Humacyte Inc美股招股说明书(2025-03-26版)

25,000,000 Shares Common Stock We are offering 25,000,000 shares of our common stock, par value $0.0001 per share, pursuant to thisprospectus supplement. Our common stock is listed on the Nasdaq Global Select Market (“Nasdaq”) underthe symbol “HUMA.” On March24, 2025, the last reported sale price per share of our common stock was$3.32 per share. We are an “emerging growth company” and a “smaller reporting company” under applicable Securitiesand Exchange Commission (“SEC”) rules and, as such, have elected to comply with certain reduced publiccompany disclosure requirements in this prospectus supplement and future filings. See the section entitled“Prospectus Supplement Summary — Implications of Being an Emerging Growth Company and a SmallerReporting Company.” Investing in our common stock involves a high degree of risk. Before investing in our common stock, youshould carefully consider the risks and uncertainties described under the caption “Risk Factors” beginning onpageS-10of this prospectus supplement and in our filings with the SEC that are incorporated by reference inthis prospectus supplement. (1)See the section entitled “Underwriting” for a description of the compensation payable to theunderwriters. We have granted the underwriters an option to purchase up to an additional 3,750,000 shares ofcommon stock from us at the public offering price, less underwriting discounts and commissions, within30days from the date of this prospectus supplement. Neither the SEC nor any state securities commission has approved or disapproved of these securities orpassed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminaloffense. The underwriters expect to deliver the shares of common stock against payment on or about March27,2025. The date of this prospectus supplement is March25, 2025 TABLE OF CONTENTS Prospectus SupplementABOUT THIS PROSPECTUS SUPPLEMENTS-1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-3PROSPECTUS SUPPLEMENT SUMMARYS-5THE OFFERINGS-8RISK FACTORSS-10USE OF PROCEEDSS-17DILUTIONS-18MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERSS-20UNDERWRITINGS-24LEGAL MATTERSS-31EXPERTSS-31WHERE YOU CAN FIND MORE INFORMATIONS-31INCORPORATION BY REFERENCES-31ProspectusABOUT THIS PROSPECTUS1CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS3MARKET, INDUSTRY AND OTHER DATA5WHERE YOU CAN FIND MORE INFORMATION5INCORPORATION BY REFERENCE5THE COMPANY7RISK FACTORS8USE OF PROCEEDS8DESCRIPTION OF COMMON STOCK9DESCRIPTION OF PREFERRED STOCK10DESCRIPTION OF DEBT SECURITIES13DESCRIPTION OF WARRANTS23DESCRIPTION OF SUBSCRIPTION RIGHTS25DESCRIPTION OF UNITS26PLAN OF DISTRIBUTION27LEGAL MATTERS30EXPERTS30 ABOUT THIS PROSPECTUS SUPPLEMENT This document is composed of two parts. The first part is this prospectus supplement, which describesthe specific terms of this offering of common stock, including the price, the number of shares of ourcommon stock being offered, the risks of investing in this offering of our common stock and certain othermatters relating to us and our financial condition. This prospectus supplement also adds to and updatesinformation contained in the accompanying prospectus and the documents incorporated by reference intothisprospectus supplement and the accompanying prospectus. The second part of this document is theaccompanying prospectus, dated September9, 2022, which is included as part of our shelf registrationstatement onFormS-3 (File No. 333-267225). That registration statement and the accompanying prospectusprovide more general information about securities that we may offer from time to time, some of which maynot apply to this offering. It is important for you to read and consider carefully all information contained orincorporated by reference in this prospectus supplement and the accompanying prospectus before investingin our common stock. See the sections entitled “Where You Can Find More Information” and “Incorporationby Reference” for additional information. This prospectus supplement describes the terms of this offering of common stock and also adds to andupdates information contained in the documents incorporated by reference into this prospectus supplement.To the extent the information contained in this prospectus supplement differs or varies from the informationcontained in the accompanying prospectus or documents previously filed with the SEC that are incorporatedby reference herein, the information in this prospectus supplement will supersede such 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. and its consolidated subsidiaries. We further note that the representations, warranties and covenants made by us in any agreement that isfiled as an exhibit to any document that is incorporated by reference herein were made solely for the benefitof the parties to such agreement, includ