Material Agreement Form 8 K

Item 1.01. Entry Into a Material Definitive Agreement

On September 24, 2024, Humacyte, Inc. (the "Company") and Lincoln Park Capital Fund, LLC ("Lincoln Park") entered into a purchase agreement (the "Purchase Agreement") and a registration rights agreement (the "Registration Rights Agreement"), pursuant to which the Company has the right, in its sole discretion, to sell to Lincoln Park shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), having an aggregate value of up to $50,000,000 (the "Purchase Shares"), subject to certain limitations and conditions set forth in the Purchase Agreement. The Company will control the timing and amount of any sales of Purchase Shares to Lincoln Park pursuant to the Purchase Agreement.

Under the Purchase Agreement, provided that the closing sale price of the Common Stock is not below $1.00 per share (subject to adjustment as described in the Purchase Agreement, the "Floor Price") on any business day selected by the Company over the 24-month term following the Commencement Date (as defined in the Purchase Agreement) (each such date, a "Purchase Date"), the Company may direct Lincoln Park to purchase up to 100,000 shares of Common Stock on such Purchase Date (a "Regular Purchase"); provided, that Lincoln Park's maximum purchase obligation under any single Regular Purchase will not exceed $1,500,000 (subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction as provided in the Purchase Agreement). In any case, the maximum amount of any single Regular Purchase may be increased upon the mutual agreement of the parties. The Company may direct Lincoln Park to purchase shares in Regular Purchases as often as every business day, provided that all Purchase Shares subject to all prior Regular Purchases have been delivered to Lincoln Park in accordance with the Purchase Agreement. The foregoing share amount will be adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction occurring after the date of the Purchase Agreement and effective upon the consummation of any such transaction.

The purchase price per share for each such Regular Purchase will be equal to 97% of the lesser of:

The Company also has the right to direct Lincoln Park, on any business day on which the Company has properly submitted a Regular Purchase notice for the maximum amount the Company is then permitted to sell to Lincoln Park in such Regular Purchase, to purchase an additional amount of Common Stock (an "Accelerated Purchase") of up to the lesser of: