Humacyte, Inc.

Previous wording

Our risk factors are disclosed in Part I, Item 1A of our Annual Report. The risk factors set forth below supplement those disclosures and should be read together with the risk factors in our Annual Report. Except as set forth below, there have been no material changes to the risk factors previously disclosed in our Annual Report during thethree months ended March 31, 2026 .

Current wording

Our risk factors are disclosed in Part I, Item 1A of our Annual Report. The risk factors set forth below supplement those disclosures and should be read together with the risk factors in our Annual Report. Except as set forth below, there have been no material changes to the risk factors previously disclosed in our Annual Report during thesix months ended June 30, 2026 .

Previous wording

On May 4, 2026, we received a letter from the staff of The Nasdaq Stock Market LLC providing notification that, for the 30 consecutive business days ended May 1, 2026, the bid price for the Company’s 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), we have been provided an initial period of 180 calendar days, or until November 2, 2026, 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 November 2, 2026. 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 our business operations or reporting obligations with the SEC. If we regain compliance, Nasdaq will provide us with written confirmation and will close the matter.

Current wording

On July 31, 2026, we received a letter from the staff of Nasdaq notifying us that, for the 30 consecutive business days ended July 30, 2026, the closing bid price of our Common Stock was below the minimum $1.00 per share requirement under Nasdaq Listing Rule 5450(a)(1). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we have 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 our 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. The notice has no immediate effect on the listing of our Common Stock, which continues to trade on The Nasdaq Global Select Market under the symbol “HUMA,” or on our business operations or reporting obligations with the SEC. If we regain compliance, Nasdaq will provide us with written confirmation and close the matter.

Previous wording

If we do not regain compliance during the initial compliance period, Nasdaq may issue a delisting determination with respect to our Common Stock, which could result in the delisting of our Common Stock from Nasdaq. We intend to monitor the bid price of the Common Stock and will consider options available to us to achieve compliance. However, there can be no assurance that we will regain compliance within the applicable compliance period or otherwise maintain compliance with Nasdaq’s continued listing requirements. Additionally, it is possible that the Public Warrants will be subject to delisting by Nasdaq if they do not satisfy applicable Nasdaq requirements. If our Common Stock or the Public Warrants are delisted from Nasdaq, the market liquidity for our Common Stock or the Public Warrants could be adversely affected and the trading price of our Common Stock or the Public Warrants could decline. A delisting could also make it more difficult for us to raise additional capital on acceptable terms, or at all, which could adversely affect our business, financial condition and results of operations.

Current wording

If we do not regain compliance during the initial compliance period, Nasdaq may issue a delisting determination with respect to our Common Stock, which could result in the delisting of our Common Stock from Nasdaq. We intend to monitor the bid price of the Common Stock and will consider options available to us to achieve compliance. However, there can be no assurance that we will regain compliance within the applicable compliance period or otherwise maintain compliance with