Stockholders' Equity (Deficit) and Warrants (Tables)
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3 Months Ended |
Mar. 31, 2026 |
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| Stockholders' Equity Note [Abstract] |
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| Schedule of Common Stock Reserved for Future Issuances |
The Company had reserved Common Stock for future issuances as follows:
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March 31, |
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December 31, |
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2026 |
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2025 |
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Common Stock reserved for Contingent Earnout Shares |
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15,000,000 |
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15,000,000 |
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Common Stock reserved for the Common Stock Purchase Agreement |
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12,000,000 |
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12,000,000 |
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Common Stock reserved for TD Cowen ATM Facility(a) |
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— |
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54,000,000 |
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Common stock reserved for Conversion Shares under the Loan Agreement(b) |
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2,403,846 |
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1,800,000 |
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Exercise of options outstanding under stock plans |
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17,315,516 |
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18,004,681 |
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Vesting of RSUs outstanding under stock plans |
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1,985,390 |
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1,985,390 |
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Options available for issuance under stock plans |
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9,270,695 |
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4,581,530 |
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Warrants to purchase Common Stock |
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44,566,803 |
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42,569,928 |
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102,542,250 |
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149,941,529 |
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(a) On March 19, 2026, the Company delivered written notice to TD Cowen, that it was suspending and terminating the ATM Prospectus, relating to the sale of up to $60 million of Common Stock, that may be issued and sold pursuant to the Sales Agreement.
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| Schedule of Common Stock Warrants Outstanding |
The Company had the following Common Stock warrants outstanding:
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March 31, |
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December 31, |
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2026 |
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2025 |
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Legacy Humacyte Common Stock Warrants |
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411,006 |
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411,006 |
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Private Placement Warrants |
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177,500 |
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177,500 |
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Public Warrants |
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5,000,000 |
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5,000,000 |
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October 2024 RDO Warrants |
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2,840,910 |
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2,840,910 |
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November 2024 RDO Warrants |
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1,404,494 |
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1,404,494 |
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October 2025 RDO Warrants |
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28,436,018 |
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28,436,018 |
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Loan Agreement Warrants(a)(b) |
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4,265,625 |
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2,666,015 |
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Total Common Stock Warrants |
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42,535,553 |
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40,935,943 |
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_______________________________________ (a) As of December 31, 2025, shares issuable are calculated as $3.4 million (base exercise value) divided by $1.28 per share. (b) As of March 31, 2026, shares issuable are calculated as $3.4 million (base exercise value) divided by $0.80 per share. The exercise price reset from $1.28 in March 2026 in connection with the March 2026 Registered Direct Offering.
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| Schedule of Assumptions Used in the Valuations |
The Private Placement Warrants were valued using the following assumptions under the Black-Scholes model:
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March 31, |
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December 31, |
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2026 |
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2025 |
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Market price of public stock |
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$ |
0.60 |
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$ |
0.96 |
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Exercise price |
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$ |
11.50 |
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$ |
11.50 |
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Expected term (years) |
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0.41 |
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0.65 |
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Expected share price volatility |
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154.2 |
% |
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178.6 |
% |
Risk-free interest rate |
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3.71 |
% |
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3.54 |
% |
Estimated dividend yield |
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0 |
% |
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0 |
% |
The assumptions and data inputs used in the valuations are described below:
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March 31, |
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December 31, |
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2026 |
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2025 |
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Market price of public stock |
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$ |
0.61 |
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$ |
0.96 |
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Exercise price |
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$ |
5.28 |
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$ |
5.28 |
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Expected term (years) |
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3.02 |
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3.27 |
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Expected share price volatility |
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104.3 |
% |
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98.4 |
% |
Risk-free interest rate |
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3.74 |
% |
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3.51 |
% |
Estimated dividend yield |
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0 |
% |
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0 |
% |
The assumptions and data inputs used in the valuations are described below:
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March 31, |
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December 31, |
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|
2026 |
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|
2025 |
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Market price of public stock |
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$ |
0.61 |
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$ |
0.96 |
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Exercise price |
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$ |
5.34 |
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$ |
5.34 |
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Expected term (years) |
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3.13 |
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3.37 |
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Expected share price volatility |
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103.8 |
% |
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98.2 |
% |
Risk-free interest rate |
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3.75 |
% |
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3.52 |
% |
Estimated dividend yield |
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|
0 |
% |
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|
0 |
% |
The assumptions and data inputs used in the valuations are described below:
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March 31, |
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December 31, |
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|
2026 |
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|
2025 |
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Market price of public stock |
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$ |
0.61 |
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$ |
0.96 |
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Exercise price |
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$ |
2.11 |
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$ |
2.11 |
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Expected term (years) |
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|
5.02 |
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5.27 |
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Expected share price volatility |
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92.0 |
% |
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|
89.3 |
% |
Risk-free interest rate |
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|
3.92 |
% |
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|
3.76 |
% |
Estimated dividend yield |
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|
0 |
% |
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|
0 |
% |
The assumptions and data inputs used in the valuations are described below:
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March 31, |
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December 31, |
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|
2026 |
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2025 |
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Market price of public stock |
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$ |
0.61 |
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$ |
0.96 |
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Exercise price |
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$ |
0.80 |
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$ |
1.28 |
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Expected term (years) |
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4.71 |
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|
4.96 |
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Expected share price volatility |
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94.2 |
% |
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91.0 |
% |
Risk-free interest rate |
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3.90 |
% |
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|
3.73 |
% |
Estimated dividend yield |
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|
0 |
% |
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0 |
% |
The assumptions and data inputs used in the valuations are described below:
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March 31, |
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December 31, |
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2026 |
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2025 |
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Current stock price |
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$ |
0.61 |
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$ |
0.96 |
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Expected share price volatility |
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89.9 |
% |
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88.7 |
% |
Risk-free interest rate |
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4.30 |
% |
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4.18 |
% |
Estimated dividend yield |
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0 |
% |
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0 |
% |
Expected term (years) |
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10.00 |
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|
10.00 |
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The assumptions and data inputs used in the valuations are described below:
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March 31, |
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December 31, |
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|
2026 |
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|
2025 |
|
Market price of public stock |
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$ |
0.61 |
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$ |
0.96 |
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Exercise price |
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$ |
1.04 |
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$ |
1.66 |
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Expected term (years) |
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3.67 |
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3.92 |
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Expected share price volatility |
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99.9 |
% |
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96.5 |
% |
Risk-free interest rate |
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3.87 |
% |
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3.64 |
% |
Estimated dividend yield |
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0 |
% |
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0 |
% |
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