Revenue Interest Purchase Agreement	3 Months Ended
Mar. 31, 2026
Revenue from Contract with Customer [Abstract]
Revenue Interest Purchase Agreement	5. Revenue Interest Purchase Agreement Revenue Interest Purchase Agreement 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 (“Oberland”), as agent for the Purchasers (the “Agent”), 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 Silicon Valley Bank (“SVB”), and for other general corporate purposes. Pursuant to the Purchase Agreement, the Purchasers purchased certain revenue interests (the “Revenue Interests”) from Global in exchange for an aggregate investment amount of up to $150.0 million to be paid in multiple tranches. The Company received an initial payment of $40.0 million at inception, less certain transaction expenses, which was used to repay in full the Company’s then-existing obligations under the former loan agreement with SVB. In March 2024, the Company drew a subsequent installment of $20.0 million, and elected not to draw the additional $40.0 million that later became available under the Purchase Agreement. On September 17, 2025, the Company and Humacyte Global, Inc. entered into an amendment to the Purchase Agreement, which modified certain terms of the agreement and the Company made a partial call payment of $50.0 million to the Purchasers. Under the Purchase Agreement, the Revenue Interests entitled the Purchasers to receive a royalty initially equal to 7.5% of global net sales of the Company’s products (subject to a lower rate for net sales by specified licensees outside the United States), payable quarterly (the “Revenue Interest Payments”). The Company guaranteed 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 were secured by a perfected security interest on substantially all of the Company’s and its subsidiaries’ assets. The Purchase Agreement was considered a sale of future revenues and was accounted for as long-term debt recorded at amortized cost. The Company initially recorded a revenue interest liability net of a debt discount comprised of $2.1 million of issuance and transaction costs, $0.1 million allocated to the option agreement liability discussed below, and $2.4 million related to the embedded derivative discussed below. The Company recognized interest expense associated with this liability. The Company recorded $2.1 million of interest expense related to the Purchase Agreement for the three months ended March 31, 2025. Revenue Interest Payments made as a result of the Company’s net product sales reduced the revenue interest liability. Revenue Interest Payments for the three months ended March 31, 2025 were immaterial. On December 15, 2025, the Company entered into a payoff letter with the Purchasers and the Agent pursuant to which the Purchase Agreement and the Option Agreement were terminated in their entirety (the “Payoff Letter”). As consideration for the termination of these agreements and the satisfaction of all obligations thereunder, the Company paid $38.0 million in cash and issued 5,725,190 shares of the Company’s Common Stock. The shares were measured at their fair value of $7.5 million based on the closing market price of Common Stock on the settlement date. The cash payment was funded with proceeds from a senior secured term loan facility with Avenue Venture Opportunities Fund II, L.P. (see Note 6, Debt). The extinguishment was accounted for as a debt extinguishment under ASC 470-50. Upon termination, all liens and security interests previously granted to the Purchasers and the Agent were released and the Company was relieved of any further obligations to the Purchasers. Embedded Derivative Liability The put option under the Purchase Agreement, exercisable by the Purchasers upon certain contingent events (the “Put Option”), was determined to be an embedded derivative requiring bifurcation and separately accounted for as a single compound derivative instrument, or the Contingent derivative liability. At May 12, 2023, the Company recorded the initial fair value of the Contingent 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 was amortized to interest expense. In connection with the termination of the Purchase Agreement in December 2025, the embedded derivative was extinguished and derecognized. 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 gave 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 (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 Holders purchased $1,950,000 shares of Common Stock in the Offering, as defined in Note 7. The Option granted to the Holders represented a freestanding instrument separate from the Purchasers’ commitments outlined in the Purchase Agreement. The Option Agreement did 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 sheets at an initial fair value of $55 thousand, and subsequent changes in the fair value were recognized in the condensed consolidated statements of operations and comprehensive (loss) income at each reporting date. In connection with the termination of the Purchase Agreement in December 2025, the Option Agreement was terminated and no right to purchase Common Stock remains outstanding.

Revenue Interest Purchase Agreement

3 Months Ended

Mar. 31, 2026

Revenue from Contract with Customer [Abstract]

5. Revenue Interest Purchase Agreement

Revenue Interest Purchase Agreement

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 (“Oberland”), as agent for the Purchasers (the “Agent”), 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 Silicon Valley Bank (“SVB”), and for other general corporate purposes. Pursuant to the Purchase Agreement, the Purchasers purchased certain revenue interests (the “Revenue Interests”) from Global in exchange for an aggregate investment amount of up to $150.0 million to be paid in multiple tranches. The Company received an initial payment of $40.0 million at inception, less certain transaction expenses, which was used to repay in full the Company’s then-existing obligations under the former loan agreement with SVB. In March 2024, the Company drew a subsequent installment of $20.0 million, and elected not to draw the additional $40.0 million that later became available under the Purchase Agreement. On September 17, 2025, the Company and Humacyte Global, Inc. entered into an amendment to the Purchase Agreement, which modified certain terms of the agreement and the Company made a partial call payment of $50.0 million to the Purchasers.

Under the Purchase Agreement, the Revenue Interests entitled the Purchasers to receive a royalty initially equal to 7.5% of global net sales of the Company’s products (subject to a lower rate for net sales by specified licensees outside the United States), payable quarterly (the “Revenue Interest Payments”). The Company guaranteed 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 were secured by a perfected security interest on substantially all of the Company’s and its subsidiaries’ assets.

The Purchase Agreement was considered a sale of future revenues and was accounted for as long-term debt recorded at amortized cost. The Company initially recorded a revenue interest liability net of a debt discount comprised of $2.1 million of issuance and transaction costs, $0.1 million allocated to the option agreement liability discussed below, and $2.4 million related to the embedded derivative discussed below. The Company recognized interest expense associated with this liability.

The Company recorded $2.1 million of interest expense related to the Purchase Agreement for the three months ended March 31, 2025. Revenue Interest Payments made as a result of the Company’s net product sales reduced the revenue interest liability. Revenue Interest Payments for the three months ended March 31, 2025 were immaterial.

On December 15, 2025, the Company entered into a payoff letter with the Purchasers and the Agent pursuant to which the Purchase Agreement and the Option Agreement were terminated in their entirety (the “Payoff Letter”). As consideration for the termination of these agreements and the satisfaction of all obligations thereunder, the Company paid $38.0 million in cash and issued 5,725,190 shares of the Company’s Common Stock. The shares were measured at their fair value of $7.5 million based on the closing market price of Common Stock on the settlement date. The cash payment was funded with proceeds from a senior secured term loan facility with Avenue Venture Opportunities Fund II, L.P. (see Note 6, Debt). The extinguishment was accounted for as a debt extinguishment under ASC 470-50. Upon termination, all liens and security interests previously granted to the Purchasers and the Agent were released and the Company was relieved of any further obligations to the Purchasers.

Embedded Derivative Liability

The put option under the Purchase Agreement, exercisable by the Purchasers upon certain contingent events (the “Put Option”), was determined to be an embedded derivative requiring bifurcation and separately accounted for as a single compound derivative instrument, or the Contingent derivative liability. At May 12, 2023, the Company recorded the initial fair value of the Contingent 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 was amortized to interest expense. In connection with the termination of the Purchase Agreement in December 2025, the embedded derivative was extinguished and derecognized.

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 gave 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 (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 Holders purchased $1,950,000 shares of Common Stock in the Offering, as defined in Note 7. The Option granted to the Holders represented a freestanding instrument separate from the Purchasers’ commitments outlined in the Purchase Agreement. The Option Agreement did 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 sheets at an initial fair value of $55 thousand, and subsequent changes in the fair value were recognized in the condensed consolidated statements of operations and comprehensive (loss) income at each reporting date. In connection with the termination of the Purchase Agreement in December 2025, the Option Agreement was terminated and no right to purchase Common Stock remains outstanding.