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Summary of Significant Accounting Policies - Net Loss per Share Attributable to Common Stockholders (Details) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001

Related Party Transactions	6 Months Ended
Related Party Transactions	Jun. 30, 2024
Related Party Transactions [Abstract]
Related Party Transactions	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 converted into 15,812,735 shares of Common Stock. In August 2021, Fresenius Medical Care invested $25 million as part of a private placement offering related to the Merger (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 ATEV 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. Agreements with Frenova Renal Research In May 2022 and June 2023, the Company entered into three services agreements with Frenova Renal Research (“Frenova”), a subsidiary of Fresenius Medical Care, to conduct a study to review the outcomes of 178,575 adult patients who received in-center dialysis at Fresenius Kidney Care dialysis centers. The Company expensed approximately $0.2 million for clinical research services performed by Frenova during each of the three and six months ended June 30, 2023. There were no amounts expensed under the agreements with Frenova during the three and six months ended June 30, 2024. 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 June 30, 2024 and December 31, 2023, the Company was a party to license agreements with Yale University as described in Note 11 — Commitments and Contingencies above. Amounts expensed in relation to the license agreements with Yale University were insignificant during the three and six months ended June 30, 2024 and 2023.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Stockholders' Equity - Common Stock for Future Issuances (Details) - $ / shares	Jun. 30, 2024	May 12, 2023
Class of Stock [Line Items]
Reserved common stock for future issuances (in shares)	41,283,077
TPC Investments III LP and TPC Investment Solutions LP \| Option Purchase Agreement
Class of Stock [Line Items]
Option agreement, minimum exercise price (in dollars per share)		$ 7.50
Common stock reserved for Contingent Earnout Shares
Class of Stock [Line Items]
Reserved common stock for future issuances (in shares)	15,000,000
Common stock reserved for Option Agreement
Class of Stock [Line Items]
Reserved common stock for future issuances (in shares)	1,333,334
Exercise of options outstanding under stock plans
Class of Stock [Line Items]
Reserved common stock for future issuances (in shares)	12,521,655
Options available for issuance under stock plans
Class of Stock [Line Items]
Reserved common stock for future issuances (in shares)	5,809,549
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

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2024

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 subsidiary. 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, revenue interest liability, derivative liabilities, 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 June 30, 2024 and its results of operations for the three and six months ended June 30, 2024 and 2023, and cash flows for the six months ended June 30, 2024 and 2023. The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or any other period. The December 31, 2023 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, 2023 and the related notes included in the Company’s Annual Report on Form 10-K, filed with the SEC on March 28, 2024 (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, 2023 and 2022 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. Total cash balances exceeded insured balances by the Federal Deposit Insurance Corporation as of June 30, 2024 and December 31, 2023. As of both June 30, 2024 and December 31, 2023, the Company had cash equivalents held in highly rated money market funds that are invested only in obligations of the U.S. government and its agencies.

Restricted Cash

The Company classifies as restricted cash all cash pledged as collateral to secure long-term obligations and all cash whose use is otherwise limited by contractual provisions. As of both June 30, 2024 and December 31, 2023, restricted cash consisted of $0.2 million in funds maintained in a separate deposit account to secure a letter of credit for the benefit of the lessor of the Company’s headquarters lease, and $0.1 million in cash balances held as collateral for the Company’s employee credit card program.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the total of the amounts shown in the condensed consolidated statements of cash flows as of June 30, 2024 and December 31, 2023.


($ in thousands)	June 30, 2024		December 31, 2023

Cash and cash equivalents	$	93,563	$	80,448
Restricted cash included in prepaid expenses and other current assets	144		144
Restricted cash included in other long-term assets	209		209
Total cash, cash equivalents and restricted cash	$	93,916	$	80,801

Employee Retention Credit

The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) provided refundable employee retention credits, which could be used to offset payroll tax liabilities. Under the provisions of the extension of the CARES Act, the Company qualified for the employee retention credit for the first three quarters of 2021, and the Company applied for the credit in February 2023. As there is no authoritative guidance under U.S. GAAP for accounting for grants to for-profit business entities, the Company accounted for the grant by applying Accounting Standards Codification (“ASC”) 450, Contingencies. The Company received an employee retention credit of $3.1 million in July 2023, and recognized the credit as a component of other income (expense), net on the condensed consolidated statement of operations and comprehensive loss during the three and six months ended June 30, 2023 after the Company received notices from the Internal Revenue Service specifying the amount of the credit receivable, and all uncertainties were resolved regarding receipt of the credit.

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 shares of the Company’s common stock, par value $0.0001 per share (“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 and six months ended June 30, 2024 and 2023, basic and diluted net loss per share is the same for each period.

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.


	Three and Six Months Ended June 30,
		2024	2023





Exercise of options under stock plan		12,521,655	7,263,434
Warrants to purchase Common Stock		5,588,506	5,588,506

The 15,000,000 Contingent Earnout Shares, as defined in Note 8, 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. The Option Agreement, as defined in Note 6 — Revenue Interest Purchase Agreement, is excluded from the anti-dilutive table for all periods presented based on the Company’s assumption that the Option Agreement will not be exercised unless the Company’s stock price exceeds $7.50 per share, the minimum purchase price under the Option Agreement.

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 its ongoing V007 and V012 Phase 3 clinical trials, the regulatory approval and commercialization of its ATEVs and other product candidates, the expected size of the target populations for the Company’s product candidates, the degree of market acceptance of the ATEVs, if approved, the availability of third-party coverage and reimbursement, development by competitors of new technological innovations, the ability to manufacture ATEVs 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 ATEV for certain specified indications outside the United States.

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). The FASB issued this update to improve the disclosures about an entity’s reportable segments, including providing more detailed information about a reportable segment’s expenses, enhancing interim disclosure requirements and providing new segment disclosure requirements for entities with a single reportable segment. This standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. Entities should apply the amendments retrospectively to all prior periods presented in the financial statements. This ASU is applicable to the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2024, and subsequent interim periods. The Company is currently evaluating the impact of adopting ASU 2023-07 on its disclosures included in the notes to the consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740), Improvements to Income Tax Disclosures” (“ASU 2023-09”). The FASB issued this update to improve the transparency and comparability of income tax disclosures, including requiring consistent categories and greater disaggregation of information in the rate reconciliation and further disaggregation of income taxes paid by jurisdiction. This standard is effective for fiscal years beginning after December 15, 2024, with early adoption is permitted. Entities should apply the amendments prospectively, with retrospective application permitted. This ASU is applicable to the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2025. The Company is currently evaluating the impact of adopting ASU 2023-09 on its disclosures included in the notes to the consolidated financial statements.

Summary of Significant Accounting Policies - Employee Retention Credit (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended
	Jul. 31, 2023	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Accounting Policies [Abstract]
Employee retention credit	$ 3,100	$ 0	$ 3,107	$ 0	$ 3,107

Stockholders' Equity - Warrants Narrative (Details) - $ / shares	Aug. 26, 2021	Jun. 30, 2024	Dec. 31, 2023	Dec. 31, 2021
Class of Warrant or Right [Line Items]
Warrants (in shares)		5,588,506	5,588,506
Warrants, exercise price (in dollars per share)	$ 11.50
Number of shares of common stock called by each warrant (in shares)	1
Public Warrants
Class of Warrant or Right [Line Items]
Warrants (in shares)		5,000,000	5,000,000
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants (in shares)		177,500	177,500
Warrants to purchase Common Stock \| Term Loan Agreement
Class of Warrant or Right [Line Items]
Warrants (in shares)				411,006
Warrants, exercise price (in dollars per share)				$ 10.28
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

Property and Equipment, Net (Tables)

6 Months Ended

Jun. 30, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment, net consisted of the following:


($ in thousands)	June 30, 2024		December 31, 2023

Scientific and manufacturing equipment	$	28,552	$	28,400
Computer equipment	125		125
Software	1,032		682
Furniture and fixtures	1,066		1,066
Leasehold improvements	27,858		27,844
Construction in progress	43		—
	58,676		58,117
Accumulated depreciation	(33,856)		(31,326)
Property and equipment, net	$	24,820	$	26,791

Accrued Expenses (Tables)

6 Months Ended

Jun. 30, 2024

Accrued Liabilities, Current [Abstract]

Schedule of Accrued Expenses

Accrued expenses consisted of the following:


($ in thousands)	June 30, 2024		December 31, 2023

Accrued external research, development and manufacturing costs	$	4,288	$	3,845
Accrued employee compensation and benefits	3,997		5,238
Accrued professional fees	665		257
Total	$	8,950	$	9,340

Fair Value Measurements - Narrative (Details)	Jun. 30, 2024 year	Dec. 31, 2023 year
Expected term (years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	10.00	10.00
Expected term (years) \| Embedded Derivative Financial Instruments, Revenue Interest Purchase Agreement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent derivative, measurement input	10
Measurement Input, Revenue Forecast, Discount Rate \| Embedded Derivative Financial Instruments, Revenue Interest Purchase Agreement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent derivative, measurement input	0.141	0.145
Measurement Input, Payoff of Instrument, Discount Rate \| Embedded Derivative Financial Instruments, Revenue Interest Purchase Agreement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent derivative, measurement input	0.179	0.171
Contingent Earnout Liability \| Expected term (years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	10

Revenue Interest Purchase Agreement - Schedule of Revenue Interest Liability Activity (Details) - Revenue Interest Purchase Agreement - USD ($) $ in Thousands		3 Months Ended			6 Months Ended
	May 12, 2023	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Revenue Interest Liability Activity [Roll Forward]
Revenue interest liability at December 31, 2023		$ 57,959	$ 38,600		$ 38,600
Proceeds from revenue interest purchase agreement	$ 40,000		20,000
Interest expense recognized		2,119	1,411	$ 700	3,500	$ 700
Transaction costs accrued at March 31, 2024			(500)
Revenue interest liability at March 31, 2024		60,078	57,959		60,078
Revenue interest liability at June 30, 2024		$ 60,078	57,959		$ 60,078
Embedded Derivative Financial Instruments, Revenue Interest Purchase Agreement
Revenue Interest Liability Activity [Roll Forward]
Debt discount from embedded contingent derivative liability			$ (1,552)

- Definition

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

+ References + Details

Organization and Description of Business	6 Months Ended
Organization and Description of Business	Jun. 30, 2024
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 with the goal of improving the lives of patients and transforming 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. (“Legacy Humacyte”), AHAC and Hunter Merger Sub, Inc. (“Merger Sub”), a 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. 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. 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, proceeds from a revenue interest purchase agreement and, to a lesser extent, through governmental and other grants. At June 30, 2024 and December 31, 2023, the Company had an accumulated deficit of $625.9 million and $537.3 million, respectively. The Company’s operating losses were $56.1 million and $49.2 million for the six months ended June 30, 2024 and 2023, respectively. Net cash flows used in operating activities were $48.6 million and $41.2 million during the six months ended June 30, 2024 and 2023, 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. On August 9, 2024, the FDA informed the Company that the FDA required additional time to complete its review of the Company’s BLA for the ATEV in adults as a vascular conduit for extremity arterial injury when urgent revascularization is needed to avoid imminent limb loss, and autologous vein graft is not feasible. The Company will have an additional $40.0 million available for draw under the Purchase Agreement upon BLA approval, when and if received from the FDA. 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 further disclosed in Note 6, on May 12, 2023, Humacyte, Inc. and 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, to obtain financing with respect to the further development and commercialization of the Company’s ATEV, to repay the Company’s then-existing credit facility with SVB, and for other general corporate purposes. As of June 30, 2024, $60.1 million was recorded as a revenue interest liability on the condensed consolidated balance sheet. The Purchase Agreement contains customary representations and warranties and affirmative covenants for transactions of this type, including, among others, the provision of financial and other information to the Purchaser, notice to the Purchaser upon the occurrence of certain material events, and compliance with applicable laws. The Purchase Agreement also contains customary negative covenants, including certain restrictions on the ability to incur indebtedness and grant liens or security interests on assets. On February 18, 2024, the Company reached an agreement with the Purchasers and the Agent to waive certain breaches related to, and extend the deadline for certain post-closing obligations under, the Purchase Agreement, including the requirement for the Company to deliver a leasehold mortgage in favor of the Agent over the Company’s headquarters. On May 8, 2024, the Company agreed with the Purchasers to amend the Purchase Agreement to remove requirements related to the leasehold mortgage. In exchange for removing this requirement, the Company agreed to fund, no later than August 17, 2024, an account in the amount of $54.0 million over which the Agent will have certain consent and other rights to $50.0 million of the funds. As of the date of this filing, the Company has not funded the required amount but intends to do so prior to the August 17, 2024 deadline. If the Company does not fund the required amount by August 17, 2024, the Purchasers have the right to terminate the Purchase Agreement and to require Global to repurchase the Revenue Interests. See Note 6 for further information. The Company is required to evaluate whether there are conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern for at least one year from the issuance date of its financial statements. As of June 30, 2024, the Company had cash and cash equivalents of $93.6 million. As noted above, by August 17, 2024, the Company is required to fund the restricted cash account, in accordance with the amended Purchase Agreement, of which $50.0 million will not be subject to the Company’s unilateral control. Based on current plans and assumptions, which exclude this $50.0 million of cash and the potential approval of the BLA from its forecasted liquidity, the Company will not have sufficient cash and cash equivalents to fund its operations beyond one year from the issuance of these financial statements if the Company is unable to achieve approval of the ATEV and generate sufficient cash flows from commercial sales on a timely basis and/or obtain additional capital. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Accordingly, the Company will, over the course of the next year, require additional financing to continue its operations. Adequate additional capital may not be available to the Company when needed or on acceptable terms. If the Company is unable to raise sufficient capital when required, the Company may be required to reduce or discontinue its operations, sell assets, or cease all operations. The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern and contemplate the realization of assets and the satisfaction of liabilities in the normal course of business. The accompanying financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities or any other adjustments that might be necessary should the Company be unable to continue as a going concern.

Summary of Significant Accounting Policies - Segments (Details)	6 Months Ended
	Jun. 30, 2024 segment
Accounting Policies [Abstract]
Number of reportable segments	1
Number of operating segments	1

Stockholders' Equity - Preferred Stock (Details) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
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

Property and Equipment, Net (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 58,676		$ 58,676		$ 58,117
Accumulated depreciation	(33,856)		(33,856)		(31,326)
Property and equipment, net	24,820		24,820		26,791
Depreciation expense	1,300	$ 1,500	2,530	$ 3,026
Scientific and manufacturing equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	28,552		28,552		28,400
Computer equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	125		125		125
Software
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,032		1,032		682
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,066		1,066		1,066
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	27,858		27,858		27,844
Construction in progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 43		$ 43		$ 0

Cover Page - shares	6 Months Ended
Cover Page - shares	Jun. 30, 2024	Aug. 05, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
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		119,351,122
Entity Central Index Key	0001818382
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
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

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Statement of Comprehensive Income [Abstract]
Revenue	$ 0	$ 0	$ 0	$ 0
Operating expenses:
Research and development	23,753	20,540	45,017	37,818
General and administrative	5,746	6,191	11,060	11,425
Total operating expenses	29,499	26,731	56,077	49,243
Loss from operations	(29,499)	(26,731)	(56,077)	(49,243)
Other income (expense), net:
Interest income	1,310	1,479	2,341	2,954
Change in fair value of Contingent Earnout Liability	(25,571)	3,627	(30,164)	(10,564)
Interest expense	(2,515)	(1,710)	(4,331)	(3,409)
Change in fair value of derivative liabilities	(388)	(57)	(328)	(99)
Employee retention credit	0	3,107	0	3,107
Loss on extinguishment of debt	0	(2,421)	0	(2,421)
Total other income (expense), net	(27,164)	4,025	(32,482)	(10,432)
Net loss	(56,663)	(22,706)	(88,559)	(59,675)
Comprehensive loss	$ (56,663)	$ (22,706)	$ (88,559)	$ (59,675)
Net loss per share attributable to common stockholders, basic (in dollars per share)	$ (0.48)	$ (0.22)	$ (0.78)	$ (0.58)
Net loss per share attributable to common stockholders, diluted (in dollars per share)	$ (0.48)	$ (0.22)	$ (0.78)	$ (0.58)
Weighted-average shares outstanding used in computing net loss per share attributable to common stockholders, basic (in shares)	119,174,681	103,361,501	113,710,344	103,312,785
Weighted-average shares outstanding used in computing net loss per share attributable to common stockholders, diluted (in shares)	119,174,681	103,361,501	113,710,344	103,312,785

Property and Equipment, Net

6 Months Ended

Jun. 30, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

Property and equipment, net consisted of the following:


($ in thousands)	June 30, 2024		December 31, 2023

Scientific and manufacturing equipment	$	28,552	$	28,400
Computer equipment	125		125
Software	1,032		682
Furniture and fixtures	1,066		1,066
Leasehold improvements	27,858		27,844
Construction in progress	43		—
	58,676		58,117
Accumulated depreciation	(33,856)		(31,326)
Property and equipment, net	$	24,820	$	26,791

Depreciation expense totaled $1.3 million and $2.5 million for the three and six months ended June 30, 2024, respectively, and $1.5 million and $3.0 million for the three and six months ended June 30, 2023, respectively. All long-lived assets are maintained in the United States.

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2024

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 June 30, 2024
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents (money market funds)	$	91,748	$	—	$	—	$	91,748


Total financial assets	$	91,748	$	—	$	—	$	91,748
Liabilities:
Contingent Earnout Liability	$	—	$	—	$	68,080	$	68,080
Contingent derivative liability	—		—		4,266		4,266
Private Placement Warrants liability	—		—		285		285
Option Agreement liability	—		—		75		75
JDRF Agreement derivative liability	—		—		126		126
Total financial liabilities	$	—	$	—	$	72,832	$	72,832


($ in thousands)	Fair Value Measured as of December 31, 2023
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents (money market funds)	$	78,995	$	—	$	—	$	78,995


Total financial assets	$	78,995	$	—	$	—	$	78,995
Liabilities:
Contingent Earnout Liability	$	—	$	—	$	37,916	$	37,916
Contingent derivative liability	—		—		2,636		2,636
Private Placement Warrants liability	—		—		78		78
Option Agreement liability	—		—		35		35
JDRF Agreement derivative liability	—		—		28		28
Total financial liabilities	$	—	$	—	$	40,693	$	40,693

Schedule of Changes in Fair Value of Level 3 Financial Instruments

The following table presents a summary of the changes in the fair value of the Contingent Earnout Liability:


($ in thousands)	Contingent Earnout Liability
	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023

Fair value as of beginning of period	$	(42,509)	$	(42,084)	$	(37,916)	$	(27,893)
Change in fair value included in other income (expense), net	(25,571)		3,627		(30,164)		(10,564)
Fair value as of end of period	$	(68,080)	$	(38,457)	$	(68,080)	$	(38,457)

The following table presents a summary of the changes in the fair value of the Private Placement Warrants liability:


	Private Placement Warrants
	Three Months Ended June 30,				Six Months Ended June 30,
($ in thousands)	2024		2023		2024		2023

Fair value as of beginning of period	$	(121)	$	(122)	$	(78)	$	(80)
Change in fair value included in other income (expense), net	(164)		(36)		(207)		(78)
Fair value as of end of period	$	(285)	$	(158)	$	(285)	$	(158)

The following table presents a summary of the changes in the fair value of the contingent derivative liability, which is classified as a Level 3 financial instrument.


	Contingent Derivative Liability
	Three Months Ended June 30,				Six Months Ended June 30,
($ in thousands)	2024		2023		2024		2023

Fair value as of beginning of period	$	(4,079)	$	—	$	(2,636)	$	—
Fair value of embedded derivative upon issuance of debt	—		(2,354)		(1,552)		(2,354)
Change in fair value included in other income (expense), net	(187)		(38)		(78)		(38)
Fair value as of end of period	$	(4,266)	$	(2,392)	$	(4,266)	$	(2,392)

Organization and Description of Business (Details) $ in Thousands		3 Months Ended		6 Months Ended
	May 08, 2024 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)	May 12, 2023 purchaser
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Accumulated deficit		$ 625,873		$ 625,873		$ 537,314
Operating losses		29,499	$ 26,731	56,077	$ 49,243
Net cash used in operating activities				48,638	41,244
Revenue interest liability		60,078		60,078		38,600
Cash and cash equivalents		93,563		93,563		80,448
Additional purchase agreement proceeds				43,396	$ 0
Revenue Interest Purchase Agreement
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Number of purchasers \| purchaser							2
Revenue interest liability		60,100		60,100		$ 38,600
Contingent cash collateral to be funded	$ 54,000
Contingent cash collateral, restricted amount	$ 50,000
Revenue Interest Purchase Agreement \| Subsequent Installment Two
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Milestone payment potentially receivable		$ 40,000		$ 40,000

Stockholders' Equity - Common Stock (Details)		6 Months Ended
Stockholders' Equity - Common Stock (Details)	Mar. 05, 2024 USD ($) $ / shares shares	Jun. 30, 2024 USD ($) vote shares	Dec. 31, 2023 shares
Business Acquisition [Line Items]
Price per share (in dollars per share) \| $ / shares	$ 3.00
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
Public Stock Offering
Business Acquisition [Line Items]
Number of shares issued (in shares) \| shares	15,410,000
Net proceeds from public offering \| $	$ 43,000,000.0

Stock-based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	$ 1,437	$ 1,841	$ 2,891	$ 3,650
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	729	480	1,475	901
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	$ 708	$ 1,361	$ 1,416	$ 2,749

Summary of Significant Accounting Policies - Antidilutive Securities Excluded From Computation (Details) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	May 12, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Maximum contingent earnout (in shares)	15,000,000	15,000,000	15,000,000	15,000,000
TPC Investments III LP and TPC Investment Solutions LP \| Option Purchase Agreement
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Option agreement, minimum exercise price (in dollars per share)					$ 7.50
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)	12,521,655	7,263,434	12,521,655	7,263,434
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	5,588,506	5,588,506

Fair Value Measurements - Schedule of Changes in Fair Value of Contingent Derivative Liability (Details) - Embedded Derivative Financial Instruments, Revenue Interest Purchase Agreement - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Changes in the fair value of the Level 3 financial instruments
Beginning balance	$ (4,079)	$ 0	$ (2,636)	$ 0
Fair value of embedded derivative upon issuance of debt	0	(2,354)	(1,552)	(2,354)
Change in fair value included in other income (expense), net	(187)	(38)	(78)	(38)
Ending balance	$ (4,266)	$ (2,392)	$ (4,266)	$ (2,392)

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

Debt

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Debt

Revenue Interest Purchase Agreement

On May 12, 2023, Humacyte, Inc. and Global entered into the Purchase Agreement with the Purchasers, and another affiliate of Oberland Capital Management LLC, as agent for the Purchasers, to obtain financing with respect to the further development and commercialization of the Company’s ATEV, to repay the Company’s then-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 aggregate investment amount of up to $150.0 million (the “Investment Amount”) to be paid in multiple tranches. On May 12, 2023, the Company received an initial payment of $40.0 million, less certain transaction expenses, which was used to repay in full the Company’s then-existing obligations under the Loan Agreement with SVB, as defined in Note 7 — Debt. In February 2024, the FDA accepted the Company’s BLA for an indication in vascular trauma, and in accordance with the Purchase Agreement, on March 11, 2024, the Company received a subsequent installment of $20.0 million.

As of June 30, 2024, the Company is entitled to receive up to approximately $90.0 million in subsequent installments subject to the terms and conditions set forth in the Purchase Agreement, as follows: (i) $40.0 million, at the Company’s option, upon the Company receiving FDA approval of the ATEV for the vascular trauma indication on or prior to December 31, 2024 and (ii) $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. Each tranche is dependent on the satisfaction of the conditions and receipt of funds from the previous tranche.

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 do not receive 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”), the Rate will increase to a rate that, had such increased rate applied during the period from May 12, 2023 through the Test Date, would have provided the Purchasers with cumulative Revenue Interest Payments equal to the Cumulative Purchaser Payments as of the Test Date. Additionally, Global will be required to pay the Purchasers 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 terminates on the date on which the Purchasers have received Revenue Interest Payments of 150% of the Cumulative Purchaser Payments unless the Purchase Agreement is terminated earlier due to the Purchaser’s exercise of a Put Option, the Company’s exercise of a call option, or by mutual consent. However, if the Purchasers have not received such Revenue Interest Payments as of the Test Date, the Purchase Agreement will instead terminate on the date on which the Purchasers receive Revenue Interest Payments of 195% of the Cumulative Purchaser Payments.

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 (i) the Put Option is exercised by May 12, 2026, or (ii) 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. On February 18, 2024, the Company reached an agreement with the Purchasers and the Agent to waive certain breaches related to, and extend the deadline for certain post-closing obligations under, the Purchase Agreement, including the requirement for the Company to deliver a leasehold mortgage in favor of the Agent over the Company’s headquarters. On May 8, 2024, the Company agreed with the Purchasers to amend the Purchase Agreement, the effect of which is to remove requirements related to the leasehold mortgage. In exchange for the removal of these requirements, the Company committed to funding an account in an amount of $54.0 million by August 17, 2024, over which the Agent will have certain consent and other rights to $50.0 million of the funds.

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.

The Purchase Agreement is considered a sale of future revenues and accounted for as long-term debt recorded at amortized cost using the interest method.

The Company recorded a revenue interest liability related to the Purchase Agreement on the accompanying condensed consolidated balance sheet on the date the Company entered into the Purchase Agreement, net of a debt discount comprised of $2.1 million issuance costs and transaction costs, $0.1 million fair value allocated to the Option Agreement, defined below, and the $2.4 million initial fair value of the bifurcated contingent derivative liability related to the Put Option. The revenue interest liability is based on the Company’s contractual repayment obligation to the Purchasers, based on the current estimates of future revenues, over the life of the Purchase Agreement. The Company imputes interest expense associated with this liability using the interest method. The effective interest rate is calculated based on the rate that would enable the debt to be repaid in full over the anticipated life of the arrangement. The interest rate on this liability may vary during the term of the agreement depending on a number of factors, including the level and expected timing of forecasted net sales. The Company evaluates the interest rate quarterly based on its current net sales forecasts. If the level and timing of any forecasted net sales and related payments change, the Company prospectively adjusts the effective interest and the related amortization of the liability and related issuance costs on a quarterly basis.

As of June 30, 2024 and December 31, 2023, $60.1 million and $38.6 million, respectively, was recorded as a revenue interest liability. The estimated effective annual interest rate as of June 30, 2024 and December 31, 2023 was 14.6% and 14.1%, respectively. The Company recorded $2.1 million and $3.5 million in interest expense related to the Purchase Agreement for the three and six months ended June 30, 2024, respectively, and recorded $0.7 million in interest expense related to the Purchase Agreement for each of the three and six month periods ended June 30, 2023. The Company incurred and paid $0.5 million of transaction costs during the six months ended June 30, 2024 in connection with the Purchase Agreement. The transaction costs were capitalized to debt discount and are being amortized to interest expense over the estimated term of the debt, consistent with the issuance and transaction costs incurred in 2023 discussed above.

The Put Option under the Purchase Agreement that is exercisable by the Purchasers upon certain contingent events was determined to be an embedded derivative requiring bifurcation and separately accounted for as a single compound derivative instrument. At May 12, 2023, the Company recorded the initial fair value of the derivative liability of $2.4 million as a debt discount. On March 11, 2024, upon the issuance of the second installment of the Purchase Agreement of $20.0 million, the Company estimated the fair value of the embedded derivative and recorded a $1.6 million increase in fair value as a debt discount. The debt discount is being amortized to interest expense over the expected term of the debt using the interest method. See Note 3 — Fair Value Measurements for a further discussion of the fair value of the contingent derivative liability associated with the Put Option.

Revenue Interest Payments made as a result of the Company’s net product sales will reduce the revenue interest liability. During the three and six months ended June 30, 2024 and 2023, the Company did not record any product sales revenue.

The following table summarizes the revenue interest liability activity during the three and six months ended June 30, 2024:


($ in thousands)
Revenue interest liability at December 31, 2023	$	38,600
Proceeds from revenue interest purchase agreement	20,000



Debt discount from embedded contingent derivative liability	(1,552)

Interest expense recognized	1,411
Transaction costs accrued at March 31, 2024	(500)		(1)
Revenue interest liability at March 31, 2024	$	57,959
Interest expense recognized	2,119
Revenue interest liability at June 30, 2024	$	60,078

__________________________

(1)These transaction costs were paid during the three months ended June 30, 2024.

Option Agreement

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 “Option”) at a purchase 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 underlying the Option pursuant to the Option Agreement.

The Option granted to the Holders represents a freestanding instrument separate from the purchaser commitments outlined in the Purchase Agreement. The Option Agreement does not qualify for the equity contract scope exception under ASC 815-40 and the Company recorded the Option as a liability (“Option Agreement liability”) on the condensed consolidated balance sheet at an initial fair value of $55 thousand, with subsequent changes in the fair value to be recognized in the condensed consolidated statements of operations and comprehensive loss at each reporting date. The fair value of the Option Agreement liability as of June 30, 2024 and December 31, 2023 was $75 thousand and $35 thousand, respectively.

Debt

Pursuant to the Purchase Agreement, 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 its term loan agreement with Silicon Valley Bank (“SVB”) and SVB Innovation Credit Fund VIII, L.P., entered into on March 30, 2021, as amended in June 2021 and September 2021 (the “Loan Agreement”).

In connection with the termination of the Loan Agreement, the Company paid a prepayment premium of $0.3 million and recorded a loss on extinguishment of debt of $2.4 million during the three and six months ended June 30, 2023 in other income (expense), net in the condensed consolidated statements of operations and comprehensive loss.

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities
Net loss	$ (88,559)	$ (59,675)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	2,530	3,026
Stock-based compensation expense	2,891	3,650
Change in fair value of Contingent Earnout Liability	30,164	10,564
Non-cash interest expense	3,544	737
Change in fair value of derivative liabilities	328	99
Loss on extinguishment of debt	0	2,421
Loss on disposal of property and equipment	0	9
Amortization expense	1,040	1,030
Non-cash operating lease costs	26	24
Amortization of SVB debt discount	0	482
Changes in operating assets and liabilities:
Accounts receivable	0	31
Prepaid expenses and other current assets	283	(3,660)
Accounts payable	(638)	766
Accrued expenses	(221)	(724)
Operating lease obligation	(26)	(24)
Net cash used in operating activities	(48,638)	(41,244)
Cash flows from investing activities
Proceeds from maturity of short-term investments (certificates of deposit)	0	2,107
Purchase of property and equipment	(575)	(1,637)
Net cash (used in) provided by investing activities	(575)	470
Cash flows from financing activities
Proceeds from issuance of stock in public offering, net of underwriting fees	43,396	0
Payments of costs related to public offering	(350)	0
Proceeds from revenue interest purchase agreement, net of issuance costs	20,000	39,377
Payments of transaction costs related to revenue interest purchase agreement	(500)	(1,164)
Proceeds from the exercise of stock options	789	214
Proceeds from JDRF Agreement	240	80
Payments of finance lease principal	(1,247)	(1,091)
Principal payments on SVB loan	0	(31,500)
Payments for debt prepayment and extinguishment costs	0	(310)
Net cash provided by financing activities	62,328	5,606
Net increase (decrease) in cash, cash equivalents and restricted cash	13,115	(35,168)
Cash, cash equivalents and restricted cash at the beginning of the period	80,801	149,772
Cash, cash equivalents and restricted cash at the end of the period	93,916	114,604
Supplemental disclosure:
Cash paid for interest on SVB loan	0	1,613
Supplemental disclosure of noncash activities:
Debt discount from embedded contingent derivative liability	$ 1,552	$ 2,354

Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	May 12, 2023
Assets:
Total financial assets	$ 91,748	$ 78,995
Liabilities:
Contingent Earnout Liability	68,080	37,916
Private Placement Warrants liability	285	78
Total financial liabilities	72,832	40,693
Contingent derivative liability
Liabilities:
Derivative liability	4,266	2,636	$ 2,400
Option Agreement liability
Liabilities:
Derivative liability	75	35	$ 55
JDRF Agreement derivative liability
Liabilities:
Derivative liability	126	28
Level 1
Assets:
Total financial assets	91,748	78,995
Liabilities:
Contingent Earnout Liability	0	0
Private Placement Warrants liability	0	0
Total financial liabilities	0	0
Level 1 \| Contingent derivative liability
Liabilities:
Derivative liability	0	0
Level 1 \| Option Agreement liability
Liabilities:
Derivative liability	0	0
Level 1 \| JDRF Agreement derivative liability
Liabilities:
Derivative liability	0	0
Level 2
Assets:
Total financial assets	0	0
Liabilities:
Contingent Earnout Liability	0	0
Private Placement Warrants liability	0	0
Total financial liabilities	0	0
Level 2 \| Contingent derivative liability
Liabilities:
Derivative liability	0	0
Level 2 \| Option Agreement liability
Liabilities:
Derivative liability	0	0
Level 2 \| JDRF Agreement derivative liability
Liabilities:
Derivative liability	0	0
Level 3
Assets:
Total financial assets	0	0
Liabilities:
Contingent Earnout Liability	68,080	37,916
Private Placement Warrants liability	285	78
Total financial liabilities	72,832	40,693
Level 3 \| Contingent derivative liability
Liabilities:
Derivative liability	4,266	2,636
Level 3 \| Option Agreement liability
Liabilities:
Derivative liability	75	35
Level 3 \| JDRF Agreement derivative liability
Liabilities:
Derivative liability	126	28
Cash equivalents (money market funds)
Assets:
Cash equivalents	91,748	78,995
Cash equivalents (money market funds) \| Level 1
Assets:
Cash equivalents	91,748	78,995
Cash equivalents (money market funds) \| Level 2
Assets:
Cash equivalents	0	0
Cash equivalents (money market funds) \| Level 3
Assets:
Cash equivalents	$ 0	$ 0

Revenue Interest Purchase Agreement (Tables)

6 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Revenue Interest Liability Activity

The following table summarizes the revenue interest liability activity during the three and six months ended June 30, 2024:


($ in thousands)
Revenue interest liability at December 31, 2023	$	38,600
Proceeds from revenue interest purchase agreement	20,000



Debt discount from embedded contingent derivative liability	(1,552)

Interest expense recognized	1,411
Transaction costs accrued at March 31, 2024	(500)		(1)
Revenue interest liability at March 31, 2024	$	57,959
Interest expense recognized	2,119
Revenue interest liability at June 30, 2024	$	60,078

__________________________

(1)These transaction costs were paid during the three months ended June 30, 2024.

- 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

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section S99
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+ Details

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash


($ in thousands)	June 30, 2024		December 31, 2023

Cash and cash equivalents	$	93,563	$	80,448
Restricted cash included in prepaid expenses and other current assets	144		144
Restricted cash included in other long-term assets	209		209
Total cash, cash equivalents and restricted cash	$	93,916	$	80,801

Schedule 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.


	Three and Six Months Ended June 30,
		2024	2023





Exercise of options under stock plan		12,521,655	7,263,434
Warrants to purchase Common Stock		5,588,506	5,588,506

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net loss	$ (56,663)	$ (31,896)	$ (22,706)	$ (36,969)	$ (88,559)	$ (59,675)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Accrued Expenses

6 Months Ended

Jun. 30, 2024

Accrued Liabilities, Current [Abstract]

Accrued Expenses

Accrued expenses consisted of the following:


($ in thousands)	June 30, 2024		December 31, 2023

Accrued external research, development and manufacturing costs	$	4,288	$	3,845
Accrued employee compensation and benefits	3,997		5,238
Accrued professional fees	665		257
Total	$	8,950	$	9,340

Stockholders' Equity (Tables)

6 Months Ended

Jun. 30, 2024

Stockholders' Equity Note [Abstract]

Schedule of Common Stock Reserved for Future Issuances

As of June 30, 2024, the Company had reserved Common Stock for future issuances as follows:


	June 30, 2024
Common stock reserved for Contingent Earnout Shares	15,000,000
Common stock reserved for Option Agreement	1,333,334	(1)
Exercise of options outstanding under stock plans	12,521,655
Options available for issuance under stock plans	5,809,549
Shares available for grant under ESPP	1,030,033
Warrants to purchase Common Stock	5,588,506
	41,283,077

___________________________

(1)Assumes the exercise of the entire Option as provided for in the Option Agreement at the minimum purchase price of $7.50 per share.

Schedule of Common Stock Warrants Outstanding

The Company had the following Common Stock warrants outstanding as of June 30, 2024 and December 31, 2023:


			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:


	June 30, 2024			December 31, 2023
Market price of public stock	$	4.80		$	2.84
Exercise price	$	11.50		$	11.50
Expected term (years)	2.16			2.65
Expected share price volatility	96.0		%	75.0		%
Risk-free interest rate	4.68		%	4.09		%
Estimated dividend yield	0		%	0		%

Assumptions used in the valuations are described below:


	June 30, 2024			December 31, 2023
Current stock price	$	4.80		$	2.84
Expected share price volatility	88.6		%	86.7		%
Risk-free interest rate	4.36		%	3.88		%
Estimated dividend yield	0		%	0		%
Expected term (years)	10.00			10.00

Stock-based Compensation (Tables)

6 Months Ended

Jun. 30, 2024

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 assumptions in the Black-Scholes option-pricing model:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023

Estimated dividend yield	0	%	0	%	0	%	0	%
Expected share price volatility (weighted average and range, if applicable)	91.6% (91.6% to 91.6%)		88.9% (88.8% to 88.9%)		91.5% (90.8% to 91.6%)		88.8% (88.6% to 88.9%
Risk-free interest rate (weighted average and range, if applicable)	4.31% (4.24% to 4.41%)		3.86% (3.86% to 3.87%)		4.28% (4.07% to 4.41%)		3.78% (3.58% to 3.87%)
Expected term of options (in years)	6.25		6.25		6.25		6.25

Schedule 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 and six months ended June 30, 2024 and 2023:


	Three Months Ended June 30,				Six Months Ended June 30,
($ in thousands)	2024		2023		2024		2023
Research and development	$	729	$	480	$	1,475	$	901
General and administrative	708		1,361		1,416		2,749
Total	$	1,437	$	1,841	$	2,891	$	3,650

Schedule of Stock Option Activity

A summary of option activity under the Company’s stock option plans during the six months ended June 30, 2024 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, 2023	11,919,421	$	4.64	8.3	$	383
Granted	1,184,550	$	6.61
Exercised	(263,960)	$	2.99
Forfeited	(318,356)	$	3.78
Options outstanding at June 30, 2024	12,521,655	$	4.89	8.1	$	15,242
Vested and exercisable, June 30, 2024	4,418,097	$	7.21	5.9	$	2,446
Vested and expected to vest, June 30, 2024	12,521,655	$	4.89	8.1	$	15,242

Commitments and Contingencies (Details) $ in Thousands	1 Months Ended				3 Months Ended	6 Months Ended
Commitments and Contingencies (Details) $ in Thousands	Jun. 30, 2024 USD ($)	May 30, 2024 USD ($)	Apr. 30, 2023 USD ($)	Aug. 31, 2019 USD ($)	Mar. 31, 2024 USD ($)	Jun. 30, 2024 USD ($) shares	Dec. 31, 2023 USD ($)	Apr. 01, 2023 USD ($) installment
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Other long-term liabilities	$ 1,264					$ 1,264	$ 789
Embedded Derivative Financial Instruments, JDRF Agreement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Termination period								90 days
Milestone payment potentially receivable								$ 800
Milestone Payments	320
Other long-term liabilities	$ 228					$ 228	69
Royalty cap, actual award multiplier								4
Number of installments \| installment								3
Net sales minimum threshold for additional royalty								$ 250,000
Disposition payment percentage								0.10
Cure period								30 days
Embedded Derivative Financial Instruments, JDRF Agreement \| First Milestone Payment
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone Payments			$ 80
Embedded Derivative Financial Instruments, JDRF Agreement \| Second Milestone Payment
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone Payments		$ 90
Embedded Derivative Financial Instruments, JDRF Agreement \| Third Milestone Payment
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone Payments		$ 150
Duke University \| Decellularized Tissue Engineering Patent Rights \| License Agreement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares issued under agreement (in shares) \| shares						52,693
Expiration period of agreement						4 years
Termination period	3 months					3 months
License fee payable							$ 500
License fees paid					$ 500
Yale University \| License Agreement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Termination period	90 days					90 days
Maximum annual maintenance fee, less than						$ 100
Yale University \| License Agreement \| Regulatory Milestone
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Collaborative arrangement, milestone payments						200
Yale University \| License Agreement \| Commercial Milestone
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Collaborative arrangement, milestone payments						$ 600
Yale University \| BVP Patent Rights \| License Agreement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Maximum annual maintenance fee, less than				$ 100
Yale University \| Tubular Prostheses Patent Rights \| License Agreement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Maximum annual maintenance fee, less than				$ 100

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
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)	119,347,688	103,673,728
Common stock, shares outstanding (in shares)	119,347,688	103,673,728

Revenue Interest Purchase Agreement - Narrative (Details) $ / shares in Units, $ in Thousands				3 Months Ended			6 Months Ended
	May 08, 2024 USD ($)	Mar. 11, 2024 USD ($)	May 12, 2023 USD ($) $ / shares	Jun. 30, 2024 USD ($)	Mar. 31, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)
Revenue Interest Liability [Line Items]
Revenue interest liability				$ 60,078			$ 60,078		$ 38,600
Embedded Derivative Financial Instruments, Revenue Interest Purchase Agreement \| Recurring
Revenue Interest Liability [Line Items]
Derivative liability			$ 2,400	4,266			4,266		2,636
Equity Option \| Recurring
Revenue Interest Liability [Line Items]
Derivative liability			55	75			75		35
Revenue Interest Purchase Agreement
Revenue Interest Liability [Line Items]
Total investment amount			150,000
Upfront payment received			$ 40,000
Aggregate milestone payments potentially receivable				90,000			90,000
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
Contingent cash collateral to be funded	$ 54,000
Contingent cash collateral, restricted amount	$ 50,000
Issuance and transaction costs incurred and paid in connection with the Purchase Agreement			$ 2,100				500
Revenue interest liability				$ 60,100			$ 60,100		$ 38,600
Effective interest rate				14.60%			14.60%		14.10%
Interest expense				$ 2,119	$ 1,411	$ 700	$ 3,500	$ 700
Revenue Interest Purchase Agreement \| Embedded Derivative Financial Instruments, Revenue Interest Purchase Agreement
Revenue Interest Liability [Line Items]
Debt discount from embedded contingent derivative liability		$ 1,600	2,400
TPC Investments III LP and TPC Investment Solutions LP \| Option Purchase Agreement
Revenue Interest Liability [Line Items]
Option agreement, value of shares authorized for issuance			$ 10,000
Option agreement, minimum exercise price (in dollars per share) \| $ / shares			$ 7.50
Option agreement, number of days volume-weighted average price			15 days
Period Two \| Revenue Interest Purchase Agreement
Revenue Interest Liability [Line Items]
Percentage of cumulative purchaser payments, repurchase price			1.75
Period Three \| Revenue Interest Purchase Agreement
Revenue Interest Liability [Line Items]
Percentage of cumulative purchaser payments, repurchase price			1.95
Subsequent Installment One \| Revenue Interest Purchase Agreement
Revenue Interest Liability [Line Items]
Milestone payment received		$ 20,000
Subsequent Installment Two \| Revenue Interest Purchase Agreement
Revenue Interest Liability [Line Items]
Milestone payment potentially receivable				40,000			40,000
Subsequent Installment Three \| Revenue Interest Purchase Agreement
Revenue Interest Liability [Line Items]
Milestone payment potentially receivable				50,000			50,000
Trailing worldwide three-month net sales threshold				$ 35,000			$ 35,000

Stockholders' Equity - Warrants (Details) - shares	Jun. 30, 2024	Dec. 31, 2023
Class of Warrant or Right [Line Items]
Warrants (in shares)	5,588,506	5,588,506
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

Summary of Significant Accounting Policies - Restricted Cash (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023	Dec. 31, 2022
Restricted Cash and Cash Equivalents Items [Line Items]
Cash and cash equivalents	$ 93,563	$ 80,448
Total cash, cash equivalents and restricted cash	93,916	80,801	$ 114,604	$ 149,772
Prepaid Expenses and Other Current Assets
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted cash	144	144
Other Long-Term Assets
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted cash	$ 209	$ 209

Fair Value Measurements - Changes in Fair Value of Level 3 Financial Instruments (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Contingent Earnout Liability
Changes in the fair value of the Level 3 financial instruments
Beginning balance	$ (42,509)	$ (42,084)	$ (37,916)	$ (27,893)
Change in fair value included in other income (expense), net	(25,571)	3,627	(30,164)	(10,564)
Ending balance	(68,080)	(38,457)	(68,080)	(38,457)
Private Placement Warrants
Changes in the fair value of the Level 3 financial instruments
Beginning balance	(121)	(122)	(78)	(80)
Change in fair value included in other income (expense), net	(164)	(36)	(207)	(78)
Ending balance	$ (285)	$ (158)	$ (285)	$ (158)

Fair Value Measurements

6 Months Ended

Jun. 30, 2024

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. 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’s money market funds are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The carrying values of cash, prepaid expenses and other current assets, accounts payable and accrued expenses as of June 30, 2024 and December 31, 2023 approximated their fair values due to the short-term nature of these items.

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 June 30, 2024
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents (money market funds)	$	91,748	$	—	$	—	$	91,748


Total financial assets	$	91,748	$	—	$	—	$	91,748
Liabilities:
Contingent Earnout Liability	$	—	$	—	$	68,080	$	68,080
Contingent derivative liability	—		—		4,266		4,266
Private Placement Warrants liability	—		—		285		285
Option Agreement liability	—		—		75		75
JDRF Agreement derivative liability	—		—		126		126
Total financial liabilities	$	—	$	—	$	72,832	$	72,832


($ in thousands)	Fair Value Measured as of December 31, 2023
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents (money market funds)	$	78,995	$	—	$	—	$	78,995


Total financial assets	$	78,995	$	—	$	—	$	78,995
Liabilities:
Contingent Earnout Liability	$	—	$	—	$	37,916	$	37,916
Contingent derivative liability	—		—		2,636		2,636
Private Placement Warrants liability	—		—		78		78
Option Agreement liability	—		—		35		35
JDRF Agreement derivative liability	—		—		28		28
Total financial liabilities	$	—	$	—	$	40,693	$	40,693

The fair value of the Contingent Earnout Liability, Private Placement Warrants liability (as defined in Note 8 — Stockholders’ Equity), contingent derivative liability related to the Put Option (as defined in Note 6 — Revenue Interest Purchase Agreement and discussed below), Option Agreement liability (as defined in Note 6 — Revenue Interest Purchase Agreement), and the derivative liability associated with the JDRF Agreement Disposition Payment are based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. The fair values of the Private Placement Warrants liability, the Option Agreement liability and the derivative liability associated with the JDRF Agreement Disposition Payment, are included in other long-term liabilities on the condensed consolidated balance sheets.

Contingent Earnout Liability

The following table presents a summary of the changes in the fair value of the Contingent Earnout Liability:


($ in thousands)	Contingent Earnout Liability
	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023

Fair value as of beginning of period	$	(42,509)	$	(42,084)	$	(37,916)	$	(27,893)
Change in fair value included in other income (expense), net	(25,571)		3,627		(30,164)		(10,564)
Fair value as of end of period	$	(68,080)	$	(38,457)	$	(68,080)	$	(38,457)

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 8 — Stockholders’ Equity). Contingent earnout payments involve certain assumptions requiring significant judgment and actual results can differ from assumed and estimated amounts.

Private Placement Warrants Liability

The following table presents a summary of the changes in the fair value of the Private Placement Warrants liability:


	Private Placement Warrants
	Three Months Ended June 30,				Six Months Ended June 30,
($ in thousands)	2024		2023		2024		2023

Fair value as of beginning of period	$	(121)	$	(122)	$	(78)	$	(80)
Change in fair value included in other income (expense), net	(164)		(36)		(207)		(78)
Fair value as of end of period	$	(285)	$	(158)	$	(285)	$	(158)

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 8 — Stockholders’ Equity).

Derivative liabilities

Contingent derivative liability

The debt pursuant to the Purchase Agreement, as defined in Note 6, contains an embedded derivative related to the Put Option, as defined in Note 6, requiring bifurcation as a single compound derivative instrument. The Company estimated the fair value of the derivative liability using a “with-and-without” methodology. The “with-and-without” methodology involves valuing the whole instrument on an as-is basis and then valuing the instrument without the individual embedded derivative. The difference between the entire instrument with the embedded derivative compared to the instrument without the embedded derivative was the fair value of the derivative liability at issuance and each subsequent reporting period. In determining the fair value of the contingent derivative 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. The estimated probability and timing of underlying events triggering the exercisability of the Put Option contained within the Purchase Agreement, forecasted cash flows and the discount rates are significant unobservable inputs used to determine the estimated fair value of the entire instrument with the embedded derivative.

As of June 30, 2024, the discount rates used to calculate the value of the contingent derivative liability were 14.1% to calculate the present-value of the revenue forecast and 17.9% to calculate the present-value of the payoff of the Put Option. As of December 31, 2023, the discount rates used to calculate the value of the contingent derivative liability were 14.5% to calculate the present-value of the revenue forecast and 17.1% to calculate the present-value of the payoff of the Put Option. Changes in fair value of the contingent derivative liability are recognized as other income (expense) in the condensed consolidated statements of operations and comprehensive loss, classified in change in fair value of derivative liabilities.

The following table presents a summary of the changes in the fair value of the contingent derivative liability, which is classified as a Level 3 financial instrument.


	Contingent Derivative Liability
	Three Months Ended June 30,				Six Months Ended June 30,
($ in thousands)	2024		2023		2024		2023

Fair value as of beginning of period	$	(4,079)	$	—	$	(2,636)	$	—
Fair value of embedded derivative upon issuance of debt	—		(2,354)		(1,552)		(2,354)
Change in fair value included in other income (expense), net	(187)		(38)		(78)		(38)
Fair value as of end of period	$	(4,266)	$	(2,392)	$	(4,266)	$	(2,392)

- 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

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
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-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

Stockholders' Equity - Private Placement Warrants (Details) - Private Placement Warrants $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024 USD ($) $ / shares year	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) $ / shares year	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) $ / shares year	Aug. 26, 2021 USD ($)
Class of Warrant or Right [Line Items]
Common stock warrant liabilities \| $	$ 0.3		$ 0.3		$ 0.1	$ 0.6
Change in fair value of derivative liabilities \| $	$ (0.2)	$ (0.1)	$ (0.2)	$ (0.1)
Market price of public stock
Class of Warrant or Right [Line Items]
Warrants, measurement input \| $ / shares	4.80		4.80		2.84
Exercise price
Class of Warrant or Right [Line Items]
Warrants, measurement input \| $ / shares	11.50		11.50		11.50
Expected term (years)
Class of Warrant or Right [Line Items]
Warrants, measurement input \| year	2.16		2.16		2.65
Expected share price volatility
Class of Warrant or Right [Line Items]
Warrants, measurement input	0.960		0.960		0.750
Risk-free interest rate
Class of Warrant or Right [Line Items]
Warrants, measurement input	0.0468		0.0468		0.0409
Estimated dividend yield
Class of Warrant or Right [Line Items]
Warrants, measurement input	0		0		0

Insider Trading Arrangements	3 Months Ended	6 Months Ended
Insider Trading Arrangements	Jun. 30, 2024 shares	Jun. 30, 2024 shares
Trading Arrangements, by Individual
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Yang (Cindy) Cao [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		On May 14, 2024, Yang (Cindy) Cao, the Company’s Chief Regulatory Officer, adopted a trading arrangement for the sale of the Company’s Common Stock that is intended to satisfy the affirmative defense conditions provided by Rule 10b5-1(c) under the Exchange Act. (the “Cao 10b5-1 Plan”). The Cao 10b5-1 Plan provides for a first possible trade date of August 12, 2024 and terminates automatically on the earlier of the execution of all trades contemplated by the Cao 10b5-1 Plan, or May 12, 2025. The Cao 10b5-1 Plan provides for the sale of up to 18,503 shares of Common Stock pursuant to its terms.
Name	Yang (Cindy) Cao
Title	Chief Regulatory Officer
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	May 14, 2024
Expiration Date	May 12, 2025
Arrangement Duration	273 days
Aggregate Available	18,503	18,503
Laura Niklason [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		On June 14, 2024, Laura Niklason, the Company’s President and Chief Executive Officer, adopted a trading arrangement for the sale of the Company’s Common Stock that is intended to satisfy the affirmative defense conditions provided by Rule 10b5-1(c) under the Exchange Act. (the “Niklason 10b5-1 Plan”). The Niklason 10b5-1 Plan provides for a first possible trade date of September 12, 2024 and terminates automatically on the earlier of the execution of all trades contemplated by the Niklason 10b5-1 Plan, or October 13, 2025. The Niklason 10b5-1 Plan provides for the sale of up to 200,000 shares of Common Stock pursuant to its terms.
Name	Laura Niklason
Title	President and Chief Executive Officer
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	June 14, 2024
Expiration Date	October 13, 2025
Arrangement Duration	396 days
Aggregate Available	200,000	200,000
Heather Prichard [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		On June 14, 2024, Heather Prichard, the Company’s Chief Operating Officer, adopted a trading arrangement for the sale of the Company’s Common Stock that is intended to satisfy the affirmative defense conditions provided by Rule 10b5-1(c) under the Exchange Act. (the “Prichard 10b5-1 Plan”). The Prichard 10b5-1 Plan provides for a first possible trade date of September 12, 2024 and terminates automatically on the earlier of the execution of all trades contemplated by the Prichard 10b5-1 Plan, or June 13, 2025. The Prichard 10b5-1 Plan provides for the sale of up to 184,177 shares of Common Stock pursuant to its terms.
Name	Heather Prichard
Title	Chief Operating Officer
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	June 14, 2024
Expiration Date	June 13, 2025
Arrangement Duration	274 days
Aggregate Available	184,177	184,177

Summary of Significant Accounting Policies (Policies)	6 Months Ended
Summary of Significant Accounting Policies (Policies)	Jun. 30, 2024
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 subsidiary. 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 June 30, 2024 and its results of operations for the three and six months ended June 30, 2024 and 2023, and cash flows for the six months ended June 30, 2024 and 2023. The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or any other period. The December 31, 2023 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, 2023 and the related notes included in the Company’s Annual Report on Form 10-K, filed with the SEC on March 28, 2024 (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, 2023 and 2022 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, revenue interest liability, derivative liabilities, 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. Total cash balances exceeded insured balances by the Federal Deposit Insurance Corporation as of June 30, 2024 and December 31, 2023. As of both June 30, 2024 and December 31, 2023, the Company had cash equivalents held in highly rated money market funds that are invested only in obligations of the U.S. government and its agencies.
Restricted Cash	Restricted Cash The Company classifies as restricted cash all cash pledged as collateral to secure long-term obligations and all cash whose use is otherwise limited by contractual provisions.
Employee Retention Credit	Employee Retention Credit The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) provided refundable employee retention credits, which could be used to offset payroll tax liabilities. Under the provisions of the extension of the CARES Act, the Company qualified for the employee retention credit for the first three quarters of 2021, and the Company applied for the credit in February 2023. As there is no authoritative guidance under U.S. GAAP for accounting for grants to for-profit business entities, the Company accounted for the grant by applying Accounting Standards Codification (“ASC”) 450, Contingencies. The Company received an employee retention credit of $3.1 million in July 2023, and recognized the credit as a component of other income (expense), net on the condensed consolidated statement of operations and comprehensive loss during the three and six months ended June 30, 2023 after the Company received notices from the Internal Revenue Service specifying the amount of the credit receivable, and all uncertainties were resolved regarding receipt of the credit.
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 shares of the Company’s common stock, par value $0.0001 per share (“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.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). The FASB issued this update to improve the disclosures about an entity’s reportable segments, including providing more detailed information about a reportable segment’s expenses, enhancing interim disclosure requirements and providing new segment disclosure requirements for entities with a single reportable segment. This standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. Entities should apply the amendments retrospectively to all prior periods presented in the financial statements. This ASU is applicable to the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2024, and subsequent interim periods. The Company is currently evaluating the impact of adopting ASU 2023-07 on its disclosures included in the notes to the consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740), Improvements to Income Tax Disclosures” (“ASU 2023-09”). The FASB issued this update to improve the transparency and comparability of income tax disclosures, including requiring consistent categories and greater disaggregation of information in the rate reconciliation and further disaggregation of income taxes paid by jurisdiction. This standard is effective for fiscal years beginning after December 15, 2024, with early adoption is permitted. Entities should apply the amendments prospectively, with retrospective application permitted. This ASU is applicable to the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2025. The Company is currently evaluating the impact of adopting ASU 2023-09 on its disclosures included in the notes to the consolidated financial statements.
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. 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’s money market funds are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The carrying values of cash, prepaid expenses and other current assets, accounts payable and accrued expenses as of June 30, 2024 and December 31, 2023 approximated their fair values due to the short-term nature of these items. 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.
Contingent Derivative Liability	The debt pursuant to the Purchase Agreement, as defined in Note 6, contains an embedded derivative related to the Put Option, as defined in Note 6, requiring bifurcation as a single compound derivative instrument. The Company estimated the fair value of the derivative liability using a “with-and-without” methodology. The “with-and-without” methodology involves valuing the whole instrument on an as-is basis and then valuing the instrument without the individual embedded derivative. The difference between the entire instrument with the embedded derivative compared to the instrument without the embedded derivative was the fair value of the derivative liability at issuance and each subsequent reporting period. In determining the fair value of the contingent derivative 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. The estimated probability and timing of underlying events triggering the exercisability of the Put Option contained within the Purchase Agreement, forecasted cash flows and the discount rates are significant unobservable inputs used to determine the estimated fair value of the entire instrument with the embedded derivative.
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 Stock. As such, the Common Stock Warrants were not classified as liabilities under FASB ASC Topic 480, Distinguishing Liabilities from Equity. 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 income (expense), 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.

Income Taxes	6 Months Ended
Income Taxes	Jun. 30, 2024
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 June 30, 2024. The Company’s effective federal and state tax rate for the three and six months ended June 30, 2024 and 2023 was 0%, primarily as a result of estimated net operating losses for the fiscal year to date offset by the increase in the valuation allowance against its deferred tax asset. The Company did not record any income tax expense or benefit during the three and six months ended June 30, 2024 and 2023. 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 tax.

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-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

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, 2022		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
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
Ending balance at Mar. 31, 2023	81,887	$ 10	545,384	(463,507)
Beginning balance (in shares) at Dec. 31, 2022		103,229,013
Beginning balance at Dec. 31, 2022	116,928	$ 10	543,456	(426,538)
Equity
Net income (loss)	(59,675)
Ending balance (in shares) at Jun. 30, 2023		103,408,248
Ending balance at Jun. 30, 2023	61,117	$ 10	547,320	(486,213)
Beginning balance (in shares) at Mar. 31, 2023		103,329,171
Beginning balance at Mar. 31, 2023	81,887	$ 10	545,384	(463,507)
Equity
Proceeds from the exercise of stock options (in shares)		79,077
Proceeds from the exercise of stock options	95		95
Stock-based compensation	1,841		1,841
Net income (loss)	(22,706)			(22,706)
Ending balance (in shares) at Jun. 30, 2023		103,408,248
Ending balance at Jun. 30, 2023	$ 61,117	$ 10	547,320	(486,213)
Beginning balance (in shares) at Dec. 31, 2023	103,673,728	103,673,728
Beginning balance at Dec. 31, 2023	$ 13,546	$ 10	550,850	(537,314)
Equity
Issuance of stock in public offering, net of issuance costs (in shares)		15,410,000
Issuance of stock in public offering, net of issuance costs	43,046	$ 2	43,044
Proceeds from the exercise of stock options (in shares)		625
Proceeds from the exercise of stock options	2		2
Stock-based compensation	1,454		1,454
Net income (loss)	(31,896)			(31,896)
Ending balance (in shares) at Mar. 31, 2024		119,084,353
Ending balance at Mar. 31, 2024	$ 26,152	$ 12	595,350	(569,210)
Beginning balance (in shares) at Dec. 31, 2023	103,673,728	103,673,728
Beginning balance at Dec. 31, 2023	$ 13,546	$ 10	550,850	(537,314)
Equity
Proceeds from the exercise of stock options (in shares)	263,960
Net income (loss)	$ (88,559)
Ending balance (in shares) at Jun. 30, 2024	119,347,688	119,347,688
Ending balance at Jun. 30, 2024	$ (28,287)	$ 12	597,574	(625,873)
Beginning balance (in shares) at Mar. 31, 2024		119,084,353
Beginning balance at Mar. 31, 2024	26,152	$ 12	595,350	(569,210)
Equity
Proceeds from the exercise of stock options (in shares)		263,335
Proceeds from the exercise of stock options	787		787
Stock-based compensation	1,437		1,437
Net income (loss)	$ (56,663)			(56,663)
Ending balance (in shares) at Jun. 30, 2024	119,347,688	119,347,688
Ending balance at Jun. 30, 2024	$ (28,287)	$ 12	$ 597,574	$ (625,873)

- Definition

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

+ References

+ Details

- Definition

Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.

+ References + Details

- Definition

Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

+ References

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+ Details

Stock-based Compensation - Assumptions Used to Estimate Fair Value of Stock Options (Details) - Options	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Assumptions on the date of grant to estimate the fair value of the stock options
Estimated dividend yield	0.00%	0.00%	0.00%	0.00%
Expected share price volatility	91.60%	88.90%	91.50%	88.80%
Weighted average expected share price volatility, minimum	91.60%	88.80%	90.80%	88.60%
Weighted average expected share price volatility, maximum	91.60%	88.90%	91.60%	88.90%
Risk-free interest rate	4.31%	3.86%	4.28%	3.78%
Risk-free interest rate, minimum	4.24%	3.86%	4.07%	3.58%
Risk-free interest rate, maximum	4.41%	3.87%	4.41%	3.87%
Expected term of options (in years)	6 years 3 months	6 years 3 months	6 years 3 months	6 years 3 months

Stock-based Compensation - Stock Option Activity (Details) $ / shares in Units, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares
Number of Shares
Options outstanding, beginning of period (in shares) \| shares	11,919,421
Granted (in shares) \| shares	1,184,550
Exercised (in shares) \| shares	(263,960)
Forfeited (in shares) \| shares	(318,356)
Options outstanding, end of period (in shares) \| shares	12,521,655	11,919,421
Number of shares, Vested and exercisable (in shares) \| shares	4,418,097
Number of shares, Vested and expected to vest (in shares) \| shares	12,521,655
Weighted Average Exercise Price Per Share
Options outstanding, beginning of period (in dollars per share) \| $ / shares	$ 4.64
Granted (in dollars per share) \| $ / shares	6.61
Exercised (in dollars per share) \| $ / shares	2.99
Forfeited (in dollars per share) \| $ / shares	3.78
Options outstanding, end of period (in dollars per share) \| $ / shares	4.89	$ 4.64
Weighted average exercise price, Vested and exercisable (in dollars per share) \| $ / shares	7.21
Weighted average exercise price, Vested and expected to vest (in dollars per share) \| $ / shares	$ 4.89
Weighted Average Remaining Contractual Term and Aggregate Intrinsic Value
Weighted average remaining contractual term, outstanding (in years)	8 years 1 month 6 days	8 years 3 months 18 days
Weighted average remaining contractual term, Vested and exercisable (in years)	5 years 10 months 24 days
Weighted average remaining contractual term, Vested and expected to vest (in years)	8 years 1 month 6 days
Aggregate intrinsic value, outstanding \| $	$ 15,242	$ 383
Aggregate intrinsic value, Vested and exercisable \| $	2,446
Aggregate intrinsic value, Vested and expected to vest \| $	$ 15,242

Debt - Term Loan (Details) - USD ($) $ in Thousands		3 Months Ended			6 Months Ended
Debt - Term Loan (Details) - USD ($) $ in Thousands	May 12, 2023	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Line of Credit Facility [Line Items]
Prepayment premium				$ 300	$ 0	$ 310
Loss on extinguishment of debt		$ 0		$ 2,421	$ 0	$ 2,421
Revenue Interest Purchase Agreement
Line of Credit Facility [Line Items]
Proceeds from revenue interest purchase agreement	$ 40,000		$ 20,000

Stock-based Compensation - Remaining Unrecognized Costs (Details) $ in Millions	6 Months Ended
	Jun. 30, 2024 USD ($)
Share-Based Payment Arrangement [Abstract]
Unrecognized stock-based compensation cost	$ 20.4
Unrecognized stock-based compensation cost, period for recognition	3 years

Accrued Expenses (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Accrued Liabilities, Current [Abstract]
Accrued external research, development and manufacturing costs	$ 4,288	$ 3,845
Accrued employee compensation and benefits	3,997	5,238
Accrued professional fees	665	257
Total	$ 8,950	$ 9,340

Stockholders' Equity

6 Months Ended

Jun. 30, 2024

Stockholders' Equity Note [Abstract]

Stockholders' Equity

Stockholders’ Equity

Common Stock

On February 29, 2024, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Cowen and Company, LLC and Cantor Fitzgerald & Co., as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the issuance and sale in an underwritten offering (the “Offering”) of 15,410,000 shares of the Company’s Common Stock, which included a full exercise of the Underwriters’ option to purchase additional shares, at a price to the public of $3.00 per share. The net proceeds to the Company from the Offering were approximately $43.0 million after deducting underwriting discounts and commissions and Offering expenses. The Offering closed on March 5, 2024.

As of June 30, 2024, 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 in interest 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 June 30, 2024, no dividends have been declared. The Purchase Agreement limits the Company’s ability to pay cash dividends to the holders of Common Stock.

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 June 30, 2024, the Company had reserved Common Stock for future issuances as follows:


	June 30, 2024
Common stock reserved for Contingent Earnout Shares	15,000,000
Common stock reserved for Option Agreement	1,333,334	(1)
Exercise of options outstanding under stock plans	12,521,655
Options available for issuance under stock plans	5,809,549
Shares available for grant under ESPP	1,030,033
Warrants to purchase Common Stock	5,588,506
	41,283,077

___________________________

(1)Assumes the exercise of the entire Option as provided for in the Option Agreement at the minimum purchase price of $7.50 per share.

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 certificate 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 June 30, 2024 and December 31, 2023.

Warrants

The Company had the following Common Stock warrants outstanding as of June 30, 2024 and December 31, 2023:


			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

In connection with the Company’s Loan Agreement, in 2021 the Company granted warrants to the lenders to purchase 411,006 shares of Common Stock at an exercise price of $10.28 per share (such warrants, “Legacy Humacyte Common Stock Warrants”). The Company recognized the fair value of the warrants within stockholders’ equity using a Black-Scholes valuation model, as the settlement of the warrants is indexed to the Common Stock. There were no issuances, exercises or expirations of warrants during the six months ended June 30, 2024 or June 30, 2023.

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 Stock. As such, the Common Stock Warrants were not classified as liabilities under FASB ASC Topic 480, Distinguishing Liabilities from Equity. 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. See Note 3 — Fair Value Measurements for a summary of the change in the fair value of the Private Placement Warrants during the three and six months ended June 30, 2024 and 2023. The remeasurement of the Private Placement Warrant liability to a fair value of $0.3 million as of June 30, 2024 from $0.1 million as of December 31, 2023 resulted in non-cash losses of $0.2 million for each of the three and six months ended June 30, 2024, compared to non-cash losses of less than $0.1 million and $0.1 million for the three and six months ended June 30, 2023, respectively. The remeasurement of the Private Placement Warrant liability is classified within Change in fair value of derivative 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:


	June 30, 2024			December 31, 2023
Market price of public stock	$	4.80		$	2.84
Exercise price	$	11.50		$	11.50
Expected term (years)	2.16			2.65
Expected share price volatility	96.0		%	75.0		%
Risk-free interest rate	4.68		%	4.09		%
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 income (expense), 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.

See Note 3 — Fair Value Measurements for a summary of the change in the fair value of the Contingent Earnout Liability during the three and six months ended June 30, 2024 and 2023. The remeasurement of the Contingent Earnout Liability to a fair value of $68.1 million as of June 30, 2024 from a fair value of $37.9 million as of December 31, 2023, resulted in non-cash losses of $25.6 million and $30.2 million for the three and six months ended June 30, 2024, respectively, compared to a non-cash gain of $3.6 million and a non-cash loss of $10.6 million for the three and six months ended June 30, 2023, respectively, related to the remeasurement of the Contingent Earnout Liability. 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:


	June 30, 2024			December 31, 2023
Current stock price	$	4.80		$	2.84
Expected share price volatility	88.6		%	86.7		%
Risk-free interest rate	4.36		%	3.88		%
Estimated dividend yield	0		%	0		%
Expected term (years)	10.00			10.00

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
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-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (b)
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Topic 505
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Income Taxes (Details) - USD ($)	3 Months Ended		6 Months Ended
Income Taxes (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Effective tax rate	0.00%	0.00%	0.00%	0.00%
Income tax expense or benefit	$ 0	$ 0	$ 0	$ 0

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 235
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

+ Details

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 93,563	$ 80,448
Prepaid expenses and other current assets	2,547	2,830
Total current assets	96,110	83,278
Property and equipment, net	24,820	26,791
Finance lease right-of-use assets, net	16,536	17,313
Other long-term assets	815	841
Total assets	138,281	128,223
Current liabilities
Accounts payable	6,005	6,490
Accrued expenses	8,950	9,340
Finance lease obligation, current portion	2,746	2,560
Operating lease obligation, current portion	56	53
Total current liabilities	17,757	18,443
Contingent Earnout Liability	68,080	37,916
Revenue interest liability	60,078	38,600
Finance lease obligation, net of current portion	15,123	16,293
Contingent derivative liability	4,266	2,636
Other long-term liabilities	1,264	789
Total liabilities	166,568	114,677
Commitments and contingencies (Note 11)
Stockholders’ equity
Preferred stock, $0.0001 par value; 20,000,000 shares designated as of June 30, 2024 and December 31, 2023; 0 shares issued and outstanding as of June 30, 2024 and December 31, 2023	0	0
Common stock, $0.0001 par value; 250,000,000 shares authorized as of June 30, 2024 and December 31, 2023; 119,347,688 and 103,673,728 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively	12	10
Additional paid-in capital	597,574	550,850
Accumulated deficit	(625,873)	(537,314)
Total stockholders’ equity	(28,287)	13,546
Total liabilities and stockholders’ equity	$ 138,281	$ 128,223

Stock-based Compensation

6 Months Ended

Jun. 30, 2024

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. 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.

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. The Company’s board of directors determined that there would be no automatic increase in the number of shares reserved under the 2021 Plan on either January 1, 2022 or January 1, 2023. The 2021 Plan share reserve automatically increased on January 1, 2024 by 5,183,686, which was equivalent to 5% of the number of shares of the Company’s Common Stock outstanding on December 31, 2023. Since the inception of the ESPP, the Company’s board of directors has determined that there would be no automatic increase in the number of shares reserved under the ESPP. As of June 30, 2024, 5,809,549 and 1,030,033 shares of Common Stock were available under the 2021 Plan and ESPP, respectively.

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 will 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 June 30, 2024, 8,652,958, 3,867,045 and 1,652 shares of Common Stock remain reserved for outstanding options issued under the 2021 Plan, the 2015 Plan and the 2005 Plan, respectively. The Company has sufficient authorized and unissued shares to issue Common Stock in satisfaction of any outstanding awards and any awards available for grant under the 2021 Plan.

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 assumptions in the Black-Scholes option-pricing model:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023

Estimated dividend yield	0	%	0	%	0	%	0	%
Expected share price volatility (weighted average and range, if applicable)	91.6% (91.6% to 91.6%)		88.9% (88.8% to 88.9%)		91.5% (90.8% to 91.6%)		88.8% (88.6% to 88.9%
Risk-free interest rate (weighted average and range, if applicable)	4.31% (4.24% to 4.41%)		3.86% (3.86% to 3.87%)		4.28% (4.07% to 4.41%)		3.78% (3.58% to 3.87%)
Expected term of options (in years)	6.25		6.25		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.


	Three Months Ended June 30,				Six Months Ended June 30,
($ in thousands)	2024		2023		2024		2023
Research and development	$	729	$	480	$	1,475	$	901
General and administrative	708		1,361		1,416		2,749
Total	$	1,437	$	1,841	$	2,891	$	3,650

As of June 30, 2024, unrecognized stock-based compensation cost for options was $20.4 million and is expected to be recognized over a weighted-average period of 3.0 years.

A summary of option activity under the Company’s stock option plans during the six months ended June 30, 2024 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, 2023	11,919,421	$	4.64	8.3	$	383
Granted	1,184,550	$	6.61
Exercised	(263,960)	$	2.99
Forfeited	(318,356)	$	3.78
Options outstanding at June 30, 2024	12,521,655	$	4.89	8.1	$	15,242
Vested and exercisable, June 30, 2024	4,418,097	$	7.21	5.9	$	2,446
Vested and expected to vest, June 30, 2024	12,521,655	$	4.89	8.1	$	15,242

Stockholders' Equity - Contingent Earnout Liability (Details) $ / shares in Units, $ in Thousands		3 Months Ended		6 Months Ended
	Aug. 26, 2021 USD ($) year tranche $ / shares shares	Jun. 30, 2024 USD ($) $ / shares year shares	Jun. 30, 2023 USD ($) shares	Jun. 30, 2024 USD ($) $ / shares year shares	Jun. 30, 2023 USD ($) shares	Dec. 31, 2023 USD ($) $ / shares year
Business Acquisition, Contingent Consideration [Line Items]
Maximum contingent earnout (in shares) \| shares		15,000,000	15,000,000	15,000,000	15,000,000
Contingent Earnout Liability		$ 68,080		$ 68,080		$ 37,916
Non-cash gain (loss) on remeasurement of Contingent Earnout Liability		$ 25,571	$ (3,627)	$ 30,164	$ 10,564
Current stock price
Business Acquisition, Contingent Consideration [Line Items]
Measurement input \| $ / shares		4.80		4.80		2.84
Expected share price volatility
Business Acquisition, Contingent Consideration [Line Items]
Measurement input		0.886		0.886		0.867
Risk-free interest rate
Business Acquisition, Contingent Consideration [Line Items]
Measurement input		0.0436		0.0436		0.0388
Estimated dividend yield
Business Acquisition, Contingent Consideration [Line Items]
Measurement input		0		0		0
Expected term (years)
Business Acquisition, Contingent Consideration [Line Items]
Measurement input \| year		10.00		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 Earnout Liability	$ 159,400	$ 68,100		$ 68,100		$ 37,900
Non-cash gain (loss) on remeasurement of Contingent Earnout Liability		$ 25,600	$ (3,600)	$ 30,200	$ 10,600
Earnout Shares \| Expected term (years)
Business Acquisition, Contingent Consideration [Line Items]
Measurement input \| year	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

Stock-based Compensation - Narrative (Details)			3 Months Ended		6 Months Ended
Stock-based Compensation - Narrative (Details)	Jan. 01, 2024 shares	Aug. 25, 2021 plan	Jun. 30, 2024 shares	Jun. 30, 2023	Jun. 30, 2024 shares	Jun. 30, 2023	Dec. 31, 2023 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of equity incentive plans \| plan		2
Outstanding awards (in shares)			12,521,655		12,521,655		11,919,421
ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Purchase price of common stock, percent of closing trading price					85.00%
Annual increase in available shares					1.00%
Number of shares remaining available for grant (in shares)			1,030,033		1,030,033
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%	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]
Annual increase in available shares	5.00%				5.00%
Number of additional shares authorized (in shares)	5,183,686
Number of shares remaining available for grant (in shares)			5,809,549		5,809,549
Outstanding awards (in shares)			8,652,958		8,652,958
Omnibus Incentive Plan, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding awards (in shares)			3,867,045		3,867,045
Stock Option Plan, 2005
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding awards (in shares)			1,652		1,652

Related Party Transactions (Details) $ in Millions			1 Months Ended		3 Months Ended		6 Months Ended
Related Party Transactions (Details) $ in Millions	Aug. 26, 2021 shares	Feb. 16, 2021	Aug. 31, 2021 USD ($) shares	Jun. 30, 2018 USD ($)	Jun. 30, 2024 USD ($) shares	Jun. 30, 2023 USD ($) agreement patient	Jun. 30, 2024 USD ($) shares	Jun. 30, 2023 USD ($) agreement patient	Dec. 31, 2023 shares
Related Party Transaction [Line Items]
Common stock issued (in shares) \| shares					119,347,688		119,347,688		103,673,728
Fresenius Medical Care \| Fresenius Medical Care
Related Party Transaction [Line Items]
Financing transaction \| $				$ 150.0
Conversion of stock (in shares) \| shares	15,812,735
Proceeds from PIPE Financing \| $			$ 25.0
Common stock issued (in shares) \| shares			2,500,000
Distribution agreement, termination period		12 months
Fresenius Medical Care \| Frenova Renal Research
Related Party Transaction [Line Items]
Number of services agreements entered into \| agreement						3		3
Number of adult patients \| patient						178,575		178,575
Clinical research services expense \| $					$ 0.0	$ 0.2	$ 0.0	$ 0.2

Revenue Interest Purchase Agreement

6 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Revenue Interest Purchase Agreement

The Purchase Agreement is considered a sale of future revenues and accounted for as long-term debt recorded at amortized cost using the interest method.

The following table summarizes the revenue interest liability activity during the three and six months ended June 30, 2024:


($ in thousands)
Revenue interest liability at December 31, 2023	$	38,600
Proceeds from revenue interest purchase agreement	20,000



Debt discount from embedded contingent derivative liability	(1,552)

Interest expense recognized	1,411
Transaction costs accrued at March 31, 2024	(500)		(1)
Revenue interest liability at March 31, 2024	$	57,959
Interest expense recognized	2,119
Revenue interest liability at June 30, 2024	$	60,078

__________________________

(1)These transaction costs were paid during the three months ended June 30, 2024.

Option Agreement

Debt

- Definition

+ References

+ Details

Commitments and Contingencies	6 Months Ended
Commitments and Contingencies	Jun. 30, 2024
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 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. In December 2023, the Company filed a BLA with the FDA for urgent arterial repair following extremity vascular trauma when synthetic graft is not indicated, and when autologous vein use is not feasible. Based on the achievement of this milestone under the Duke license agreement, the Company recorded license expense payable of $0.5 million in accounts payable in the Company’s condensed consolidated balance sheets as of December 31, 2023. The Company paid the $0.5 million license fee to Duke during the first quarter of 2024. Other payments to Duke under the license agreement were immaterial during the periods presented. Yale University In August 2019, the Company entered into a license agreement with Yale University (“Yale”) that granted the Company a worldwide license to the patents related to the biovascular pancreas (“BVP”) product candidate (the “BVP License Agreement”). The license granted under the BVP License 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 BVP License 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 “Tubular Prosthesis License Agreement”). The license granted under the Tubular Prosthesis License 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 Tubular Prosthesis License 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 Tubular Prosthesis License Agreement, the Company paid Yale upfront cash fees. The Company has also agreed to pay Yale: •annual maintenance fees, increasing annually until the fifth anniversary for the BVP License Agreement and until the fourth anniversary for the Tubular Prostheses License Agreement 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 BVP License Agreement and Tubular Prosthesis License Agreement 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 BVP License Agreement and Tubular Prosthesis License Agreement 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 BVP License Agreement and Tubular Prosthesis License Agreement (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 BVP License Agreement, the Company’s rights under the agreement 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 BVP License Agreement and Tubular Prosthesis License Agreement were immaterial during the periods presented. JDRF Agreement On April 1, 2023, the Company entered into an Industry Discovery and Development Partnership Agreement with JDRF International (“JDRF,” and such agreement, the “JDRF Agreement”) to further develop and perform preclinical testing of the BVP, a product candidate designed to deliver insulin-producing islets using the ATEV as a means of treating patients with type 1 diabetes. According to the terms of the JDRF Agreement, JDRF will provide funding up to $0.8 million (“JDRF Award”) based on the achievement of certain research and development milestones related to the Company’s BVP. The JDRF Agreement refers to the total cumulative payments the Company has received from JDRF as of any point in time as the “Actual Award.” The Company received the first milestone payment of $80 thousand in April 2023 upon execution of the JDRF Agreement. In May 2024, the Company received the second milestone payment of $90 thousand and the third milestone payment of $150 thousand, based upon the achievement of certain research and development milestones specified in the JDRF Agreement. As of June 30, 2024, the Actual Award totaled $320 thousand. The Company determined that the JDRF Actual Award payments are to be classified as long-term debt under ASC 470, Debt in the condensed consolidated balance sheets. The JDRF liability related to the Actual Award payments is reported at amortized cost and is included in other long-term liabilities in the condensed consolidated balance sheets. As of June 30, 2024 and December 31, 2023, the carrying value of the JDRF liability is $228 thousand and $69 thousand, respectively. There was an insignificant amount of interest expense related to the JDRF liability recorded in each period presented. In accordance with the JDRF Agreement, the Company has agreed to pay JDRF: •a one-time royalty in an amount equal to four times the Actual Award, to be paid in three equal installments following the first commercial sale of any product containing the Company’s technology identified in the JDRF Agreement; •an additional royalty equal to the Actual Award at a specified payment date after net sales exceed $250 million; and •in the event of a license, sale or transfer of the Company’s rights to the product’s technology identified in the JDRF Agreement or a change of control transaction, a payment equal to 10% of any license or purchase price payments received by the Company up to an amount equal to four times the Actual Award (the “Royalty Cap”), less any previous royalty payments paid towards the Royalty Cap (the “Disposition Payment”). The Disposition Payment was determined to meet the definition of an embedded derivative requiring bifurcation and is measured at fair value each reporting period with changes in fair value recognized as other income (expense) in the condensed consolidated statements of operations and comprehensive loss, classified in change in fair value of derivative liabilities. The JDRF Agreement expires on the date on which the Company has paid all of the royalty payments described above. Either party may terminate the JDRF Agreement for cause by providing the other party with written notice and allowing the other party 30 days to cure such breach. JDRF may terminate the JDRF Agreement without cause by providing 90 days’ notice to the Company at any time after April 1, 2024. Royalties on previously received milestone payments would remain due after a termination by JDRF without cause. 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.