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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange
Act of 1934
Date of Report (Date of earliest event reported):
June 9, 2026
Humacyte, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-39532 |
|
85-1763759 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
|
2525 East North Carolina Highway 54
Durham, NC |
|
27713 |
| (Address of principal executive offices) |
|
(Zip code) |
(919) 313-9633
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
| Common
Stock, par value $0.0001 per share |
|
HUMA |
|
The Nasdaq Stock Market LLC |
| Redeemable
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 |
|
HUMAW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ |
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
As described under Item 5.07 of this Current Report
on Form 8-K (the “Report”), Humacyte, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual
Meeting”) on June 9, 2026. At the Annual Meeting, upon the recommendation of the Company’s board of directors, the Company’s
stockholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate
of Incorporation”) to increase the number of authorized shares of the Company’s common stock from 350,000,000 to 550,000,000
(the “Amendment”). The Amendment became effective upon the filing thereof with the Secretary of State of the State of Delaware
on June 9, 2026.
The foregoing description of the Amendment does
not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as
Exhibit 3.1 to this Report and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 9, 2026, the Company held its Annual Meeting.
At the Annual Meeting, the Company’s stockholders voted on three proposals, all of which are described in more detail in the Company’s
definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 28, 2026 (the “Proxy Statement”).
As of the close of business on April 23, 2026,
the record date for the Annual Meeting, there were 222,019,108 shares of the Company’s common stock outstanding, each of which was
entitled to one vote with respect to each proposal. A total of 127,474,086 shares of common stock, representing approximately 57.41% of
the shares of common stock entitled to vote, were present in person or by proxy, constituting a quorum.
Proposal 1 – Election of Directors
The stockholders elected each of the three Class
II directors who were nominated to serve until the Company’s 2029 annual meeting of stockholders or until such director’s
successor is elected, or until such director’s earlier death, resignation or removal. The results of stockholders’ votes on
this matter were as follows:
| Nominee | |
For | | |
Withheld | | |
Broker Non-Votes | |
| John P. Bamforth | |
| 48,332,651 | | |
| 13,968,428 | | |
| 65,173,007 | |
| Keith Anthony Jones | |
| 52,871,152 | | |
| 9,429,927 | | |
| 65,173,007 | |
| Kathleen Sebelius | |
| 52,765,738 | | |
| 9,535,341 | | |
| 65,173,007 | |
Proposal No. 2 – Approval of Named Executive Officer Compensation
The stockholders approved, on an advisory basis,
the compensation paid to the Company’s named executive officers, as described in the executive compensation section of the proxy
statement. The results of stockholders’ votes on this matter were as follows:
| For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| | 40,100,324 | | |
| 19,493,367 | | |
| 2,707,388 | | |
| 65,173,007 | |
Proposal No. 3 – Approval of the Frequency of Future Advisory
Votes on Named Executive Officer Compensation
The stockholders approved, on an advisory basis,
the holding of advisory vote to approve the compensation paid to the Company’s named executive officers on an annual basis. The
results of stockholders’ votes on this matter were as follows:
| 1 Year | | |
2 Years | | |
3 Years | | |
Abstain | | |
Broker Non-Votes | |
| | 54,130,231 | | |
| 5,976,614 | | |
| 1,068,557 | | |
| 1,125,677 | | |
| 65,173,007 | |
The Company will include an advisory vote to approve executive compensation
on an annual basis until the next required vote on the frequency of future advisory votes to approve executive compensation.
Proposal 4 – Ratification of the Selection of Independent
Registered Public Accounting Firm
The appointment of Pricewaterhouse Coopers LLP
as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified. The results
of stockholders’ votes on this matter were as follows:
| For | | |
Against | | |
Abstain | |
| | 125,187,135 | | |
| 1,654,285 | | |
| 632,666 | |
There were no broker non-votes on this proposal.
Proposal 5 – Approval of an Amendment to the Certificate
of Incorporation to Increase the Number of Authorized Shares of Common Stock.
The stockholders approved the Amendment to increase
the number of authorized shares of common stock from 350,000,000 shares to 550,000,000 shares. The results of stockholders’ votes
on this matter were as follows:
| For | | |
Against | | |
Abstain | |
| | 102,313,282 | | |
| 23,088,322 | | |
| 2,072,482 | |
There were no broker non-votes on this proposal.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit
Number |
|
Description |
| 3.1 |
|
Certificate
of Amendment to the Second Amended and Restated Certificate of Incorporation of Humacyte, Inc., as amended. |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
HUMACYTE, INC. |
| |
|
|
| Date: June 9, 2026 |
By: |
/s/ Dale A. Sander |
| |
|
Name: |
Dale A. Sander |
| |
|
Title: |
Chief Financial Officer, Chief Corporate Development Officer and Treasurer |
