UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement
As part of a planned refinancing of certain debt obligations, on September 17, 2025, Humacyte, Inc. (the “Company”) and Humacyte Global, Inc., a wholly owned subsidiary of the Company (“Global”), entered into Amendment No. 2 to the Revenue Interest Purchase Agreement (the “Amendment”) with TPC Investments III LP and TPC Investment Solutions LP (collectively, the “Purchasers”) and Hook SA LLC, as agent for the Purchasers (the “Agent”), to amend the Revenue Interest Purchase Agreement, dated as of May 12, 2023, as amended (the “Purchase Agreement”), among the Company, Global, the Purchasers and the Agent. In connection with the Amendment, the Company will make a $50.0 million repayment under the Purchase Agreement, funded from the restricted cash currently maintained for the benefit of the Agent. Additionally, the Company and Global will no longer be obligated to maintain $50.0 million of restricted cash in an account for the benefit of the Agent unless the Purchase Agreement has not been repaid in full by December 31, 2025, at which point the Company will be required to maintain $12.5 million in such account. Further, the Company will now be permitted, at its option, to exercise its call option at a discounted repurchase price of $95.5 million, so long as it is exercised on or prior to December 31, 2025, up to $7.5 million of which may be satisfied through the issuance of shares of the Company’s common stock, par value $0.0001 per share, subject to the satisfaction of certain conditions. The Amendment also contains customary representations, warranties and agreements by the Company and customary closing conditions.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibit 10.1 hereto and is incorporated herein by reference. This Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities, nor shall it constitute an offer, solicitation or sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The disclosure set forth above under the Item 1.01 is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 10.1 | Amendment No. 2 to the Revenue Interest Purchase Agreement, dated as of September 17, 2025, by and among Humacyte Global, Inc., Humacyte, Inc. and TPC Investments III LP and TPC Investment Solutions LP and Hook SA LLC. | |
| 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: September 17, 2025 | By: | /s/ Dale A. Sander | |
| Name: | Dale A. Sander | ||
| Title: | Chief Financial Officer, Chief Corporate Development Officer and Treasurer | ||
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