price of any shares sold under the Sales Agreement. See
“Plan
of Distribution”
for additional information regarding compensation to be paid to the
Jefferies. In connection with the sale of our common stock on our
behalf, Jefferies will be deemed to be an “underwriter” within the
meaning of the Securities Act, and the compensation of Jefferies
will be deemed to be underwriting commissions or discounts. We have
also agreed to provide indemnification and contribution to
Jefferies against certain liabilities, including liabilities under
the Securities Act or the Securities Exchange Act of 1934, as
amended (the “Exchange Act”).
Investing in our common stock involves a high degree of risk.
Before investing in our common stock, you should carefully consider
the risks and uncertainties described under the caption
“Risk
Factors”
beginning on page
6
of this prospectus and 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.
Jefferies
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 statement under the
Securities Act. Under this shelf registration process, we may offer
and sell shares of our common stock having an aggregate offering
price of up to $80,000,000 from time to time under this prospectus
at prices and on terms to be determined by market conditions at the
time of the offering.
Before buying any of the common stock that we are offering, we urge
you to carefully read this prospectus and the information
incorporated by reference as described under the heading “Where You
Can Find More Information.” These documents contain important
information that you should consider when making your investment
decision.
This prospectus describes the terms of this offering of common
stock and 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.
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.
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.
We have not, and Jefferies has not, authorized anyone to provide
you with information in addition to or different from that
contained in this prospectus or any free writing prospectus. We
take no 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 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 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 does 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 human,
acellular vessels (“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;
•the
use of proceeds from this offering, if any; 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.
PROSPECTUS SUMMARY
This summary description about us, our business and this offering
highlights selected information contained elsewhere in this
prospectus or incorporated in this prospectus by reference. This
summary does not contain all of the information you should consider
before deciding to invest in our common stock. You should carefully
read this entire prospectus and any free writing prospectus with
respect to this offering filed by us with the SEC, including each
of the documents incorporated herein or therein by reference,
before making an investment decision. Investors should carefully
consider the information set forth under “Risk Factors” on
page
6
and in the documents incorporated by reference into this
prospectus.
Company Overview
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 “Business
Combination”). 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.
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.”
Corporate Information
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.
THE OFFERING
|
|
|
|
|
|
|
Common stock to be offered by us |
Shares of our common stock having an aggregate offering price of up
to $80,000,000.
|
|
|
|
Common stock to be outstanding after this offering |
Up to 111,006,803 (assuming the issuance of up to 8,000,000 shares
of our common stock based on an assumed sales price of $10.00 per
share, which is the minimum sales price authorized by our board of
directors). The actual number of shares issued will vary depending
on the sales price under this offering.
|
|
|
|
Plan of Distribution |
“At-the-market offering” that may be made from time to time through
our sales agent, Jefferies. See “Plan
of Distribution”
on page
14
of this prospectus.
|
|
|
|
Use of Proceeds |
We intend to use the net proceeds from this offering to fund the
continued development of the product candidates in our pipeline and
for working capital and general corporate purposes. See
“Use
of Proceeds”
on page
8
of this prospectus.
|
|
|
|
Risk Factors |
Investing in our common stock involves a high degree of risk. See
“Risk
Factors”
beginning on page
6
of this prospectus and other information included in this
prospectus and the documents incorporated by reference in this
prospectus for a discussion of factors you should carefully
consider before deciding to invest in shares of our common
stock.
|
|
|
|
Nasdaq Global Select Market symbol |
HUMA |
The number of shares of common stock that will be outstanding after
this offering is based on 103,006,803 shares of common stock
outstanding as of June 30, 2022, and excludes the
following:
•517,506
shares of our common stock issuable upon the exercise of stock
options outstanding as of June 30, 2022 at a weighted-average
exercise price of $1.29 per share under our 2005 Stock Option Plan,
of which all options were vested as of June 30, 2022;
•5,640,354
shares of our common stock issuable upon the exercise of stock
options outstanding as of June 30, 2022 at a weighted-average
exercise price of $7.83 per share under our 2015 Omnibus Incentive
Plan, of which 4,236,395 options were vested as of June 30,
2022;
•742,135
shares of our common stock issuable upon the exercise of stock
options outstanding as of June 30, 2022 at a weighted-average
exercise price of $7.42 per share under our 2021 Long-Term
Incentive Plan, of which 250 options were vested as of June 30,
2022;
•5,588,506
shares of common stock issuable upon the exercise of outstanding
warrants with a weighted average exercise price of $11.41 per
share;
•7,226,977
shares of our common stock reserved for future issuance as of June
30, 2022 under our 2021 Long-Term Incentive Plan; and
•1,030,033
shares of our common stock available for future issuance as of June
30, 2022 under our 2021 Employee Stock Purchase Plan.
In addition, unless we specifically state otherwise, all
information in this prospectus assumes no exercise of outstanding
options or warrants subsequent to June 30, 2022.
RISK FACTORS
An investment in our common stock 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 investing in
our common stock, you should consider carefully the risk factors
set forth in this prospectus and contained in any free writing
prospectus with respect to this offering filed by us with the SEC,
along with the risk factors described in “Item 1A. Risk Factors” in
our Annual Report on Form 10-K for the year ended December 31,
2021, as updated by other filings we have made and will make with
the SEC incorporated by reference into this
prospectus.
Risks Related to This Offering
Management will have broad discretion over the use of the proceeds
from this offering, and may not use the proceeds
effectively.
Because we have not designated the amount of net proceeds from this
offering to be used for any particular purpose, our management will
have broad discretion as to the application of the net proceeds
from this offering and could use them for purposes other than those
contemplated at the time of the offering. Our management may use
the net proceeds for corporate purposes that may not improve our
financial condition or market value. Pending use, we may invest any
net proceeds from this offering in a manner that does not produce
income or loses value. Please see the section entitled
“Use
of Proceeds”
on page
8
of this prospectus for further information.
You may experience immediate dilution in the net tangible book
value per share of the common stock you purchase.
The shares sold in this offering will be sold from time to time at
various prices. The price per share of our common stock being
offered may, at the time of sale, be higher than the net tangible
book value per share of our common stock outstanding prior to this
offering. After giving effect to the assumed sale of shares of our
common stock in the aggregate amount of $80,000,000 at an assumed
public offering price of $10.00 per share, the minimum sales price
authorized by our board of directors, and after deducting
commissions and estimated offering expenses, our as adjusted net
tangible book value as of June 30, 2022 would have been $219.6
million, or $1.98 per share. This would represent an immediate
increase in net tangible book value of $0.60 per share to our
existing stockholders and an immediate decrease in as adjusted net
tangible book value of $8.02 per share to purchasers of our common
stock in this offering. Please see the section entitled
“Dilution”
on page
12
of this prospectus. Notwithstanding this illustration, because the
price per share of our common stock being offered may, at the time
of sale, be higher than the net tangible book value per share of
our common stock outstanding prior to this offering, there is still
a risk that you may experience immediate and substantial
dilution.
Issuances of shares of common stock or securities convertible into
or exercisable for shares of common stock following this offering,
as well as the exercise of options, will dilute your ownership
interests and may adversely affect the future market price of our
common stock.
As a development-stage company we will need additional capital to
fund the development and commercialization of our product
candidates. We may seek additional capital through a combination of
private and public equity offerings, debt financings, strategic
partnerships and alliances and licensing arrangements, which may
cause your ownership interest to be diluted. In addition, as of
June 30, 2022, there were options to purchase approximately
6,899,995 shares of our common stock outstanding at a weighted
average exercise price of $7.29 per share and warrants to purchase
approximately 5,588,506 shares of our common stock outstanding at a
weighted average exercise price of $11.41 per share. If these
securities are exercised, you may incur dilution. Moreover, to the
extent that we issue additional options or warrants to purchase, or
other securities convertible into or exchangeable for, shares of
our common stock in the future and those options, warrants or other
securities are exercised, converted or exchanged, stockholders may
experience dilution.
A substantial number of shares may be sold in the market following
this offering, which may depress the market price for our common
stock.
Sales of a substantial number of shares of our common stock in the
public market following this offering could cause the market price
of our common stock to decline. A substantial majority of the
outstanding shares of our common stock are, and all of the shares
sold in this offering upon issuance will be, freely tradable
without restriction or further registration under the Securities
Act, unless these shares are owned or purchased by “affiliates” as
that term is defined in Rule 144 under the Securities Act. In
addition, we have also registered the shares of common stock that
we may issue under our equity incentive plans. As a result, these
shares can be freely sold in the public market upon issuance,
subject to restrictions under securities laws.
It is not possible to predict the actual number of shares we will
sell under the Sales Agreement, or the gross proceeds resulting
from those sales.
Subject to certain limitations in the Sales Agreement and
compliance with applicable laws, we have the discretion to deliver
a placement notice to Jefferies at any time throughout the term of
the Sales Agreement. The number of shares that are sold through
Jefferies after delivering a placement notice will fluctuate based
on a number of factors, including the market price of our common
stock during the term of the Sales Agreement, the limits we set
with Jefferies in any applicable placement notice, and the demand
for our common stock during the term of the Sales Agreement.
Additionally, our board of directors could change the minimum sales
price that we are authorized to sell shares under the Sales
Agreement. Because the price per share of each share sold will
fluctuate during the term of the Sales Agreement, it is not
currently possible to predict the number of shares that will be
sold or the gross proceeds to be raised in connection with the
sales of shares of common stock offered under this
prospectus.
The market price and trading volume of our stock may be
volatile.
The trading price of our common stock has been, and may continue to
be, volatile and could be subject to wide fluctuations in response
to various factors, some of which are beyond our control. To date
during 2022, the closing price of our common stock has ranged from
$3.21 and $7.86 per share. In addition, the trading volume of our
common stock may fluctuate and cause significant price variations
to occur. In addition to the factors discussed in this
“Risk
Factors”
section and elsewhere in this prospectus or the documents
incorporated by reference herein, these factors
include:
•actual
or anticipated fluctuations in our quarterly and annual results and
those of other public companies in our industry;
•mergers
and strategic alliances in the industry in which we
operate;
•market
prices and conditions in the industry in which we
operate;
•changes
in government regulation;
•the
impact of the COVID-19 pandemic on our business and
operations;
•potential
or actual military conflicts or acts of terrorism;
•announcements
concerning Humacyte or our competitors; and
•the
general state of the securities markets.
These market and industry factors may materially reduce the market
price of our common stock, regardless of our operating
performance.
The stock market in general has, from time to time, experienced
extreme price and volume fluctuations. In addition, in the past,
following periods of volatility in the overall market and decreases
in the market price of a company’s securities, securities class
action litigation has often been instituted against these
companies. We have been in the past, and may continue to be,
subject to securities litigation, from time to time. Any litigation
that may be brought against us could result in substantial costs
and a diversion of our management’s attention and
resources.
USE OF PROCEEDS
We may issue and sell shares of our common stock having aggregate
sales proceeds of up to $80,000,000 from time to time. Because
there is no minimum offering amount required in this offering, the
actual total public offering amount, commissions and proceeds to
us, if any, are not determinable at this time. There can be no
assurance that we will sell any shares under or fully utilize the
Sales Agreement with Jefferies as a source of
financing.
We currently intend to use the net proceeds from the sale of the
securities offered hereby for working capital and general corporate
purposes, including expenses related to funding research and
development expenses for our clinical trials and pre-clinical
studies, manufacturing and other costs associated with advancing
our product candidates. Pending these uses, we expect to invest the
net proceeds in short-term U.S. treasury money market mutual
funds.
The amounts and timing of our actual expenditures will depend on
numerous factors, including the progress of our clinical trials and
other development efforts and other factors described under “Risk
Factors” in this prospectus and the documents incorporated by
reference herein, as well as the amount of cash used in our
operations. We may find it necessary or advisable to use the net
proceeds for other purposes, and we will have broad discretion in
the application of the net proceeds.
DESCRIPTION OF COMMON STOCK
We may issue, separately or together with, or upon conversion,
exercise or exchange of other securities, shares of our common
stock as set forth in the applicable prospectus supplement. The
following section describes the material features and rights of our
common 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.
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.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is
Continental Stock Transfer & Trust Company.
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.
DILUTION
If you invest in our common stock in this offering, your ownership
interest may be diluted to the extent of the difference between the
public offering price per share of our common stock and the as
adjusted net tangible book value per share of our common stock
immediately after this offering.
As of June 30, 2022, our net tangible book value was
$142.3 million, or $1.38 per share of common stock. Net
tangible book value per share represents the amount of our total
tangible assets less total liabilities, divided by 103,006,803, the
number of shares of common stock outstanding as of June 30,
2022.
After giving effect to the assumed sale of our common stock in the
aggregate amount of $80,000,000 at an assumed offering price of
$10.00 per share, the minimum sales price authorized by our board
of directors, and after deducting commissions and estimated
offering expenses payable by us, our as adjusted net tangible book
value as of June 30, 2022 would have been $219.6 million, or $1.98
per share of common stock. This amount would represent an immediate
increase in net tangible book value of $0.60 per share to our
existing stockholders and an immediate decrease in net tangible
book value of $8.02 per share to investors purchasing shares in
this offering.
The following table illustrates this calculation on a per share
basis. The as adjusted information is illustrative only and will
adjust based on the actual price to the public, the actual number
of shares sold and other terms of the offering determined at the
time shares of our common stock are sold pursuant to this
prospectus. The shares sold in this offering, if any, will be sold
from time to time at various prices. Therefore, while this
illustration reflects accretion to investors purchasing shares in
this offering, depending on the price at which shares are sold in
this offering, investors purchasing shares in this offering may
experience dilution.
|
|
|
|
|
|
|
|
|
|
Assumed public offering price per share |
|
$ |
10.00 |
|
|
Net tangible book value per share as of June 30, 2022 |
$ |
1.38 |
|
|
|
Increase in net tangible book value per share attributable to
investors purchasing shares in this offering |
$ |
0.60 |
|
|
|
As adjusted net tangible book value per share as of June 30, 2022,
after giving effect to this offering |
|
$ |
1.98 |
|
|
Dilution per share to investors purchasing our common stock in this
offering |
|
$ |
(8.02) |
|
The table above assumes for illustrative purposes that an aggregate
of 8,000,000 shares of our common stock are sold pursuant to this
prospectus at a price of $10.00 per share, the minimum sales price
authorized by our board of directors, for aggregate gross proceeds
of $80,000,000. The shares sold in this offering, if any, will be
sold from time to time at various prices pursuant to the Sales
Agreement with the Sales Agents. A $1.00 increase in the assumed
public offering price of $10.00 per share, which is the minimum
sales price authorized by our board of directors, would increase
our as adjusted net tangible book value per share to $1.99,
resulting in dilution to investors purchasing shares in this
offering of $9.01 per share, after deducting commissions and
estimated offering expenses payable by us.
The foregoing table and calculations are based on 103,006,803
shares of our common stock outstanding as of June 30, 2022, and
exclude:
•517,506
shares of our common stock issuable upon the exercise of stock
options outstanding as of June 30, 2022 at a weighted-average
exercise price of $1.29 per share under our 2005 Stock Option Plan,
of which all options were vested as of June 30, 2022;
•5,640,354
shares of our common stock issuable upon the exercise of stock
options outstanding as of June 30, 2022 at a weighted-average
exercise price of $7.83 per share under our 2015 Omnibus Incentive
Plan, of which 4,236,395 options were vested as of June 30,
2022;
•742,135
shares of our common stock issuable upon the exercise of stock
options outstanding as of June 30, 2022 at a weighted-average
exercise price of $7.42 per share under our 2021 Long-Term
Incentive Plan, of which 250 options were vested as of June 30,
2022;
•5,588,506
shares of common stock issuable upon the exercise of outstanding
warrants with a weighted average exercise price of $11.41 per
share;
•7,226,977
shares of our common stock reserved for future issuance as of June
30, 2022 under our 2021 Long-Term Incentive Plan; and
•1,030,033
shares of our common stock available for future issuance as of June
30, 2022 under our 2021 Employee Stock Purchase Plan.
To the extent that outstanding options or warrants are exercised,
investors purchasing shares in this offering could experience
further dilution. In addition, we may choose to raise additional
capital due to market conditions or strategic considerations, even
if we believe we have sufficient funds for our current or future
operating plans. To the extent that additional capital is raised
through the sale of equity or equity-based securities, the issuance
of these securities could result in further dilution to our
stockholders.
PLAN OF DISTRIBUTION
We have entered into the Sales Agreement with Jefferies, under
which we may offer and sell up to $80,000,000 of our shares of
common stock from time to time through Jefferies acting as agent.
Sales of our shares of common stock, if any, under this prospectus
will be made by any method that is deemed to be an “at the market
offering” as defined in Rule 415(a)(4) under the Securities
Act.
Each time we wish to issue and sell our shares of common stock
under the Sales Agreement, we will notify Jefferies of the number
of shares to be issued, the dates on which such sales are
anticipated to be made, any limitation on the number of shares to
be sold in any one day and any minimum price below which sales may
not be made. Once we have so instructed Jefferies, unless Jefferies
declines to accept the terms of such notice, Jefferies has agreed
to use its commercially reasonable efforts consistent with its
normal trading and sales practices to sell such shares up to the
amount specified on such terms. The obligations of Jefferies under
the Sales Agreement to sell our shares of common stock are subject
to a number of conditions that we must meet.
The settlement of sales of shares between us and Jefferies is
generally anticipated to occur on the second trading day following
the date on which the sale was made. Sales of our shares of common
stock as contemplated in this prospectus will be settled through
the facilities of The Depository Trust Company or by such other
means as we and Jefferies may agree upon. There is no arrangement
for funds to be received in an escrow, trust or similar
arrangement.
We will pay Jefferies a commission equal to 3.0% of the aggregate
gross proceeds we receive from each sale of our shares of common
stock. Because there is no minimum offering amount required as a
condition to close this offering, the actual total public offering
amount, commissions and proceeds to us, if any, are not
determinable at this time. In addition, we have agreed to reimburse
Jefferies for the fees and disbursements of its counsel, payable
upon execution of the Sales Agreement, in an amount not to exceed
$75,000, in addition to certain ongoing disbursements of its legal
counsel. We estimate that the total expenses for the offering,
excluding any commissions or expense reimbursement payable to
Jefferies under the terms of the Sales Agreement, will be
approximately $258,000. The remaining sale proceeds, after
deducting any other transaction fees, will equal our net proceeds
from the sale of such shares.
Jefferies will provide written confirmation to us before the open
on The Nasdaq Global Select Market on the day following each day on
which our shares of common stock are sold under the Sales
Agreement. Each confirmation will include the number of shares sold
on that day, the aggregate gross proceeds of such sales and the
proceeds to us.
In connection with the sale of our shares of common stock on our
behalf, Jefferies will be deemed to be an “underwriter” within the
meaning of the Securities Act, and the compensation of Jefferies
will be deemed to be underwriting commissions or discounts. We have
agreed to indemnify Jefferies against certain civil liabilities,
including liabilities under the Securities Act. We have also agreed
to contribute to payments Jefferies may be required to make in
respect of such liabilities.
The offering of our shares of common stock pursuant to the Sales
Agreement will terminate upon the earlier of (i) the sale of all
shares of common stock subject to the Sales Agreement and (ii) the
termination of the Sales Agreement as permitted therein. We and
Jefferies may each terminate the Sales Agreement at any time upon
ten trading days’ prior notice.
This summary of the material provisions of the Sales Agreement does
not purport to be a complete statement of its terms and conditions.
A copy of the Sales Agreement is filed as an exhibit to the
registration statement of which this prospectus forms a
part.
Jefferies and its affiliates may in the future provide various
investment banking, commercial banking, financial advisory and
other financial services for us and our affiliates, for which
services they may in the future receive customary fees. In the
course of its business, Jefferies may actively trade our securities
for its own account or for the accounts of customers, and,
accordingly, Jefferies may at any time hold long or short positions
in such securities.
This prospectus in electronic format may be made available on a
website maintained by Jefferies, and Jefferies may distribute this
prospectus electronically.
LEGAL MATTERS
The validity of the securities by this prospectus will be passed
upon for us by Covington & Burling LLP, Washington, D.C.
Goodwin Procter LLP, New York, New York is counsel for Jefferies in
connection with this 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.
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.
PROSPECTUS
Up to $80,000,000
Common Stock
Jefferies
September 9, 2022
Humacyte (NASDAQ:HUMA)
Historical Stock Chart
From Jan 2023 to Feb 2023
Humacyte (NASDAQ:HUMA)
Historical Stock Chart
From Feb 2022 to Feb 2023
