Dilution profile // every instrument, one screen, from SEC filings

Humacyte, Inc. (HUMA)

CIK 1818382 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGH$350M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
registered capacity, not remaining: amounts already taken down are not subtracted yet
Overhead supply
LOWwarrants = 19% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
HIGH+115% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
Cash need
HIGH~5.5 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2021-11-042026-05-11

Latest: 222.0M shares as of May 11, 2026 (10-Q).

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool

Warrants

TrancheWarrantsExercise priceTermNotes
October2025 Registered Direct Offering Warrants28.4Mnot taggedFV $0
Public Warrants5.0Mnot tagged5y
Loan Agreement Warrants4.3M$0.8FV $2.2M
Registered Direct Warrants1640 Day October20242.8M$5.284.5y
October2024 Registered Direct Offering Warrants2.8Mnot taggedFV $0
Registered Direct Warrants180 Day October20242.8M$5.280.5y
Registered Direct Warrants1640 Day November20241.4M$5.344.5y
November2024 Registered Direct Offering Warrants1.4Mnot taggedFV $0
Registered Direct Warrants180 Day November20241.4M$5.340.5y
Warrant411,006$10.28
Private Placement Warrants177,500not taggedFV $0
Loan Agreement Warrants Liabilitynot taggednot taggedFV $0

Tranches exactly as the company dimensioned them in its 10-Q filed May 13, 2026. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 42.5M underlying shares, as reported Mar 31, 2026 (10-Q).

Reported exercise price: $11.5 (aggregate figure as tagged; individual tranches vary).

Balance-sheet fair value of warrants: $10.8M as of Mar 31, 2026.

Rough fully diluted estimate: 264.6M = 222.0M O/S + 42.5M warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

No convertible-note facts tagged in the 10-Q filed May 13, 2026. If convertible notes exist, their terms live in exhibit prose for this filer and are not parsed; absence of a tag is not proof of absence. The exhibits are the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding222.0MMay 11, 2026
+ October2025 Registered Direct Offering Warrants (if exercised)28.4MMar 31, 2026
+ Public Warrants (if exercised)5.0MMar 31, 2026
+ Loan Agreement Warrants (if exercised)4.3MMar 31, 2026
+ Registered Direct Warrants1640 Day October2024 (if exercised)2.8MOct 4, 2024
+ October2024 Registered Direct Offering Warrants (if exercised)2.8MMar 31, 2026
+ Registered Direct Warrants180 Day October2024 (if exercised)2.8MOct 4, 2024
+ Registered Direct Warrants1640 Day November2024 (if exercised)1.4MNov 13, 2024
+ November2024 Registered Direct Offering Warrants (if exercised)1.4MMar 31, 2026
+ Registered Direct Warrants180 Day November2024 (if exercised)1.4MNov 13, 2024
+ Warrant (if exercised)411,006Dec 31, 2021
+ Private Placement Warrants (if exercised)177,500Mar 31, 2026
Fully diluted estimate273.0M+23.0% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $350.0Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3Sep 12, 2025$350.0M registeredfiling →

Last 12 months: 4 executed · 1 registered.

EXECUTEDJun 11, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDJun 10, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
UPDATEMar 19, 2026Prospectus update — often a resale registration, not necessarily new capital424B3
EXECUTEDDec 16, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
UPDATEDec 15, 2025Prospectus update — often a resale registration, not necessarily new capital424B3
EXECUTEDDec 15, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
UPDATEOct 7, 2025Prospectus update — often a resale registration, not necessarily new capital424B3
UPDATESep 22, 2025Prospectus update — often a resale registration, not necessarily new capital424B3
EFFECTIVESep 22, 2025SEC declared a registration effective — selling can beginEFFECT
REGISTEREDSep 12, 2025S-3 registration — capacity to sell shares, not a sale yetS-3
EXECUTEDMar 26, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
UPDATEMar 25, 2025Prospectus update — often a resale registration, not necessarily new capital424B3

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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