Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement

On December 16, 2025, Humacyte, Inc. (the "Company") entered into a Sales Agreement (the "Agreement") with TD Securities (USA) LLC, as agent ("TD Cowen"), under which the Company may offer and sell its common stock, par value $0.0001 per share, from time to time having an aggregate offering price of up to $60,000,000 (the "Shares") during the term of the Agreement through TD Cowen, acting as agent. The Company has filed a prospectus supplement relating to the offer and sale of the Shares pursuant to the Agreement. The Shares will be issued pursuant to the Company's previously filed and effective Registration Statement (File No. 333-290231), which was filed with the Securities and Exchange Commission (the "SEC") on September 12, 2025 and was declared effective by the SEC on September 22, 2025. The Company intends to use the net proceeds from the offering, if any, to fund the commercialization of Symvess^® in the vascular trauma indication, the development of the product candidates in the Company's pipeline and for working capital and general corporate purposes.

The Company is not obligated to sell any Shares pursuant to the Agreement. Subject to the terms and conditions of the Agreement, TD Cowen will use commercially reasonable efforts, consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of the Nasdaq Global Select Market ("Nasdaq"), to sell Shares from time to time based upon the Company's instructions, including any price, time or size limits or other customary parameters or conditions the Company may impose.

Under the Agreement, TD Cowen may sell Shares by any method permitted by law to be an "at the market offering" as defined in Rule 415 of the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations thereunder, including, without limitation, sales made directly on or through Nasdaq, on our through any other existing trading market for the Shares or to or through a market maker. If expressly authorized by the Company, TD Cowen may also sell Shares in negotiated transactions.

The Agreement will terminate upon the earlier of (i) the issuance and sale of all of the Shares through TD Cowen on the terms and subject to the conditions set forth in the Agreement and (ii) termination of the Agreement as otherwise permitted thereby. The Agreement may be terminated at any time by either party upon ten days' prior notice, or by TD Cowen at any time in certain circumstances, including the occurrence of a material adverse effect on the Company.

The Company has agreed to pay TD Cowen a commission of up to 3.0% of the gross proceeds from the sales of Shares pursuant to the Agreement. The Company made certain customary representations, warranties and covenants in the Agreement concerning the Company, the Company's registration statement and the offering of the Shares, and has agreed to indemnify TD Cowen against certain liabilities, including liabilities under the Securities Act.

The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference. The Agreement contains representations and warranties that the parties made to, and solely for the benefit of, the other in the context of all of the terms and conditions of the Agreement and in the context of the specific relationship between the parties. The provisions of the Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to the Agreement and are not intended as a document for investors and the public to obtain factual information about the Company's current state of affairs. Rather, investors and the public should look to other disclosures contained in the Company's filings with the SEC.

The legal opinion of Covington & Burling LLP relating to the Shares is filed herewith as Exhibit 5.1.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy Shares, nor shall there be any sale of the Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.