humacyte公司美股招股说明书(2025-09-22版)

Common StockPreferred StockWarrantsDebt SecuritiesSubscription RightsUnits From time to time, we may offer and sell up to $350,000,000 in the aggregate of the securitiesidentified above, either individually or in combination, at prices and on terms described in one or moresupplements to this prospectus. We may also offer securities as may be issuable upon conversion,redemption, repurchase, exchange or exercise of any securities registered hereunder, including anyapplicable anti‑dilution provisions. This prospectus describes the general terms of these securities and the general manner in which theymay be offered. Each time we offer any securities pursuant to this prospectus, we will provide you with aprospectus supplement that will describe the specific amounts, prices and terms of the securities beingoffered and the specific manner in which they may be offered. The prospectus supplement and any relatedfree writing prospectus may also add, update or change information contained in this prospectus. You shouldread this prospectus, the information incorporated by reference in this prospectus, the accompanyingprospectus supplement, including any information incorporated by reference therein, and any applicable freewriting prospectus carefully before you invest in the securities described in the applicable prospectussupplement. Our common stock is listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol“HUMA.” On September17, 2025, the last reported sale price per share of our common stock was $1.53 pershare. The applicable prospectus supplement will contain information, where applicable, as to other listings,if any, on Nasdaq or other securities exchange of the securities covered by the prospectus supplement. We may offer and sell these securities to or through one or more underwriters, dealers and agents,directly to purchasers or through a combination of these methods, on a continuous or delayed basis fromtime to time. See “Plan of Distribution” in this prospectus and in the applicable prospectus supplement. Thenames of any underwriters, dealers or agents involved in the distribution of our securities, theircompensation and any option they hold to acquire additional securities will be described in the applicableprospectussupplement. Net proceeds from the sale of securities will be set forth in the applicable prospectussupplement. Investing in our securities involves a high degree of risk. Before investing in our securities, you shouldcarefully consider the risks and uncertainties described under the caption “Risk Factors” beginning on page7ofthis prospectus and any similar section contained in the applicable prospectus supplement and in any freewriting prospectus we have authorized for use in connection with a specific offering, and under similar headingsin the documents incorporated by reference in this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representationto the contrary is a criminal offense. The date of this prospectus is September 22, 2025. TABLE OF CONTENTS ABOUT THIS PROSPECTUS1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS3MARKET, INDUSTRY AND OTHER DATA5WHERE YOU CAN FIND MORE INFORMATION5INCORPORATION BY REFERENCE5THE COMPANY7CASH RUNWAY STATEMENT AND OUR ABILITY TO CONTINUE AS A GOING CONCERN7RISK FACTORS7USE OF PROCEEDS8DESCRIPTION OF COMMON STOCK9DESCRIPTION OF PREFERRED STOCK10CERTAIN ANTI-TAKEOVER PROVISIONS OF DELAWARE LAW AND OUR CHARTER ANDBYLAWS12DESCRIPTION OF DEBT SECURITIES14DESCRIPTION OF WARRANTS24DESCRIPTION OF SUBSCRIPTION RIGHTS26DESCRIPTION OF UNITS27PLAN OF DISTRIBUTION28LEGAL MATTERS31EXPERTS31 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-3 that we filed with the U.S. Securitiesand Exchange Commission (“SEC”), using a “shelf” registration process under the Securities Act of 1933,as amended (the “Securities Act”). Under this shelf registration statement, we may offer and sell from timeto time, separately or together, any combination of our common stock, preferred stock, warrants,subscription rights, andunits in one or more offerings at an aggregate offering price of up to $350,000,000.The preferred stock, debt securities, warrants, subscription rights andunits may be convertible into, orexercisable or exchangeable for, our common or preferred stock or other securities issued by us. This prospectus provides you with a general description of the securities we may offer. Each time weoffer and sell securities, we will provide a prospectus supplement that will contain specific informationabout the terms of that offering. The prospectus supplement may also add, update or change informationcontained in this prospectus. You should read this prospectus and the applicable prospectus supplementtogether with the additional information described under the heading