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Item 9A. Controls and Procedures

2025-03-31 compared with 2024-03-28 · 29 added, 15 removed, 191 unchanged (19% of the section changed)

13 unchanged sentences

Attestation Report of the Registered Public Accounting Firm

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting as we are an “emerging growth company” as defined in the JOBS Act.

For as long as we remain an “emerging growth company,” we are exempt from the auditor attestation requirement in the assessment of the effectiveness of our internal control over financial reporting.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.

We are an “emerging growth company” as defined in the JOBS Act and we are a non-accelerated filer.

For as long as we remain either an “emerging growth company” or a non-accelerated filer, we are exempt from the auditor attestation requirement in the assessment of the effectiveness of our internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

2 unchanged sentences

Director and Officer Trading Arrangements

On September 12, 2024 , William (B.J.) Scheessele , the Company’s Chief Commercial Officer , adopted a trading arrangement for the sale of Common Stock that is intended to satisfy the affirmative defense conditions provided by Rule 10b5-1(c) under the Exchange Act.

(the “Scheessele 10b5-1 Plan”).

The Scheessele 10b5-1 Plan provides for a first possible trade date of December 11, 2024 and terminates automatically on the earlier of the execution of all trades contemplated by the Scheessele 10b5-1 Plan, or September 11, 2025 .

The Scheessele 10b5-1 Plan provides for the exercise of options to purchase up to 89,050 shares of Common Stock and the related sale of up to 85,900 shares of Common Stock pursuant to its terms.

During the three months ended December 31, 2024, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

27 unchanged sentences

4.5 Warrant to Purchase Common Stock, dated March 30, 2021 (incorporated by reference to Exhibit 10.6.2 to Humacyte, Inc.’s Registration Statement on S–4/A, filed with the SEC on June 14, 2021).

Description of the Company’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.

4.6 Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to Humacyte, Inc.’s Current Report on Form 8-K, filed with the SEC on October 7, 2024).

4.7 Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to Humacyte, Inc.’s Current Report on Form 8-K, filed with the SEC on November 14, 2024).

4.8 Description of the Company’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended , (incorporated by reference to Exhibit 4 .

6 to Humacyte, Inc.’s Annual Report on Form 10-K filed with the SEC on March 2 8 , 202 4 ).

10.1.1 Revenue Interest Purchase Agreement, dated as of May 12, 2023, by and among Humacyte Global, Inc., Humacyte, Inc.

and Hook SA LLC.

(incorporated by reference to Exhibit 10.1 to Humacyte, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2023).

and Hook SA LLC , (incorporated by reference to Exhibit 10.1 to Humacyte, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2023).

10.1.2* Waiver, dated as of February 18, 2024, by and among Humacyte Global, Inc., Humacyte, Inc.

and Hook SA LLC.

and Hook SA LLC , (incorporated by reference to Exhibit 10 .

1.2 to Humacyte, Inc.’s Annual Report on Form 10-K filed with the SEC on March 28, 2024).

10.1.3* Waiver and Amendment, dated as of May 8, 2024, by and among Humacyte Global, Inc., Humacyte, Inc.

and Hook SA LLC, (incorporated by reference to Exhibit 10.1 to Humacyte, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 13, 2024).

10.2 Option Agreement, dated as of May 12, 2023, by and among Humacyte, Inc., TPC Investments III LP and TPC Investments Solutions LP.

3 unchanged sentences

333-267225), filed with the SEC on September 1, 2022).

10.4 Purchase Agreement, dated as of September 24, 2024, by and between Humacyte, Inc.

and Lincoln Park Capital Fund, LLC (incorporated by reference to Exhibit 10.1 to Humacyte Inc.’s Current Report on Form 8-K, filed with the SEC on September 25, 2024).

10.5 Registration Rights Agreement, dated as of September 24, 2024, by and between Humacyte, Inc.

and Lincoln Park Capital Fund, LLC (incorporated by reference to Exhibit 10.2 to Humacyte Inc.’s Current Report on Form 8-K, filed with the SEC on September 25, 2024).

Distribution Agreement, dated June 25, 2018, by and between Fresenius Medical Care Holdings, Inc.

7 unchanged sentences

(incorporated by reference to Exhibit 10.6.2 to Humacyte, Inc.’s Registration Statement on S–4, filed with the SEC on March 23, 2021).

Exclusive License Agreement, dated February 25, 2014, by and between Yale University and Humacyte Global, Inc.

(incorporated by reference to Exhibit 10.8 to Humacyte, Inc.’s Registration Statement on S–4/A, filed with the SEC on June 14, 2021).

10.7˄ Exclusive License Agreement, dated August 13, 2019, by and between Yale University and Humacyte Global, Inc.

82 unchanged sentences

(incorporated by reference to Exhibit 10.22.4 to Humacyte, Inc.’s Registration Statement on S–4, filed with the SEC on March 23, 2021).

21.1 Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to Humacyte, Inc.’s Current Report on Form 8–K, filed with the SEC on August 27, 2021).

Insider Trading Policy

Subsidiaries of the Registrant

Consent of PricewaterhouseCoopers LLP.

6 unchanged sentences

97+ Humacyte, Inc.

Compensation Clawback Policy.

Compensation Clawback Policy , (incorporated by reference to Exhibit 97 to Humacyte, Inc.’s Annual Report on Form 10-K filed with the SEC on March 28, 2024).

The following materials from Humacyte, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL (Inline eXtensible Business Reporting Language):

(i) Consolidated Balance Sheets as of December 31, 2023 and 2022, (ii) Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2023 and 2022, (iii) Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2023 and 2022, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022, and (v) Notes to Consolidated Financial Statements.

(i) Consolidated Balance Sheets as of December 31, 2024 and 2023, (ii) Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2024 and 2023, (iii) Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2024 and 2023, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023, and (v) Notes to Consolidated Financial Statements.

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

20 unchanged sentences

Kathleen Sebelius

/s/ Gordon M.

Binder Director March 28, 2024

Director March 28, 2024

/s/ John Bamforth Director March 31, 2025

John Bamforth

Brown Director March 31, 2025

Brown, M.D., Ph.D.

4 unchanged sentences

Bruce Green, M.D.

/s/ Keith Anthony Jones Director March 31, 2025

Keith Anthony Jones, M.D.

Pope Director March 31, 2025

1 unchanged sentence

Diane Seimetz, Ph.D.

/s/ Rajiv Shukla Director March 28, 2024

/s/ Max Wallace Director March 31, 2025

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures