Humacyte Inc美股招股说明书(2025-12-16版)

Up to $60,000,000 Common Stock We have entered into a sales agreement, dated December 16, 2025 (the “Sales Agreement”), with TDSecurities (USA) LLC (“TD Cowen”), as sales agent, relating to the sale of shares of our common stock, parvalue $0.0001 per share, from time to time, offered by this prospectus supplement and the accompanying Our common stock is listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol“HUMA.” On December 15, 2025, the last reported sale price per share of our common stock was $1.18 per Sales of our common stock, if any, will be made in negotiated transactions, including block trades orblock sales, or by any method permitted by law deemed to be an “at the market offering” as defined inRule415 under the Securities Act of 1933, as amended (the “Securities Act”), including without limitationsales made through Nasdaq or on any other existing trading market for our common stock, or by any othermethod permitted by law. TD Cowen is not required to sell any specific number or dollar amount of ourcommon stock, but will act as our sales agent using commercially reasonable efforts, consistent with its TD Cowen will be entitled to compensation under the terms of the Sales Agreement at a commissionrate of up to 3.0% of the gross sales price of any shares sold under the Sales Agreement. See “Plan ofDistribution” for additional information regarding compensation to be paid to TD Cowen. In connectionwith the sale of our common stock on our behalf, TD Cowen will be deemed to be an “underwriter” within 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-8of this prospectus supplement and in the documents incorporated by reference into 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. TD Cowen The date of this prospectus supplement is December 16, 2025 TABLE OF CONTENTS Prospectus Supplement 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, in connection with which we may offer and sell shares of our commonstock having an aggregate offering price of up to $60,000,000 from time to time under this prospectussupplement at prices and on terms to be determined by market conditions at the time of the offering. Thisprospectus supplement also adds to and updates information contained in the accompanying prospectus andthe documents incorporated by reference into this prospectus supplement and the accompanying prospectus.The second part of this document is the accompanying prospectus, dated September22, 2025, which isincluded as part of our shelf registration statement onForm S-3 (File No. 333-290231).That registration This prospectus supplement describes the terms of this offering and also adds to and updatesinformation contained in the documents incorporated by reference into this prospectus supplement. To theextent the information contained in this prospectus supplement differs or varies from the 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, including, in some cases, for the purpose of allocating risk among theparties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Neither we nor TD Cowen have authorized anyone to provide you with information that is different or inaddition to that contained or incorporated by reference in this prospectus supplement or the accompanyingprospectus prepared by us or on our behalf. Neither we nor TD Cowen take any responsibility for, and canprovide no assurance as to the reliability of, any information that others may give. Neither we nor TD Cowenare making an offer to sell or soliciting an offer to buy our securities under any circumstances where the offer orsolicitation is not permitted. You should not assume that the information in this prospectus supplement and theaccompanying prospectus is accurate as of any date other than the respective date of each of those documents,or that any information in documents that we have incorporated by reference is accurate as of any date other Other than in the United States, no action has been taken by us or TD Cowen that would permit apublic offering of the se