Humacyte Inc

Director and Officer Trading Arrangements

During the three months ended March 31, 2024, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted orterminated 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.

Purchase Agreement Update

On May 12, 2023, Humacyte, Inc. and Global entered into the Purchase Agreement with the Purchasers and another affiliate of Oberland Capital Management LLC, as agent for the Purchasers, to obtain financing with respect to the further development and commercialization of the Company’s HAV, to repay the Company’s then-existing credit facility with SVB, and for other general corporate purposes. As of March 31, 2024, $58.0 million was recorded as a revenue interest liability on the condensed consolidated balance sheet of the Company.

The Purchase Agreement contains customary representations and warranties and affirmative covenants for transactions of this type, including, among others, the provision of financial and other information to the Purchaser, notice to the Purchaser upon the occurrence of certain material events, and compliance with applicable laws. The Purchase Agreement also contains customary negative covenants, including certain restrictions on the ability to incur indebtedness and grant liens or security interests on assets. On February 18, 2024, the Company agreed with the Purchasers and the Agent, to waive certain breaches related to, and extend the deadline for certain post-closing obligations under, the Purchase Agreement, including the requirement for a leasehold mortgage over the Company’s headquarters. Giving effect to the extension and waiver, the Company was obligated to deliver by no later than April 30, 2024 (or such later date as the Agent may agree in its sole discretion), an executed leasehold mortgage (or alternative documentation satisfactory to the Agent in its sole discretion) over the Company’s headquarters. On May 8, 2024, the Company agreed with the Purchasers and the Agent to waive such breaches, for so long as, among other requirements, the Company (i) delivers by no later than June 7, 2024 a landlord’s consent and waiver with respect to the Company’s headquarters and (ii) funds no later than August 17, 2024 an account in an amount of $54.0 million, over which the Agent will have certain consent and other rights. To the extent the Company is able to deliver a leasehold mortgage over its headquarters by June 7, 2024, the preceding requirements will not apply. If the Company is not successful in meeting the Agent’s deadlines in executing either a leasehold mortgage or a landlord consent and waiver or if the Company is unable to fund the required amount, the Purchasers have the right to terminate the Purchase Agreement and to require Global to repurchase the Revenue Interests.