NASDAQ: HUMA Humacyte, Inc. 8-K

Humacyte shareholders approve 57% increase in authorized shares to 550M

Filed June 9, 2026 · Period ending June 9, 2026 · ~1 min read

Key Changes

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Shareholders approved expanding authorized common stock from 350M to 550M shares, effective June 9, 2026. This gives management 200M additional shares for potential capital raises, acquisitions, or employee compensation, which could dilute existing holders.

Item 5.07: Annual Meeting Results verify on EDGAR →
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Three Class II directors elected to serve until 2029: John Bamforth, Keith Jones, and Kathleen Sebelius. All received majority support with approximately 65M shares not voting due to broker non-votes.

Item 5.07: Director Elections verify on EDGAR →
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Executive compensation approved on advisory basis with 67% support (40M for vs 19M against), suggesting some shareholder concern about pay levels. Shareholders also voted to hold this advisory vote annually going forward.

Item 5.07: Say-on-Pay Vote verify on EDGAR →
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PricewaterhouseCoopers ratified as 2026 auditor with 99% approval. Annual meeting achieved 57% quorum with 127M of 222M outstanding shares represented.

Item 5.07: Auditor Ratification verify on EDGAR →

Summary

Humacyte held its 2026 Annual Meeting on June 9, where shareholders approved a significant 57% expansion of authorized common stock from 350 million to 550 million shares. This amendment to the company's certificate of incorporation became effective immediately and provides management with substantial flexibility for future capital needs.

While the company has not disclosed specific plans for these shares, the 200 million share increase represents potential dilution risk that warrant holders should monitor closely. The meeting also addressed routine governance matters. Three directors were re-elected to three-year terms, and PwC was retained as auditor with overwhelming support.

More notably, the advisory vote on executive compensation passed with only 67% approval—a relatively narrow margin that suggests meaningful shareholder dissatisfaction with pay practices. The board committed to annual say-on-pay votes going forward. Investors should watch for how management deploys the newly authorized shares. Any announcements of equity offerings, acquisition activity, or expanded stock compensation plans in coming quarters will directly impact existing shareholders through dilution. The moderate turnout (57% of shares voted) and split on executive pay also signal potential governance concerns worth monitoring.

Section-by-Section Diff

Event · Item 5.07 — Submission of Matters to a Vote of Security Holders

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Item 5.07 — Submission of Matters to a Vote of Security Holders filed; see Key Changes for terms.

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Added Authorized share increase high

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the Company’s stockholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to increase the number of authorized shares of the Company’s common stock from 350,000,000 to 550,000,000 (the “Amendment”). The Amendment became effective upon the filing thereof with the Secretary of State of the State of Delaware on June 9, 2026.

Shareholders approved a 57% increase in authorized common stock from 350 million to 550 million shares, effective June 9, 2026. This expansion provides the company with additional shares for potential future capital raises, acquisitions, employee compensation, or other corporate purposes. The vote passed with 102,313,282 shares for versus 23,088,322 against.

Added Director elections medium

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The stockholders elected each of the three Class II directors who were nominated to serve until the Company’s 2029 annual meeting of stockholders or until such director’s successor is elected, or until such director’s earlier death, resignation or removal.

Three Class II directors were elected to serve until 2029: John P. Bamforth (48,332,651 votes for), Keith Anthony Jones (52,871,152 votes for), and Kathleen Sebelius (52,765,738 votes for). All three nominees received majority support from voting shareholders, though there were significant broker non-votes of 65,173,007 shares on this proposal.

Added Executive compensation approval medium

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The stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers, as described in the executive compensation section of the proxy statement.

Shareholders approved executive compensation on an advisory (non-binding) basis with 40,100,324 votes for versus 19,493,367 against. Additionally, shareholders voted to hold this advisory vote annually going forward, with 54,130,231 votes supporting annual frequency. The relatively close vote on compensation (67% approval) suggests some shareholder concern about executive pay levels.

Show 2 minor / wording changes

Added Auditor ratification low

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The appointment of Pricewaterhouse Coopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified.

Shareholders ratified PricewaterhouseCoopers LLP as the independent auditor for fiscal year 2026 with overwhelming support: 125,187,135 votes for versus 1,654,285 against. This routine approval indicates no shareholder concerns about the auditor relationship.

Added Meeting quorum and participation low

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As of the close of business on April 23, 2026, the record date for the Annual Meeting, there were 222,019,108 shares of the Company’s common stock outstanding, each of which was entitled to one vote with respect to each proposal. A total of 127,474,086 shares of common stock, representing approximately 57.41% of the shares of common stock entitled to vote, were present in person or by proxy, constituting a quorum.

The annual meeting achieved a quorum with 57.41% of outstanding shares represented (127,474,086 of 222,019,108 shares). This moderate participation rate is typical for annual meetings, though it means nearly 43% of shareholders did not vote.

Event · Item 9.01 — Financial Statements and Exhibits

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Humacyte filed a certificate of amendment to its certificate of incorporation.

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Added Certificate of Incorporation Amendment medium

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Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Humacyte, Inc., as amended.

Humacyte filed an amendment to its certificate of incorporation.1 contains the certificate. Investors should review the exhibit to understand what corporate governance or capital structure changes were made.