Humacyte Terminates Revenue Interest And Option Agreements Dated May 12, 2023; Co To Pay Pay $38M Cash And Issue 5,725,190 Shares In Registered Offering

On December 15, 2025, the Humacyte, Inc. (the "Company") and Humacyte Global, Inc. ("Global") agreed with TPC Investments III LP and TPC Investments Solutions LP (collectively, the "Purchasers"), and Hook SA LLC, as agent for the Purchasers (the "Purchasers' Agent"), to terminate the Revenue Interest Purchase Agreement, dated as of May 12, 2023, as amended (the "Purchase Agreement"), by and among the Company, Global, the Purchasers and the Purchasers' Agent. The parties also agreed to terminate the option agreement, dated as of May 12, 2023 (the "Option Agreement").

 

As consideration for the termination of the Purchase Agreement and the Option Agreement and the satisfaction of all obligations owing thereunder, the Company will pay to the Purchasers $38 million in cash and will issue an aggregate of 5,725,190 shares of the Company's common stock, par value 0.0001 per share (the "Shares"), to the Purchasers in a registered direct offering (the "Offering"). The $38 million cash payment is expected to be funded by proceeds from a new credit facility. The Offering is being made pursuant to the Company's effective shelf registration statement on Form S-3 (File No. 333-290231), which was previously filed with the U.S. Securities and Exchange Commission on September 12, 2025 and declared effective by the Securities and Exchange Commission on September 22, 2025.

 

The Offering is expected to close on December 15, 2025, subject to the satisfaction of customary closing conditions.