Humacyte Inc美股招股说明书(2026-03-19版)

25,000,000 Shares of Common Stock We are offering 25,000,000 shares of our common stock, par value $0.0001 per share, pursuant to thisprospectus supplement at a purchase price equal to $0.80 per share. Our common stock is listed on theNasdaq Global Select Market (“Nasdaq”) under the symbol “HUMA.” On March 18, 2026, the last reportedsale price per share of our common stock was $1.06 per share. We are a “smaller reporting company” under applicable Securities and Exchange Commission (“SEC”)rules and, as such, have elected to comply with certain reduced public company disclosure requirements inthis prospectus supplement and future filings. See the section entitled “Prospectus Supplement Summary —Implications of Being a Smaller Reporting 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-11of this prospectus supplement and the documents that are incorporated by reference into thisprospectus supplement. We have engaged Titan Partners Group LLC, a division of American Capital Partners, LLC (the“Placement Agent”) to act as our exclusive placement agent in connection with this offering to use its“reasonable best efforts” to place the securities offered by this prospectus supplement. (1)We have agreed to reimburse the Placement Agent for certain expenses. See the section entitled “Planof Distribution” for a description of the compensation payable to the Placement Agent. Neither the SEC nor any state securities commission has approved or disapproved of these securities orpassed upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is acriminal offense. Delivery of the shares being offered pursuant to this prospectus supplement and the accompanyingprospectus is expected to occur on or about March20, 2026. The date of this prospectus supplement is March19, 2026 TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTS-1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-3PROSPECTUS SUPPLEMENT SUMMARYS-6THE OFFERINGS-9RISK FACTORSS-11USE OF PROCEEDSS-20DILUTIONS-21MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S.HOLDERSS-23PLAN OF DISTRIBUTIONS-27LEGAL MATTERSS-30EXPERTSS-30WHERE YOU CAN FIND MORE INFORMATIONS-30INCORPORATION BY REFERENCES-30ProspectusABOUT 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 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 intothis prospectus supplement and the accompanying prospectus. The second part of this document is theaccompanying prospectus, dated September22, 2025, which is included as part of our shelf registrationstatement on Form S-3 (File No. 333-290231). 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 prospectussupplement to “we,” “our,” “us,” “our company” and “the C