0001818382-23-000030 | 10-Q | XBRL Viewer

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Summary of Significant Accounting Policies - Segments (Details)	3 Months Ended
	Mar. 31, 2023 segment
Accounting Policies [Abstract]
Number of reportable segment	1
Number of operating segments	1

Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2021		103,003,646
Beginning balance at Dec. 31, 2021	$ 122,174	$ 10	$ 536,737	$ (414,573)
Equity
Proceeds from the exercise of stock options (in shares)		926
Proceeds from the exercise of stock options	1		1
Stock-based compensation	1,547		1,547
Net income (loss)	(19,832)			(19,832)
Ending balance (in shares) at Mar. 31, 2022		103,004,572
Ending balance at Mar. 31, 2022	$ 103,890	$ 10	538,285	(434,405)
Beginning balance (in shares) at Dec. 31, 2022	103,229,013	103,229,013
Beginning balance at Dec. 31, 2022	$ 116,928	$ 10	543,456	(426,538)
Equity
Proceeds from the exercise of stock options (in shares)	100,158	100,158
Proceeds from the exercise of stock options	$ 119		119
Stock-based compensation	1,809		1,809
Net income (loss)	$ (36,969)			(36,969)
Ending balance (in shares) at Mar. 31, 2023	103,329,171	103,329,171
Ending balance at Mar. 31, 2023	$ 81,887	$ 10	$ 545,384	$ (463,507)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

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+ Details

Stockholders' Equity - Warrants (Details) - shares	Mar. 31, 2023	Dec. 31, 2022	Aug. 26, 2021
Class of Warrant or Right [Line Items]
Warrants (in shares)	5,588,506	5,588,506
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right			1
Legacy Humacyte Common Stock Warrants
Class of Warrant or Right [Line Items]
Warrants (in shares)	411,006	411,006
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants (in shares)	177,500	177,500
Public Warrants
Class of Warrant or Right [Line Items]
Warrants (in shares)	5,000,000	5,000,000

Property and Equipment, Net (Tables)

3 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

Schedule Of Property And Equipment

Property and equipment, net consist of the following:


($ in thousands)	March 31, 2023		December 31, 2022

Scientific and manufacturing equipment	$	27,994	$	27,821
Computer equipment	278		167
Software	371		209
Furniture and fixtures	988		988
Leasehold improvements	26,355		26,355
Construction in progress	1,346		680
	57,332		56,220
Accumulated depreciation	(27,739)		(26,181)
Property and equipment, net	$	29,593	$	30,039

Accrued Expenses (Tables)

3 Months Ended

Mar. 31, 2023

Accrued Liabilities, Current [Abstract]

Schedule of Accrued Expenses

Accrued expenses consisted of the following:


($ in thousands)	March 31, 2023		December 31, 2022

Accrued external research, development and manufacturing costs	$	3,283	$	2,437
Accrued employee compensation and benefits	2,848		4,227
Accrued professional fees	280		444
Total	$	6,411	$	7,108

Summary of Significant Accounting Policies - Antidilutive Securities Excluded From Computation (Details) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Maximum contingent earnout (in shares)	15,000,000	15,000,000
Exercise of options under stock plan
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities that were not included in the computation of diluted net loss per share (in shares)	7,174,560	6,641,647
Warrants to purchase Common Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities that were not included in the computation of diluted net loss per share (in shares)	5,588,506	5,588,506

Property and Equipment, Net (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 57,332		$ 56,220
Accumulated depreciation	(27,739)		(26,181)
Property and equipment, net	29,593		30,039
Depreciation expense	1,558	$ 1,525
Scientific and manufacturing equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	27,994		27,821
Computer equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	278		167
Software
Property, Plant and Equipment [Line Items]
Property and equipment, gross	371		209
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross	988		988
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	26,355		26,355
Construction in progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 1,346		$ 680

Fair Value Measurements - Narrative (Details) - Expected term (years) - yr	Mar. 31, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	10.00	10.00
Contingent Earnout Liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	10

Stock-based Compensation (Tables)

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Assumptions Used to Estimate Fair Value of Stock Options

The Company estimated the fair value of the stock options on the date of grant using the following weighted average assumptions in the Black-Scholes option-pricing model:


	Three Months Ended March 31,
		2023		2022

Estimated dividend yield		0	%	0	%
Expected share price volatility		88.6%		100.0%
Risk-free interest rate		3.58%		1.89%
Expected term of options (in years)		6.25		6.25

Summary of Stock-Based Compensation Expense and Remaining Unrecognized Costs

The following table shows a summary of stock-based compensation expense included in the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2023 and 2022:


	Three Months Ended March 31,
($ in thousands)		2023		2022
Research and development		$	421	$	281
General and administrative		1,388		1,266
Total		$	1,809	$	1,547

Summary of Stock Option Activity

A summary of option activity under the Company’s stock option plans during the three months ended March 31, 2023 is presented below:


	Number of Shares	Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (in thousands)
Options outstanding at December 31, 2022	7,203,874	$	5.90	7.5	$	429
Granted	134,200	$	2.85
Exercised	(100,158)	$	1.19
Forfeited	(63,356)	$	5.17
Options outstanding at March 31, 2023	7,174,560	$	5.91	7.3	$	1,039
Vested and exercisable, March 31, 2023	3,312,364	$	6.66	5.2	$	964
Vested and expected to vest, March 31, 2023	7,174,560	$	5.91	7.3	$	1,039

Stockholders' Equity - Public Warrants (Details)	Aug. 26, 2021 $ / shares
Class of Warrant or Right [Line Items]
Share accepting a tender offer entitles warrants to receive cash (as a percent)	50.00%
Public Warrants
Class of Warrant or Right [Line Items]
Expected term (years)	5 years
Number of days warrants become exercisable after the completion of merger	30 days
Public Warrants \| Current stock price
Class of Warrant or Right [Line Items]
Fair Value of Warrant per share (in dollars per share)	2.80

Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Concentration Risk [Line Items]
Certificates of deposit	$ 10.1	$ 10.1
Cash and Cash Equivalents
Concentration Risk [Line Items]
Certificates of deposit	8.0	8.0
Short-term Investments
Concentration Risk [Line Items]
Certificates of deposit	$ 2.1	$ 2.1

Stockholders' Equity - Common Stock for Future Issuances (Details)	Mar. 31, 2023 shares
Class of Stock [Line Items]
Reserved common stock for future issuances (in shares)	35,423,143
Common stock reserved for Contingent Earnout Shares
Class of Stock [Line Items]
Reserved common stock for future issuances (in shares)	15,000,000
Exercise of options under stock plan
Class of Stock [Line Items]
Reserved common stock for future issuances (in shares)	7,174,560
Issuance of options under stock plans
Class of Stock [Line Items]
Reserved common stock for future issuances (in shares)	6,630,044
Shares available for grant under ESPP
Class of Stock [Line Items]
Reserved common stock for future issuances (in shares)	1,030,033
Warrants to purchase Common Stock
Class of Stock [Line Items]
Reserved common stock for future issuances (in shares)	5,588,506

Debt - SVB Loan Payable and Net Discount or Premium Balances (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Debt Instrument [Line Items]
Principal amount of SVB loan payable	$ 30,000
SVB Loan payable
Debt Instrument [Line Items]
Principal amount of SVB loan payable	30,000
Final payment amount of SVB loan payable	1,500
Net premium associated with accretion of final payment and other debt issuance costs	(2,233)
SVB loan payable, current and noncurrent	29,267
Less SVB loan payable, current portion	(12,857)
SVB loan payable, noncurrent portion	$ 16,410

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation and Unaudited Interim Condensed Consolidated Financial Statements	Basis of Presentation The Company has prepared the accompanying financial statements in conformity with U.S. GAAP. The Company’s condensed consolidated financial statements reflect the operations of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Unaudited Interim Condensed Consolidated Financial Statements The accompanying interim condensed consolidated financial statements and the related footnote disclosures are unaudited. These unaudited interim financial statements have been prepared on the same basis as the audited financial statements and, in management’s opinion, include all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2023 and its results of operations for the three months ended March 31, 2023 and 2022, and cash flows for the three months ended March 31, 2023 and 2022. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ended December 31, 2023 or any other period. The December 31, 2022 year-end condensed consolidated balance sheet was derived from audited annual financial statements but does not include all disclosures from the annual financial statements. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2022 and the related notes included in the Company’s Annual Report on Form 10-K, filed with the SEC on March 24, 2023 (the “Annual Report”), which provides a more complete discussion of the Company’s accounting policies and certain other information. There have been no significant changes to the significant accounting policies disclosed in Note 2 of the audited consolidated financial statements as of and for the years ended December 31, 2022 and 2021 included in the Company’s Annual Report.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates in the financial statements include stock-based compensation costs, right-of-use assets, accruals for research and development activities, contingent earnout liability, fair value of common stock warrants and income taxes. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could differ from those estimates.
Segments	Segments The Company operates and manages its business as one reportable and operating segment. The Company is developing proprietary, bioengineered, acellular human tissues, advanced tissue constructs and organ systems that are designed to be used in the treatment of diseases and conditions across a range of anatomic locations in multiple therapeutic areas. The Company’s chief executive officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of evaluating financial performance and allocating resources.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and short-term investments consisting of certificates of deposit (“CDs”). As of March 31, 2023 and December 31, 2022, there were no material cash balances in excess of balances insured by the Federal Deposit Insurance Corporation (“FDIC”). As of both March 31, 2023 and December 31, 2022, the Company had cash equivalents that are invested in highly rated money market funds that are invested only in obligations of the U.S. government and its agencies.
Net Loss per Share Attributable to Common Stockholders	Net Loss per Share Attributable to Common Stockholders Basic net loss per share attributable to common stockholders is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period without consideration of potentially dilutive Common Stock. Diluted net loss per share attributable to common stockholders reflects the potential dilution that could occur if securities or other contracts to issue Common Stock were exercised or converted into Common Stock or resulted in the issuance of Common Stock that then shared in the earnings of the Company unless inclusion of such shares would be anti-dilutive. As the Company has incurred losses for the three months ended March 31, 2023 and 2022, basic and diluted net loss per share is the same for each period.
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements	Recently Adopted Accounting Pronouncements The Company did not adopt any new standards or updates issued by the Financial Accounting Standards Board (the “FASB”) during the three months ended March 31, 2023 that had a material impact on the Company’s condensed consolidated financial statements and related disclosures. Recently Issued Accounting Pronouncements The Company reviewed all recently issued accounting pronouncements through March 31, 2023 and concluded that they were not applicable or not expected to have a material impact on the Company’s condensed consolidated financial statements and related disclosures.
Fair Value of Financial Instruments	Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants at the measurement date. Accounting Standards Codification (“ASC”) 820, Fair Value Measurement and Disclosures, establishes a hierarchy whereby inputs to valuation techniques used in measuring fair value are prioritized, or the fair value hierarchy. There are three levels to the fair value hierarchy based on reliability of inputs, as follows: •Level 1 — Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets. •Level 2 — Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. •Level 3 — Unobservable inputs in which little or no market data exists, therefore requiring the Company to develop its own assumptions. The Company evaluates assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level at which to classify them for each reporting period, utilizing valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The determination requires significant judgments to be made by the Company.
Common Stock Warrants	In connection with the Merger, the Company assumed 5,000,000 publicly-traded warrants (“Public Warrants”) and 177,500 private placement warrants issued to AHAC Sponsor LLC (the “Sponsor”), Oppenheimer & Co. Inc. and Northland Securities, Inc., in connection with AHAC’s initial public offering (“Private Placement Warrants” and, together with the Public Warrants, the “Common Stock Warrants”). The Common Stock Warrants entitle the holder to purchase one share of Common Stock at an exercise price of $11.50 per share. The Company evaluated the Common Stock Warrants to determine the appropriate financial statement classification upon the consummation of the Merger. The Common Stock Warrants are not mandatorily redeemable and are considered to be freestanding instruments as they are separately exercisable into common shares. As such, the Common Stock Warrants were not classified as liabilities under FASB ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”). The Company then evaluated the Common Stock Warrants under FASB ASC Topic 815, Derivatives and Hedging. Public Warrants The Public Warrants are publicly traded and are exercisable for cash unless certain conditions occur, such as the failure to have an effective registration statement related to the shares issuable upon exercise or redemption by the Company under certain conditions, at which time the Public Warrants may be eligible for a cashless exercise. The Public Warrants may only be exercised for a whole number of shares and will expire five years after the completion of the Merger. The Public Warrants became exercisable 30 days after the completion of the Merger. The Public Warrants are considered to be “indexed to the Company’s own stock”. The agreement provides that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of the Company’s Common Stock, all holders of the Common Stock Warrants (both the Public Warrants and the Private Placement Warrants) would be entitled to receive cash for all of their Common Stock Warrants. As the Company has a single class of Common Stock, a qualifying cash tender offer of more than 50% of the Company’s Common Stock will always result in a change in control and would not preclude permanent equity classification of the Public Warrants. Based on this evaluation, the Company concluded that the Public Warrants meet the criteria to be classified within stockholders’ equity. The Public Warrants were initially recognized as equity on the Closing Date at a fair value of $2.80 per share. Private Placement Warrants The Private Placement Warrants are non-redeemable for cash so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The agreement governing the Common Stock Warrants includes a provision, the application of which could result in a different settlement value for the Private Placement Warrants depending on their holder. Because the holder of an instrument is not an input into the pricing of a fixed-for-fixed option on the Common Stock, the Private Placement Warrants are not considered to be “indexed to the Company’s own stock” and therefore are not classified in stockholders’ equity. As the Private Placement Warrants meet the definition of a derivative, the Company recorded these warrants as liabilities on the condensed consolidated balance sheet at fair value, with subsequent changes in their respective fair values recognized in the condensed consolidated statements of operations and comprehensive loss at each reporting date.
Contingent Earnout Liability	Upon the Closing, the contingent obligation to issue Contingent Earnout Shares was accounted for as a liability because the triggering events that determine the number of Contingent Earnout Shares required to be issued include events that are not solely indexed to the Common Stock. The Contingent Earnout Shares are subsequently remeasured at each reporting date with changes in fair value recorded as a component of other (expense) income, net in the condensed consolidated statements of operations and comprehensive loss.
Stock-Based Compensation	The Company recognizes stock-based compensation expense based on the grant date fair value of the awards measured using the Black-Scholes option pricing model. Compensation expense related to awards with service-based vesting conditions is recognized on a straight-line basis over the requisite service period. Option valuation models, including the Black-Scholes option-pricing model, require the input of highly subjective assumptions, and changes in the assumptions used can materially affect the grant-date fair value of an award. These assumptions include the risk-free rate of interest, expected dividend yield, expected volatility, the expected term of the award, and the fair value of the underlying Common Stock on the date of grant. Forfeitures are accounted for as they occur. Compensation expense related to awards with performance-based vesting conditions is recognized over the requisite service period using the accelerated attribution method to the extent achievement of the performance-based condition is probable. The Company does not recognize compensation expense related to awards with performance-based vesting conditions until it is probable that the performance-based vesting condition will be achieved. Forfeitures are accounted for as they occur.Fair Value of Common Stock. The fair value of the Common Stock has been determined based on the closing price of the shares on Nasdaq. •Expected Term. The expected term represents the period that stock options are expected to be outstanding. The Company calculated the expected term using the simplified method for options, which is available where there is insufficient historical data about exercise patterns and post-vesting employment termination behavior. The simplified method is based on the vesting period and the contractual term for each grant, or for each vesting-tranche for awards with graded vesting. The mid-point between the vesting date and the maximum contractual expiration date is used as the expected term under this method. For awards with multiple vesting-tranches, the times from grant until the mid-points for each of the tranches may be averaged to provide an overall expected term. •Expected Volatility. The expected volatility was determined based on a blended approach using the historical share volatility of the Company’s Common Stock and that of several publicly traded peer companies over a period of time equal to the expected term of the options, as the Company has a limited trading history. For purposes of identifying these peer companies, the Company considered the industry, stage of development, size and financial leverage of potential comparable companies. •Risk-Free Interest Rate. The risk-free interest rate was based on the yields of U.S. Treasury zero-coupon securities with maturities similar in duration to the expected term of the options. •Expected Dividend Yield. The Company has not paid dividends on its Common Stock nor does it expect to pay dividends in the foreseeable future. Accordingly, the Company has estimated the dividend yield to be zero.

Subsequent Events (Details) - Subsequent Event - Revenue Interest Purchase Agreement $ / shares in Units, $ in Millions	May 12, 2023 USD ($) $ / shares
Subsequent Event [Line Items]
Upfront payment received	$ 40.0
Aggregate milestone payments potentially receivable	$ 110.0
Royalty percentage	0.075
Percentage of cumulative purchaser payments	1
Percentage of cumulative purchaser payments less total revenue interest payments due	1
Percentage threshold of cumulative purchaser payments required for discontinuance of revenue interest payments	1.50
Percentage threshold of cumulative purchaser payments required for termination of purchase agreement	1.95
TPC Investments III LP and TPC Investment Solutions LP
Subsequent Event [Line Items]
Option agreement, value of shares authorized for issuance	$ 10.0
Option agreement, minimum exercise price (in dollars per share) \| $ / shares	$ 7.50
Option agreement, number of days volume-weighted average price	15 days
Period One
Subsequent Event [Line Items]
Percentage of cumulative purchaser payments, repurchase price	1.25
Period Two
Subsequent Event [Line Items]
Percentage of cumulative purchaser payments, repurchase price	1.75
Period Three
Subsequent Event [Line Items]
Percentage of cumulative purchaser payments, repurchase price	1.95
Subsequent Installment One
Subsequent Event [Line Items]
Milestone payment potentially receivable	$ 20.0
Subsequent Installment Two
Subsequent Event [Line Items]
Milestone payment potentially receivable	40.0
Subsequent Installment Three
Subsequent Event [Line Items]
Milestone payment potentially receivable	50.0
Trailing worldwide three-month net sales threshold	$ 35.0

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 129,570	$ 149,772
Short-term investments	2,107	2,107
Accounts receivable	0	31
Prepaid expenses and other current assets	2,178	2,298
Total current assets	133,855	154,208
Finance lease right-of-use assets, net	18,858	19,373
Operating lease right-of-use assets, net	670	682
Property and equipment, net	29,593	30,039
Total assets	182,976	204,302
Current liabilities
Accounts payable	1,954	1,595
Accrued expenses	6,411	7,108
SVB loan payable, current portion	12,857	8,571
Finance lease obligation, current portion	2,329	2,256
Operating lease obligation, current portion	50	50
Total current liabilities	23,601	19,580
Contingent Earnout Liability	42,084	27,893
SVB loan payable, net of current portion	16,410	20,336
Finance lease obligation, net of current portion	18,252	18,853
Operating lease obligation, net of current portion	620	632
Common stock warrant liabilities	122	80
Total liabilities	101,089	87,374
Commitments and contingencies (Note 10)
Stockholders’ equity
Preferred stock, $0.0001 par value; 20,000,000 shares designated as of March 31, 2023 and December 31, 2022; 0 shares issued and outstanding as of March 31, 2023 and December 31, 2022	0	0
Common stock, $0.0001 par value; 250,000,000 shares authorized as of March 31, 2023 and December 31, 2022; 103,329,171 and 103,229,013 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively	10	10
Additional paid-in capital	545,384	543,456
Accumulated deficit	(463,507)	(426,538)
Total stockholders’ equity	81,887	116,928
Total liabilities and stockholders’ equity	$ 182,976	$ 204,302

Organization and Description of Business (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Aug. 26, 2021	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Asset Acquisition [Line Items]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001		$ 0.0001
Proceeds from Merger and PIPE financing, net of offering costs paid	$ 242,400
Transaction costs	$ 3,900
Accumulated deficit		$ 463,507		$ 426,538
Operating losses		22,512	$ 21,763
Net cash used in operating activities		18,641	$ 18,797
Cash, cash equivalents, and short-term investments		$ 131,700
Private Placement
Asset Acquisition [Line Items]
Number of shares issued (in shares)	17,500,000
Aggregate purchase price	$ 175,000

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities
Net loss	$ (36,969)	$ (19,832)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	1,558	1,525
Stock-based compensation expense	1,809	1,547
Change in fair value of Contingent Earnout Liability	14,191	(3,258)
Change in fair value of common stock warrant liabilities	42	(74)
Amortization expense	515	515
Non-cash operating lease costs	12	11
Amortization of SVB debt discount	360	378
Changes in operating assets and liabilities:
Accounts receivable	31	(57)
Prepaid expenses and other current assets	120	822
Accounts payable	299	934
Accrued expenses	(597)	(1,297)
Operating lease obligation	(12)	(11)
Net cash used in operating activities	(18,641)	(18,797)
Cash flows from investing activities
Purchase of property and equipment	(1,152)	(22)
Net cash used in investing activities	(1,152)	(22)
Cash flows from financing activities
Proceeds from the exercise of stock options	119	1
Payment of finance lease principal	(528)	(462)
Net cash used in financing activities	(409)	(461)
Net decrease in cash and cash equivalents	(20,202)	(19,280)
Cash and cash equivalents at the beginning of the period	149,772	217,502
Cash and cash equivalents at the end of the period	129,570	198,222
Supplemental disclosure
Cash paid for interest on SVB loan	881	563
Supplemental disclosure of noncash activities:
Purchase of property and equipment in accounts payable and accrued expenses	95	30
Unpaid liabilities assumed in connection with Merger	$ 0	$ 130

Property and Equipment, Net

3 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

Property and equipment, net consist of the following:


($ in thousands)	March 31, 2023		December 31, 2022

Scientific and manufacturing equipment	$	27,994	$	27,821
Computer equipment	278		167
Software	371		209
Furniture and fixtures	988		988
Leasehold improvements	26,355		26,355
Construction in progress	1,346		680
	57,332		56,220
Accumulated depreciation	(27,739)		(26,181)
Property and equipment, net	$	29,593	$	30,039

Depreciation expense totaled $1.6 million and $1.5 million for the three months ended March 31, 2023 and 2022, respectively. All long-lived assets are maintained in the United States.

Related Party Transactions - Related Party Expenses (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Related Party Transaction [Line Items]
Related party expenses	$ 3	$ 52
License expenses
Related Party Transaction [Line Items]
Related party expenses	0	50
Other
Related Party Transaction [Line Items]
Related party expenses	$ 3	$ 2

Commitments and Contingencies (Details) - License Agreement - USD ($) $ in Millions	1 Months Ended			3 Months Ended
	Dec. 31, 2022	Aug. 31, 2019	Feb. 28, 2014	Mar. 31, 2023
Duke University \| Decellularized Tissue Engineering Patent Rights
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares issued under agreement (in shares)				52,693
Expiration period of agreement				4 years
Termination period				3 months
Yale University
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Termination period				90 days
Maximum annual maintenance fee, less than				$ 0.1
Yale University \| Coatings for Small-Diameter Vessels Patent Rights
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Termination period	90 days
Maximum annual maintenance fee, less than			$ 0.1
Yale University \| BVP Patent Rights
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Maximum annual maintenance fee, less than		$ 0.1
Yale University \| Tubular Prostheses Patent Rights
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Maximum annual maintenance fee, less than		$ 0.1
Yale University \| Regulatory Milestone
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone payments				0.2
Yale University \| Commercial Milestone
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone payments				$ 0.6

Debt - Future Minimum Payments of Principal (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Future minimum payments of principal and estimated payments of interest
2023 (remainder)	$ 8,571
2024	17,143
2025	4,286
Total future payments	$ 30,000

Cover Page - shares	3 Months Ended
Cover Page - shares	Mar. 31, 2023	May 04, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Document Transition Report	false
Entity File Number	001-39532
Entity Registrant Name	Humacyte, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-1763759
Entity Address, Address Line One	2525 East North Carolina Highway 54
Entity Address, City or Town	Durham,
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	27713
City Area Code	919
Local Phone Number	313-9633
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		103,329,171
Entity Central Index Key	0001818382
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Amendment Flag	false
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	HUMA
Security Exchange Name	NASDAQ
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50
Document Information [Line Items]
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50
Trading Symbol	HUMAW
Security Exchange Name	NASDAQ

Stockholders' Equity - Contingent Earnout Liability (Details) $ / shares in Units, $ in Thousands		3 Months Ended
	Aug. 26, 2021 USD ($) yr tranche $ / shares shares	Mar. 31, 2023 USD ($) $ / shares yr shares	Mar. 31, 2022 USD ($) shares	Dec. 31, 2022 USD ($) $ / shares yr
Business Acquisition, Contingent Consideration [Line Items]
Maximum contingent earnout (in shares) \| shares		15,000,000	15,000,000
Contingent Earnout Liability \| $		$ 42,084		$ 27,893
Change in fair value of Contingent Earnout Liability \| $		$ 14,191	$ (3,258)
Current stock price
Business Acquisition, Contingent Consideration [Line Items]
Measurement input \| $ / shares		3.09		2.11
Expected share price volatility
Business Acquisition, Contingent Consideration [Line Items]
Measurement input		0.886		0.890
Risk-free interest rate
Business Acquisition, Contingent Consideration [Line Items]
Measurement input		0.0348		0.0388
Estimated dividend yield
Business Acquisition, Contingent Consideration [Line Items]
Measurement input		0.000		0
Expected term (years)
Business Acquisition, Contingent Consideration [Line Items]
Measurement input \| yr		10.00		10.00
Earnout Shares
Business Acquisition, Contingent Consideration [Line Items]
Maximum contingent earnout (in shares) \| shares	15,000,000
Number of tranches of contingent earnout shares \| tranche	2
Number of contingent earnout shares per tranche (in shares) \| shares	7,500,000
Number of trading days	20 days
Number of consecutive trading days	30 days
Contingent Consideration Liability recognized upon the closing of the reverse recapitalization \| $	$ 159,400
Earnout Shares \| Expected term (years)
Business Acquisition, Contingent Consideration [Line Items]
Measurement input \| yr	10
Tranche one \| Earnout Shares
Business Acquisition, Contingent Consideration [Line Items]
Closing stock price to trigger contingent earnout shares (in dollars per share) \| $ / shares	$ 15.00
Tranche two \| Earnout Shares
Business Acquisition, Contingent Consideration [Line Items]
Closing stock price to trigger contingent earnout shares (in dollars per share) \| $ / shares	$ 20.00

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Patent License Agreements Duke University In March 2006, the Company entered into a license agreement with Duke University (“Duke”), which was subsequently amended in 2011, 2014, 2015, 2018, 2019 and January 2022. Under this license agreement, Duke granted the Company a worldwide, exclusive, sublicensable license to certain patents related to decellularized tissue engineering, referred to as the patent rights, as well as a non-exclusive license to use and practice certain know-how related to the patent rights. The relevant licensed patent on decellularization of tissue expired in 2021. The Company has agreed to use commercially reasonable efforts to develop, register, market and sell products utilizing the patent rights, referred to as the licensed products. Any services provided to a third party utilizing licensed products are referred to as licensed services. The Company has also agreed to meet certain benchmarks in its development efforts, including as to development events, clinical trials, regulatory submissions and marketing approval, within specified timeframes. Under the license agreement, Duke retains the right to use the patent rights for its own educational and research purposes, and to provide the patent rights to other non-profit, governmental or higher-learning institutions for non-commercial purposes without paying royalties or other fees. In connection with the Company’s entry into the license agreement, the Company granted equity consideration to Duke in the form of 52,693 shares of Common Stock. Under the license agreement, the Company also agreed to pay Duke: •a low single-digit percentage royalty on eligible sales of licensed products and licensed services, plus a low double-digit percentage of any sublicensing revenue; •an annual minimum royalty beginning in 2012, which increases in the calendar year immediately following the first commercial sale of licensed products or licensed services (whichever occurs first); and •an additional amount in license fees, as certain milestones are met. The license agreement remains effective until the later of (i) the last of the patent rights expires or (ii) four years after the Company’s first commercial sale, unless terminated earlier. Either party may terminate the agreement for fraud, willful misconduct or illegal conduct, or uncured material breach. Duke may terminate the agreement if the Company becomes insolvent. Duke may also terminate the license, convert the license into a non-exclusive license or seek assignment of any sublicense if the Company fails to reach diligence milestones within the applicable time period. If the Company abandons any claim, patent or patent application, its rights under the license with respect to such patent rights will be terminated in the territory in which the Company abandons such rights. The Company may terminate the license agreement unilaterally upon three months’ prior notice to Duke. The Company agrees to indemnify Duke against certain third-party claims. Payments to Duke under the license agreement were immaterial during the periods presented. Yale University In February 2014, the Company entered into a license agreement with Yale University (“Yale”) that granted the Company a worldwide license to the patents related to coatings for small-diameter vessels to inhibit clotting. The license granted under the agreement is exclusive in the field of engineered vascular tissues and tissues and extracellular matrix-based implants used for vascular repair, reconstruction and replacement (provided that all uses are vascular tissues within the range of 1 – 12mm in diameter), except that it was subject to Yale’s non-exclusive right, on behalf of itself and all other non-profit academic institutions, to use the licensed products for research, teaching, and other non-commercial purposes. The Company agreed to pay to Yale an annual maintenance fee, increasing between the first and fourth anniversaries of the agreement up to a maximum of less than $0.1 million per year for this license. In December 2022, in accordance with the terms of the agreement, the Company provided Yale with 90 days written notice of termination, effective March 21, 2023. In August 2019, the Company entered into a license agreement with Yale, that granted the Company a worldwide license to the patents related to Bioartificial Vascular Pancreas (“BVP”). The license granted under the agreement is exclusive in the field of engineered vascular tissues that deliver pancreatic islet cells to patients, except that it is subject to Yale’s non-exclusive right, on behalf of itself and all other non-profit academic institutions, to use the licensed products for research, teaching, and other non-commercial purposes. The Company has agreed to pay to Yale an annual maintenance fee, increasing between the first and fourth anniversaries of the agreement up to a maximum of less than $0.1 million per year for this license. In August 2019, the Company entered into a license agreement with Yale that granted the Company a worldwide license to the patents related to tubular prostheses. The license granted under the agreement is exclusive in the field of engineered urinary conduits, engineered tracheas/airways, and engineered esophagi, except that it is subject to Yale’s non-exclusive right, on behalf of itself and all other non-profit academic institutions, to use the licensed products for research, teaching, and other non-commercial purposes. The Company has agreed to pay to Yale an annual maintenance fee, increasing between the first and fourth anniversaries of the agreement up to a maximum of less than $0.1 million per year for this license. The Company has agreed to use reasonable commercial efforts to develop and commercialize the licensed patents and any licensed products and methods, and to use reasonable efforts to make the licensed products available to patients in low and low-middle income countries. The Company is also obligated to provide Yale periodically an updated and revised copy of its plan for each license, which must indicate progress of its development and commercialization. The Company may also sublicense the Company’s rights without Yale’s prior written consent, but such sublicense is subject to certain conditions. In connection with its entry into the license agreement, the Company paid Yale upfront cash fees. The Company has also agreed to pay Yale: •annual maintenance fees, increasing between the first anniversary of the agreement until the fifth anniversary for the coating (through the termination of the agreement on March 21, 2023) and BVP licenses and until the fourth anniversary for the tubular prostheses license up to a maximum of less than $0.1 million per year; •milestone payments upon achievement of certain regulatory and commercial milestones of $0.2 million and $0.6 million, respectively; •a low single-digit percentage royalty on worldwide net sales, subject to reductions for third-party license fees; and •a low double-digit percentage of sublicensing income. If the Company or any of its future sublicensees bring a patent challenge against Yale or assists another party in bringing a patent challenge against Yale, the license fees described above will be subject to certain increases and penalties. The agreements expire on a country-by-country basis on the date on which the last of the patents in such country expires, lapses or is declared invalid. Yale may terminate the agreements if the Company fails to (i) provide written diligence reports, (ii) provide commercially reasonable diligence plans, (iii) implement the plans in accordance with the obligations under the agreements, or (iv) reach certain research and development milestones within the scheduled timeframe set forth in the agreements; however, any such termination right would be limited in scope to the country to which such failure relates. Yale may also terminate for the Company’s non-payment, uncured material breach, failure to obtain adequate insurance, bringing or assisting in bringing of a patent challenge against Yale, abandonment of the research and development of the Company’s products or insolvency. The Company may terminate the license agreements (i) on 90 days’ prior written notice to Yale, provided the Company is not in breach of the license agreements and has made all required payments to Yale thereunder and (ii) on written notice to Yale following an uncured material breach. With respect to the license agreements related to small-diameter vessels and BVP, the Company’s rights under the license agreements will also terminate automatically with respect to a patent application or patent within the licensed patents in a specified country if, upon receipt of written notice from Yale, the Company does not agree to pay the patent filing, prosecution and maintenance fees incurred by Yale for such patent applications or patents in the specified country. Under certain circumstances, Yale may, at its option, convert the exclusive licenses to non-exclusive licenses if the Company declines to initiate certain infringement or interference proceedings with respect to the licensed patents. The Company has agreed to indemnify Yale against certain third-party claims. Payments to Yale under the license agreement were immaterial during the periods presented. Legal Matters The Company currently is not aware of any legal proceedings or claims that management believes will have, individually or in the aggregate, a material adverse effect on the Company’s business, financial condition, results of operations, or cash flows. Indemnification To the extent permitted under Delaware law, the Company has agreed to indemnify its directors and officers for certain events or occurrences while the director or officer is, or was serving, at the Company’s request in such capacity. The indemnification period covers all pertinent events and occurrences during the director’s or officer’s service. The maximum potential amount of future payments the Company could be required to make under these indemnification arrangements is not specified in such arrangements; however, the Company has director and officer insurance coverage that is intended to reduce its exposure and enable the Company to recover a portion of any potential future amounts the Company could be required to make. To date, the Company has not incurred any costs as a result of such obligations and has not accrued any liabilities related to such obligations in the condensed consolidated financial statements.

Related Party Transactions

3 Months Ended

Mar. 31, 2023

Related Party Transactions

Fresenius Medical Care investments and distribution agreement

In June 2018, the Company completed a $150 million financing transaction pursuant to which Fresenius Medical Care purchased shares of series D redeemable convertible preferred stock that at the Closing of the Merger converted into 15,812,735 shares of Common Stock. In August 2021, Fresenius Medical Care invested $25 million as part of the PIPE Financing and received an additional 2.5 million shares of Common Stock.

In addition, the Company entered into a distribution agreement with Fresenius Medical Care in June 2018 which, as amended as of February 16, 2021, granted Fresenius Medical Care and its affiliates exclusive rights to develop outside the United States and European Union (the “EU”) and commercialize outside of the United States the Company’s 6 millimeter x 42 centimeter HAV and all improvements thereto, and modifications and derivatives thereof (including any changes to the length, diameter or configuration of the foregoing), for use in vascular creation, repair, replacement or construction, including renal replacement therapy for dialysis access, the treatment of peripheral artery disease, and the treatment of vascular trauma, but excluding coronary artery bypass graft, pediatric heart surgery, or adhering pancreatic islet cells onto the outer surface of the distribution product for use in diabetic patients. Within the United States, Fresenius Medical Care will collaborate with the Company in its commercialization of the product in the field, including adoption of the distribution product as a standard of care in patients for which such use is supported by clinical results and health economic analyses.

The Company is responsible for developing and seeking regulatory approval for the distribution product in the field in the United States. For countries outside the United States, the parties agreed to use commercially reasonable efforts to satisfy certain agreed minimum market entry criteria for the distribution product in the field in such country. For the EU, once such criteria have been satisfied for the applicable country, or if the parties otherwise mutually agree to obtain regulatory approval for the distribution product in the field in the applicable country, the Company agreed to use commercially reasonable efforts to obtain such regulatory approval (other than pricing approval), and Fresenius Medical Care agreed to use commercially reasonable efforts to obtain the corresponding pricing approval. For the rest of the world (i.e., outside the United States and the EU), once such criteria have been satisfied for the applicable country, or if the parties otherwise mutually agree to obtain regulatory and pricing approval for the distribution product in the field in the applicable country, Fresenius Medical Care agreed to use commercially reasonable efforts to obtain such approvals, and the Company agreed to use commercially reasonable efforts to support Fresenius Medical Care in its efforts.

Under the distribution agreement, the Company grants an exclusive, sublicensable license to Fresenius Medical Care under the patents, know-how and regulatory materials controlled by the Company during the term to commercialize the distribution product in the field outside the United States, subject to the Company’s retained rights to carry out its obligations under the distribution agreement. The Company also grants a non-exclusive, sublicensable license to Fresenius Medical Care under the patents, know-how and regulatory materials controlled by the Company during the term to develop the distribution product in accordance with the terms of the distribution agreement. In addition, the Company grants to Fresenius Medical Care, among other things, a perpetual, irrevocable, non-exclusive sublicensable license under the patents and know-how that primarily relate to the distribution product or its manufacture and that were created, conceived or developed solely or jointly by or on behalf of Fresenius Medical Care in the performance of its activities under the distribution agreement.

The distribution agreement provides that the Company will own all know-how and patents that primarily relate to the distribution product or its manufacture that are created, conceived or developed by or on behalf of either party in the performance of activities under the distribution agreement. Ownership of all other know-how, patents, materials and other intellectual property created, conceived or developed during the performance of activities under the distribution agreement will be determined in accordance with U.S. patent laws for determining inventorship.

The Company is obligated to make payments to Fresenius Medical Care based on a share of aggregate net sales by or on behalf of the Company of the distribution product in the United States in the field. Such revenue-share payments will be a percentage of net sales in the low double digits, without regard to the calendar year in which such net sales are attributable, until such time that the Company has paid to Fresenius Medical Care a certain total amount, at which time the revenue-share will decrease to a percentage of net sales in the mid-single digits. The amounts that Fresenius Medical Care will be obligated to pay the Company under the distribution agreement for sales of the distribution product in the field outside of the United States will vary. Fresenius Medical Care agreed to pay the Company initially, on a country-by-country basis for sales outside of the United States, the amount equal to the average cost of manufacturing the Company’s distribution product plus a fixed dollar amount per unit. Following a specified period, on a country-by-country basis outside of the United States, Fresenius Medical Care will pay the Company a fixed percentage of net sales for each unit sold in such country, such that the Company will receive more than half of such net sales.

The distribution agreement will generally continue on a country-by-country basis until the later of (a) the tenth anniversary of the launch date of the distribution product in the relevant country or (b) the expiration of the last-to-expire valid claim of specified patents in such country. Each party is permitted to terminate the distribution agreement for insolvency of, or, under certain circumstances, including various cure periods, material breach by the other party. Subject to a cure period, Fresenius Medical Care may also terminate the distribution agreement in its entirety or on a country-by-country basis (i) for certain withdrawals of regulatory approval or (ii) for termination or expiration of any of our in-licenses that is necessary for the exercise of Fresenius Medical Care’s rights, or the satisfaction of its obligations, under the distribution agreement. In addition, Fresenius Medical Care may terminate the distribution agreement for convenience on a country-by-country basis upon not less than 12 months’ written notice to the Company, although Fresenius Medical Care is not permitted to give such notice prior to the end of the second year following launch of the distribution product in such country. Each party is required to indemnify one another for certain third-party claims.

During the three months ended March 31, 2023, the Company paid approximately $0.1 million for clinical research services to Frenova Renal Research, a subsidiary of Fresenius Medical Care.

Arrangements with Yale University

The Company’s President and Chief Executive Officer, Laura Niklason M.D., PhD., serves as an Adjunct Professor in Anesthesia at Yale University. As of March 31, 2023 and December 31, 2022, the Company was a party to license agreements with Yale University as described in Note 10 — Commitments and Contingencies, above.

The following table shows a summary of related party expenses included in the statements of operations and comprehensive loss for the three months ended March 31, 2023 and 2022:


	Three Months Ended March 31,
($ in thousands)	2023		2022

License expenses	$	—	$	50
Other	3		2
Total	3		52

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares designated (in shares)	20,000,000	20,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	250,000,000	250,000,000
Common stock, shares issued (in shares)	103,329,171	103,229,013
Common stock, shares outstanding (in shares)	103,329,171	103,229,013

Debt

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Debt

DebtOn March 30, 2021, the Company entered into a term loan agreement with Silicon Valley Bank (“SVB”) and SVB Innovation Credit Fund VIII, L.P., as amended in June 2021 and September 2021 (the “Loan Agreement”), which provides a term loan facility of up to $50.0 million with a maturity date of March 1, 2025. On March 10, 2023, SVB was closed by the California Department of Financial Protection and Innovation, and the Federal Deposit Insurance Corporation (the “FDIC”) was appointed as receiver. On March 13, 2023, the FDIC announced that all of SVB’s deposits and substantially all of its assets had been transferred to a newly created, full-service, FDIC-operated bridge bank, Silicon Valley Bridge Bank, N.A. (“SVBB”). SVBB assumed all loans that were previously held by SVB. On March 27, 2023, First-Citizens Bank & Trust Company assumed all of SVBB’s customer deposits and certain other liabilities and acquired substantially all of SVBB’s loans and certain other assets from the FDIC, including the Loan Agreement.

The Company’s obligations under the Loan Agreement are secured by substantially all of its assets except for its intellectual property. The Loan Agreement contains certain customary covenants, including, but not limited to, those relating to additional indebtedness, liens, asset divestitures, and affiliate transactions. If a minimum liquidity amount is not maintained, 50% of the outstanding principal and interest will become cash collateralized. As of March 31, 2023, the Company was in compliance with all covenants. The Company may use the proceeds of borrowings under the Loan Agreement as working capital and to fund its general business requirements.

The Loan Agreement provides that the term loans will be distributed in tranches. The initial term loan tranche of $20.0 million was drawn on March 31, 2021, and on October 13, 2021, the Company borrowed an additional $10.0 million under the Loan Agreement. Borrowings under the Loan Agreement are accounted for net of issuance costs which are being accreted to interest expense over the term of the loan using the effective interest method. The additional two subsequent $10.0 million term loan tranches were eligible to be drawn at the request of the Company during specified draw periods prior to May 15, 2023, the first tranche subject to submission by the Company of its first Biologics License Application (“BLA”) to the FDA for its HAV prior to March 31, 2023, and the second tranche subject to the first approval from the FDA of any BLA for the HAV prior to March 31, 2023 and the Company having borrowed the first remaining tranche. As of March 31, 2023, the two subsequent tranches are no longer eligible to be drawn.

Borrowings bear interest at the greater of 7.5% or the Wall Street Journal Prime Rate plus 4.25% (12.25% as of March 31, 2023). Interest only payments on the principal amount outstanding are due monthly beginning in the first month after the loan is dispersed. Under the level of borrowings outstanding at March 31, 2023, repayment of principal will begin in July 2023. The term loans may only be prepaid in full, and such prepayment requires 30 days’ advance notice and was subject initially to a prepayment fee of 3.00% that was decreased to 2.00% after March 30, 2022 (with a further decrease to 1.00% after March 30, 2023). The Company is not obligated to pay a prepayment fee if the Company makes a prepayment after March 30, 2024.

In connection with the Loan Agreement, the Company granted warrants to the lenders to purchase shares of Common Stock at an exercise price of $10.28 per share, of which 287,704 warrants were immediately exercisable. The warrants are classified within stockholders’ equity, as the settlement of the warrants is indexed to the Common Stock. The Company recognized the fair value of the warrants immediately exercisable within stockholders’ equity using a Black-Scholes valuation model at issuance.

At issuance, the Company initially determined that the funding of an additional tranche was not probable, and therefore no value was ascribed to the remaining 123,302 warrants that were only exercisable upon the funding of the first additional tranche. As a result of the Company’s additional $10.0 million borrowings under the Loan Agreement on October 13, 2021, the warrants to purchase the additional 123,302 shares of Common Stock became exercisable at an exercise price of $10.28 per share and the value of the warrants was recorded as of that date. The additional warrants are classified within stockholders’ equity using a Black-Scholes valuation model, as the settlement of the warrants is indexed to the Common Stock.

As of March 31, 2023, the fair value of warrants ($3.3 million), a 5% final payment fee ($1.5 million) and debt issuance costs ($0.3 million) are being accreted to interest expense over the term of the loan using the effective interest method.

SVB loan payable and net discount or premium balances are as follows:


($ in thousands)	March 31, 2023
Principal amount of SVB loan payable	$	30,000
Final payment amount of SVB loan payable	1,500
Net premium associated with accretion of final payment and other debt issuance costs	(2,233)
SVB loan payable, current and noncurrent	29,267
Less SVB loan payable, current portion	(12,857)
SVB loan payable, noncurrent portion	$	16,410

Future minimum payments of principal on the Company’s outstanding variable rate borrowings as of March 31, 2023 are as follows:


Year ending December 31:	($ in thousands)
2023 (remainder)	$	8,571
2024	17,143
2025	4,286


Total future payments	$	30,000

On May 12, 2023, Humacyte, Inc. and Humacyte Global, Inc. (“Global”) entered into a Revenue Interest Purchase Agreement (the “Purchase Agreement”) with two purchasers, both affiliates of Oberland Capital Management LLC (the “Purchasers”), and another affiliate of Oberland Capital Management LLC, as agent for the Purchasers. Pursuant to the Purchase Agreement and subject to customary closing conditions, the Purchasers agreed to pay the Company an aggregate investment amount of up to $150.0 million (the “Investment Amount”). On May 12, 2023, $40.0 million less certain transaction expenses was funded to the Company, which was used to repay in full the Company’s existing obligations under the Loan Agreement. See Note 12 — Subsequent Events for additional information.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company’s tax provision for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items, if any, that arise during the period. Each quarter, the Company updates its estimate of the annual effective tax rate and, if the estimated annual effective tax rate changes, the Company makes a cumulative adjustment in such period. No such adjustment was made as of March 31, 2023. The Company’s effective federal and state tax rate for the three months ended March 31, 2023 and 2022 was 0%, primarily as a result of estimated tax losses for the fiscal year to date offset by the increase in the valuation allowance in the net operating loss carryforwards. The Company did not record any income tax expense or benefit during the three months ended March 31, 2023 and 2022. The Company has a net operating loss and has provided a valuation allowance against net deferred tax assets due to uncertainties regarding the Company’s ability to realize these assets. All losses before income taxes arose in the United States.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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+ Details

Stockholders' Equity - Warrants Narrative (Details)	Aug. 26, 2021 $ / shares shares
Class of Warrant or Right [Line Items]
Warrants, exercise price (in dollars per share) \| $ / shares	$ 11.50
Merger Agreement \| Warrants to purchase Common Stock \| Assumption Of Publicly Traded Securities \| Public Warrants
Class of Warrant or Right [Line Items]
Number of securities issued or issuable (in shares)	5,000,000
Merger Agreement \| Warrants to purchase Common Stock \| Private Placement \| Private Placement Warrants
Class of Warrant or Right [Line Items]
Number of securities issued or issuable (in shares)	177,500

Stock-based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 1,809	$ 1,547
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	421	281
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 1,388	$ 1,266

Debt - Term Loan (Details)			3 Months Ended
Debt - Term Loan (Details)	Oct. 13, 2021 USD ($) $ / shares shares	Mar. 31, 2021 USD ($)	Mar. 31, 2023 USD ($) tranche	Dec. 31, 2022 USD ($)	Aug. 26, 2021 $ / shares	Mar. 30, 2021 USD ($) $ / shares shares
Line of Credit Facility [Line Items]
Warrants, exercise price (in dollars per share) \| $ / shares					$ 11.50
Common stock warrant liabilities			$ 122,000	$ 80,000
Term Loan Agreement
Line of Credit Facility [Line Items]
Amount of loan drawn	$ 10,000,000	$ 20,000,000
Number of tranches \| tranche			2
Amount that will be eligible to disburse per tranche			$ 10,000,000
Minimum fixed rate on variable rate			7.50%
Advance notice period			30 days
Common stock warrant liabilities			$ 3,300,000
Final payment fee percentage			5.00%
Final payment amount of SVB loan payable			$ 1,500,000
Debt issuance costs			$ 300,000
Term Loan Agreement \| Debt Instrument, Prepayment Fee, Period One
Line of Credit Facility [Line Items]
Prepayment fee			3.00%
Term Loan Agreement \| Debt Instrument, Prepayment Fee, Period Two
Line of Credit Facility [Line Items]
Prepayment fee			2.00%
Term Loan Agreement \| Debt Instrument, Prepayment Fee, Period Three
Line of Credit Facility [Line Items]
Prepayment fee			1.00%
Term Loan Agreement \| Warrants to purchase Common Stock
Line of Credit Facility [Line Items]
Warrants, exercise price (in dollars per share) \| $ / shares	$ 10.28					$ 10.28
Warrants immediately exercisable (in shares) \| shares						287,704
Exercisable warrants upon funding of additional tranche (in shares) \| shares	123,302					123,302
Term Loan Agreement \| Prime Rate
Line of Credit Facility [Line Items]
Basis spread on variable rate			4.25%
Effective interest rate			12.25%
Term Loan Agreement \| Silicon Valley Bank and SVB Innovation Credit Fund VIII, L.P.,
Line of Credit Facility [Line Items]
Maximum loan facility amount						$ 50,000,000
Outstanding principal and interest collateralized			50.00%

Related Party Transactions - Narrative (Details) - USD ($) $ in Thousands			1 Months Ended		3 Months Ended
	Aug. 26, 2021	Feb. 16, 2021	Aug. 31, 2021	Jun. 30, 2018	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Related Party Transaction [Line Items]
Common stock issued (in shares)					103,329,171		103,229,013
Payments made for clinical research					$ 3	$ 52
Fresenius Medical Care
Related Party Transaction [Line Items]
Financing transaction				$ 150,000
Conversion of stock (in shares)	15,812,735
Proceeds from PIPE Financing			$ 25,000
Common stock issued (in shares)			2,500,000
Distribution agreement, termination period		12 months
Payments made for clinical research					$ 100

Organization and Description of Business	3 Months Ended
Organization and Description of Business	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of Business	Organization and Description of Business Organization Humacyte, Inc. and subsidiary (unless the context indicates otherwise, collectively, the “Company”) is pioneering the development and manufacture of off-the-shelf, universally implantable, bioengineered human tissues, advanced tissue constructs and organ systems designed to improve the lives of patients and transform the practice of medicine. The Company is leveraging its regenerative medicine technology platform to develop proprietary product candidates for use in the treatment of diseases and conditions across a range of anatomic locations in multiple therapeutic areas. On August 26, 2021 (the “Closing Date”), Alpha Healthcare Acquisition Corp. (“AHAC”) consummated a merger pursuant to a Business Combination Agreement, dated as of February 17, 2021 (the “Merger Agreement”), by and among Humacyte, Inc., a Delaware Corporation (“Legacy Humacyte”), AHAC and Hunter Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and wholly owned subsidiary of AHAC. As contemplated by the Merger Agreement, Merger Sub merged with and into Legacy Humacyte, with Legacy Humacyte continuing as the surviving corporation and as a wholly-owned subsidiary of AHAC (such transactions, the “Merger,” and, collectively with the other transactions described in the Merger Agreement, the “Reverse Recapitalization”). On the Closing Date, AHAC changed its name to Humacyte, Inc. (“New Humacyte”) and Legacy Humacyte changed its name to Humacyte Global, Inc. (“Global”). The Merger was accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and under this method of accounting, AHAC was treated as the acquired company for financial reporting purposes and Legacy Humacyte was treated as the acquirer. Operations prior to the Merger are those of Legacy Humacyte. Concurrently with the execution of the Merger Agreement, certain investors (the “PIPE Investors”) purchased an aggregate of 17,500,000 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock” and such shares purchased by the PIPE Investors, the “PIPE Shares”) in a private placement for an aggregate purchase price of $175 million (the “PIPE Financing”). The Company received $242.4 million in proceeds from the Merger and related PIPE Financing, and incurred $3.9 million of transaction costs, consisting of banking, legal, and other professional fees. Liquidity and Going Concern Since its inception in 2004, the Company has generated no product revenue and has incurred operating losses and negative cash flows from operations in each year. To date, the Company has financed its operations primarily through the sale of equity securities and convertible debt, proceeds from the Reverse Recapitalization, borrowings under loan facilities and, to a lesser extent, through governmental and other grants. At March 31, 2023 and December 31, 2022, the Company had an accumulated deficit of $463.5 million and $426.5 million, respectively. The Company’s operating losses were $22.5 million and $21.8 million for the three months ended March 31, 2023 and 2022, respectively. Net cash flows used in operating activities were $18.6 million and $18.8 million during the three months ended March 31, 2023 and 2022, respectively. Substantially all of the Company’s operating losses resulted from costs incurred in connection with the Company’s research and development programs and from general and administrative costs associated with the Company’s operations. The Company expects to incur substantial operating losses and negative cash flows from operations for the foreseeable future as the Company advances its product candidates. As of March 31, 2023, the Company had cash and cash equivalents and short-term investments of $131.7 million. The Company believes its combined cash and cash equivalents and short-term investments on hand will be sufficient to fund operations, including clinical trial expenses and capital expenditure requirements, for at least 12 months from the issuance date of these interim financial statements.

Stockholders' Equity - Common Stock (Details)		3 Months Ended
Stockholders' Equity - Common Stock (Details)	Aug. 26, 2021 USD ($) $ / shares shares	Mar. 31, 2023 USD ($) vote $ / shares shares	Dec. 31, 2022 $ / shares shares	Mar. 31, 2022 shares	Dec. 31, 2021 shares
Business Acquisition [Line Items]
Proceeds from Merger and PIPE financing, net of offering costs paid	$ 242,400,000
Transaction costs	$ 3,900,000
Common stock, shares outstanding (in shares) \| shares	103,003,384	103,329,171	103,229,013
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, authorized (in shares) \| shares		250,000,000	250,000,000
Dividends, common stock		$ 0
Number of vote per common share held \| vote		1
AHAC
Business Acquisition [Line Items]
Liabilities assumed	$ 15,200,000
Assets assumed	$ 100,000
Common Stock
Business Acquisition [Line Items]
Issuance of common stock upon reverse recapitalization and PIPE Financing (in shares) \| shares	27,346,449
Common stock, shares outstanding (in shares) \| shares		103,329,171	103,229,013	103,004,572	103,003,646

Stock-based Compensation

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Stock-based Compensation

At Closing, the 2021 Long-Term Incentive Plan, (the “2021 Plan”), and the 2021 Employee Stock Purchase Plan, (the “ESPP”), became effective. As of March 31, 2023, 6,630,044 and 1,030,033 shares of Common Stock were available under the 2021 Plan and ESPP, respectively. The 2021 Plan and ESPP provide that on January 1 of each year commencing January 1, 2022, the 2021 Plan and the ESPP reserve will automatically increase in an amount equal to the lesser of (a) 5% and 1%, respectively, of the number of shares of the Company’s Common Stock outstanding on December 31 of the preceding year and (b) a number of shares of Common Stock determined by the Company’s board of directors. In both December 2021 and 2022, the Company’s board of directors determined that there would be no automatic increase in the number of shares reserved under the 2021 Plan or the ESPP on either January 1, 2022 or January 1, 2023.

Under the 2021 Plan, the Company can grant non-statutory stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, performance awards and other forms of awards. Under the ESPP, when and if implemented, eligible employees will be permitted to purchase shares of the Company’s Common Stock at the lower of 85% of the closing trading price per share of the Company’s Common Stock on the first day of the offering or 85% of the closing trading price per share on the exercise date, which will occur on the last day of each offering.

Prior to the Closing, Legacy Humacyte had two equity incentive plans, the 2015 Omnibus Incentive Plan, as amended (the “2015 Plan”), and the 2005 Stock Option Plan (the “2005 Plan”). As a result of the Merger, no further awards may be granted under either the 2015 Plan or the 2005 Plan. All awards previously granted and outstanding as of the effective date of the Merger were adjusted to reflect the impact of the Merger as set forth in the Merger Agreement, but otherwise remain in effect pursuant to their original terms. The shares underlying any award granted under the 2021 Plan or the 2015 Plan that are forfeited, cancelled or reacquired by the Company prior to vesting, that expire or that are paid out in cash rather than shares will become available for grant and issuance under the 2021 Plan. As of March 31, 2023, 3,611,644 and 384,562 shares of Common Stock remain reserved for outstanding options issued under the 2015 Plan and 2005 Plan, respectively.

The Company’s stock option plans allow for the grant of awards that the Company believes aid in aligning the interests of award recipients with those of its stockholders. The Company’s board of directors or compensation committee determines the specific terms of equity incentive grants, including the exercise price per share and vesting period for option awards. Option awards are granted with an exercise price equal to the fair market value of the Company’s Common Stock at the date of grant.

The Company has granted options that include either a service-based or performance-based vesting condition, or both, and a 10-year contractual term. The service-based vesting condition for the plans is generally satisfied over 36 to 48 months from the date of grant. The performance-based vesting conditions are satisfied upon the attainment of certain product development milestones. The Company recognizes stock-based compensation expense based on the grant date fair value of the awards measured using the Black-Scholes option pricing model. Compensation expense related to awards with service-based vesting conditions is recognized on a straight-line basis over the requisite service period. Option valuation models, including the Black-Scholes option-pricing model, require the input of highly subjective assumptions, and changes in the assumptions used can materially affect the grant-date fair value of an award. These assumptions include the risk-free rate of interest, expected dividend yield, expected volatility, the expected term of the award, and the fair value of the underlying Common Stock on the date of grant. Forfeitures are accounted for as they occur.

Compensation expense related to awards with performance-based vesting conditions is recognized over the requisite service period using the accelerated attribution method to the extent achievement of the performance-based condition is probable. The Company does not recognize compensation expense related to awards with performance-based vesting conditions until it is probable that the performance-based vesting condition will be achieved. Forfeitures are accounted for as they occur.

Option awards under the Company’s option plans generally provide for accelerated vesting of the unvested portions of any option award in the event of an involuntary termination, as such term is defined in the relevant stock option agreement, of a grantee’s employment during the period that commences 30 days prior to the effective date of a corporate transaction and that ends 12 months following the effective date of such transaction. Additionally, the Company’s board of directors may, in its sole discretion, accelerate the vesting of any unvested stock options in the event of a corporate transaction.

The Company estimated the fair value of the stock options on the date of grant using the following weighted average assumptions in the Black-Scholes option-pricing model:


	Three Months Ended March 31,
		2023		2022

Estimated dividend yield		0	%	0	%
Expected share price volatility		88.6%		100.0%
Risk-free interest rate		3.58%		1.89%
Expected term of options (in years)		6.25		6.25

•Fair Value of Common Stock. The fair value of the Common Stock has been determined based on the closing price of the shares on Nasdaq.

•Expected Term. The expected term represents the period that stock options are expected to be outstanding. The Company calculated the expected term using the simplified method for options, which is available where there is insufficient historical data about exercise patterns and post-vesting employment termination behavior. The simplified method is based on the vesting period and the contractual term for each grant, or for each vesting-tranche for awards with graded vesting. The mid-point between the vesting date and the maximum contractual expiration date is used as the expected term under this method. For awards with multiple vesting-tranches, the times from grant until the mid-points for each of the tranches may be averaged to provide an overall expected term.

•Expected Volatility. The expected volatility was determined based on a blended approach using the historical share volatility of the Company’s Common Stock and that of several publicly traded peer companies over a period of time equal to the expected term of the options, as the Company has a limited trading history. For purposes of identifying these peer companies, the Company considered the industry, stage of development, size and financial leverage of potential comparable companies.

•Risk-Free Interest Rate. The risk-free interest rate was based on the yields of U.S. Treasury zero-coupon securities with maturities similar in duration to the expected term of the options.

•Expected Dividend Yield. The Company has not paid dividends on its Common Stock nor does it expect to pay dividends in the foreseeable future. Accordingly, the Company has estimated the dividend yield to be zero.

At March 31, 2023, there were 6,630,044 options remaining available for grant under the 2021 Plan. The Company has sufficient authorized and unissued shares to issue Common Stock in satisfaction of any awards available for grant under the 2021 Plan.


	Three Months Ended March 31,
($ in thousands)		2023		2022
Research and development		$	421	$	281
General and administrative		1,388		1,266
Total		$	1,809	$	1,547

As of March 31, 2023, unrecognized stock-based compensation cost for options was $11.6 million and is expected to be recognized over a weighted-average period of 2.3 years.

A summary of option activity under the Company’s stock option plans during the three months ended March 31, 2023 is presented below:


	Number of Shares	Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (in thousands)
Options outstanding at December 31, 2022	7,203,874	$	5.90	7.5	$	429
Granted	134,200	$	2.85
Exercised	(100,158)	$	1.19
Forfeited	(63,356)	$	5.17
Options outstanding at March 31, 2023	7,174,560	$	5.91	7.3	$	1,039
Vested and exercisable, March 31, 2023	3,312,364	$	6.66	5.2	$	964
Vested and expected to vest, March 31, 2023	7,174,560	$	5.91	7.3	$	1,039

Stock-based Compensation - Remaining Unrecognized Costs (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Share-Based Payment Arrangement [Abstract]
Unrecognized stock-based compensation cost	$ 11,600
Unrecognized stock-based compensation cost, period for recognition	2 years 3 months 18 days

Related Party Transactions (Tables)

3 Months Ended

Mar. 31, 2023

Summary of Related Party Expenses

The following table shows a summary of related party expenses included in the statements of operations and comprehensive loss for the three months ended March 31, 2023 and 2022:


	Three Months Ended March 31,
($ in thousands)	2023		2022

License expenses	$	—	$	50
Other	3		2
Total	3		52

Stock-based Compensation - Narrative (Details)		3 Months Ended
Stock-based Compensation - Narrative (Details)	Aug. 25, 2021 plan	Mar. 31, 2023 shares	Mar. 31, 2022	Dec. 31, 2022 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of equity incentive plans \| plan	2
Outstanding awards (in shares)		7,174,560		7,203,874
ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares remaining available for grant (in shares)		1,030,033
Annual increase in available shares		1.00%
Purchase price of common stock, percent of closing trading price		85.00%
Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Contractual term		10 years
Accelerated vesting commencement period		30 days
Accelerated vesting ending period		12 months
Estimated dividend yield		0.00%	0.00%
Options \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		36 months
Options \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		48 months
Long-Term Incentive Plan, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares remaining available for grant (in shares)		6,630,044
Annual increase in available shares		5.00%
Long-Term Incentive Plan, 2021 \| Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares remaining available for grant (in shares)		6,630,044
Omnibus Incentive Plan, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding awards (in shares)		3,611,644
Stock Option Plan, 2005
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding awards (in shares)		384,562

Debt - Purchase Agreement (Details) - Subsequent Event - Revenue Interest Purchase Agreement $ in Millions	May 12, 2023 USD ($)
Extinguishment of Debt [Line Items]
Total investment amount	$ 150.0
Upfront payment received	$ 40.0

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Statement of Comprehensive Income [Abstract]
Grant revenue	$ 0	$ 233
Operating expenses:
Research and development	17,278	16,314
General and administrative	5,234	5,682
Total operating expenses	22,512	21,996
Loss from operations	(22,512)	(21,763)
Other income (expense), net:
Interest income	1,475	31
Change in fair value of Contingent Earnout Liability	(14,191)	3,258
Change in fair value of common stock warrant liabilities	(42)	74
Interest expense	(1,699)	(1,432)
Total other income (expense), net	(14,457)	1,931
Net loss	(36,969)	(19,832)
Comprehensive loss	$ (36,969)	$ (19,832)
Net loss per share attributable to common stockholders, basic (in dollars per share)	$ (0.36)	$ (0.19)
Net loss per share attributable to common stockholders, diluted (in dollars per share)	$ (0.36)	$ (0.19)
Weighted-average shares outstanding used in computing net loss per share attributable to common stockholders, basic (in shares)	103,263,528	103,004,088
Weighted-average shares outstanding used in computing net loss per share attributable to common stockholders, diluted (in shares)	103,263,528	103,004,088

Income Taxes (Details) - USD ($)	3 Months Ended
Income Taxes (Details) - USD ($)	Mar. 31, 2023	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Effective tax rate	0.00%	0.00%
Income tax expense or benefit	$ 0	$ 0

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Debt (Tables)

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Summary of SVB Loan Payable and Net Discount or Premium Balances

SVB loan payable and net discount or premium balances are as follows:


($ in thousands)	March 31, 2023
Principal amount of SVB loan payable	$	30,000
Final payment amount of SVB loan payable	1,500
Net premium associated with accretion of final payment and other debt issuance costs	(2,233)
SVB loan payable, current and noncurrent	29,267
Less SVB loan payable, current portion	(12,857)
SVB loan payable, noncurrent portion	$	16,410

Summary of Future Minimum Payments of Principal

Future minimum payments of principal on the Company’s outstanding variable rate borrowings as of March 31, 2023 are as follows:


Year ending December 31:	($ in thousands)
2023 (remainder)	$	8,571
2024	17,143
2025	4,286


Total future payments	$	30,000

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

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+ Details

Stock-based Compensation - Assumptions Used to Estimate Fair Value of Stock Options (Details) - Options	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Assumptions on the date of grant to estimate the fair value of the stock options
Estimated dividend yield	0.00%	0.00%
Weighted average expected share price volatility	88.60%	100.00%
Risk-free interest rate	3.58%	1.89%
Expected term of options (in years)	6 years 3 months	6 years 3 months

Accrued Expenses

3 Months Ended

Mar. 31, 2023

Accrued Liabilities, Current [Abstract]

Accrued Expenses

Accrued expenses consisted of the following:


($ in thousands)	March 31, 2023		December 31, 2022

Accrued external research, development and manufacturing costs	$	3,283	$	2,437
Accrued employee compensation and benefits	2,848		4,227
Accrued professional fees	280		444
Total	$	6,411	$	7,108

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Summary of securities that could potentially dilute net loss per share in the future that were not included in the computation of diluted net loss per share

The following potential shares of Common Stock were excluded from the computation of diluted net loss per share for each period because including them would have had an antidilutive effect. All share amounts presented in the table below represent the total number outstanding as of the end of each period.


	Three Months Ended March 31,
		2023	2022





Exercise of options under stock plan		7,174,560	6,641,647
Warrants to purchase Common Stock		5,588,506	5,588,506

Stockholders' Equity

3 Months Ended

Mar. 31, 2023

Stockholders' Equity Note [Abstract]

Stockholders' Equity

Stockholders’ Equity

Common Stock

On August 26, 2021, the Merger and related PIPE Financing was consummated and the Company issued 27,346,449 shares of Common Stock for proceeds of $242.4 million. The Company incurred $3.9 million of transaction costs, consisting of banking, legal, and other professional fees. Legacy Humacyte assumed $15.2 million of liabilities, including PIPE Financing fees and legal fees, and $0.1 million of assets from AHAC. Immediately following the Merger, there were 103,003,384 shares of Common Stock outstanding with a par value of $0.0001 per share.

As of March 31, 2023, the Company’s Second Amended and Restated Certificate of Incorporation authorized the Company to issue 250,000,000 shares of Common Stock. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares then outstanding or reserved for issuance) by the affirmative vote of the holders of a majority of the capital stock of the Company entitled to vote and may require a separate class vote of the Common Stock.

The holders of Common Stock are entitled to receive dividends from time to time as may be declared by the Company’s board of directors. Through March 31, 2023, no dividends have been declared.

The holders of Common Stock are entitled to one vote for each share held with respect to all matters voted on by the common stockholders of the Company.

In the event of a reorganization of the Company, after payment to any preferred stockholders of their liquidation preferences, holders of Common Stock are entitled to share ratably in all remaining assets of the Company.

As of March 31, 2023, the Company had reserved Common Stock for future issuances as follows:


			March 31, 2023
Common stock reserved for Contingent Earnout Shares			15,000,000
Exercise of options under stock plans			7,174,560
Issuance of options under stock plans			6,630,044
Shares available for grant under ESPP			1,030,033
Warrants to purchase Common Stock			5,588,506
			35,423,143

Preferred Stock

The Company’s Second Amended and Restated Certificate of Incorporation provides the Company’s board of directors with the authority to issue preferred stock, par value $0.0001 per share, in one more series and to establish from time to time the number of shares to be included in each such series, by adopting a resolution and filing a certification of designations. Voting powers, designations, powers, preferences and relative, participating, optional, special and other rights shall be stated and expressed in such resolutions. There were 20,000,000 shares designated as preferred stock and none were outstanding as of March 31, 2023 and December 31, 2022.

Warrants

The Company had the following Common Stock warrants outstanding as of March 31, 2023 and December 31, 2022:


			Common Stock Warrants Outstanding

Legacy Humacyte Common Stock Warrants			411,006
Private Placement Warrants			177,500
Public Warrants			5,000,000
Total Common Stock Warrants			5,588,506

See Note 6 — Debt for a discussion of Common Stock warrants issued in conjunction with the Company’s Loan Agreement in 2021 (such warrants, “Legacy Humacyte Common Stock Warrants”). There were no issuances, exercises or expirations of warrants during the three months ended March 31, 2023 or March 31, 2022.

In connection with the Merger, the Company assumed 5,000,000 publicly-traded warrants (“Public Warrants”) and 177,500 private placement warrants issued to AHAC Sponsor LLC (the “Sponsor”), Oppenheimer & Co. Inc. and Northland Securities, Inc., in connection with AHAC’s initial public offering (“Private Placement Warrants” and, together with the Public Warrants, the “Common Stock Warrants”). The Common Stock Warrants entitle the holder to purchase one share of Common Stock at an exercise price of $11.50 per share. The Company evaluated the Common Stock Warrants to determine the appropriate financial statement classification upon the consummation of the Merger. The Common Stock Warrants are not mandatorily redeemable and are considered to be freestanding instruments as they are separately exercisable into common shares. As such, the Common Stock Warrants were not classified as liabilities under FASB ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”). The Company then evaluated the Common Stock Warrants under FASB ASC Topic 815, Derivatives and Hedging.

Public Warrants

The Public Warrants are publicly traded and are exercisable for cash unless certain conditions occur, such as the failure to have an effective registration statement related to the shares issuable upon exercise or redemption by the Company under certain conditions, at which time the Public Warrants may be eligible for a cashless exercise. The Public Warrants may only be exercised for a whole number of shares and will expire five years after the completion of the Merger. The Public Warrants became exercisable 30 days after the completion of the Merger.

The Public Warrants are considered to be “indexed to the Company’s own stock”. The agreement provides that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of the Company’s Common Stock, all holders of the Common Stock Warrants (both the Public Warrants and the Private Placement Warrants) would be entitled to receive cash for all of their Common Stock Warrants. As the Company has a single class of Common Stock, a qualifying cash tender offer of more than 50% of the Company’s Common Stock will always result in a change in control and would not preclude permanent equity classification of the Public Warrants. Based on this evaluation, the Company concluded that the Public Warrants meet the criteria to be classified within stockholders’ equity. The Public Warrants were initially recognized as equity on the Closing Date at a fair value of $2.80 per share.

Private Placement Warrants

The Private Placement Warrants are non-redeemable for cash so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

The agreement governing the Common Stock Warrants includes a provision, the application of which could result in a different settlement value for the Private Placement Warrants depending on their holder. Because the holder of an instrument is not an input into the pricing of a fixed-for-fixed option on the Common Stock, the Private Placement Warrants are not considered to be “indexed to the Company’s own stock” and therefore are not classified in stockholders’ equity. As the Private Placement Warrants meet the definition of a derivative, the Company recorded these warrants as liabilities on the condensed consolidated balance sheet at fair value, with subsequent changes in their respective fair values recognized in the condensed consolidated statements of operations and comprehensive loss at each reporting date.

The Private Placement Warrants were initially recognized as a liability on the Closing Date, at a fair value of $0.6 million and the estimated fair value of the Private Placement Warrants at December 31, 2022 was $0.1 million. See Note 3 — Fair Value Measurements for a summary of the change in the fair value of the Private Placement Warrants during the three months ended March 31, 2023 and 2022. The remeasurement of the Private Placement Warrant liability to a fair value of $0.1 million as of March 31, 2023 resulted in a non-cash loss of less than $0.1 million, compared to a non-cash gain of $0.1 million for the three months ended March 31, 2022. The remeasurement of the Private Placement Warrant liability is classified within Change in fair value of Common Stock warrant liabilities in the condensed consolidated statements of operations and comprehensive loss.

The Private Placement Warrants were valued using the following assumptions under the Monte Carlo simulation value model:


	March 31, 2023			December 31, 2022
Market price of public stock	$	3.09		$	2.11
Exercise price	$	11.50		$	11.50
Expected term (years)	3.41			3.65
Expected share price volatility	73.0		%	78.3		%
Risk-free interest rate	3.77		%	4.14		%
Estimated dividend yield	0		%	0		%

Contingent Earnout Liability

Following the closing of the Merger (the “Closing”), former holders of Legacy Humacyte common and preferred shares are eligible to receive up to 15,000,000 additional shares of Common Stock (the “Contingent Earnout Shares”) in the aggregate, in two equal tranches of 7,500,000 shares of Common Stock per tranche. The first and second tranches are issuable if the closing volume weighted average price (“VWAP”) per share of Common Stock quoted on The Nasdaq Stock Market LLC (“Nasdaq”) (or the exchange on which the shares of Common Stock are then listed), is greater or equal to $15.00 and $20.00, respectively, over any 20 trading days within any 30 consecutive trading day period.

Upon the Closing, the contingent obligation to issue Contingent Earnout Shares was accounted for as a liability because the triggering events that determine the number of Contingent Earnout Shares required to be issued include events that are not solely indexed to the Common Stock. The Contingent Earnout Shares are subsequently remeasured at each reporting date with changes in fair value recorded as a component of other (expense) income, net in the condensed consolidated statements of operations and comprehensive loss. The estimated fair value of the total Contingent Earnout Shares at the Closing on August 26, 2021 was $159.4 million based on a Monte Carlo simulation valuation model using a distribution of potential outcomes on a monthly basis over a 10-year period using the most reliable information available. The estimated fair value of the total Contingent Earnout Shares at December 31, 2022 was $27.9 million.

See Note 3 — Fair Value Measurements for a summary of the change in the fair value of the Contingent Earnout Liability during the three months ended March 31, 2023 and 2022. The remeasurement of the Contingent Earnout Liability to a fair value of $42.1 million as of March 31, 2023 resulted in a non-cash loss of $14.2 million, compared to a non-cash gain of $3.3 million for the three months ended March 31, 2022. The remeasurement of the Contingent Earnout Liability is classified within Change in fair value of Contingent Earnout Liability in the condensed consolidated statements of operations and comprehensive loss. The assumptions utilized in the calculations of fair value were based on the achievement of certain stock price milestones, including the current Common Stock price, expected volatility, risk-free rate, expected term and expected dividend yield.

Assumptions used in the valuations are described below:


	March 31, 2023			December 31, 2022
Current stock price	$	3.09		$	2.11
Expected share price volatility	88.6		%	89.0		%
Risk-free interest rate	3.48		%	3.88		%
Estimated dividend yield	0.0		%	0		%
Expected term (years)	10.00			10.00

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI https://asc.fasb.org/topic&trid=2208762

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

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-Publisher FASB
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

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-Publisher FASB
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-Topic 505
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Fair Value Measurements - Changes in Fair Value of Level 3 Financial Instruments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Contingent Earnout Liability
Changes in the fair value of the Level 3 financial instruments
Beginning balance	$ (27,893)	$ (103,660)
Change in fair value included in other income (expense), net	(14,191)	3,258
Ending balance	(42,084)	(100,402)
Private Placement Warrants
Changes in the fair value of the Level 3 financial instruments
Beginning balance	(80)	(497)
Change in fair value included in other income (expense), net	(42)	74
Ending balance	$ (122)	$ (423)

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation

The Company has prepared the accompanying financial statements in conformity with U.S. GAAP. The Company’s condensed consolidated financial statements reflect the operations of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates in the financial statements include stock-based compensation costs, right-of-use assets, accruals for research and development activities, contingent earnout liability, fair value of common stock warrants and income taxes. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could differ from those estimates.

Unaudited Interim Condensed Consolidated Financial Statements

The accompanying interim condensed consolidated financial statements and the related footnote disclosures are unaudited. These unaudited interim financial statements have been prepared on the same basis as the audited financial statements and, in management’s opinion, include all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2023 and its results of operations for the three months ended March 31, 2023 and 2022, and cash flows for the three months ended March 31, 2023 and 2022. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ended December 31, 2023 or any other period. The December 31, 2022 year-end condensed consolidated balance sheet was derived from audited annual financial statements but does not include all disclosures from the annual financial statements.

Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2022 and the related notes included in the Company’s Annual Report on Form 10-K, filed with the SEC on March 24, 2023 (the “Annual Report”), which provides a more complete discussion of the Company’s accounting policies and certain other information. There have been no significant changes to the significant accounting policies disclosed in Note 2 of the audited consolidated financial statements as of and for the years ended December 31, 2022 and 2021 included in the Company’s Annual Report.

Segments

The Company operates and manages its business as one reportable and operating segment. The Company is developing proprietary, bioengineered, acellular human tissues, advanced tissue constructs and organ systems that are designed to be used in the treatment of diseases and conditions across a range of anatomic locations in multiple therapeutic areas. The Company’s chief executive officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of evaluating financial performance and allocating resources.

Concentration of Credit Risk

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and short-term investments consisting of certificates of deposit (“CDs”). As of March 31, 2023 and December 31, 2022, there were no material cash balances in excess of balances insured by the Federal Deposit Insurance Corporation (“FDIC”). As of both March 31, 2023 and December 31, 2022, the Company had cash equivalents that are invested in highly rated money market funds that are invested only in obligations of the U.S. government and its agencies.

As of both March 31, 2023 and December 31, 2022, the Company had approximately $10.1 million in CDs. These cash deposits are deposited at a bank that is a member of the Certificate of Deposit Account Registry Service (“CDARS”), in which large deposits are divided into smaller amounts and placed with other FDIC insured banks which are also members of the CDARS network. Those members issue CDs in amounts under $250,000, so that the entire deposit balance is eligible for FDIC insurance. As of both March 31, 2023 and December 31, 2022, the Company classified $8.0 million of its CDs as cash and cash equivalents and $2.1 million of its CDs as short-term investments on its condensed consolidated balance sheets.

Net Loss per Share Attributable to Common Stockholders

Basic net loss per share attributable to common stockholders is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period without consideration of potentially dilutive Common Stock. Diluted net loss per share attributable to common stockholders reflects the potential dilution that could occur if securities or other contracts to issue Common Stock were exercised or converted into Common Stock or resulted in the issuance of Common Stock that then shared in the earnings of the Company unless inclusion of such shares would be anti-dilutive. As the Company has incurred losses for the three months ended March 31, 2023 and 2022, basic and diluted net loss per share is the same for each period.


	Three Months Ended March 31,
		2023	2022





Exercise of options under stock plan		7,174,560	6,641,647
Warrants to purchase Common Stock		5,588,506	5,588,506

The 15,000,000 Contingent Earnout Shares, as defined in Note 7, are excluded from the anti-dilutive table for all periods presented, as such shares are contingently issuable until the share price of the Company exceeds specified thresholds that have not yet been achieved, or upon the occurrence of a change in control.

Other Risks and Uncertainties

The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, successful discovery and development of its product candidates, the success of clinical trials and other studies for its product candidates, including for its ongoing V005 Phase 2/3 clinical trial and V007 Phase 3 clinical trial, the regulatory approval and commercialization of its HAVs and other product candidates, the expected size of the target populations for the Company’s product candidates, the degree of market acceptance of the HAVs, if approved, the availability of third-party coverage and reimbursement, development by competitors of new technological innovations, the ability to manufacture HAVs and other product candidates in sufficient quantities, expectations regarding the Company’s strategic partnerships, dependence on third parties, key personnel and the ability to attract and retain qualified employees, protection of proprietary technology and confidentiality of trade secrets, compliance with governmental regulations, the Company’s implementation and maintenance of effective internal controls, and the ability to secure additional capital to fund operations and the commercial success of its product candidates.

Product candidates currently under development will require extensive preclinical and clinical testing and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel, and infrastructure and extensive compliance-reporting capabilities. Even if the Company’s commercialization efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales, and the Company may depend on certain strategic relationships to distribute its products, including the Company’s strategic partnership with Fresenius Medical Care, to sell, market and distribute its 6 millimeter HAV for certain specified indications outside the United States.

Recently Adopted Accounting Pronouncements

The Company did not adopt any new standards or updates issued by the Financial Accounting Standards Board (the “FASB”) during the three months ended March 31, 2023 that had a material impact on the Company’s condensed consolidated financial statements and related disclosures.

Recently Issued Accounting Pronouncements

The Company reviewed all recently issued accounting pronouncements through March 31, 2023 and concluded that they were not applicable or not expected to have a material impact on the Company’s condensed consolidated financial statements and related disclosures.

Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Liabilities:
Private Placement Warrants liability	$ 122	$ 80
Recurring
Assets:
Short-term investments (certificates of deposit)	2,107	2,107
Total financial assets	131,287	151,266
Liabilities:
Contingent Earnout Liability	42,084	27,893
Private Placement Warrants liability	122	80
Total financial liabilities	42,206	27,973
Recurring \| Level 1
Assets:
Short-term investments (certificates of deposit)	0	0
Total financial assets	121,180	141,159
Liabilities:
Contingent Earnout Liability	0	0
Private Placement Warrants liability	0	0
Total financial liabilities	0	0
Recurring \| Level 2
Assets:
Short-term investments (certificates of deposit)	2,107	2,107
Total financial assets	10,107	10,107
Liabilities:
Contingent Earnout Liability	0	0
Private Placement Warrants liability	0	0
Total financial liabilities	0	0
Recurring \| Level 3
Assets:
Short-term investments (certificates of deposit)	0	0
Total financial assets	0	0
Liabilities:
Contingent Earnout Liability	42,084	27,893
Private Placement Warrants liability	122	80
Total financial liabilities	42,206	27,973
Recurring \| Cash equivalents (money market funds)
Assets:
Cash equivalents	121,180	141,159
Recurring \| Cash equivalents (money market funds) \| Level 1
Assets:
Cash equivalents	121,180	141,159
Recurring \| Cash equivalents (money market funds) \| Level 2
Assets:
Cash equivalents	0	0
Recurring \| Cash equivalents (money market funds) \| Level 3
Assets:
Cash equivalents	0	0
Recurring \| Cash equivalents (certificates of deposit)
Assets:
Cash equivalents	8,000	8,000
Recurring \| Cash equivalents (certificates of deposit) \| Level 1
Assets:
Cash equivalents	0	0
Recurring \| Cash equivalents (certificates of deposit) \| Level 2
Assets:
Cash equivalents	8,000	8,000
Recurring \| Cash equivalents (certificates of deposit) \| Level 3
Assets:
Cash equivalents	$ 0	$ 0

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis

The Company’s assets and liabilities that were measured at fair value on a recurring basis were as follows:


($ in thousands)	Fair Value Measured as of March 31, 2023
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents (money market funds)	$	121,180	$	—	$	—	$	121,180
Cash equivalents (certificates of deposit)	—		8,000		—		8,000
Short-term investments (certificates of deposit)	—		2,107		—		2,107
Total financial assets	$	121,180	$	10,107	$	—	$	131,287
Liabilities:
Contingent Earnout Liability	$	—	$	—	$	42,084	$	42,084
Private Placement Warrants liability	—		—		122		122
Total financial liabilities	$	—	$	—	$	42,206	$	42,206


($ in thousands)	Fair Value Measured as of December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents (money market funds)	$	141,159	$	—	$	—	$	141,159
Cash equivalents (certificates of deposit)	—		8,000		—		8,000
Short-term investments (certificates of deposit)	—		2,107		—		2,107
Total financial assets	$	141,159	$	10,107	$	—	$	151,266
Liabilities:
Contingent Earnout Liability	$	—	$	—	$	27,893	$	27,893
Private Placement Warrants liability	—		—		80		80
Total financial liabilities	$	—	$	—	$	27,973	$	27,973

Summary of Changes in Fair Value of Level 3 Financial Instruments

The following tables present a summary of the changes in the fair value of the Company’s Level 3 financial instruments:


($ in thousands)		Contingent Earnout Liability
	Three Months Ended March 31,
		2023		2022

Fair value as of beginning of period		$	(27,893)	$	(103,660)
Change in fair value included in other income (expense), net		(14,191)		3,258
Fair value as of end of period		$	(42,084)	$	(100,402)


		Private Placement Warrants
	Three Months Ended March 31,
($ in thousands)		2023		2022

Fair value as of beginning of period		$	(80)	$	(497)
Change in fair value included in other income (expense), net		(42)		74
Fair value as of end of period		$	(122)	$	(423)

- Definition

Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.

+ References + Details

Fair Value Measurements

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants at the measurement date. Accounting Standards Codification (“ASC”) 820, Fair Value Measurement and Disclosures, establishes a hierarchy whereby inputs to valuation techniques used in measuring fair value are prioritized, or the fair value hierarchy. There are three levels to the fair value hierarchy based on reliability of inputs, as follows:

•Level 1 — Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets.

•Level 2 — Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•Level 3 — Unobservable inputs in which little or no market data exists, therefore requiring the Company to develop its own assumptions.

The Company evaluates assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level at which to classify them for each reporting period, utilizing valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The determination requires significant judgments to be made by the Company.

The Company’s assets and liabilities that were measured at fair value on a recurring basis were as follows:


($ in thousands)	Fair Value Measured as of March 31, 2023
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents (money market funds)	$	121,180	$	—	$	—	$	121,180
Cash equivalents (certificates of deposit)	—		8,000		—		8,000
Short-term investments (certificates of deposit)	—		2,107		—		2,107
Total financial assets	$	121,180	$	10,107	$	—	$	131,287
Liabilities:
Contingent Earnout Liability	$	—	$	—	$	42,084	$	42,084
Private Placement Warrants liability	—		—		122		122
Total financial liabilities	$	—	$	—	$	42,206	$	42,206


($ in thousands)	Fair Value Measured as of December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents (money market funds)	$	141,159	$	—	$	—	$	141,159
Cash equivalents (certificates of deposit)	—		8,000		—		8,000
Short-term investments (certificates of deposit)	—		2,107		—		2,107
Total financial assets	$	141,159	$	10,107	$	—	$	151,266
Liabilities:
Contingent Earnout Liability	$	—	$	—	$	27,893	$	27,893
Private Placement Warrants liability	—		—		80		80
Total financial liabilities	$	—	$	—	$	27,973	$	27,973

The following tables present a summary of the changes in the fair value of the Company’s Level 3 financial instruments:


($ in thousands)		Contingent Earnout Liability
	Three Months Ended March 31,
		2023		2022

Fair value as of beginning of period		$	(27,893)	$	(103,660)
Change in fair value included in other income (expense), net		(14,191)		3,258
Fair value as of end of period		$	(42,084)	$	(100,402)


		Private Placement Warrants
	Three Months Ended March 31,
($ in thousands)		2023		2022

Fair value as of beginning of period		$	(80)	$	(497)
Change in fair value included in other income (expense), net		(42)		74
Fair value as of end of period		$	(122)	$	(423)

The fair value of the Contingent Earnout Liability and Private Placement Warrants (as defined in Note 7 — Stockholders’ Equity) liability are based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy.

In determining the fair value of the Contingent Earnout Liability, the Company used the Monte Carlo simulation value model using a distribution of potential outcomes on a monthly basis over a 10-year period prioritizing the most reliable information available. The assumptions utilized in the calculation were based on the achievement of certain stock price milestones, including the current Common Stock price, expected volatility, risk-free rate, expected term and expected dividend yield (see Note 7 — Stockholders’ Equity). Contingent earnout payments involve certain assumptions requiring significant judgment and actual results can differ from assumed and estimated amounts.

In determining the fair value of the Private Placement Warrants liability, the Company used the Monte Carlo simulation valuation model to estimate the fair value utilizing assumptions including the current Company stock price, expected volatility, risk-free rate, expected term and expected dividend yield (see Note 7 — Stockholders’ Equity).

The Company’s money market funds are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. Certificates of deposit are carried at amortized cost in the Company’s condensed consolidated balance sheets, which approximates their fair value based on Level 2 inputs. The carrying values of other receivables, accounts payable and accrued expenses as of March 31, 2023 and December 31, 2022 approximated their fair values due to the short-term nature of these items.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Stock-based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Number of Shares
Options outstanding, beginning of period (in shares)	7,203,874
Granted (in shares)	134,200
Exercised (in shares)	(100,158)
Forfeited (in shares)	(63,356)
Options outstanding, end of period (in shares)	7,174,560	7,203,874
Number of shares, vested and exercisable (in shares)	3,312,364
Number of shares, vested and expected to vest (in shares)	7,174,560
Weighted Average Exercise Price Per Share
Options outstanding, beginning of period (in dollars per share)	$ 5.90
Granted (in dollars per share)	2.85
Exercised (in dollars per share)	1.19
Forfeited (in dollars per share)	5.17
Options outstanding, end of period (in dollars per share)	5.91	$ 5.90
Weighted average exercise price, vested and exercisable (in dollars per share)	6.66
Weighted average exercise price, vested and expected to vest (in dollars per share)	$ 5.91
Weighted Average Remaining Contractual Term and Aggregate Intrinsic Value
Weighted average remaining contractual term, outstanding (in years)	7 years 3 months 18 days	7 years 6 months
Weighted average remaining contractual term, vested and exercisable (in years)	5 years 2 months 12 days
Weighted average remaining contractual term, vested and expected to vest (in years)	7 years 3 months 18 days
Aggregate intrinsic value, outstanding	$ 1,039	$ 429
Aggregate intrinsic value, vested and exercisable	964
Aggregate intrinsic value, vested and expected to vest	$ 1,039

Stockholders' Equity - Private Placement Warrants (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($) $ / shares yr	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($) $ / shares yr	Aug. 26, 2021 USD ($)
Class of Warrant or Right [Line Items]
Common stock warrant liabilities	$ 122		$ 80
Loss (gain) on fair value of common stock warrant liabilities (less than)	42	$ (74)
Private Placement Warrants
Class of Warrant or Right [Line Items]
Common stock warrant liabilities	100		$ 100	$ 600
Loss (gain) on fair value of common stock warrant liabilities (less than)	$ 100	$ (100)
Private Placement Warrants \| Market price of public stock
Class of Warrant or Right [Line Items]
Warrants, measurement input \| $ / shares	3.09		2.11
Private Placement Warrants \| Exercise price
Class of Warrant or Right [Line Items]
Warrants, measurement input \| $ / shares	11.50		11.50
Private Placement Warrants \| Expected term (years)
Class of Warrant or Right [Line Items]
Warrants, measurement input \| yr	3.41		3.65
Private Placement Warrants \| Expected share price volatility
Class of Warrant or Right [Line Items]
Warrants, measurement input	0.730		0.783
Private Placement Warrants \| Risk-free interest rate
Class of Warrant or Right [Line Items]
Warrants, measurement input	0.0377		0.0414
Private Placement Warrants \| Estimated dividend yield
Class of Warrant or Right [Line Items]
Warrants, measurement input	0		0

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Revenue Interest Purchase Agreement On May 12, 2023, Humacyte, Inc. and Humacyte Global, Inc. 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 existing credit facility with SVB, and for other general corporate purposes. Pursuant to the Purchase Agreement, on May 12, 2023, the Purchasers purchased certain revenue interests (the “Revenue Interests”) from Global in exchange for an initial payment of $40.0 million, less certain transaction expenses, which was used to repay in full the Company’s existing obligations under the Loan Agreement with SVB. The Company will also be entitled to receive up to approximately $110.0 million in subsequent installments subject to the terms and conditions set forth in the Purchase Agreement, as follows: (i) $20.0 million upon the Company’s BLA being accepted on or prior to March 31, 2024, (ii) $40.0 million, at the Company’s option, upon the Company receiving FDA approval of the HAV for the vascular trauma indication on or prior to December 31, 2024 and (iii) $50.0 million, at the Company’s option, upon reaching $35.0 million trailing worldwide three-month net sales any time prior to December 31, 2025. Pursuant to the Purchase Agreement, the Revenue Interests entitle the Purchasers to receive a royalty initially equal to 7.5% (the “Rate”) of global net sales of the Company’s products (subject to a lower rate for net sales by specified licensees outside the United States), to be paid on a calendar quarterly basis (the “Revenue Interest Payments”). If the Purchasers have not received cumulative Revenue Interest Payments equal to 100% of the amount funded to date (the “Cumulative Purchaser Payments”) by the last Business Day of 2028 (the “Test Date”), (a) then following such date, the Rate shall increase to a rate that, had such increased rate applied during the period from May 12, 2023 through and including the Test Date, would have provided the Purchasers with cumulative Revenue Interest Payments equal to the Cumulative Purchaser Payments as of the Test Date, and (b) Global must promptly make a payment to the Purchasers of an amount equal to 100% of the Cumulative Purchaser Payments as of the Test Date less the total Revenue Interest Payments made by Global to the Purchasers under the Purchase Agreement as of the Test Date. Global’s obligation to make Revenue Interest Payments shall terminate on the date on which the Purchasers have received Revenue Interest Payments of 150% of the Cumulative Purchaser Payments as of such date unless the Purchase Agreement is terminated earlier due to the Purchaser’s exercise of a Put Option after the occurrence of a Put Option Event, the Company’s exercise of a call option, or by mutual consent; provided, however, that if on the Test Date, the Purchasers have received Revenue Interest Payments equal to less than 150% of the Cumulative Purchase Payments as of such date, the Purchase Agreement shall instead terminate on the date on which the Purchasers have received Revenue Interest Payments of 195% of the Cumulative Purchase Payments as of such date. Under the Purchase Agreement, Global has an option (the “Call Option”) to repurchase the Revenue Interests and terminate the Purchase Agreement at any time upon advance written notice. Additionally, the Purchasers have an option (the “Put Option”) to terminate the Purchase Agreement and to require Global to repurchase the Revenue Interests upon enumerated events such as a bankruptcy event, an uncured material breach, a material adverse effect or a change of control. If the Put Option is exercised prior to August 12, 2024 by the Purchasers (except pursuant to a change of control), the required repurchase price will be 125% of the Cumulative Purchaser Payments (minus the aggregate Revenue Interest payments Global has made to the Purchasers as of such date). If (i) the Put Option is exercised on or prior to August 12, 2024 by the Purchasers after the occurrence of a change of control, (ii) the Put Option is exercised after August 12, 2024 until May 12, 2026, or (iii) the Call Option is exercised on or prior to May 12, 2026, then in each case, the required repurchase price will be 175% of the Cumulative Purchaser Payments (minus the aggregate Revenue Interest Payments Global has made to the Purchasers as of such date). If a Put Option or Call Option is exercised after May 12, 2026, the required repurchase price will be 195% of the Cumulative Purchaser Payments (minus the aggregate Revenue Interest Payments Global has made to the Purchasers as of such date). 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. The Company has provided a parent company guaranty to guarantee the payment in full of the obligations under the Purchase Agreement. The Company’s obligations under the parent company guaranty and Global’s obligations under the Purchase Agreement and the Revenue Interests are secured by a perfected security interest on substantially all of the Company’s and Global’s assets. In connection with the Purchase Agreement, the Company also entered into an option agreement with TPC Investments III LP and TPC Investment Solutions LP (the “Option Agreement”), which gives TPC Investments III LP and TPC Investment Solutions LP (the “Holders”) the right to purchase, in the aggregate, up to $10.0 million worth of shares of common stock of the Company (the “Shares”) at an exercise price per share equal to the greater of $7.50, or the 15 day volume-weighted average price as of the exercise date, exercisable in cash only at any time prior to the earlier of (i) December 31, 2026 and (ii) the closing date of a corporate reorganization. The Holders also received certain registration rights relating to the Shares under the Option Agreement.

Accrued Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Accrued Liabilities, Current [Abstract]
Accrued external research, development and manufacturing costs	$ 3,283	$ 2,437
Accrued employee compensation and benefits	2,848	4,227
Accrued professional fees	280	444
Total	$ 6,411	$ 7,108

Stockholders' Equity (Tables)

3 Months Ended

Mar. 31, 2023

Stockholders' Equity Note [Abstract]

Summary Of Common Stock Reserved For Future Issuances

As of March 31, 2023, the Company had reserved Common Stock for future issuances as follows:


			March 31, 2023
Common stock reserved for Contingent Earnout Shares			15,000,000
Exercise of options under stock plans			7,174,560
Issuance of options under stock plans			6,630,044
Shares available for grant under ESPP			1,030,033
Warrants to purchase Common Stock			5,588,506
			35,423,143

Summary Of Common Stock Warrants Outstanding

The Company had the following Common Stock warrants outstanding as of March 31, 2023 and December 31, 2022:


			Common Stock Warrants Outstanding

Legacy Humacyte Common Stock Warrants			411,006
Private Placement Warrants			177,500
Public Warrants			5,000,000
Total Common Stock Warrants			5,588,506

Schedule Of Assumptions Used In The Valuations

The Private Placement Warrants were valued using the following assumptions under the Monte Carlo simulation value model:


	March 31, 2023			December 31, 2022
Market price of public stock	$	3.09		$	2.11
Exercise price	$	11.50		$	11.50
Expected term (years)	3.41			3.65
Expected share price volatility	73.0		%	78.3		%
Risk-free interest rate	3.77		%	4.14		%
Estimated dividend yield	0		%	0		%

Assumptions used in the valuations are described below:


	March 31, 2023			December 31, 2022
Current stock price	$	3.09		$	2.11
Expected share price volatility	88.6		%	89.0		%
Risk-free interest rate	3.48		%	3.88		%
Estimated dividend yield	0.0		%	0		%
Expected term (years)	10.00			10.00

Stockholders' Equity - Preferred Stock (Details) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Stockholders' Equity Note [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	20,000,000	20,000,000
Preferred stock, shares outstanding (in shares)	0	0