Humacyte收納斯達克低價股警告 股價連續30日低於1美元面臨除牌風險

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange
Act of 1934

 

Date of Report (Date of earliest event reported):
July 31, 2026

 

 

 

Humacyte, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 
 Delaware
  
 001-39532
  
 85-1763759

 
 (State or other jurisdiction of 

incorporation or organization)
  
 (Commission File Number)
  
 (I.R.S. Employer

Identification Number)

 
 

 
 
 2525 East North Carolina Highway 54

 Durham, NC

  
 27713

 
 (Address of principal executive offices)
  
 (Zip code)

 
 

(919) 313-9633

(Registrant’s telephone number, including
area code)

 

Not Applicable

(Former name or former address, if changed since
last report)

 

Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 
 ¨
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 
 ¨
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 
 ¨
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 
 ¨
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 
 Title of each class
  
 Trading Symbol(s)
  
 Name of each exchange on which

 registered

 
 Common
Stock, par value $0.0001 per share
  
 HUMA
  
 The Nasdaq Stock Market LLC

 
 Redeemable
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50
  
 HUMAW
  
 The Nasdaq Stock Market LLC

 
 

Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

 
 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
 for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 
 

 

  

  

 

 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing

 

On July 31,
2026, Humacyte, Inc. (the “Company”) received a letter from the staff (the “Staff”) of The Nasdaq Stock
Market LLC (“Nasdaq”) providing notification that, for the 30 consecutive business days ended July 30, 2026, the bid price
for the Company’s common stock, par value $0.0001 per share (the “Common Stock”), had closed below the minimum $1.00
per share requirement for continued listing on The Nasdaq Global Select Market under Nasdaq Listing Rule 5450(a)(1). In accordance with
Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days, or until January 27, 2027, to
regain compliance. To regain compliance, the closing bid price of the Common Stock must be $1.00 per share or more for a minimum of 10
consecutive business days at any time before January 27, 2027. This notice has no immediate effect on the listing of the Common Stock,
which continues to trade on The Nasdaq Global Select Market under symbol “HUMA,” or on the Company’s business operations
or its reporting obligations with the Securities and Exchange Commission. If the Company regains compliance, Nasdaq will provide the Company
with written confirmation and will close the matter.

 

The Company intends to monitor the bid price of the Common Stock and
will consider options available to it to achieve compliance. There can be no assurance that the Company will regain compliance during
this period.

 

Forward-Looking Statements

 

This Current Report on Form 8-K contains forward-looking statements
that are based on beliefs and assumptions and on information currently available. In some cases, you can identify forward-looking statements
by the following words: “may,” “will,” “could,” “would,” “should,” “expect,”
“intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,”
“project,” “potential,” “continue,” “ongoing” or the negative of these terms or other
comparable terminology, although not all forward-looking statements contain these words. These statements involve risks, uncertainties,
and other factors that may cause actual results, levels of activity, performance, or achievements to be materially different from the
information expressed or implied by these forward-looking statements. Although the Company believes that it has a reasonable basis for
each forward-looking statement contained in this Current Report on Form 8-K, the Company cautions you that these statements are based
on a combination of facts and factors currently known by the Company and the Company’s projections of the future, about which the
Company cannot be certain. Forward-looking statements in this Current Report on Form 8-K include, but are not limited to, the Company’s
ability to meet the bid price requirement during any compliance period or in the future or otherwise meet Nasdaq compliance standards;
that Nasdaq will grant the Company any relief from delisting as necessary or that the Company can ultimately meet applicable Nasdaq requirements
for any such relief; or the potential liquidity and trading of the Company’s securities. The Company cannot assure you that the
forward-looking statements in this Current Report on Form 8-K will prove to be accurate. These forward-looking statements are subject
to a number of significant risks and uncertainties that could cause actual results to differ materially from expected results, including,
among others, changes in applicable laws or regulations, the possibility that the Company may be adversely affected by other economic,
business, competitive and/or reputational factors, and other risks and uncertainties, including those described under the header “Risk
Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as updated by the Company’s
Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, each as filed by the Company with the SEC, and in future SEC filings
including this Current Report on Form 8-K. Most of these factors are outside of the Company’s control and are difficult to predict.
Furthermore, if the forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties
in these forward-looking statements, you should not regard these statements as a representation or warranty by the Company or any other
person that the Company will achieve its objectives and plans in any specified time frame, or at all. Except as required by law, the Company
has no current intention of updating any of the forward-looking statements in this Current Report on Form 8-K. You should, therefore,
not rely on these forward-looking statements as representing the Company’s views as of any date subsequent to the date of this Current
Report on Form 8-K.

 

  

  

 

 

SIGNATURES

 

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:
 July 31, 2026
 By:
  /s/
 Dale A. Sander

 
  
  
 Name:
 Dale
 A. Sander

 
  
  
 Title:
 Chief
 Financial Officer, Chief Corporate Development Officer and Treasurer