0001818382-25-000132 | 10-Q | XBRL Viewer

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Property and Equipment, Net - Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2025	Dec. 31, 2024
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 59,921	$ 59,150
Accumulated depreciation	(40,064)	(36,087)
Property and equipment, net	19,857	23,063
Scientific and manufacturing equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	29,758	29,059
Computer equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	105	100
Software
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,025	1,024
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,066	1,066
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 27,967	$ 27,901

Stock-based Compensation

9 Months Ended

Sep. 30, 2025

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 Common Stock at the lower of 85% of the closing trading price per share of 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, 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 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 2021 Plan share reserve automatically increased on January 1, 2024 by 5,183,686 shares, which was equivalent to 5% of the number of shares of Common Stock outstanding on December 31, 2023. The 2021 Plan share reserve automatically increased on January 1, 2025 by 6,501,375 shares, which was equivalent to 5% of the number of shares of Common Stock outstanding on December 31, 2024. Since the inception of the ESPP, the Company’s board of directors determined that there would be no automatic increase in the number of shares reserved under the ESPP. Effective April 17, 2025, the Company’s board of directors reduced the number of shares reserved under the ESPP to zero shares of Common Stock. As of September 30, 2025, 8,037,751 shares of Common Stock were available under the 2021 Plan.

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, following the Closing, no further awards were 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, but otherwise retained 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 September 30, 2025, 13,200,091 and 3,337,859 shares of Common Stock remain reserved for outstanding options issued under the 2021 Plan and the 2015 Plan, respectively, and there were no shares of Common Stock outstanding under the 2005 Plan. 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 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 September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024

Estimated dividend yield	0	%	0	%	0	%	0	%
Expected share price volatility (weighted average and range, if applicable)	95.7% 95.7% to 95.7%		92.8%		92.8% 92.2% to 95.7%		91.8% 90.8% to 92.8%
Risk-free interest rate (weighted average and range, if applicable)	3.76% 3.76% to 3.76%		3.54%		4.38% 3.76% to 4.45%		4.12% 3.54% to 4.41%
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 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.

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 nine months ended September 30, 2025 and 2024:


	Three Months Ended September 30,				Nine Months Ended September 30,
($ in thousands)	2025		2024		2025		2024
Research and development	$	989	$	635	$	3,038	$	2,110
Selling, general and administrative	1,521		917		4,393		2,333
Total	$	2,510	$	1,552	$	7,431	$	4,443

Approximately $0.1 million of stock-based compensation was capitalized to inventory as of September 30, 2025. As of September 30, 2025, unrecognized stock-based compensation cost for options was $26.8 million and is expected to be recognized over a weighted-average period of 2.7 years.

A summary of option activity under the Company’s stock option plans during the nine months ended September 30, 2025 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, 2024	12,274,139	$	4.96	7.7	$	16,202
Granted	7,137,287	$	4.07
Exercised	(15,514)	$	3.63
Forfeited	(2,857,962)	$	4.20
Options outstanding at September 30, 2025	16,537,950	$	4.71	7.8	$	5
Vested and exercisable, September 30, 2025	6,677,814	$	5.89	6.1	$	—
Vested and expected to vest, September 30, 2025	16,537,950	$	4.71	7.8	$	5

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2025	Dec. 31, 2024
Current assets
Cash and cash equivalents	$ 19,488	$ 44,937
Inventory	18,418	0
Accounts receivable	1,078	180
Prepaid expenses and other current assets	2,367	2,742
Total current assets	41,351	47,859
Restricted cash	209	50,209
Property and equipment, net	19,857	23,063
Finance lease right-of-use assets, net	29,420	15,490
Other long-term assets	672	1,251
Total assets	91,509	137,872
Current liabilities
Accounts payable	9,575	4,490
Accrued expenses	10,264	11,424
Finance lease obligation, current portion	2,670	2,917
Revenue interest liability, current portion	3,072	885
Other current liabilities	0	238
Total current liabilities	25,581	19,954
Revenue interest liability, net of current portion	17,674	63,354
Contingent Earnout Liability	21,807	70,961
Finance lease obligation, net of current portion	27,155	13,620
Common stock warrant liabilities	3,234	19,254
Contingent derivative liability	289	2,415
Other long-term liabilities	520	983
Total liabilities	96,260	190,541
Commitments and contingencies (Note 12)
Stockholders’ equity (deficit)
Preferred stock, $0.0001 par value; 20,000,000 shares designated as of September 30, 2025 and December 31, 2024; 0 shares issued and outstanding as of September 30, 2025 and December 31, 2024	0	0
Common stock, $0.0001 par value; 350,000,000 and 250,000,000 shares authorized as of September 30, 2025 and December 31, 2024, respectively; 158,835,303 and 130,027,509 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively	16	13
Additional paid-in capital	697,277	633,333
Accumulated deficit	(702,044)	(686,015)
Total stockholders’ equity (deficit)	(4,751)	(52,669)
Total liabilities and stockholders’ equity (deficit)	$ 91,509	$ 137,872

Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands		9 Months Ended
	Oct. 06, 2025	Sep. 30, 2025	Sep. 30, 2024	Aug. 26, 2021
Subsequent Event [Line Items]
Warrants, exercise price (in dollars per share)				$ 11.50
Payments of costs related to public offering		$ 340	$ 350
Subsequent Event \| October 2025 Registered Direct Offering
Subsequent Event [Line Items]
Number of shares issued (in shares)	28,436,018
Warrants, exercise price (in dollars per share)	$ 2.11
Net proceeds from issuance and sale of stock	$ 56,500
Payments of costs related to public offering	$ 3,500
Subsequent Event \| October 2025 Registered Direct Offering \| October 2025 Registered Direct Offering Warrants
Subsequent Event [Line Items]
Class of warrant or right, number of securities called by warrants or rights (in shares)	28,436,018
Subsequent Event \| October 2025 Registered Direct Offering \| Registered Direct Warrants, 180 Day, October 2025
Subsequent Event [Line Items]
Expiration period (in days)	180 days
Warrants, exercise price (in dollars per share)	$ 2.11

Leases - Narrative (Details) $ in Thousands		3 Months Ended	9 Months Ended
Leases - Narrative (Details) $ in Thousands	Sep. 29, 2025 term	Sep. 30, 2025 USD ($)	Sep. 30, 2025 USD ($)	Dec. 31, 2024 USD ($)
Leases [Abstract]
Annual escalations	3.00%
Rent abatement term \| term	2
Increase in lease liability		$ 15,000	$ 15,000
Increase in right-of-use asset		15,000	15,000
Lease liabilities		29,825	29,825	$ 16,500
Finance lease right-of-use assets, net		29,420	29,420	15,490
Lease liabilities		0	0	600
Right-of-use assets		$ 0	$ 0	$ 600

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2025	Dec. 31, 2024
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)	350,000,000	250,000,000
Common stock, shares issued (in shares)	158,835,303	130,027,509
Common stock, shares outstanding (in shares)	158,835,303	130,027,509

Stockholders’ Equity (Deficit) and Warrants - Common Stock for Future Issuances (Details) - USD ($) $ / shares in Units, $ in Thousands	Sep. 30, 2025	Dec. 31, 2024	May 12, 2023
Class of Stock [Line Items]
Reserved common stock for future issuances (in shares)	77,357,068
TPC Investments III LP and TPC Investment Solutions LP \| Option Purchase Agreement
Class of Stock [Line Items]
Option agreement, remaining right to purchase common stock	$ 8,050	$ 8,050
Option agreement, minimum exercise price (in dollars per share)	$ 7.50		$ 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 Common Stock Purchase Agreement
Class of Stock [Line Items]
Reserved common stock for future issuances (in shares)	12,000,000
Common Stock reserved for ATM Facility
Class of Stock [Line Items]
Reserved common stock for future issuances (in shares)	14,874,124
Common Stock reserved for Option Agreement
Class of Stock [Line Items]
Reserved common stock for future issuances (in shares)	1,073,333
Exercise of options outstanding under stock plans
Class of Stock [Line Items]
Reserved common stock for future issuances (in shares)	16,537,950
Options available for issuance under stock plans
Class of Stock [Line Items]
Reserved common stock for future issuances (in shares)	8,037,751
Warrants to purchase Common Stock
Class of Stock [Line Items]
Reserved common stock for future issuances (in shares)	9,833,910

Revenue Interest Purchase Agreement (Tables)

9 Months Ended

Sep. 30, 2025

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 nine months ended September 30, 2025:


($ in thousands)
Revenue interest liability at December 31, 2024	$	64,239





Interest expense recognized	2,123

Revenue interest liability at March 31, 2025	66,362
Interest expense recognized	2,179
Revenue interest liability at June 30, 2025	68,541
Interest expense recognized	2,250
Revenue interest payments	(45)
Payment under amended Purchase Agreement	(50,000)
Revenue interest liability at September 30, 2025	20,746
Less current portion of revenue interest liability	(3,072)
Revenue interest liability, net of current portion at September 30, 2025	$	17,674

- 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
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Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
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-Name Accounting Standards Codification
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-Paragraph 4
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Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
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-Name Accounting Standards Codification
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-Paragraph 3
-Subparagraph (SX 210.12-04(a))
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Reference 5: http://www.xbrl.org/2003/role/exampleRef
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Reference 6: http://www.xbrl.org/2003/role/exampleRef
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Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

Stockholders’ Equity (Deficit) and Warrants - Preferred Stock Narrative (Details) - $ / shares	Sep. 30, 2025	Dec. 31, 2024
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

Stockholders’ Equity (Deficit) and Warrants - Private Placement Warrants (Details) - Private Placement Warrants	Sep. 30, 2025 $ / shares year	Dec. 31, 2024 $ / shares year
Market price of public stock
Class of Warrant or Right [Line Items]
Warrants, measurement input	1.74	5.05
Exercise price
Class of Warrant or Right [Line Items]
Warrants, measurement input	11.50	11.50
Expected term (years)
Class of Warrant or Right [Line Items]
Warrants, measurement input \| year	0.90	1.65
Expected share price volatility
Class of Warrant or Right [Line Items]
Warrants, measurement input	1.886	1.280
Risk-free interest rate
Class of Warrant or Right [Line Items]
Warrants, measurement input	0.0368	0.0422
Estimated dividend yield
Class of Warrant or Right [Line Items]
Warrants, measurement input	0	0

Summary of Significant Accounting Policies - Inventory Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024	Dec. 31, 2024
Inventory [Line Items]
Inventory	$ 18,418		$ 18,418		$ 0
Allowance for inventory obsolescence	0		0
Cost of goods sold	260	$ 0	620	$ 0
Symvess
Inventory [Line Items]
Cost of goods sold	$ 300	$ 0	$ 600	$ 0

- Definition

The aggregate costs related to goods produced and sold and services rendered by an entity during the reporting period. This excludes costs incurred during the reporting period related to financial services rendered and other revenue generating activities.

+ References + Details

Stockholders’ Equity (Deficit) and Warrants - Equity Line Financing Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended	9 Months Ended		12 Months Ended
	Sep. 24, 2024	Sep. 30, 2025	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Dec. 31, 2024
Recurring
Business Combination [Line Items]
Common Stock Purchase Agreement derivative asset		$ 672	$ 672		$ 672	$ 672
Equity Line Financing
Business Combination [Line Items]
Common stock purchase agreement, amount authorized, value	$ 50,000
Common stock purchase agreement term	24 months
Number of shares issued (in shares)		0	0		500,000
Common Stock Purchase Agreement derivative asset		$ 700	$ 700		$ 700	$ 700
Price per share (in dollars per share)	$ 6.12
Proceeds from the issuance and sale of common stock			0	$ 1,013	2,500
Common stock purchase agreement, amount remaining		$ 47,500	$ 47,500		$ 47,500
Equity Line Financing \| Commitment Shares
Business Combination [Line Items]
Number of shares issued (in shares)	115,705
Equity Line Financing \| Recurring
Business Combination [Line Items]
Common Stock Purchase Agreement derivative asset	$ 700

Fair Value Measurements - Changes in Fair Value of Level 3 Financial Instruments (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Contingent Earnout Liability
Changes in the fair value of the Level 3 financial instruments
Beginning balance	$ (26,700)	$ (68,080)	$ (70,961)	$ (37,916)
Change in fair value included in other income (expense), net	4,893	(8,489)	49,154	(38,653)
Ending balance	(21,807)	(76,569)	(21,807)	(76,569)
Contingent Derivative Liability
Changes in the fair value of the Level 3 financial instruments
Beginning balance	(3,161)	(4,266)	(2,415)	(2,636)
Fair value of embedded derivative upon issuance of debt	0	0	0	(1,552)
Change in fair value included in other income (expense), net	2,872	1,161	2,126	1,083
Ending balance	(289)	(3,105)	(289)	(3,105)
October 2024 RDO Warrants
Changes in the fair value of the Level 3 financial instruments
Beginning balance	(2,811)		(12,437)
Change in fair value included in other income (expense), net	728		10,354
Ending balance	(2,083)		(2,083)
November 2024 RDO Warrants
Changes in the fair value of the Level 3 financial instruments
Beginning balance	(1,411)		(6,432)
Change in fair value included in other income (expense), net	361		5,382
Ending balance	(1,050)		(1,050)
Private Placement Warrants
Changes in the fair value of the Level 3 financial instruments
Beginning balance	(136)	(285)	(385)	(78)
Change in fair value included in other income (expense), net	35	(89)	284	(296)
Ending balance	$ (101)	$ (374)	$ (101)	$ (374)

Inventory

9 Months Ended

Sep. 30, 2025

Inventory Disclosure [Abstract]

Inventory

Inventory is stated at the lower of cost or net realizable value and consisted of the following:


($ in thousands)	September 30, 2025		December 31, 2024

Raw materials	$	5,679	$	—
Work in process	12,098		—
Finished goods	641		—
Inventory	$	18,418	$	—

As of September 30, 2025, the Company capitalized costs of $18.4 million associated with the manufacturing of Symvess as a result of regulatory approval and the Company’s determination that subsequent commercialization and future economic benefit from the sales of Symvess was probable.

Summary of Significant Accounting Policies - Segments Narrative (Details)	9 Months Ended
	Sep. 30, 2025 segment
Accounting Policies [Abstract]
Number of reportable segments	1
Number of operating segments	1

Related Party Transactions	9 Months Ended
Related Party Transactions	Sep. 30, 2025
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 Date 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 (“CABG”), 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. As of September 30, 2025, there were $0.1 million of royalties payable to Fresenius Medical Care based on the Company’s product revenue recognized during the three and nine months ended September 30, 2025. Agreements with Frenova Renal Research In June 2024, the Company entered into a master services agreement with Frenova Renal Research (“Frenova”), a subsidiary of Fresenius Medical Care, that sets forth the terms by which the Company may engage Frenova to provide certain services for projects, with the services for each project being described in a separate statement of work. As of September 30, 2025, Frenova was engaged to perform clinical research services related to the Company’s V012 Phase 3 clinical trial. During each of the three and nine months ended September 30, 2025, amounts expensed in relation to this agreement with Frenova were approximately $0.2 million. There was $0.1 million and an insignificant amount payable to Frenova as of September 30, 2025 and December 31, 2024, respectively, included in accrued expenses on the Company’s condensed consolidated balance sheets. In July 2024, the Company entered into a service agreement with Fresenius Medical Care Deutschland GmbH (“Fresenius GmbH”), which provides medical scientific research services through Frenova. Frenova agreed to conduct a study to review patient data of adult hemodialysis patients who received treatment in certain European countries at dialysis centers that are part of Fresenius Medical Care AG. Fresenius Medical Care AG is the German parent company of Fresenius GmbH and ultimately of Fresenius Medical Care. During the three and nine months ended September 30, 2025, there was no expense recognized in relation to this agreement with Fresenius GmbH. As of September 30, 2025, no amount payable to Fresenius GmbH was included in accounts payable on the Company’s condensed consolidated balance sheets. As of December 31, 2024, there was less than $0.1 million payable to Fresenius GmbH included in accounts payable and less than $0.1 million payable to Fresenius GmbH included in accrued expenses on the Company’s condensed consolidated balance sheets. 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 September 30, 2025 and December 31, 2024, the Company was a party to license agreements with Yale University as described in Note 12 — Commitments and Contingencies above. Amounts expensed in relation to the license agreements with Yale University were insignificant during the three and nine months ended September 30, 2025 and 2024. There was an insignificant amount payable to Yale as of both September 30, 2025 and December 31, 2024 included in accounts payable on the Company’s condensed consolidated balance sheets.

- 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

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2025
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 September 30, 2025. The Company’s effective federal and state tax rate for the three and nine months ended September 30, 2025 and 2024 was 0%, primarily as a result of accumulating net operating losses for the fiscal year to date offset by the increase in the valuation allowance against the related deferred tax asset. The Company did not record any income tax expense or benefit during the three and nine months ended September 30, 2025 and 2024. 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. On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted. OBBBA amends the U.S. tax law including provisions related to bonus depreciation, domestic research and development expenses, and limitations on interest deductions. The OBBBA did not have a material impact to the Company's condensed consolidated financial statements and is not expected to have a material impact on the Company's year-end consolidated financial statements.

- Definition

The entire disclosure for income tax.

+ References

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

Leases - Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2025	Dec. 31, 2024
Finance Leases
2025	$ 1,052
2026	2,428
2027	(301)
2028	2,500
2029	3,537
Thereafter	53,001
Total	62,217
Less: present value discount	(32,392)
Lease liabilities	$ 29,825	$ 16,500

Revenue Interest Purchase Agreement - Schedule of Revenue Interest Liability Activity (Details) - USD ($) $ in Thousands		3 Months Ended				9 Months Ended
	Sep. 17, 2025	Sep. 30, 2025	Jun. 30, 2025	Mar. 31, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Revenue Interest Liability Activity [Roll Forward]
Revenue interest payments						$ (45)	$ 0
Payment under amended Purchase Agreement						(50,000)	0
Revenue Interest Purchase Agreement
Revenue Interest Liability Activity [Roll Forward]
Interest expense recognized		$ 2,300			$ 2,000	6,600	$ 5,600
Revenue interest payments		(45)				(45)
Payment under amended Purchase Agreement	$ (50,000)
Revenue Interest Purchase Agreement \| Unsecured Debt
Revenue Interest Liability Activity [Roll Forward]
Revenue interest liability, beginning balance		68,541	$ 66,362	$ 64,239		64,239
Interest expense recognized		2,250	2,179	2,123
Revenue interest payments		(45)
Payment under amended Purchase Agreement		(50,000)
Revenue interest liability, ending balance		20,746	$ 68,541	$ 66,362		20,746
Less current portion of revenue interest liability		(3,072)				(3,072)
Revenue interest liability, net of current portion at September 30, 2025		$ 17,674				$ 17,674

- Definition

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

+ References

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+ Details

Stockholders’ Equity (Deficit) and Warrants - Contingent Earnout Liability (Details)	Sep. 30, 2025 $ / shares year	Dec. 31, 2024 $ / shares year
Current stock price
Business Combination, Contingent Consideration [Line Items]
Measurement input \| $ / shares	1.74	5.05
Expected share price volatility
Business Combination, Contingent Consideration [Line Items]
Measurement input	0.858	0.848
Risk-free interest rate
Business Combination, Contingent Consideration [Line Items]
Measurement input	0.0416	0.0458
Estimated dividend yield
Business Combination, Contingent Consideration [Line Items]
Measurement input	0	0
Expected term (years)
Business Combination, Contingent Consideration [Line Items]
Measurement input \| year	10.00	10.00

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Income Taxes (Details) - USD ($)	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($)	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Income Tax Disclosure [Abstract]
Effective tax rate	0.00%	0.00%	0.00%	0.00%
Income tax expense (benefit)	$ 0	$ 0	$ 0	$ 0

- Definition

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

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-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.7)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-8

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-10

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(9))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Subparagraph (a)
-SubTopic 20
-Topic 740
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482659/740-20-45-2

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h))
-SubTopic 10
-Topic 235
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

+ Details

Summary of Significant Accounting Policies - Restricted Cash Narrative (Details) - USD ($) $ in Thousands			3 Months Ended	9 Months Ended
	Sep. 17, 2025	May 08, 2024	Sep. 30, 2025	Sep. 30, 2025	Sep. 30, 2024	Dec. 31, 2024
Restricted Cash and Cash Equivalent Item [Line Items]
Restricted cash			$ 209	$ 209		$ 50,209
Restricted cash included in prepaid expenses and other current assets			144	144		144
Payments on revenue interest liability				50,000	$ 0
Deposit Account
Restricted Cash and Cash Equivalent Item [Line Items]
Restricted cash			200	200		200
Revenue Interest Purchase Agreement
Restricted Cash and Cash Equivalent Item [Line Items]
Restricted cash			0	$ 0		$ 50,000
Payments on revenue interest liability	$ 50,000
Contingent cash collateral, restricted amount	$ 12,500	$ 50,000
Revenue Interest Purchase Agreement \| Unsecured Debt
Restricted Cash and Cash Equivalent Item [Line Items]
Payments on revenue interest liability			$ 50,000

Inventory - Inventory Stated at Lower Costs or Net Realizable Value (Details) - USD ($) $ in Thousands	Sep. 30, 2025	Dec. 31, 2024
Inventory Disclosure [Abstract]
Raw materials	$ 5,679	$ 0
Work in process	12,098	0
Finished goods	641	0
Inventory	$ 18,418	$ 0

Summary of Significant Accounting Policies - Revenue Recognition Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2025	Dec. 31, 2024
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable	$ 1,078	$ 180
Product revenue, net
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable	400
Contract revenue
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable	$ 100	$ 200

Stock-based Compensation (Tables)

9 Months Ended

Sep. 30, 2025

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 September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024

Estimated dividend yield	0	%	0	%	0	%	0	%
Expected share price volatility (weighted average and range, if applicable)	95.7% 95.7% to 95.7%		92.8%		92.8% 92.2% to 95.7%		91.8% 90.8% to 92.8%
Risk-free interest rate (weighted average and range, if applicable)	3.76% 3.76% to 3.76%		3.54%		4.38% 3.76% to 4.45%		4.12% 3.54% to 4.41%
Expected term of options (in years)	6.25		6.25		6.25		6.25

Schedule of Stock-Based Compensation Expense and Remaining Unrecognized Costs


	Three Months Ended September 30,				Nine Months Ended September 30,
($ in thousands)	2025		2024		2025		2024
Research and development	$	989	$	635	$	3,038	$	2,110
Selling, general and administrative	1,521		917		4,393		2,333
Total	$	2,510	$	1,552	$	7,431	$	4,443

Schedule of Stock Option Activity

A summary of option activity under the Company’s stock option plans during the nine months ended September 30, 2025 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, 2024	12,274,139	$	4.96	7.7	$	16,202
Granted	7,137,287	$	4.07
Exercised	(15,514)	$	3.63
Forfeited	(2,857,962)	$	4.20
Options outstanding at September 30, 2025	16,537,950	$	4.71	7.8	$	5
Vested and exercisable, September 30, 2025	6,677,814	$	5.89	6.1	$	—
Vested and expected to vest, September 30, 2025	16,537,950	$	4.71	7.8	$	5

Leases - Total Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Finance lease cost
Amortization of right-of-use assets	$ 524	$ 522	$ 1,570	$ 1,563
Interest on lease liabilities	316	375	994	1,162
Total finance lease cost	840	897	2,564	2,725
Operating lease cost	26	26	79	79
Total lease cost	$ 866	$ 923	$ 2,643	$ 2,804

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024
Cash flows from operating activities
Net loss	$ (16,029)	$ (127,761)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	3,987	3,819
Stock-based compensation expense	7,283	4,443
Change in fair value of Contingent Earnout Liability	(49,154)	38,653
Non-cash interest expense	6,655	5,606
Change in fair value of derivatives	(18,191)	(719)
Amortization expense	1,570	1,563
Non-cash operating lease costs	44	39
Changes in operating assets and liabilities:
Accounts receivable	(898)	0
Inventory	(18,270)	0
Prepaid expenses and other current assets	441	396
Accounts payable	5,134	475
Accrued expenses	(1,446)	1,980
Operating lease obligation	(44)	(39)
Net cash used in operating activities	(78,918)	(71,545)
Cash flows from investing activities
Purchase of property and equipment	(845)	(1,509)
Net cash used in investing activities	(845)	(1,509)
Cash flows from financing activities
Payments of costs related to public offering	(340)	(350)
Proceeds from the exercise of stock options	56	1,284
Proceeds from JDRF Agreement	0	240
Payments of finance lease principal	(2,157)	(1,906)
Revenue interest payments	(45)	0
Partial call payment under amended Revenue Interest Purchase Agreement	(50,000)	0
Proceeds from Revenue Interest Purchase Agreement	0	20,000
Payments of transaction costs related to Revenue Interest Purchase Agreement	0	(500)
Net cash provided by financing activities	4,314	63,177
Net decrease in cash, cash equivalents and restricted cash	(75,449)	(9,877)
Cash, cash equivalents and restricted cash at the beginning of the period	95,290	80,801
Cash, cash equivalents and restricted cash at the end of the period	19,841	70,924
Supplemental disclosure of noncash activities:
Increase in right-of-use assets and lease liabilities	14,965	0
Debt discount from embedded contingent derivative liability	0	1,552
Issuance of commitment shares pursuant to Common Stock Purchase Agreement	0	708
Public Stock Offering
Cash flows from financing activities
Proceeds from the issuance of common stock	47,000	43,396
ATM Facility
Cash flows from financing activities
Proceeds from the issuance of common stock	9,800	0
Equity Line Financing
Cash flows from financing activities
Proceeds from the issuance of common stock	$ 0	$ 1,013

Commitments and Contingencies (Details) $ in Thousands			1 Months Ended			3 Months Ended		9 Months Ended
Commitments and Contingencies (Details) $ in Thousands	Sep. 30, 2025 USD ($)	Apr. 28, 2025 employee	May 30, 2024 USD ($)	Apr. 30, 2023 USD ($)	Aug. 31, 2019 USD ($)	Jun. 30, 2025 USD ($)	Mar. 31, 2024 USD ($)	Sep. 30, 2025 USD ($) shares	Jan. 10, 2025 action	Dec. 31, 2024 USD ($)	Apr. 01, 2023 USD ($) installment
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Other long-term liabilities	$ 520							$ 520		$ 983
Reduction in workforce \| employee		30
Employee severance costs						$ 700
Severance costs paid						600
Accrued severance obligation	100							100
Consolidated Derivative Action \| Pending Litigation
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of verified stockholder derivative actions \| action									2
Research and development
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Employee severance costs						600
Selling, general and administrative
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Employee severance costs						$ 100
JDRF Agreement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Termination period											90 days
Milestone payment potentially receivable											$ 800
Milestone payments	320
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
Other long-term liabilities	$ 400							$ 400		300
JDRF Agreement \| First Milestone Payment
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone payments				$ 80
JDRF Agreement \| Second Milestone Payment
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone payments			$ 90
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 paid							$ 500
License fee payable	$ 500							$ 500		$ 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

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2025

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation

The Company has prepared the accompanying financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s condensed consolidated financial statements reflect the operations of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Reverse Recapitalization

On August 26, 2021 (the “Closing Date”), Hunter Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of Alpha Healthcare Acquisition Corp. (“AHAC”) merged with Humacyte, Inc. (“Legacy Humacyte”), with Legacy Humacyte continuing as the surviving corporation and as a wholly-owned subsidiary of AHAC (the “Merger”). The Merger was accounted for as a reverse recapitalization in accordance with U.S. GAAP. As a result of the Merger, AHAC changed its name to Humacyte, Inc. and Legacy Humacyte changed its name to Humacyte Global, Inc. (“Global”).

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, derivatives, 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 September 30, 2025 and its results of operations for the three and nine months ended September 30, 2025 and 2024, and cash flows for the nine months ended September 30, 2025 and 2024. The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or any other period. The December 31, 2024 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, 2024 and the related notes included in the Company’s Annual Report on Form 10-K, filed with the SEC on March 31, 2025 (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, 2024 and 2023 included in the Company’s Annual Report.

Reclassifications

Certain amounts from prior periods have been reclassified to conform to the current period’s presentation. None of these reclassifications had a material impact on the Company’s condensed consolidated financial statements.

Segments

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 operations are managed and reported to its Chief Executive Officer, the Company’s chief operating decision maker (“CODM”), on a consolidated basis. The CODM evaluates financial performance, allocates resources and monitors budget versus actual results based on the Company’s condensed consolidated statements of operations. The measure of segment assets provided to and reviewed by the CODM is reported on the condensed consolidated balance sheets as total assets. Segment asset information is not used by the CODM to evaluate performance, allocate resources or make strategic decisions. Under the current organizational and reporting structure, the Company operates and manages its business on a consolidated basis as one reportable and operating segment.

As a single reportable segment entity, the Company’s segment performance measure is consolidated net loss. Consolidated net loss is used to monitor the budget versus actual results and to help make key operating decisions such as the allocation of budget between research and development and selling, general and administrative expenses. Significant segment expenses within net income (loss) include cost of goods sold, research and development and selling, general and administrative expenses, which are each separately presented on the Company’s condensed consolidated statements of operations. Other segment items within net income (loss) include interest income, interest expense, the change in fair value of the Company’s Contingent Earnout Liability and the change in fair value of derivatives.

Additional disaggregated significant segment expenses that are not separately presented on the Company’s condensed consolidated statements of operations are presented below.

Research and Development Expenses


	Three Months Ended September 30,				Nine Months Ended September 30,
($ in thousands)	2025		2024		2025		2024
Direct Expenses
Vascular Trauma	$	278	$	439	$	690	$	1,904
AV Access	1,612		1,927		4,356		4,952
PAD	—		22		—		161
Total	1,890		2,388		5,046		7,017
Unallocated Expenses
External services	1,569		1,915		4,466		5,340
Materials and supplies	4,903		5,451		13,289		17,470
Payroll and personnel expenses	8,316		9,621		26,948		27,763
Other research and development expenses	595		3,551		4,948		10,353
Total	15,383		20,538		49,651		60,926
Total research and development expenses	$	17,273	$	22,926	$	54,697	$	67,943

Direct expenses for the Company’s vascular trauma, arteriovenous (“AV”) access for hemodialysis and peripheral artery disease (“PAD”) indications include costs related to the Company’s clinical trials, including fees paid to clinical research organizations (“CROs”), consultants, clinical sites and investigators. Costs related to development activities which broadly support multiple programs using the Company’s technology platform, including personnel, materials and supplies cost prior to inventory capitalization, external services costs, and other internal expenses, such as facilities and overhead costs, are not allocated to individual research and development programs. Other research and development expenses reported in the table above include direct costs not identifiable with a specific product candidate, including costs associated with the Company’s research and development platform used across programs, process development, manufacturing analytics and preclinical research and development for prospective product candidates and new technologies.

Non-cash Operating Expenses


	Three Months Ended September 30,				Nine Months Ended September 30,
($ in thousands)	2025		2024		2025		2024
Depreciation expense	$	1,342	$	1,289	$	3,987	$	3,819
Stock-based compensation expense	2,510		1,552		7,431		4,443

Inventory

The Company capitalizes inventory when it concludes that commercialization and future economic benefit from the sale of products is probable. Prior to this conclusion, the Company expenses inventory as research and development expense in the condensed consolidated statements of operations and comprehensive income (loss) in the period incurred. The determination to capitalize inventory costs is based on various factors, including the product’s historical shelf life, the product’s current status in the development and regulatory approval process, results from related clinical trials, results from meetings with relevant regulatory agencies, potential obstacles to the approval process and viability of commercialization and market trends.

In early 2025, based on the Company’s assessment of the legal and regulatory process related to Symvess, the Company concluded that it met the criteria to capitalize expenditures as inventory. The Company capitalized $18.4 million of inventory as of September 30, 2025 and none as of December 31, 2024. Inventory is stated at the lower of cost or net realizable value. The Company’s inventory is valued under the first in, first out method. The Company does not have an allowance for inventory obsolescence as of September 30, 2025. Cost of goods sold was $0.3 million and $0.6 million for the three and nine months ended September 30, 2025, respectively, and includes overhead related to unused production capacity, which was recorded as an expense during the period, as well as royalty expense related to the Company’s product sales. There was no cost of goods sold recognized during the three and nine months ended September 30, 2024.

Revenue Recognition

Revenue from Customers

Under Accounting Standards Codification 606, “Revenue from Contracts with Customers” (“ASC 606”), revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. ASC 606 also impacts certain other areas, such as the accounting for costs to obtain or fulfill a contract.

In addition, ASC 606 requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.

For contracts where the period between when the Company transfers a promised good or service to the customer and when the customer pays is one year or less, the Company has elected the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component.

Product Revenue

The Company’s current source of product revenue has been from U.S. sales of Symvess. The Company recognizes product revenue upon delivery of Symvess to the customer. Revenue is recognized based on the price stated in the approved contract or purchase order. There are no contractual rights of returns and replacements for damaged products are provided free of charge. Accounts receivable related to product sales was approximately $0.4 million as of September 30, 2025.

Contract Revenue

Contract revenue consists of revenue related to a single contract with a customer to recover contract expenses. The expenses incurred related to the contract are primarily classified as research and development expenses on the Company’s condensed consolidated statements of operations and comprehensive income (loss). The Company recognizes revenue associated with each performance obligation as the research and development services are provided using an input method, according to the actual costs incurred compared to the total costs expected to be incurred to satisfy the performance obligation. The transfer of control occurs as the program expenses are incurred and, in management’s judgment, is the best measure of progress towards satisfying each performance obligation. The transaction price is determined based on the milestones within the contract and there is no variable consideration. Accounts receivable related to the Company’s contract revenue was approximately $0.1 million and $0.2 million as of September 30, 2025 and December 31, 2024, respectively.

Concentration of Credit Risk

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, including amounts classified as restricted cash. Total cash balances exceeded insured balances by the Federal Deposit Insurance Corporation as of September 30, 2025 and December 31, 2024. The Company believes it mitigates this risk by monitoring the financial stability of the institutions holding material cash and cash equivalents balances. The Company maintains the majority of these balances at a Global Systemically Important Bank, as designated by the Financial Stability Board. The Company has cash equivalents that are invested in highly rated money market funds that are invested only in obligations of the U.S. government and its agencies. The Company has not experienced any credit loss relating to its cash and cash equivalents.

The Company believes that credit risks associated with its customers and contractual partners are not significant and has not recorded an allowance for credit loss as of September 30, 2025.

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 September 30, 2025 and December 31, 2024, $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.

As of December 31, 2024, restricted cash consisted of $50.0 million maintained in an account that was not subject to the Company’s unilateral control, in accordance with the amended Purchase Agreement. On September 17, 2025, Humacyte, Inc. and Global entered into the Purchase Agreement Amendment with the Purchasers and the Agent to further amend the Purchase Agreement. In connection with the Purchase Agreement Amendment, the Company made the Purchase Agreement Amendment Payment of $50.0 million, funded from the restricted cash previously maintained for the benefit of the Agent. As a result of the Purchase Agreement Amendment Payment, the Company is no longer obligated to maintain $50.0 million of restricted cash in an account for the benefit of the Agent unless the Purchase Agreement has not been repaid in full by December 31, 2025, at which point the Company will be required to maintain $12.5 million in such account. As of September 30, 2025, no restricted cash related to the Purchase Agreement remains on the accompanying condensed consolidated balance sheets.

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 September 30, 2025 and December 31, 2024.


($ in thousands)	September 30, 2025		December 31, 2024

Cash and cash equivalents	$	19,488	$	44,937
Restricted cash included in prepaid expenses and other current assets	144		144
Restricted cash included in long-term assets	209		50,209
Total cash, cash equivalents and restricted cash	$	19,841	$	95,290

Leases

During the third quarter of 2025, the Company executed an amendment to its lease agreements that extended the lease term and modified key financial terms, including rent and related provisions. The amendment also resulted in a remeasurement of the related lease liability and right‑of‑use asset as of September 30, 2025, using the Company’s incremental borrowing rate at that date. See Note 8 — Leases for additional details regarding the amendment and its impact to the condensed consolidated financial statements.

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 shares of Common Stock outstanding during the period without consideration of potentially dilutive shares of 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. The calculation of net loss per share also considers the effect of participating securities. The Common Stock warrants issued in the Company’s October 2024 and November 2024 registered direct offerings are considered participating securities and are included in the computation of net income per share pursuant to the two-class method. In applying the two-class method, during periods of net income, earnings are allocated to both Common Stock and participating securities based on their respective weighted-average shares outstanding for the period. During periods of net loss, no effect is given to participating securities since they do not share in the losses of the Company. As the Company has incurred losses for the three and nine months ended September 30, 2025 and 2024, 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 Months Ended September 30,		Nine Months Ended September 30,
	2025	2024	2025	2024





Exercise of options under stock plan	16,537,950	12,287,369	16,537,950	12,287,369
Warrants to purchase Common Stock	9,833,910	5,588,506	11,527,441	5,588,506
Exercise of option by underwriters	—	—	412,088	—

The 15,000,000 Contingent Earnout Shares, as defined in Note 9, 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 shares subject to the Option Agreement, as defined in Note 7 — Revenue Interest Purchase Agreement, are 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, successful commercialization of Symvess and regulatory approval and commercialization of its product candidates, if approved, the expected size of the target populations for the Company’s product candidates, the degree of market acceptance of Symvess, and if approved by regulatory authorities, its product candidates, the availability of third-party coverage and reimbursement, development by competitors of new technological innovations, the ability to manufacture Symvess and its 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 December 2023, the Financial Accounting Standards Board (“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. The enhanced disclosures required by ASU 2023-09 are effective for the Company beginning with its 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 consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40), Disaggregation of Income Statement Expenses” (“ASU 2024-03”). In January 2025, the FASB issued ASU No. 2025-01, “Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40), Clarifying the Effective Date” (“ASU 2025-01”). ASU 2024-03 requires additional disclosure about the nature and amounts of expenses included in certain expense captions presented on the income statement to enhance the transparency of the relevant expense captions. ASU 2024-03, as clarified by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. Entities may elect to apply the amendments either prospectively or retrospectively. The Company is currently evaluating the impact of adopting ASU 2024-03 on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU No. 2025-07, “Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topics 606): Derivatives Scope Refinements and Scope Clarification for Share-based Noncash Consideration from a Customer in a Revenue Contract” (“ASU 2025-07”). The amendments in this update are intended to reduce the cost and complexity of evaluating whether contracts with features based on the operations or activities of one of the parties to the contract are derivatives, improve the representation of the economics of those contracts in the financial statements, and reduce diversity in practice. This ASU also clarifies that share-based noncash consideration from a customer should initially be accounted for under Topic 606 until the right to receive or retain such consideration becomes unconditional, at which point financial instruments guidance may apply. This standard is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. Early adoption is permitted. Entities may apply the amendments prospectively or on a modified retrospective basis. The Company is currently evaluating the impact of adopting ASU 2025-07 on its consolidated financial statements and related disclosures.

Leases (Tables)

9 Months Ended

Sep. 30, 2025

Leases [Abstract]

Schedule of Quantitative Information About Company's Leases

The following summarizes quantitative information about the Company’s leases:


	Three Months Ended September 30,				Nine Months Ended September 30,
($ in thousands)	2025		2024		2025		2024
Finance lease cost
Amortization of right-of-use assets	524		522		1,570		1,563
Interest on lease liabilities	316		375		994		1,162
Total finance lease cost	840		897		2,564		2,725
Operating lease cost	$	26	$	26	$	79	$	79
Total lease cost	$	866	$	923	$	2,643	$	2,804


	Nine Months Ended September 30, 2025						Nine Months Ended September 30, 2024
($ in thousands)	Finance Leases			Operating Leases			Finance Leases			Operating Leases

Operating cash flows from leases	$	994		$	79		$	1,162		$	79
Financing cash flows from leases	$	(2,157)		$	—		$	(1,906)		$	—
Weighted-average remaining lease term	9.98			0			3.82			4.36
Weighted-average discount rate	8.50		%	—		%	8.50		%	8.50		%

Schedule of Maturities of Finance Lease Liabilities

As of September 30, 2025, the maturities of the Company’s finance lease liabilities were as follows:


($ in thousands)	Finance Leases
2025	$	1,052
2026	2,428
2027	(301)		(1)
2028	2,500
2029	3,537
Thereafter	53,001
Total	62,217
Less: present value discount	(32,392)
Lease liabilities	$	29,825

___________________________

(1)For the year ending 2027, the negative amount reflects a reimbursement from the lessor for tenant improvement costs. The reimbursement exceeds the scheduled lease payments for that period.

Summary of Significant Accounting Policies - Research and Development (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Segment Reporting Information [Line Items]
Research and development	$ 17,273	$ 22,926	$ 54,697	$ 67,943
Reportable Segment
Segment Reporting Information [Line Items]
Research and development	17,273	22,926	54,697	67,943
Total \| Reportable Segment
Segment Reporting Information [Line Items]
Research and development	1,890	2,388	5,046	7,017
Vascular Trauma \| Reportable Segment
Segment Reporting Information [Line Items]
Research and development	278	439	690	1,904
AV Access \| Reportable Segment
Segment Reporting Information [Line Items]
Research and development	1,612	1,927	4,356	4,952
PAD \| Reportable Segment
Segment Reporting Information [Line Items]
Research and development	0	22	0	161
Total \| Reportable Segment
Segment Reporting Information [Line Items]
Research and development	15,383	20,538	49,651	60,926
External services \| Reportable Segment
Segment Reporting Information [Line Items]
Research and development	1,569	1,915	4,466	5,340
Materials and supplies \| Reportable Segment
Segment Reporting Information [Line Items]
Research and development	4,903	5,451	13,289	17,470
Payroll and personnel expenses \| Reportable Segment
Segment Reporting Information [Line Items]
Research and development	8,316	9,621	26,948	27,763
Other research and development expenses \| Reportable Segment
Segment Reporting Information [Line Items]
Research and development	$ 595	$ 3,551	$ 4,948	$ 10,353

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2025
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Stockholders' Equity (Deficit) and Warrants - ATM Facility Narrative (Details) - ATM Facility - USD ($) $ / shares in Units, $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2025	Sep. 30, 2025	Sep. 01, 2022
Class of Stock [Line Items]
Common stock purchase agreement, amount authorized, value			$ 80.0
Number of shares issued (in shares)	2,492,410	3,792,280
Price per share (in dollars per share)	$ 2.64	$ 2.72
Net proceeds from sales of stock	$ 6.2	$ 9.8
Common stock purchase agreement, amount remaining	$ 62.7	$ 62.7

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
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-Name Accounting Standards Codification
-Section 50
-Paragraph 8A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-2

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147479857/480-10-S50-1

Reference 5: http://www.xbrl.org/2003/role/exampleRef
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-Paragraph 13
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 6: http://www.xbrl.org/2003/role/recommendedDisclosureRef
-Topic 272
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-Section 45
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483014/272-10-45-3

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 272
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482987/272-10-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
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-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (a)
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 18
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Stockholders’ Equity (Deficit) and Warrants - Public and Private Placement Warrants Narrative (Details) $ / shares in Units, $ in Thousands		3 Months Ended	9 Months Ended
	Aug. 26, 2021 USD ($) $ / shares shares	Sep. 30, 2024 USD ($)	Sep. 30, 2025 USD ($) $ / shares	Sep. 30, 2024 USD ($)	Oct. 06, 2025 $ / shares shares	Dec. 31, 2024 USD ($) $ / shares
Class of Warrant or Right [Line Items]
Number of shares of common stock called by each warrant (in shares) \| shares	1
Warrants, exercise price (in dollars per share) \| $ / shares	$ 11.50
Share accepting a tender offer entitles warrants to receive cash (as a percent)	50.00%
Common stock warrant liabilities \| $			$ 3,234			$ 19,254
October 2025 Registered Direct Offering \| Subsequent Event
Class of Warrant or Right [Line Items]
Warrants, exercise price (in dollars per share) \| $ / shares					$ 2.11
Public Warrants
Class of Warrant or Right [Line Items]
Expected term (years)	5 years
Public Warrants \| Current stock price
Class of Warrant or Right [Line Items]
Warrants, measurement input \| $ / shares	2.80
Private Placement Warrants
Class of Warrant or Right [Line Items]
Common stock warrant liabilities \| $	$ 600		100			$ 400
(Gain) loss on remeasurement of warrants \| $		$ 100	$ (300)	$ 300
Private Placement Warrants \| Current stock price
Class of Warrant or Right [Line Items]
Warrants, measurement input \| $ / shares			1.74			5.05
October 2025 Registered Direct Offering Warrants \| October 2025 Registered Direct Offering \| Subsequent Event
Class of Warrant or Right [Line Items]
Class of warrant or right, number of securities called by warrants or rights (in shares) \| shares					28,436,018
Merger Agreement \| Public Warrants \| Warrants to purchase Common Stock \| Assumption of Publicly Traded Securities
Class of Warrant or Right [Line Items]
Number of securities issued or issuable (in shares) \| shares	5,000,000
Merger Agreement \| Private Placement Warrants \| Warrants to purchase Common Stock \| Private Placement
Class of Warrant or Right [Line Items]
Number of securities issued or issuable (in shares) \| shares	177,500

Stockholders’ Equity (Deficit) and Warrants

9 Months Ended

Sep. 30, 2025

Stockholders' Equity Note [Abstract]

Stockholders’ Equity (Deficit) and Warrants

Public Offerings

On February 29, 2024, the Company entered into an underwriting agreement with Cowen and Company, LLC and Cantor Fitzgerald & Co., as representatives of the several underwriters named therein, relating to the issuance and sale in an underwritten offering (the “2024 Public Offering”) of 15,410,000 shares of 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 2024 Public Offering were approximately $43.0 million after deducting underwriting discounts and commissions and offering expenses. The 2024 Public Offering closed on March 5, 2024.

On March 25, 2025, the Company entered into an underwriting agreement with TD Securities (USA) LLC, Barclays Capital Inc. and BTIG, LLC, as representatives of the several underwriters named therein, relating to the issuance and sale in an underwritten offering (the “2025 Public Offering”) of 25,000,000 shares of Common Stock, at a price to the public of $2.00 per share (the “Firm Shares”). The Company also granted the underwriters a 30-day option to purchase up to an additional 3,750,000 shares of Common Stock at the same price as the Firm Shares, which the underwriters did not exercise. The net proceeds to the Company from the 2025 Public Offering were approximately $46.7 million after deducting underwriting discounts and commissions and offering expenses. The 2025 Public Offering closed on March 27, 2025.

Equity Line Financing

On September 24, 2024, the Company entered into the Common Stock Purchase Agreement with Lincoln Park for an equity line financing, which provides that, subject to the terms and conditions set forth therein, the Company has the sole right, but not the obligation, to sell to Lincoln Park shares of Common Stock having an aggregate value of up to $50.0 million over a 24-month period. The Company controls the timing and amount of any sales of Purchase Shares to Lincoln Park pursuant to the Common Stock Purchase Agreement in its sole discretion. In consideration for entering into the Common Stock Purchase Agreement, the Company issued 115,705 shares of Common Stock (the “Commitment Shares”) to Lincoln Park. The Company did not receive any cash proceeds from the issuance of the Commitment Shares. The fair value of the Common Stock Purchase Agreement was measured on the issuance date based on the fair value of the Commitment Shares, which was the consideration given to Lincoln Park in exchange for entering into the agreement. The fair value of the Commitment Shares on the issuance date was determined to be $0.7 million based on the closing price of the Common Stock on September 24, 2024, which was $6.12 per share. The Company recognized the fair value of the Commitment Shares as a non-current asset as a component of other long-term assets on the condensed consolidated balance sheets. The Common Stock Purchase Agreement is subsequently remeasured at each reporting date with changes in fair value recorded within Change in fair value of derivatives in the condensed consolidated statements of operations and comprehensive loss. Through September 30, 2025, the Company has sold 500,000 shares to Lincoln Park for aggregate

gross proceeds of $2.5 million and as of September 30, 2025, the Company had $47.5 million in remaining availability for sales of Common Stock under the Common Stock Purchase Agreement. There were no purchases under the Common Stock Purchase Agreement during the three and nine months ended September 30, 2025.

Registered Direct Offerings

On October 4, 2024, the Company entered into a securities purchase agreement with an institutional investor pursuant to which the investor purchased 5,681,820 shares of Common Stock and warrants to purchase up to 5,681,820 shares of Common Stock (the “October 2024 RDO Warrants”) in a registered direct offering (the “October 2024 Registered Direct Offering”). See below for additional information regarding the October 2024 RDO Warrants. The purchase price for one share of Common Stock and one warrant issued in the October 2024 Registered Direct Offering was $5.28. The net proceeds to the Company from the October 2024 Registered Direct Offering were approximately $28.0 million after deducting placement agent’s fees and offering expenses of approximately $2.0 million. The October 2024 Registered Direct Offering closed on October 7, 2024.

On November 13, 2024, the Company entered into a securities purchase agreement with an institutional investor pursuant to which the investor purchased 2,808,988 shares of Common Stock and warrants to purchase up to 2,808,988 shares of Common Stock (the “November 2024 RDO Warrants”) in a registered direct offering (the “November 2024 Registered Direct Offering”). See below for additional information regarding the November 2024 RDO Warrants. The purchase price for one share of Common Stock and one warrant issued in the November 2024 Registered Direct Offering was $5.34. The net proceeds to the Company from the November 2024 Registered Direct Offering were approximately $14.9 million after deducting offering expenses of approximately $0.1 million. The November 2024 Registered Direct Offering closed on November 15, 2024.

On October 6, 2025, the Company entered into a securities purchase agreement with an institutional investor pursuant to which the investor purchased 28,436,018 shares of Common Stock and warrants to purchase up to 28,436,018 shares of Common Stock (the “October 2025 RDO Warrants”) in a registered direct offering (the “October 2025 Registered Direct Offering”). See Note 14 — Subsequent Events for additional information.

ATM Facility

On September 1, 2022, the Company entered into the ATM Facility for the sale from time to time of up to $80.0 million of shares of Common Stock. During the three months ended September 30, 2025, the Company sold an aggregate of 2,492,410 shares of Common Stock under the ATM Facility at an average price of $2.64 per share for net proceeds of approximately $6.2 million. During the nine months ended September 30, 2025, the Company sold an aggregate of 3,792,280 shares of Common Stock under the ATM Facility at an average price of $2.72 per share for net proceeds of approximately $9.8 million. As of September 30, 2025, the Company had $62.7 million in remaining availability for sales of Common Stock under the ATM Facility.

Common Stock

In June 2025, the Company amended its Second Amended and Restated Certificate of Incorporation to increase the authorized number of shares of Common Stock from 250,000,000 to 350,000,000.

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 September 30, 2025, 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 September 30, 2025, the Company had reserved Common Stock for future issuances as follows:


	September 30, 2025
Common Stock reserved for Contingent Earnout Shares	15,000,000
Common Stock reserved for Common Stock Purchase Agreement	12,000,000
Common Stock reserved for ATM Facility	14,874,124
Common Stock reserved for Option Agreement	1,073,333	(2)
Exercise of options outstanding under stock plans	16,537,950
Options available for issuance under stock plans	8,037,751

Warrants to purchase Common Stock	9,833,910
	77,357,068

___________________________

(2)Assumes the exercise of the $8,050,000 of shares of Common Stock remaining under the 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, preferences and relative, participating, optional, special and other rights shall be stated and expressed in such resolutions and the certificate of designations. There were 20,000,000 shares designated as preferred stock and none were outstanding as of September 30, 2025 and December 31, 2024.

Warrants

The Company had the following Common Stock warrants outstanding:


	September 30, 2025	December 31, 2024

Legacy Humacyte Common Stock Warrants	411,006	411,006
Private Placement Warrants	177,500	177,500
Public Warrants	5,000,000	5,000,000
October 2024 RDO Warrants	2,840,910	5,681,820
November 2024 RDO Warrants	1,404,494	2,808,988
Total Common Stock Warrants	9,833,910	14,079,314

On April 5, 2025, October 2024 RDO Warrants to purchase 2,840,910 shares of Common Stock expired. On May 14, 2025, November 2024 RDO Warrants to purchase 1,404,494 shares of Common Stock expired. Other than as disclosed above, there were no issuances, exercises or expirations of warrants during the nine months ended September 30, 2025 or September 30, 2024. On October 6, 2025, in connection with the October 2025 Registered Direct Offering, the Company issued the October 2025 RDO Warrants to purchase 28,436,018 shares of Common Stock. See Note 14 — Subsequent Events for additional information.

Legacy Humacyte Common Stock Warrants

In connection with the Company’s former loan agreement with SVB, in 2021 the Company granted warrants to the lenders to purchase up to 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.

Public and Private Placement 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 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 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 shares of 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 met 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 met 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 nine months ended September 30, 2025 and 2024. The remeasurement of the Private Placement Warrant liability to a fair value of $0.1 million as of September 30, 2025 from $0.4 million as of December 31, 2024 resulted in an insignificant non-cash gain for the three months ended September 30, 2025, and a gain of $0.3 million for the nine months ended September 30, 2025, compared to non-cash losses of $0.1 million and $0.3 million for the three and nine months ended September 30, 2024, respectively. The remeasurement of the Private Placement Warrant liability is classified within Change in fair value of derivatives 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:


	September 30, 2025			December 31, 2024
Market price of public stock	$	1.74		$	5.05
Exercise price	$	11.50		$	11.50
Expected term (years)	0.90			1.65
Expected share price volatility	188.6		%	128.0		%
Risk-free interest rate	3.68		%	4.22		%
Estimated dividend yield	0		%	0		%

Registered Direct Offering Warrants

Collectively, the October 2024 RDO Warrants and the November 2024 RDO Warrants are referred to as the “Registered Direct Offering Warrants”. The Company evaluated the Registered Direct Offering Warrants to determine the appropriate financial statement classification upon issuance. The Registered Direct Offering Warrants are not mandatorily redeemable and are considered to be freestanding instruments as they are separately exercisable into shares of Common Stock. The Company is not required to transfer assets to settle the warrants, except potentially as a result of a fundamental transaction (defined in the Registered Direct Offering Warrants to include various merger and change in control transactions). As such, the Registered Direct Offering Warrants were not classified as liabilities under ASC 480. The Company then evaluated the Registered Direct Offering Warrants under ASC 815.

The agreements governing the Registered Direct Offering Warrants include a provision, which, if applied, could result in a different settlement value for the Registered Direct Offering Warrants. The Registered Direct Offering Warrants cannot be exercised if after the exercise the warrant holder would own more than 4.99% of the outstanding Common Stock (the “Beneficial Ownership Limitation”). The holder may elect to increase the Beneficial Ownership Limitation to 9.99%. The Beneficial Ownership Limitation constitutes an exercise contingency in that it limits or defers the exercise of some of the Registered Direct Offering Warrants if the limitation would otherwise be reached, depending on the number of shares of Common Stock that are outstanding. The exercise contingency is not based on either an observable market or an observable index, so it does not preclude the Registered Direct Offering Warrants from being considered indexed to the Company’s own stock.

In the event of a fundamental transaction, if the Registered Direct Offering Warrant holder elects to have the Company repurchase the applicable Registered Direct Offering Warrant(s), the Black-Scholes value of the Registered Direct Offering Warrant is calculated with adjustments to the stock price and volatility of the shares of Common Stock on the market. These are not standard adjustments in determining the fair value of an option. As the volatility adjustment provision violates the fixed-for-fixed rule, the Registered Direct Offering Warrants are not considered to be “indexed to the Company’s own stock” and therefore are not classified in stockholders’ equity. As the Registered Direct Offering Warrants meet the definition of a derivative, the Company recorded these warrants as liabilities on the consolidated balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statements of operations and comprehensive loss at each reporting date.

The Registered Direct Offering Warrants holders are entitled to participate in dividends and other distributions of assets to the same extent as if the holders held the number of shares of Common Stock issuable upon exercising the Registered Direct Offering Warrants. Therefore, the Registered Direct Offering Warrants are considered participating securities and are included in the computation of net income per share pursuant to the two-class method. In applying the two-class method, during periods of net income, earnings are allocated to both Common Stock and participating securities based on their respective weighted-average shares outstanding for the period. During periods of net loss, no effect is given to participating securities since they do not share in the losses of the Company.

October 2024 RDO Warrants

The October 2024 RDO Warrants were immediately exercisable. October 2024 RDO Warrants to purchase 2,840,910 shares of Common Stock had an exercise price of $5.28 per share, and expired 180 days from the date of issuance unexercised. The remaining October 2024 RDO Warrants to purchase 2,840,910 shares of Common Stock have an exercise price of $5.28 per share, and will expire 1,640 days from the date of issuance.

The October 2024 RDO Warrants were initially recognized as a liability on the issuance date at a fair value of $15.2 million and were subsequently remeasured to a fair value of $12.4 million as of December 31, 2024. The remeasurement of the October RDO Warrants liability to a fair value of $2.1 million as of September 30, 2025 resulted in a non-cash gain of $0.7 million and a non-cash gain of $10.4 million for the three and nine months ended September 30, 2025, respectively, classified within Change in fair value of derivatives in the condensed consolidated statements of operations and comprehensive loss. See Note 3 — Fair Value Measurements for a summary of the change in the fair value of the October 2024 RDO Warrants during the three and nine months ended September 30, 2025.

The October 2024 RDO Warrants were valued using the following assumptions under the Black-Scholes valuation model:



	180 Day Warrants			1,640 Day Warrants
	December 31, 2024			September 30, 2025			December 31, 2024
Market price of public stock	$	5.05		$	1.74		$	5.05
Exercise price	$	5.28		$	5.28		$	5.28
Expected term (years)	0.27			3.52			4.27
Expected share price volatility	106.7		%	93.3		%	88.4		%
Risk-free interest rate	4.27		%	3.58		%	4.25		%
Estimated dividend yield	0		%	0		%	0		%

November 2024 RDO Warrants

The November 2024 RDO Warrants were immediately exercisable. November 2024 RDO Warrants to purchase 1,404,494 shares of Common Stock had an exercise price of $5.34 per share, and expired 180 days from the date of issuance unexercised. The remaining November 2024 RDO Warrants to purchase 1,404,494 shares of Common Stock have an exercise price of $5.34 per share, and will expire 1,640 days from the date of issuance.

The November 2024 RDO Warrants were initially recognized as a liability on the issuance date at a fair value of $6.1 million and were subsequently remeasured to a fair value of $6.4 million as of December 31, 2024. The remeasurement of the November 2024 RDO Warrants liability to a fair value of $1.1 million as of September 30, 2025 resulted in a non-cash gain of $0.4 million and a non-cash gain of $5.4 million for the three and nine months ended September 30, 2025, respectively, classified within Change in fair value of derivatives in the condensed consolidated statements of operations and comprehensive loss. See Note 3 — Fair Value Measurements for a summary of the change in the fair value of the November 2024 RDO Warrants during the three and nine months ended September 30, 2025.

The November 2024 RDO Warrants were valued using the following assumptions under the Black-Scholes valuation model:


	180 Day Warrants			1,640 Day Warrants
	December 31, 2024			September 30, 2025			December 31, 2024
Market price of public stock	$	5.05		$	1.74		$	5.05
Exercise price	$	5.34		$	5.34		$	5.34
Expected term (years)	0.37			3.62			4.37
Expected share price volatility	106.7		%	93.3		%	88.4		%
Risk-free interest rate	4.22		%	3.59		%	4.25		%
Estimated dividend yield	0		%	0		%	0		%

On October 6, 2025, in connection with the October 2025 Registered Direct Offering, the Company issued the October 2025 RDO Warrants to purchase 28,436,018 shares of Common Stock. See Note 14 — Subsequent Events for additional information.

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 (“Contingent Earnout 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 nine months ended September 30, 2025 and 2024. The remeasurement of the Contingent Earnout Liability to a fair value of $21.8 million as of September 30, 2025 from a fair value of $71.0 million as of December 31, 2024, resulted in a non-cash gain of $4.9 million and a non-cash gain of $49.2 million for the three and nine months ended September 30, 2025, respectively, compared to non-cash losses of $8.5 million and $38.7 million for the three and nine months ended September 30, 2024, respectively. 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:


	September 30, 2025			December 31, 2024
Current stock price	$	1.74		$	5.05
Expected share price volatility	85.8		%	84.8		%
Risk-free interest rate	4.16		%	4.58		%
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 815
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478448/946-505-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480237/815-40-50-6

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

+ Details

Inventory (Tables)

9 Months Ended

Sep. 30, 2025

Inventory Disclosure [Abstract]

Schedule of Inventory

Inventory is stated at the lower of cost or net realizable value and consisted of the following:


($ in thousands)	September 30, 2025		December 31, 2024

Raw materials	$	5,679	$	—
Work in process	12,098		—
Finished goods	641		—
Inventory	$	18,418	$	—

Fair Value Measurements - Narrative (Details) $ / shares in Units, $ in Thousands		3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 24, 2024 USD ($) $ / shares shares	Sep. 30, 2025 USD ($) year shares	Sep. 30, 2025 USD ($) year shares	Sep. 30, 2025 USD ($) year shares	Dec. 31, 2024 USD ($) year
Expected term (years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input \| year		10.00	10.00	10.00	10.00
Expected term (years) \| Contingent Derivative Liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent derivative, measurement input \| year		10	10	10
Measurement Input, Revenue Forecast, Discount Rate \| Contingent Derivative Liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent derivative, measurement input		0.126	0.126	0.126	0.142
Measurement Input, Payoff of Instrument, Discount Rate \| Contingent Derivative Liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent derivative, measurement input		0.122	0.122	0.122	0.118
Contingent Earnout Liability \| Expected term (years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input \| year		10	10	10
Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Common Stock Purchase Agreement derivative asset		$ 672	$ 672	$ 672	$ 672
Equity Line Financing
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Number of shares issued (in shares) \| shares		0	0	500,000
Common stock purchase agreement, amount authorized, value	$ 50,000
Common Stock Purchase Agreement derivative asset		$ 700	$ 700	$ 700	$ 700
Price per share (in dollars per share) \| $ / shares	$ 6.12
Equity Line Financing \| Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Common Stock Purchase Agreement derivative asset	$ 700
Commitment Shares \| Equity Line Financing
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Number of shares issued (in shares) \| shares	115,705

Property and Equipment, Net (Tables)

9 Months Ended

Sep. 30, 2025

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment, net consisted of the following:


($ in thousands)	September 30, 2025		December 31, 2024

Scientific and manufacturing equipment	$	29,758	$	29,059
Computer equipment	105		100
Software	1,025		1,024
Furniture and fixtures	1,066		1,066
Leasehold improvements	27,967		27,901

	59,921		59,150
Accumulated depreciation	(40,064)		(36,087)
Property and equipment, net	$	19,857	$	23,063

Stockholders' Equity (Deficit) and Warrants - Registered Direct Offering Warrants Narrative (Details) $ / shares in Units, $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2025 USD ($)	Sep. 30, 2025 USD ($)	Oct. 06, 2025 $ / shares shares	Dec. 31, 2024 USD ($)	Nov. 15, 2024 USD ($)	Nov. 13, 2024 $ / shares shares	Oct. 07, 2024 USD ($)	Oct. 04, 2024 $ / shares shares	Aug. 26, 2021 $ / shares
Class of Warrant or Right [Line Items]
Warrants, exercise price (in dollars per share)									$ 11.50
Common stock warrant liabilities \| $	$ 3,234	$ 3,234		$ 19,254
Registered Direct Offerings
Class of Warrant or Right [Line Items]
Beneficial ownership limitation percentage								0.0499
Beneficial ownership limitation, increased election, percentage								0.0999
October 2024 Registered Direct Offering
Class of Warrant or Right [Line Items]
Warrants, exercise price (in dollars per share)								$ 5.28
November 2024 Registered Direct Offering
Class of Warrant or Right [Line Items]
Warrants, exercise price (in dollars per share)						$ 5.34
October 2025 Registered Direct Offering \| Subsequent Event
Class of Warrant or Right [Line Items]
Warrants, exercise price (in dollars per share)			$ 2.11
October 2024 RDO Warrants liability \| October 2024 Registered Direct Offering
Class of Warrant or Right [Line Items]
Class of warrant or right, number of securities called by warrants or rights (in shares) \| shares								5,681,820
Common stock warrant liabilities \| $	2,100	2,100		12,400			$ 15,200
(Gain) loss on remeasurement of warrants \| $	(700)	(10,400)
Registered Direct Warrants, 180 Day, October 2024 \| October 2024 Registered Direct Offering
Class of Warrant or Right [Line Items]
Class of warrant or right, number of securities called by warrants or rights (in shares) \| shares								2,840,910
Warrants, exercise price (in dollars per share)								$ 5.28
Expected term (years)								180 days
Registered Direct Warrants, 1,640 Day, October 2024 \| October 2024 Registered Direct Offering
Class of Warrant or Right [Line Items]
Class of warrant or right, number of securities called by warrants or rights (in shares) \| shares								2,840,910
Warrants, exercise price (in dollars per share)								$ 5.28
Expected term (years)								1640 days
November 2024 RDO Warrants liability \| November 2024 Registered Direct Offering
Class of Warrant or Right [Line Items]
Class of warrant or right, number of securities called by warrants or rights (in shares) \| shares						2,808,988
Common stock warrant liabilities \| $	1,100	1,100		$ 6,400	$ 6,100
(Gain) loss on remeasurement of warrants \| $	$ (400)	$ (5,400)
Registered Direct Warrants, 180 Day, November 2024 \| November 2024 Registered Direct Offering
Class of Warrant or Right [Line Items]
Class of warrant or right, number of securities called by warrants or rights (in shares) \| shares						1,404,494
Warrants, exercise price (in dollars per share)						$ 5.34
Expected term (years)						180 days
Registered Direct Warrants, 1,640 Day, November 2024 \| November 2024 Registered Direct Offering
Class of Warrant or Right [Line Items]
Class of warrant or right, number of securities called by warrants or rights (in shares) \| shares						1,404,494
Warrants, exercise price (in dollars per share)						$ 5.34
Expected term (years)						1640 days
October 2025 Registered Direct Offering Warrants \| October 2025 Registered Direct Offering \| Subsequent Event
Class of Warrant or Right [Line Items]
Class of warrant or right, number of securities called by warrants or rights (in shares) \| shares			28,436,018

Property, Plant, and Equipment - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 1,300	$ 1,300	$ 3,987	$ 3,819

Stockholders’ Equity (Deficit) and Warrants (Tables)

9 Months Ended

Sep. 30, 2025

Stockholders' Equity Note [Abstract]

Schedule of Common Stock Reserved for Future Issuances

As of September 30, 2025, the Company had reserved Common Stock for future issuances as follows:


	September 30, 2025
Common Stock reserved for Contingent Earnout Shares	15,000,000
Common Stock reserved for Common Stock Purchase Agreement	12,000,000
Common Stock reserved for ATM Facility	14,874,124
Common Stock reserved for Option Agreement	1,073,333	(2)
Exercise of options outstanding under stock plans	16,537,950
Options available for issuance under stock plans	8,037,751

Warrants to purchase Common Stock	9,833,910
	77,357,068

___________________________

(2)Assumes the exercise of the $8,050,000 of shares of Common Stock remaining under the 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:


	September 30, 2025	December 31, 2024

Legacy Humacyte Common Stock Warrants	411,006	411,006
Private Placement Warrants	177,500	177,500
Public Warrants	5,000,000	5,000,000
October 2024 RDO Warrants	2,840,910	5,681,820
November 2024 RDO Warrants	1,404,494	2,808,988
Total Common Stock Warrants	9,833,910	14,079,314

Schedule of Assumptions Used in the Valuations

The Private Placement Warrants were valued using the following assumptions under the Monte Carlo simulation value model:


	September 30, 2025			December 31, 2024
Market price of public stock	$	1.74		$	5.05
Exercise price	$	11.50		$	11.50
Expected term (years)	0.90			1.65
Expected share price volatility	188.6		%	128.0		%
Risk-free interest rate	3.68		%	4.22		%
Estimated dividend yield	0		%	0		%

The October 2024 RDO Warrants were valued using the following assumptions under the Black-Scholes valuation model:



	180 Day Warrants			1,640 Day Warrants
	December 31, 2024			September 30, 2025			December 31, 2024
Market price of public stock	$	5.05		$	1.74		$	5.05
Exercise price	$	5.28		$	5.28		$	5.28
Expected term (years)	0.27			3.52			4.27
Expected share price volatility	106.7		%	93.3		%	88.4		%
Risk-free interest rate	4.27		%	3.58		%	4.25		%
Estimated dividend yield	0		%	0		%	0		%

The November 2024 RDO Warrants were valued using the following assumptions under the Black-Scholes valuation model:


	180 Day Warrants			1,640 Day Warrants
	December 31, 2024			September 30, 2025			December 31, 2024
Market price of public stock	$	5.05		$	1.74		$	5.05
Exercise price	$	5.34		$	5.34		$	5.34
Expected term (years)	0.37			3.62			4.37
Expected share price volatility	106.7		%	93.3		%	88.4		%
Risk-free interest rate	4.22		%	3.59		%	4.25		%
Estimated dividend yield	0		%	0		%	0		%

Assumptions used in the valuations are described below:


	September 30, 2025			December 31, 2024
Current stock price	$	1.74		$	5.05
Expected share price volatility	85.8		%	84.8		%
Risk-free interest rate	4.16		%	4.58		%
Estimated dividend yield	0		%	0		%
Expected term (years)	10.00			10.00

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2025

Accounting Policies [Abstract]

Basis of Presentation and Unaudited Interim Condensed Consolidated Financial Statements

Basis of Presentation

Unaudited Interim Condensed Consolidated Financial Statements

Consolidation

Basis of Presentation

Use of Estimates

Reclassifications

Segments

Additional disaggregated significant segment expenses that are not separately presented on the Company’s condensed consolidated statements of operations are presented below.

Research and Development Expenses


	Three Months Ended September 30,				Nine Months Ended September 30,
($ in thousands)	2025		2024		2025		2024
Direct Expenses
Vascular Trauma	$	278	$	439	$	690	$	1,904
AV Access	1,612		1,927		4,356		4,952
PAD	—		22		—		161
Total	1,890		2,388		5,046		7,017
Unallocated Expenses
External services	1,569		1,915		4,466		5,340
Materials and supplies	4,903		5,451		13,289		17,470
Payroll and personnel expenses	8,316		9,621		26,948		27,763
Other research and development expenses	595		3,551		4,948		10,353
Total	15,383		20,538		49,651		60,926
Total research and development expenses	$	17,273	$	22,926	$	54,697	$	67,943

Inventory

Revenue Recognition

Revenue from Customers

In addition, ASC 606 requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.

Product Revenue

Contract Revenue

Concentration of Credit Risk

The Company believes that credit risks associated with its customers and contractual partners are not significant and has not recorded an allowance for credit loss as of September 30, 2025.

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.

Net Loss per Share Attributable to Common Stockholders

Recent Accounting Pronouncements

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, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities as of September 30, 2025 and December 31, 2024 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.

Common Stock Purchase Agreement

The Company evaluated the Common Stock Purchase Agreement and determined that the agreement should be accounted for in accordance with ASC 815-40, “Derivatives and Hedging — Contracts on an Entity’s Own Equity”. Accordingly, the Company recorded a derivative asset with an initial fair value based on the 115,705 shares of Common Stock issued to Lincoln Park as consideration for its irrevocable commitment to purchase up to $50.0 million in shares of Common Stock. The initial fair value of $0.7 million was based on the closing price of the Common Stock on September 24, 2024, which was $6.12 per share, and the derivative asset is reported as a component of long-term assets on the condensed consolidated balance sheets. Subsequent changes in the fair value of the derivative asset are dependent upon, among other things, changes in the closing share price of Common Stock, the quantity and purchase price of the shares purchased by Lincoln Park during the reporting period and the unused capacity under the Common Stock Purchase Agreement. The Common Stock Purchase Agreement is subsequently remeasured at each reporting date with changes in fair value recorded within Change in fair value of derivatives in the condensed consolidated statements of operations and comprehensive loss.

Contingent Derivative Liability

The debt pursuant to the Purchase Agreement, as defined in Note 7, contains an embedded derivative related to the Put Option, as defined in Note 7, 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

Public and Private Placement Warrants

Public Warrants

Private Placement Warrants

Registered Direct Offering Warrants

Contingent Earnout Liability

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.

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.

•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.

Leases - Quantitative Information About Company's Leases (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024
Finance Leases
Operating cash flows from leases	$ 994	$ 1,162
Financing cash flows from leases	$ (2,157)	$ (1,906)
Weighted-average remaining lease term	9 years 11 months 23 days	3 years 9 months 25 days
Weighted-average discount rate	8.50%	8.50%
Operating Leases
Operating cash flows from leases	$ 79	$ 79
Weighted-average remaining lease term	0 years	4 years 4 months 9 days
Weighted-average discount rate	0.00%	8.50%

Property and Equipment, Net

9 Months Ended

Sep. 30, 2025

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

Property and equipment, net consisted of the following:


($ in thousands)	September 30, 2025		December 31, 2024

Scientific and manufacturing equipment	$	29,758	$	29,059
Computer equipment	105		100
Software	1,025		1,024
Furniture and fixtures	1,066		1,066
Leasehold improvements	27,967		27,901

	59,921		59,150
Accumulated depreciation	(40,064)		(36,087)
Property and equipment, net	$	19,857	$	23,063

Depreciation expense totaled $1.3 million and $4.0 million for the three and nine months ended September 30, 2025, respectively, and $1.3 million and $3.8 million for the three and nine months ended September 30, 2024, respectively. All long-lived assets are maintained in the United States.

Stockholders’ Equity (Deficit) and Warrants - Registered Direct Offerings Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands						9 Months Ended
	Oct. 06, 2025	Nov. 15, 2024	Nov. 13, 2024	Oct. 07, 2024	Oct. 04, 2024	Sep. 30, 2025	Sep. 30, 2024	Aug. 26, 2021
Class of Stock [Line Items]
Warrants, exercise price (in dollars per share)								$ 11.50
Payments of costs related to public offering						$ 340	$ 350
October 2024 Registered Direct Offering
Class of Stock [Line Items]
Number of shares issued (in shares)					5,681,820
Warrants, exercise price (in dollars per share)					$ 5.28
Net proceeds from issuance and sale of stock				$ 28,000
Payments of costs related to public offering				$ 2,000
October 2024 Registered Direct Offering \| October 2024 RDO Warrants liability
Class of Stock [Line Items]
Class of warrant or right, number of securities called by warrants or rights (in shares)					5,681,820
November 2024 Registered Direct Offering
Class of Stock [Line Items]
Number of shares issued (in shares)			2,808,988
Warrants, exercise price (in dollars per share)			$ 5.34
Net proceeds from issuance and sale of stock		$ 14,900
Payments of costs related to public offering		$ 100
November 2024 Registered Direct Offering \| November 2024 RDO Warrants liability
Class of Stock [Line Items]
Class of warrant or right, number of securities called by warrants or rights (in shares)			2,808,988
October 2025 Registered Direct Offering \| Subsequent Event
Class of Stock [Line Items]
Number of shares issued (in shares)	28,436,018
Warrants, exercise price (in dollars per share)	$ 2.11
Net proceeds from issuance and sale of stock	$ 56,500
Payments of costs related to public offering	$ 3,500
October 2025 Registered Direct Offering \| October 2025 Registered Direct Offering Warrants \| Subsequent Event
Class of Stock [Line Items]
Class of warrant or right, number of securities called by warrants or rights (in shares)	28,436,018

Stock-based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2025	Dec. 31, 2024
Number of Shares
Options outstanding, beginning of period (in shares)	12,274,139
Granted (in shares)	7,137,287
Exercised (in shares)	(15,514)
Forfeited (in shares)	(2,857,962)
Options outstanding, end of period (in shares)	16,537,950	12,274,139
Number of shares, Vested and exercisable (in shares)	6,677,814
Number of shares, Vested and expected to vest (in shares)	16,537,950
Weighted Average Exercise Price Per Share
Options outstanding, beginning of period (in dollars per share)	$ 4.96
Granted (in dollars per share)	4.07
Exercised (in dollars per share)	3.63
Forfeited (in dollars per share)	4.20
Options outstanding, end of period (in dollars per share)	4.71	$ 4.96
Weighted average exercise price, Vested and exercisable (in dollars per share)	5.89
Weighted average exercise price, Vested and expected to vest (in dollars per share)	$ 4.71
Weighted Average Remaining Contractual Term and Aggregate Intrinsic Value
Weighted average remaining contractual term, outstanding (in years)	7 years 9 months 18 days	7 years 8 months 12 days
Weighted average remaining contractual term, Vested and exercisable (in years)	6 years 1 month 6 days
Weighted average remaining contractual term, Vested and expected to vest (in years)	7 years 9 months 18 days
Aggregate intrinsic value, outstanding	$ 5	$ 16,202
Aggregate intrinsic value, Vested and exercisable	0
Aggregate intrinsic value, Vested and expected to vest	$ 5

Stockholders’ Equity (Deficit) and Warrants - Warrants (Details) - shares	Sep. 30, 2025	Dec. 31, 2024
Class of Warrant or Right [Line Items]
Warrants (in shares)	9,833,910	14,079,314
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
October 2024 RDO Warrants liability
Class of Warrant or Right [Line Items]
Warrants (in shares)	2,840,910	5,681,820
November 2024 RDO Warrants liability
Class of Warrant or Right [Line Items]
Warrants (in shares)	1,404,494	2,808,988
Legacy Humacyte Common Stock Warrants
Class of Warrant or Right [Line Items]
Warrants (in shares)	411,006	411,006

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2025

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 September 30, 2025
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents (money market funds)	$	12,166	$	—	$	—	$	12,166
Common Stock Purchase Agreement derivative asset	—		672		—		672


Total financial assets	$	12,166	$	672	$	—	$	12,838
Liabilities:
Contingent Earnout Liability	$	—	$	—	$	21,807	$	21,807
Contingent derivative liability	—		—		289		289
Private Placement Warrants liability	—		—		101		101
October 2024 RDO Warrants liability	—		—		2,083		2,083
November 2024 RDO Warrants liability	—		—		1,050		1,050
Option Agreement liability	—		—		6		6
JDRF Agreement derivative liability	—		—		134		134
Total financial liabilities	$	—	$	—	$	25,470	$	25,470


($ in thousands)	Fair Value Measured as of December 31, 2024
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents (money market funds)	$	32,044	$	—	$	—	$	32,044
Common Stock Purchase Agreement derivative asset	$	—	$	672	$	—	$	672


Total financial assets	$	32,044	$	672	$	—	$	32,716
Liabilities:
Contingent Earnout Liability	$	—	$	—	$	70,961	$	70,961
Contingent derivative liability	—		—		2,415		2,415
Private Placement Warrants liability	—		—		385		385
October 2024 RDO Warrants liability	—		—		12,437		12,437
November 2024 RDO Warrants liability	—		—		6,432		6,432
Option Agreement liability	—		—		64		64
JDRF Agreement derivative liability	—		—		121		121
Total financial liabilities	$	—	$	—	$	92,815	$	92,815

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 September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024

Fair value as of beginning of period	$	(26,700)	$	(68,080)	$	(70,961)	$	(37,916)
Change in fair value included in other income (expense), net	4,893		(8,489)		49,154		(38,653)
Fair value as of end of period	$	(21,807)	$	(76,569)	$	(21,807)	$	(76,569)

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 September 30,				Nine Months Ended September 30,
($ in thousands)	2025		2024		2025		2024

Fair value as of beginning of period	$	(3,161)	$	(4,266)	$	(2,415)	$	(2,636)
Fair value of embedded derivative upon issuance of debt	—		—		—		(1,552)
Change in fair value included in other income (expense), net	2,872		1,161		2,126		1,083
Fair value as of end of period	$	(289)	$	(3,105)	$	(289)	$	(3,105)

The following table presents a summary of the changes in the fair value of the Registered Direct Offering Warrants liabilities, as defined in Note 9, during the three and nine months ended September 30, 2025:


	October 2024 RDO Warrants				November 2024 RDO Warrants
($ in thousands)	Three Months Ended September 30, 2025		Nine Months Ended September 30, 2025		Three Months Ended September 30, 2025		Nine Months Ended September 30, 2025
Fair value as of beginning of period	$	(2,811)	$	(12,437)	$	(1,411)	$	(6,432)

Change in fair value included in other income (expense), net	728		10,354		361		5,382
Fair value as of end of period	$	(2,083)	$	(2,083)	$	(1,050)	$	(1,050)

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 September 30,				Nine Months Ended September 30,
($ in thousands)	2025		2024		2025		2024

Fair value as of beginning of period	$	(136)	$	(285)	$	(385)	$	(78)
Change in fair value included in other income (expense), net	35		(89)		284		(296)
Fair value as of end of period	$	(101)	$	(374)	$	(101)	$	(374)

Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2025	Dec. 31, 2024	May 12, 2023	Aug. 26, 2021
Liabilities:
Common stock warrant liabilities	$ 3,234	$ 19,254
Private Placement Warrants
Liabilities:
Common stock warrant liabilities	100	400		$ 600
Recurring
Assets:
Common Stock Purchase Agreement derivative asset	672	672
Total financial assets	12,838	32,716
Liabilities:
Contingent Earnout Liability	21,807	70,961
Total financial liabilities	25,470	92,815
Recurring \| Private Placement Warrants
Liabilities:
Common stock warrant liabilities	101	385
Recurring \| October 2024 RDO Warrants liability
Liabilities:
Common stock warrant liabilities	2,083	12,437
Recurring \| November 2024 RDO Warrants liability
Liabilities:
Common stock warrant liabilities	1,050	6,432
Recurring \| Contingent derivative liability
Liabilities:
Derivative liability	289	2,415	$ 2,400
Recurring \| Option Agreement liability
Liabilities:
Derivative liability	6	64	$ 55
Recurring \| JDRF Agreement derivative liability
Liabilities:
Derivative liability	134	121
Recurring \| Level 1
Assets:
Common Stock Purchase Agreement derivative asset	0	0
Total financial assets	12,166	32,044
Liabilities:
Contingent Earnout Liability	0	0
Total financial liabilities	0	0
Recurring \| Level 1 \| Private Placement Warrants
Liabilities:
Common stock warrant liabilities	0	0
Recurring \| Level 1 \| October 2024 RDO Warrants liability
Liabilities:
Common stock warrant liabilities	0	0
Recurring \| Level 1 \| November 2024 RDO Warrants liability
Liabilities:
Common stock warrant liabilities	0	0
Recurring \| Level 1 \| Contingent derivative liability
Liabilities:
Derivative liability	0	0
Recurring \| Level 1 \| Option Agreement liability
Liabilities:
Derivative liability	0	0
Recurring \| Level 1 \| JDRF Agreement derivative liability
Liabilities:
Derivative liability	0	0
Recurring \| Level 2
Assets:
Common Stock Purchase Agreement derivative asset	672	672
Total financial assets	672	672
Liabilities:
Contingent Earnout Liability	0	0
Total financial liabilities	0	0
Recurring \| Level 2 \| Private Placement Warrants
Liabilities:
Common stock warrant liabilities	0	0
Recurring \| Level 2 \| October 2024 RDO Warrants liability
Liabilities:
Common stock warrant liabilities	0	0
Recurring \| Level 2 \| November 2024 RDO Warrants liability
Liabilities:
Common stock warrant liabilities	0	0
Recurring \| Level 2 \| Contingent derivative liability
Liabilities:
Derivative liability	0	0
Recurring \| Level 2 \| Option Agreement liability
Liabilities:
Derivative liability	0	0
Recurring \| Level 2 \| JDRF Agreement derivative liability
Liabilities:
Derivative liability	0	0
Recurring \| Level 3
Assets:
Common Stock Purchase Agreement derivative asset	0	0
Total financial assets	0	0
Liabilities:
Contingent Earnout Liability	21,807	70,961
Total financial liabilities	25,470	92,815
Recurring \| Level 3 \| Private Placement Warrants
Liabilities:
Common stock warrant liabilities	101	385
Recurring \| Level 3 \| October 2024 RDO Warrants liability
Liabilities:
Common stock warrant liabilities	2,083	12,437
Recurring \| Level 3 \| November 2024 RDO Warrants liability
Liabilities:
Common stock warrant liabilities	1,050	6,432
Recurring \| Level 3 \| Contingent derivative liability
Liabilities:
Derivative liability	289	2,415
Recurring \| Level 3 \| Option Agreement liability
Liabilities:
Derivative liability	6	64
Recurring \| Level 3 \| JDRF Agreement derivative liability
Liabilities:
Derivative liability	134	121
Recurring \| Cash equivalents (money market funds)
Assets:
Cash equivalents (money market funds)	12,166	32,044
Recurring \| Cash equivalents (money market funds) \| Level 1
Assets:
Cash equivalents (money market funds)	12,166	32,044
Recurring \| Cash equivalents (money market funds) \| Level 2
Assets:
Cash equivalents (money market funds)	0	0
Recurring \| Cash equivalents (money market funds) \| Level 3
Assets:
Cash equivalents (money market funds)	$ 0	$ 0

Revenue Interest Purchase Agreement

9 Months Ended

Sep. 30, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Revenue Interest Purchase Agreement

On May 12, 2023, the Company and Global entered into the Purchase Agreement with the Purchasers, and another affiliate of Oberland, 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 former loan agreement with SVB. In February 2024, the FDA accepted the Company’s Biologics License Application (“BLA”) for an indication in vascular trauma, and in accordance with the Purchase Agreement, on March 11, 2024, the Company drew a subsequent installment of $20.0 million.

The FDA granted full approval for the Company’s BLA on December 19, 2024, and the Company elected not to draw the additional $40.0 million that became available under the Purchase Agreement. As of December 31, 2024, the Company was not entitled to draw on any further installments under the Purchase Agreement. On September 17, 2025, the Company entered into the Purchase Agreement Amendment, which modified certain terms of the agreement and the Company made a partial call payment of $50.0 million to the Purchasers. The Company analyzed the changes to the agreement and concluded the amendment resulted in a modification for accounting purposes.

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. Pursuant to the Purchase Agreement Amendment, 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 and the amount of the Purchase Agreement Amendment Payment. 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, subject to the same deductions and conditions described above. Additionally, the Company is permitted, at its option, to exercise its Call Option at a discounted repurchase price of $95.5 million, subject to the same deductions and conditions described above, so long as it is exercised on or prior to December 31, 2025, up to $7.5 million of which may be satisfied through the issuance of shares of the Company’s common stock, subject to the satisfaction of certain conditions.

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 was to remove requirements related to the leasehold mortgage. In exchange for the removal of these requirements, the Company funded an account in an amount of $54.0 million on August 14, 2024, over which the Agent has certain consent and other rights to $50.0 million of the funds. In connection with the Purchase Agreement Amendment, the Company made the Purchase Agreement Amendment Payment of $50.0 million, funded from the restricted cash previously maintained for the benefit of the Agent. As a result of the Purchase Agreement Amendment Payment, the Company is no longer obligated to maintain $50.0 million of restricted cash in an account for the benefit of the Agent unless the Purchase Agreement has not been repaid in full by December 31, 2025, at which point the Company will be required to maintain $12.5 million in such account. As of September 30, 2025 and December 31, 2024, $0 and $50.0 million, respectively, were classified as restricted cash on the accompanying condensed consolidated balance sheets.

The Company has agreed 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 its subsidiaries’ 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 $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 September 30, 2025 and December 31, 2024, $20.7 million and $64.2 million, respectively, was recorded as a revenue interest liability. As of September 30, 2025 and December 31, 2024, the current portion of the revenue interest liability was $3.1 million and $0.9 million, respectively. The estimated effective annual interest rate as of September 30, 2025 and December 31, 2024 was 52.1% and 13.7%, respectively. The Company recorded $2.3 million and $6.6 million in interest expense related to the Purchase Agreement for the three and nine months ended September 30, 2025, respectively, and recorded $2.0 million and $5.6 million in interest expense related to the Purchase Agreement for the three and nine months ended September 30, 2024, respectively. The Company incurred and paid $0.5 million of transaction costs during the nine months ended September 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 nine months ended September 30, 2025, the Company recorded $0.7 million and $0.9 million of product sales revenue, respectively, and made revenue interest payments totaling $45 thousand across both periods. During the three and nine months ended September 30, 2024, the Company did not record any product sales revenue.

In addition, during the three and nine months ended September 30, 2025, the Company made a $50.0 million partial call payment on revenue interest liability in connection with the Purchase Agreement Amendment, reducing the revenue interest liability to $20.7 million as of September 30, 2025.

The following table summarizes the revenue interest liability activity during the three and nine months ended September 30, 2025:


($ in thousands)
Revenue interest liability at December 31, 2024	$	64,239





Interest expense recognized	2,123

Revenue interest liability at March 31, 2025	66,362
Interest expense recognized	2,179
Revenue interest liability at June 30, 2025	68,541
Interest expense recognized	2,250
Revenue interest payments	(45)
Payment under amended Purchase Agreement	(50,000)
Revenue interest liability at September 30, 2025	20,746
Less current portion of revenue interest liability	(3,072)
Revenue interest liability, net of current portion at September 30, 2025	$	17,674

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 of shares of Common Stock in the 2024 Public Offering, as defined in Note 9, and as of September 30, 2025 and December 31, 2024, the Holders have the right to purchase up to $8,050,000 of shares of Common Stock under 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, and subsequent changes in the fair value are 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 September 30, 2025 and December 31, 2024 was $6 thousand and $64 thousand, respectively.

- 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 815
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
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-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/470/tableOfContent

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Section 50
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-Subparagraph (g)
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1I
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

+ Details

Summary of Significant Accounting Policies - Antidilutive Securities Excluded From Computation (Details) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024	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		$ 7.50		$ 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)	16,537,950	12,287,369	16,537,950	12,287,369
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)	9,833,910	5,588,506	11,527,441	5,588,506
Exercise of option by underwriters
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)	0	0	412,088	0

Revenue Interest Purchase Agreement - Narrative (Details) $ / shares in Units, $ in Thousands							3 Months Ended				9 Months Ended
	Sep. 17, 2025 USD ($)	Aug. 14, 2024 USD ($)	May 08, 2024 USD ($)	Mar. 11, 2024 USD ($)	Feb. 29, 2024 USD ($)	May 12, 2023 USD ($) $ / shares	Sep. 30, 2025 USD ($) $ / shares	Jun. 30, 2025 USD ($)	Mar. 31, 2025 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2025 USD ($) $ / shares	Sep. 30, 2024 USD ($)	Dec. 31, 2024 USD ($)	Dec. 19, 2024 USD ($)
Revenue Interest Liability [Line Items]
Payments on revenue interest liability											$ 50,000	$ 0
Restricted cash							$ 209				209		$ 50,209
Revenue interest liability, current portion							3,072				3,072		885
Total revenue							753			$ 0	1,571	0
Revenue interest payment											45	0
Symvess
Revenue Interest Liability [Line Items]
Total revenue							703			0	950	0
Equity Option \| Recurring
Revenue Interest Liability [Line Items]
Derivative liability						$ 55	6				6		64
Contingent Derivative Liability \| Recurring
Revenue Interest Liability [Line Items]
Derivative liability						2,400	289				289		2,415
Revenue Interest Purchase Agreement
Revenue Interest Liability [Line Items]
Total investment amount						150,000
Upfront payment received						$ 40,000
Undrawn capacity														$ 40,000
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
Purchaser payments, at discounted repurchase price						$ 95,500
Discounted repurchase price, portion satisfied through issuance of common stock						7,500
Contingent cash collateral funded		$ 54,000
Contingent cash collateral, restricted amount		$ 50,000
Payments on revenue interest liability	$ 50,000
Contingent cash collateral, restricted amount	$ 12,500		$ 50,000
Restricted cash							0				0		50,000
Debt issuance and transaction costs						2,100						500
Revenue interest liability							20,700				20,700		64,200
Revenue interest liability, current portion							$ 3,100				$ 3,100		$ 900
Effective interest rate							52.10%				52.10%		13.70%
Interest expense							$ 2,300			$ 2,000	$ 6,600	$ 5,600
Revenue interest payment							45				45
Revenue Interest Purchase Agreement \| Contingent Derivative Liability
Revenue Interest Liability [Line Items]
Debt discount from embedded contingent derivative liability				$ 1,600		$ 2,400
Revenue Interest Purchase Agreement \| Unsecured Debt
Revenue Interest Liability [Line Items]
Payments on revenue interest liability							50,000
Interest expense							2,250	$ 2,179	$ 2,123
Revenue interest payment							45
Reduction of revenue interest liability							$ 20,746	$ 68,541	$ 66,362		$ 20,746		$ 64,239
Revenue Interest Purchase Agreement \| Period Two
Revenue Interest Liability [Line Items]
Percentage of cumulative purchaser payments, repurchase price						1.75
Revenue Interest Purchase Agreement \| Period Three
Revenue Interest Liability [Line Items]
Percentage of cumulative purchaser payments, repurchase price						1.95
Revenue Interest Purchase Agreement \| Subsequent Installment One
Revenue Interest Liability [Line Items]
Milestone payment received				$ 20,000
Option Purchase Agreement \| TPC Investments III LP and TPC Investment Solutions LP
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	$ 7.50				$ 7.50
Option agreement, number of days volume-weighted average price						15 days
Option agreement, common stock issued					$ 1,950
Option agreement, remaining right to purchase common stock							$ 8,050				$ 8,050		$ 8,050

Stockholders’ Equity (Deficit) and Warrants - Contingent Earnout Liability Narrative (Details) $ / shares in Units, $ in Thousands		3 Months Ended		9 Months Ended
	Aug. 26, 2021 USD ($) year tranche $ / shares shares	Sep. 30, 2025 USD ($) year shares	Sep. 30, 2024 USD ($) shares	Sep. 30, 2025 USD ($) year shares	Sep. 30, 2024 USD ($) shares	Dec. 31, 2024 USD ($) year
Business Combination, 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		$ 21,807		$ 21,807		$ 70,961
Non-cash gain (loss) on remeasurement of Contingent Earnout Liability		$ (4,893)	$ 8,489	$ (49,154)	$ 38,653
Expected term (years)
Business Combination, Contingent Consideration [Line Items]
Measurement input \| year		10.00		10.00		10.00
Earnout Shares
Business Combination, 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	$ 21,800		$ 21,800		$ 71,000
Non-cash gain (loss) on remeasurement of Contingent Earnout Liability		$ (4,900)	$ 8,500	$ (49,200)	$ 38,700
Earnout Shares \| Expected term (years)
Business Combination, Contingent Consideration [Line Items]
Measurement input \| year	10
Earnout Shares \| Tranche one
Business Combination, Contingent Consideration [Line Items]
Closing stock price to trigger contingent earnout shares (in dollars per share) \| $ / shares	$ 15.00
Earnout Shares \| Tranche two
Business Combination, Contingent Consideration [Line Items]
Closing stock price to trigger contingent earnout shares (in dollars per share) \| $ / shares	$ 20.00

Related Party Transactions (Details) - USD ($) $ in Thousands			1 Months Ended		3 Months Ended	9 Months Ended
	Aug. 26, 2021	Feb. 16, 2021	Aug. 31, 2021	Jun. 30, 2018	Sep. 30, 2025	Sep. 30, 2025	Dec. 31, 2024
Related Party Transaction [Line Items]
Common stock, shares issued (in shares)					158,835,303	158,835,303	130,027,509
Accounts payable					$ 9,575	$ 9,575	$ 4,490
Accrued expenses					10,264	10,264	11,424
Fresenius Medical Care \| Fresenius Medical Care
Related Party Transaction [Line Items]
Financing transaction				$ 150,000
Conversion of stock (in shares)	15,812,735
Proceeds from PIPE financing			$ 25,000
Common stock, shares issued (in shares)			2,500,000
Distribution agreement, termination period		12 months
Accounts payable					100	100
Fresenius Medical Care Deutschland GmbH \| Fresenius Medical Care
Related Party Transaction [Line Items]
Accounts payable					0	0	100
Clinical research services expense					0	0
Accrued expenses							$ 100
Frenova Renal Research \| Fresenius Medical Care
Related Party Transaction [Line Items]
Accounts payable					100	100
Clinical research services expense					$ 200	$ 200

Summary of Significant Accounting Policies - Restricted Cash (Details) - USD ($) $ in Thousands	Sep. 30, 2025	Dec. 31, 2024	Sep. 30, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Cash and cash equivalents	$ 19,488	$ 44,937
Restricted cash included in prepaid expenses and other current assets	144	144
Restricted cash included in long-term assets	209	50,209
Total cash, cash equivalents and restricted cash	$ 19,841	$ 95,290	$ 70,924	$ 80,801

Inventory - Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2025	Dec. 31, 2024
Inventory Disclosure [Abstract]
Inventory	$ 18,418	$ 0

Stockholders’ Equity (Deficit) and Warrants - Public Offerings Narrative (Details) - USD ($) $ / shares in Units, $ in Millions	Mar. 27, 2025	Mar. 25, 2025	Mar. 05, 2024
Class of Stock [Line Items]
Price per share (in dollars per share)	$ 2.00		$ 3.00
Public Stock Offering
Class of Stock [Line Items]
Number of shares issued (in shares)	25,000,000		15,410,000
Net proceeds from issuance and sale of stock	$ 46.7		$ 43.0
Over-Allotment Option
Class of Stock [Line Items]
Number of shares issued (in shares)		3,750,000
Over-allotment option, period		30 days

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Stockholders’ Equity (Deficit) and Warrants - Warrants Narrative (Details) - $ / shares	Oct. 06, 2025	Sep. 30, 2025	May 14, 2025	Apr. 05, 2025	Dec. 31, 2024	Dec. 31, 2021	Aug. 26, 2021
Class of Warrant or Right [Line Items]
Warrants (in shares)		9,833,910			14,079,314
Warrants, exercise price (in dollars per share)							$ 11.50
Subsequent Event \| October 2025 Registered Direct Offering
Class of Warrant or Right [Line Items]
Warrants, exercise price (in dollars per share)	$ 2.11
October 2024 RDO Warrants liability
Class of Warrant or Right [Line Items]
Expired warrants (in shares)				2,840,910
Warrants (in shares)		2,840,910			5,681,820
November 2024 RDO Warrants liability
Class of Warrant or Right [Line Items]
Expired warrants (in shares)			1,404,494
Warrants (in shares)		1,404,494			2,808,988
October 2025 Registered Direct Offering Warrants \| Subsequent Event \| October 2025 Registered Direct Offering
Class of Warrant or Right [Line Items]
Class of warrant or right, number of securities called by warrants or rights (in shares)	28,436,018
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

Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2025	Dec. 31, 2024
Accrued Liabilities, Current [Abstract]
Accrued external research, development and manufacturing costs	$ 3,515	$ 4,889
Accrued employee compensation and benefits	6,193	6,242
Accrued professional fees	430	293
Accrued royalties	126	0
Total	$ 10,264	$ 11,424

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2025
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Proceeds from Sales of Shares On October 6, 2025, the Company entered into a securities purchase agreement with an institutional investor pursuant to which the investor purchased 28,436,018 shares of Common Stock and the October 2025 RDO Warrants to purchase up to 28,436,018 shares of Common Stock in the October 2025 Registered Direct Offering. The October 2025 RDO Warrants will become exercisable 180 days following the date of issuance, and will expire on April 7, 2031. The October 2025 RDO Warrants have an exercise price of $2.11 per share. The purchase price for one share of Common Stock and one October 2025 RDO Warrant was $2.11. The net proceeds to the Company from the October 2025 RDO Warrants were approximately $56.5 million after deducting placement agent’s fees and offering expenses of approximately $3.5 million. The October 2025 Registered Direct Offering closed on October 8, 2025.

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) - USD ($) $ in Thousands	Total	Commitment Shares	Public Stock Offering	ATM Facility	Equity Line Financing	Common Stock	Common Stock Commitment Shares	Common Stock Public Stock Offering	Common Stock ATM Facility	Common Stock Equity Line Financing	Additional Paid-in Capital	Additional Paid-in Capital Commitment Shares	Additional Paid-in Capital Public Stock Offering	Additional Paid-in Capital ATM Facility	Additional Paid-in Capital Equity Line Financing	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2023						103,673,728
Beginning balance at Dec. 31, 2023	$ 13,546					$ 10					$ 550,850					$ (537,314)
Equity
Issuance of common stock (in shares)								15,410,000
Issuance of common stock			$ 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
Beginning balance at Dec. 31, 2023	13,546					$ 10					550,850					(537,314)
Equity
Net income (loss)	(127,761)
Ending balance (in shares) at Sep. 30, 2024						119,842,940
Ending balance at Sep. 30, 2024	(63,721)					$ 12					601,342					(665,075)
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
Ending balance at Jun. 30, 2024	(28,287)					$ 12					597,574					(625,873)
Equity
Issuance of common stock (in shares)							115,705			200,000
Issuance of common stock		$ 708			$ 1,013							$ 708			$ 1,013
Proceeds from the exercise of stock options (in shares)						179,547
Proceeds from the exercise of stock options	495										495
Stock-based compensation	1,552										1,552
Net income (loss)	(39,202)															(39,202)
Ending balance (in shares) at Sep. 30, 2024						119,842,940
Ending balance at Sep. 30, 2024	$ (63,721)					$ 12					601,342					(665,075)
Beginning balance (in shares) at Dec. 31, 2024	130,027,509					130,027,509
Beginning balance at Dec. 31, 2024	$ (52,669)					$ 13					633,333					(686,015)
Equity
Issuance of common stock (in shares)								25,000,000	75,793
Issuance of common stock			$ 46,660	$ 370				$ 3					$ 46,657	$ 370
Proceeds from the exercise of stock options (in shares)						15,514
Proceeds from the exercise of stock options	56										56
Stock-based compensation	2,487										2,487
Net income (loss)	39,139															39,139
Ending balance (in shares) at Mar. 31, 2025						155,118,816
Ending balance at Mar. 31, 2025	$ 36,043					$ 16					682,903					(646,876)
Beginning balance (in shares) at Dec. 31, 2024	130,027,509					130,027,509
Beginning balance at Dec. 31, 2024	$ (52,669)					$ 13					633,333					(686,015)
Equity
Proceeds from the exercise of stock options (in shares)	15,514
Net income (loss)	$ (16,029)
Ending balance (in shares) at Sep. 30, 2025	158,835,303					158,835,303
Ending balance at Sep. 30, 2025	$ (4,751)					$ 16					697,277					(702,044)
Beginning balance (in shares) at Mar. 31, 2025						155,118,816
Beginning balance at Mar. 31, 2025	36,043					$ 16					682,903					(646,876)
Equity
Issuance of common stock (in shares)									1,224,077
Issuance of common stock				3,233										3,233
Stock-based compensation	2,434										2,434
Net income (loss)	(37,658)															(37,658)
Ending balance (in shares) at Jun. 30, 2025						156,342,893
Ending balance at Jun. 30, 2025	4,052					$ 16					688,570					(684,534)
Equity
Issuance of common stock (in shares)									2,492,410
Issuance of common stock				$ 6,197										$ 6,197
Stock-based compensation	2,510										2,510
Net income (loss)	$ (17,510)															(17,510)
Ending balance (in shares) at Sep. 30, 2025	158,835,303					158,835,303
Ending balance at Sep. 30, 2025	$ (4,751)					$ 16					$ 697,277					$ (702,044)

- Definition

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

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- 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.

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+ Details

Organization and Description of Business (Details) $ / shares in Units, $ in Thousands					3 Months Ended		9 Months Ended
	Sep. 17, 2025 USD ($)	Apr. 28, 2025 employee	Sep. 24, 2024 USD ($) $ / shares	May 08, 2024 USD ($)	Sep. 30, 2025 USD ($) $ / shares	Sep. 30, 2024 USD ($)	Sep. 30, 2025 USD ($) $ / shares	Sep. 30, 2024 USD ($)	Jun. 30, 2025 USD ($)	Mar. 31, 2025 USD ($)	Dec. 31, 2024 USD ($) $ / shares	Aug. 14, 2024 USD ($)	May 12, 2023 purchaser	Sep. 01, 2022 USD ($)
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Accumulated deficit					$ (702,044)		$ (702,044)				$ (686,015)
Operating losses					24,390	$ 30,233	77,301	$ 86,310
Net cash used in operating activities							78,918	71,545
Payments on revenue interest liability							50,000	$ 0
Restricted cash					$ 209		$ 209				$ 50,209
Common stock, par value (in dollars per share) \| $ / shares			$ 0.0001		$ 0.0001		$ 0.0001				$ 0.0001
Cash and cash equivalents					$ 19,488		$ 19,488				$ 44,937
Reduction in workforce \| employee		30
Equity Line Financing
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Common stock purchase agreement, amount authorized, value			$ 50,000
Common stock purchase agreement term			24 months
Common stock purchase agreement, amount remaining					47,500		47,500
ATM Facility
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Common stock purchase agreement, amount authorized, value														$ 80,000
Common stock purchase agreement, amount remaining					62,700		62,700
Revenue Interest Purchase Agreement
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Number of purchasers \| purchaser													2
Contingent cash collateral to be funded				$ 54,000
Contingent cash collateral, restricted amount	$ 12,500			$ 50,000
Contingent cash collateral funded												$ 54,000
Payments on revenue interest liability	$ 50,000
Restricted cash					0		0				50,000
Revenue Interest Purchase Agreement \| Unsecured Debt
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Reduction of revenue interest liability					20,746		$ 20,746		$ 68,541	$ 66,362	$ 64,239
Payments on revenue interest liability					$ 50,000

Organization and Description of Business	9 Months Ended
Organization and Description of Business	Sep. 30, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of Business	Organization and Description of Business Organization Humacyte, Inc. and subsidiaries (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. Liquidity Since its inception in 2004, the Company 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 described below, borrowings under loan facilities, proceeds from a revenue interest purchase agreement and, to a lesser extent, through governmental and other grants. At September 30, 2025 and December 31, 2024, the Company had an accumulated deficit of $702.0 million and $686.0 million, respectively. The Company’s operating losses were $77.3 million and $86.3 million for the nine months ended September 30, 2025 and 2024, respectively. Net cash flows used in operating activities were $78.9 million and $71.5 million during the nine months ended September 30, 2025 and 2024, 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 commercial launch and other operations. 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 and commercial operations. As further disclosed in Note 7, on May 12, 2023, Humacyte, Inc. and Global (defined in Note 2 — Summary of Significant Accounting Policies) 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. As of September 30, 2025, $20.7 million was recorded as a revenue interest liability on the condensed consolidated balance sheets. 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 an account in the amount of $54.0 million, over which the Agent has certain consent and other rights to $50.0 million of the funds. The Company funded an account with the required $54.0 million on August 14, 2024. On September 17, 2025, Humacyte, Inc. and Global entered into a second amendment to the Purchase Agreement (the “Purchase Agreement Amendment”) with the Purchasers and the Agent to amend the Purchase Agreement. In connection with the Purchase Agreement Amendment, the Company made a $50.0 million repayment under the Purchase Agreement (the “Purchase Agreement Amendment Payment”), funded from the restricted cash previously maintained for the benefit of the Agent. As a result of the Purchase Agreement Amendment Payment, the Company is no longer obligated to maintain $50.0 million of restricted cash in an account for the benefit of the Agent unless the Purchase Agreement has not been repaid in full by December 31, 2025, at which point the Company will be required to maintain $12.5 million in such account. As of September 30, 2025, no restricted cash related to the Purchase Agreement remains on the accompanying condensed consolidated balance sheets. As further disclosed in Note 9, on September 24, 2024, the Company entered into a common stock purchase agreement with Lincoln Park Capital Fund, LLC (“Lincoln Park”) for an equity line financing (the “Common Stock Purchase Agreement”). The Common Stock Purchase Agreement provides that, subject to the terms and conditions set forth therein, the Company has the sole right, but not the obligation, to sell to Lincoln Park shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), having an aggregate value of up to $50.0 million (the “Purchase Shares”) over a 24-month period. The Company controls the timing and amount of any sales of Purchase Shares to Lincoln Park pursuant to the Common Stock Purchase Agreement in its sole discretion. As of September 30, 2025, the Company had $47.5 million in remaining availability for sales of Common Stock under the Common Stock Purchase Agreement. As further disclosed in Note 9, on September 1, 2022, the Company entered into an agreement with Jefferies LLC for the sale from time to time of up to $80.0 million of shares of Common Stock pursuant to a sales agreement (the “ATM Facility”). As of September 30, 2025, $62.7 million remained available under the ATM Facility. As of September 30, 2025, the Company had available cash and cash equivalents of $19.5 million. As further disclosed in Note 12, on April 28, 2025, the Company implemented a cost reduction action to reduce its workforce by 30 employees, cease recruitment of additional planned new hires, and reduce other operating expenses. The Company undertook these cost reductions to improve its cash runway and to better align the Company’s organizational structure with its top business objectives. The Company believes its cash and cash equivalents on hand and existing capacity under its Common Stock Purchase Agreement will be sufficient to fund operations for at least twelve months from the issuance date of these interim financial statements. The future viability of the Company beyond that point is dependent on its ability to generate cash flows from the sale of Symvess and raise additional capital to finance its operations. The Company plans to seek additional funding through private or public equity financings, debt financings, debt refinancings or restructurings, collaborations, strategic alliances, and marketing, distribution or licensing arrangements. Adequate capital may not be available to the Company when needed or on acceptable terms. If the Company is unable to raise capital, it could be forced to delay, reduce, suspend or cease certain of its planned research and development programs or any future commercialization efforts, which would have a negative impact on its business, prospects, operating results and financial condition.

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2025
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 (as amended, the “Duke License Agreement”). Under the Duke 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 Duke 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 Duke License Agreement, the Company granted equity consideration to Duke in the form of 52,693 shares of Common Stock. Under the Duke 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 Duke 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 autologous vein use is not feasible. Based on the achievement of this milestone under the Duke License Agreement, the Company paid a $0.5 million license fee to Duke during the first quarter of 2024. In December 2024, the FDA approved the Company’s BLA for urgent arterial repair following extremity vascular trauma when autologous vein use is not feasible. Based on the achievement of this milestone under the Duke License Agreement, the Company recorded $0.5 million of license expense payable in accrued expenses in the Company’s condensed consolidated balance sheets as of both September 30, 2025 and December 31, 2024. Other payments to Duke under the Duke 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 Breakthrough T1D (f/k/a 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 September 30, 2025, the Actual Award totaled $320 thousand. 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 derivatives. 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 based on previously received milestone payments would remain due after a termination by JDRF without cause. As the royalties are contractually required to be paid upon achieving these milestones even after the termination of the JDRF Agreement, the Company determined that the JDRF Actual Award payments are to be classified as a liability 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 September 30, 2025 and December 31, 2024, the carrying value of the JDRF liability was $0.4 million and $0.3 million, respectively. There was an insignificant amount of interest expense related to the JDRF liability recorded during the three and nine months ended September 30, 2025 and September 30, 2024. Workforce Reduction On April 28, 2025, the Company implemented a cost reduction action to reduce its workforce by 30 employees, cease recruitment of additional planned new hires, and reduce other operating expenses. The Company undertook these cost reductions to improve cash runway and to better align the Company’s organizational structure with its top business objectives. Employee severance costs associated with this action were $0.7 million, which were expensed during the second quarter of 2025. Employee severance costs included $0.6 million recognized in research and development expenses and $0.1 million recognized in selling, general and administrative expenses on the Company’s condensed consolidated statements of operations and comprehensive income (loss). Of the total severance costs, $0.6 million were paid during the second quarter of 2025. The remaining accrued severance obligation was less than $0.1 million as of September 30, 2025 and is expected to be paid during the fourth quarter of 2025. There are no further costs associated with this cost reduction action expected to be incurred in the future. Legal Matters From time to time, the Company may be involved in various lawsuits, claims, assessments and proceedings, including securities, commercial, intellectual property, product liability, contractual, governmental, employment or other matters that arise in the normal course of business. The Company accrues a liability for a contingency when management believes information available prior to the issuance of the consolidated financial statements indicates it is probable a loss has been incurred as of the date of the consolidated financial statements and the amount of loss can be reasonably estimated. The Company adjusts its accruals to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case. Legal costs are expensed as incurred. On November 18, 2024, James A. Cutshall filed a putative class action lawsuit, captioned Cutshall v. Humacyte, Inc., et al., No. 1:24-cv-00954 (the “Securities Litigation”), against the Company and certain of the Company’s officers in the United States District Court for the Middle District of North Carolina. The complaint in the Securities Litigation (the “Initial Complaint”) asserts claims under Sections 10(b) and 20(a) of the Exchange Act on behalf of a putative class of persons and entities that purchased or otherwise acquired securities of the Company between May 10, 2024 and October 17, 2024, based on allegations that the defendants made or were responsible for false or misleading statements and omissions related to the BLA for the vascular trauma indication and to alleged deficiencies at the Company’s Durham, North Carolina manufacturing facility. The Initial Complaint seeks a variety of relief, including unspecified compensatory damages, attorneys fees and costs. On January 31, 2025, the court appointed co-lead plaintiffs. On May 22, 2025, the co-lead plaintiffs filed the amended complaint in the Securities Litigation. The amended complaint expands the putative class to include persons and entities that purchased or otherwise acquired securities of the Company between August 14, 2023 and March 25, 2025. It alleges that the defendants made or were responsible for false or misleading statements and omissions related to the safety of Symvess, alleged deficiencies at the Company’s Durham, North Carolina manufacturing facility, and the Company’s financial condition and liquidity. On July 25, 2025, defendants moved to dismiss the amended complaint in its entirety and with prejudice. The court has yet to rule on the motion, which remains pending. On January 7 and 10, 2025, putative stockholders of the Company filed two verified stockholder derivative actions in the United States District Court for the Middle District of North Carolina, captioned Silva v. Sebelius, et al., No. 1:25-cv-00005 (the “Silva Action”) and Misko v. Niklason, et al., No. 1:25-cv-00028 (the “Misko Action”). Each of these derivative actions was brought on behalf of the Company against certain of its current or former directors and officers, as well as Ayabudge LLC. The complaints in each action assert claims for violations of Section 14(a) of the Exchange Act, breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets, based on a variety of allegations including claims that the defendants are responsible for any damages sustained by the Company as a result of the Securities Litigation. The Misko Action also includes a claim for contribution against certain defendants under Sections 10(b) and 21(d) of the Exchange Act for any liability the Company may sustain as a result of the Securities Litigation. On February 18, 2025, the court issued an order consolidating the Silva Action and the Misko Action (collectively, the “Consolidated Derivative Action”) and staying the defendants’ obligation to respond to any complaint in the Consolidated Derivative Action pending the submission of a proposed scheduling order. On March 11, 2025, the parties entered a joint motion to stay the Consolidated Derivative Action pending final resolution of the Securities Litigation, which the court granted. On December 19, 2024, the Company received a demand letter (the “2024 Demand Letter”) from a purported stockholder of the Company, demanding that the Board assert claims against certain of the Company’s current or former officers and directors for breach of fiduciary duty, gross mismanagement, corporate waste, unjust enrichment, aiding and abetting, violations of Section 14(a) of the Exchange Act, and insider trading, based on a variety of allegations including claims that the Company’s current and former officers and directors are responsible for any damages sustained by the Company as a result of the Securities Litigation. On January 24, 2025, the Board appointed a demand evaluation committee to evaluate the claims made in the 2024 Demand Letter and report back to the full Board. On February 19, 2025, the purported stockholder who sent the 2024 Demand Letter filed a stockholder derivative action in the United States District Court for the Middle District of North Carolina, captioned Olson v. Niklason, et al., No. 1:25-cv-00123 (the “Olson Action”), alleging that the Company had refused his demand. The complaint in the Olson Action asserts substantive claims and allegations that are substantially similar to those asserted in the Consolidated Derivative Action. On April 22, 2025, the parties filed a joint motion to stay the Olson Action pending final resolution of the Securities Litigation, which the court granted. On May 19, 2025, the Company received a demand letter (the “2025 Demand Letter”) from a purported stockholder of the Company, making demands and stating allegations substantially similar to those in the 2024 Demand Letter. The letter was referred to the demand evaluation committee for evaluation, and the demand evaluation committee recommended that the board of directors of the Company defer action on the demand until after the resolution of the pending motion to dismiss in the securities class action. The board of directors accepted the demand evaluation committee’s recommendation, and counsel for the demand evaluation committee informed the shareholder of the board of director’s determination to defer action on the demand by letter dated September 24, 2025. On June 9, 2025, a putative stockholder of the Company filed a verified stockholder derivative action in the United States District Court for the District of Delaware, captioned Dusci v. Bamforth, et al., No. 1:25-cv-00722 (the “Dusci Action”). The complaint in the Dusci Action asserts substantive claims and allegations that are substantively similar to those asserted in the Consolidated Derivative Action and Olson Action. On September 8, 2025, the parties field a joint stipulation to stay the Dusci Action pending final resolution of the Securities Litigation, which the court granted. The Company disputes all claims asserted against it in the Securities Litigation and disputes that the plaintiffs in the Consolidated Derivative Action, the Dusci Action and Olson Action have standing to assert claims derivatively on its behalf. The Company is currently unable to estimate the potential loss or range of loss, if any, associated with these lawsuits, which could be material. Although there can be no assurance of the outcome of these lawsuits, based on information known by management, the Company has not accrued any material liabilities related to these lawsuits in the consolidated financial statements, as a negative outcome is deemed not probable, nor is any range of loss estimable as of September 30, 2025. Since the outcome of these matters cannot be predicted with certainty, any associated costs could have a material adverse effect on the Company’s consolidated results of operations, financial position 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.

Stock-based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	$ 2,510	$ 1,552	$ 7,431	$ 4,443
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	989	635	3,038	2,110
Selling, general and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	$ 1,521	$ 917	$ 4,393	$ 2,333

Stock-based Compensation - Assumptions Used to Estimate Fair Value of Stock Options (Details) - Options	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
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	95.70%	92.80%	92.80%	91.80%
Weighted average expected share price volatility, minimum	95.70%		92.20%	90.80%
Weighted average expected share price volatility, maximum	95.70%		95.70%	92.80%
Risk-free interest rate	3.76%	3.54%	4.38%	4.12%
Risk-free interest rate, minimum	3.76%		3.76%	3.54%
Risk-free interest rate, maximum	3.76%		4.45%	4.41%
Expected term of options (in years)	6 years 3 months	6 years 3 months	6 years 3 months	6 years 3 months

Stockholders' Equity (Deficit) and Warrants - Common Stock Narrative (Details)	9 Months Ended
	Sep. 30, 2025 USD ($) vote shares	Jun. 30, 2025 shares	Jun. 29, 2025 shares	Dec. 31, 2024 shares
Stockholders' Equity Note [Abstract]
Common stock, authorized (in shares) \| shares	350,000,000	350,000,000	250,000,000	250,000,000
Dividends, common stock \| $	$ 0
Number of vote per common share held \| vote	1

Fair Value Measurements

9 Months Ended

Sep. 30, 2025

Fair Value Disclosures [Abstract]

Fair Value Measurements

•Level 1 — Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets.

•Level 3 — Unobservable inputs in which little or no market data exists, therefore requiring the Company to develop its own assumptions.

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 September 30, 2025
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents (money market funds)	$	12,166	$	—	$	—	$	12,166
Common Stock Purchase Agreement derivative asset	—		672		—		672


Total financial assets	$	12,166	$	672	$	—	$	12,838
Liabilities:
Contingent Earnout Liability	$	—	$	—	$	21,807	$	21,807
Contingent derivative liability	—		—		289		289
Private Placement Warrants liability	—		—		101		101
October 2024 RDO Warrants liability	—		—		2,083		2,083
November 2024 RDO Warrants liability	—		—		1,050		1,050
Option Agreement liability	—		—		6		6
JDRF Agreement derivative liability	—		—		134		134
Total financial liabilities	$	—	$	—	$	25,470	$	25,470


($ in thousands)	Fair Value Measured as of December 31, 2024
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents (money market funds)	$	32,044	$	—	$	—	$	32,044
Common Stock Purchase Agreement derivative asset	$	—	$	672	$	—	$	672


Total financial assets	$	32,044	$	672	$	—	$	32,716
Liabilities:
Contingent Earnout Liability	$	—	$	—	$	70,961	$	70,961
Contingent derivative liability	—		—		2,415		2,415
Private Placement Warrants liability	—		—		385		385
October 2024 RDO Warrants liability	—		—		12,437		12,437
November 2024 RDO Warrants liability	—		—		6,432		6,432
Option Agreement liability	—		—		64		64
JDRF Agreement derivative liability	—		—		121		121
Total financial liabilities	$	—	$	—	$	92,815	$	92,815

The fair value of the Contingent Earnout Liability (defined in Note 9 — Stockholders’ Equity (Deficit) and Warrants), contingent derivative liability related to the Put Option (as defined in Note 7 — Revenue Interest Purchase Agreement and discussed below), Private Placement Warrants liability, liabilities associated with the Registered Direct Offering Warrants (each as defined in Note 9 — Stockholders’ Equity (Deficit) and Warrants), Option Agreement liability (as defined in Note 7 — Revenue Interest Purchase Agreement), and the derivative liability associated with the JDRF Agreement Disposition Payment (defined in Note 12 — Commitments and Contingencies) 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 and the liabilities associated with the Registered Direct Offering Warrants are included in common stock warrant liabilities on the condensed consolidated balance sheets. The fair values of 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.

Common Stock Purchase Agreement

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 September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024

Fair value as of beginning of period	$	(26,700)	$	(68,080)	$	(70,961)	$	(37,916)
Change in fair value included in other income (expense), net	4,893		(8,489)		49,154		(38,653)
Fair value as of end of period	$	(21,807)	$	(76,569)	$	(21,807)	$	(76,569)

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

Contingent Derivative Liability

As of September 30, 2025, the discount rates used to calculate the value of the contingent derivative liability were 12.6% to calculate the present-value of the revenue forecast and 12.2% to calculate the present-value of the payoff of the Put Option. As of December 31, 2024, the discount rates used to calculate the value of the contingent derivative liability were 14.2% to calculate the present-value of the revenue forecast and 11.8% 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 derivatives.

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 September 30,				Nine Months Ended September 30,
($ in thousands)	2025		2024		2025		2024

Fair value as of beginning of period	$	(3,161)	$	(4,266)	$	(2,415)	$	(2,636)
Fair value of embedded derivative upon issuance of debt	—		—		—		(1,552)
Change in fair value included in other income (expense), net	2,872		1,161		2,126		1,083
Fair value as of end of period	$	(289)	$	(3,105)	$	(289)	$	(3,105)

Registered Direct Offering Warrants Liabilities


	October 2024 RDO Warrants				November 2024 RDO Warrants
($ in thousands)	Three Months Ended September 30, 2025		Nine Months Ended September 30, 2025		Three Months Ended September 30, 2025		Nine Months Ended September 30, 2025
Fair value as of beginning of period	$	(2,811)	$	(12,437)	$	(1,411)	$	(6,432)

Change in fair value included in other income (expense), net	728		10,354		361		5,382
Fair value as of end of period	$	(2,083)	$	(2,083)	$	(1,050)	$	(1,050)

In determining the fair value of the Registered Direct Offering Warrants liabilities, the Company used the Black-Scholes 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 9 — Stockholders’ Equity (Deficit) and Warrants).

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 September 30,				Nine Months Ended September 30,
($ in thousands)	2025		2024		2025		2024

Fair value as of beginning of period	$	(136)	$	(285)	$	(385)	$	(78)
Change in fair value included in other income (expense), net	35		(89)		284		(296)
Fair value as of end of period	$	(101)	$	(374)	$	(101)	$	(374)

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 9 — Stockholders’ Equity (Deficit) and Warrants).

- 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/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 2: 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 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-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 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 940
-SubTopic 820
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

Stockholders' Equity (Deficit) and Warrants - Registered Direct Offering Warrants (Details)	Sep. 30, 2025 $ / shares year	Dec. 31, 2024 $ / shares year
Registered Direct Warrants, 180 Day, October 2024 \| Market price of public stock
Class of Warrant or Right [Line Items]
Warrants, measurement input		5.05
Registered Direct Warrants, 180 Day, October 2024 \| Exercise price
Class of Warrant or Right [Line Items]
Warrants, measurement input		5.28
Registered Direct Warrants, 180 Day, October 2024 \| Expected term (years)
Class of Warrant or Right [Line Items]
Warrants, measurement input \| year		0.27
Registered Direct Warrants, 180 Day, October 2024 \| Expected share price volatility
Class of Warrant or Right [Line Items]
Warrants, measurement input		1.067
Registered Direct Warrants, 180 Day, October 2024 \| Risk-free interest rate
Class of Warrant or Right [Line Items]
Warrants, measurement input		0.0427
Registered Direct Warrants, 180 Day, October 2024 \| Estimated dividend yield
Class of Warrant or Right [Line Items]
Warrants, measurement input		0
Registered Direct Warrants, 1,640 Day, October 2024 \| Market price of public stock
Class of Warrant or Right [Line Items]
Warrants, measurement input	1.74	5.05
Registered Direct Warrants, 1,640 Day, October 2024 \| Exercise price
Class of Warrant or Right [Line Items]
Warrants, measurement input	5.28	5.28
Registered Direct Warrants, 1,640 Day, October 2024 \| Expected term (years)
Class of Warrant or Right [Line Items]
Warrants, measurement input \| year	3.52	4.27
Registered Direct Warrants, 1,640 Day, October 2024 \| Expected share price volatility
Class of Warrant or Right [Line Items]
Warrants, measurement input	0.933	0.884
Registered Direct Warrants, 1,640 Day, October 2024 \| Risk-free interest rate
Class of Warrant or Right [Line Items]
Warrants, measurement input	0.0358	0.0425
Registered Direct Warrants, 1,640 Day, October 2024 \| Estimated dividend yield
Class of Warrant or Right [Line Items]
Warrants, measurement input	0	0
Registered Direct Warrants, 180 Day, November 2024 \| Market price of public stock
Class of Warrant or Right [Line Items]
Warrants, measurement input		5.05
Registered Direct Warrants, 180 Day, November 2024 \| Exercise price
Class of Warrant or Right [Line Items]
Warrants, measurement input		5.34
Registered Direct Warrants, 180 Day, November 2024 \| Expected term (years)
Class of Warrant or Right [Line Items]
Warrants, measurement input \| year		0.37
Registered Direct Warrants, 180 Day, November 2024 \| Expected share price volatility
Class of Warrant or Right [Line Items]
Warrants, measurement input		1.067
Registered Direct Warrants, 180 Day, November 2024 \| Risk-free interest rate
Class of Warrant or Right [Line Items]
Warrants, measurement input		0.0422
Registered Direct Warrants, 180 Day, November 2024 \| Estimated dividend yield
Class of Warrant or Right [Line Items]
Warrants, measurement input		0
Registered Direct Warrants, 1,640 Day, November 2024 \| Market price of public stock
Class of Warrant or Right [Line Items]
Warrants, measurement input	1.74	5.05
Registered Direct Warrants, 1,640 Day, November 2024 \| Exercise price
Class of Warrant or Right [Line Items]
Warrants, measurement input	5.34	5.34
Registered Direct Warrants, 1,640 Day, November 2024 \| Expected term (years)
Class of Warrant or Right [Line Items]
Warrants, measurement input \| year	3.62	4.37
Registered Direct Warrants, 1,640 Day, November 2024 \| Expected share price volatility
Class of Warrant or Right [Line Items]
Warrants, measurement input	0.933	0.884
Registered Direct Warrants, 1,640 Day, November 2024 \| Risk-free interest rate
Class of Warrant or Right [Line Items]
Warrants, measurement input	0.0359	0.0425
Registered Direct Warrants, 1,640 Day, November 2024 \| Estimated dividend yield
Class of Warrant or Right [Line Items]
Warrants, measurement input	0	0

Summary of Significant Accounting Policies - Non-Cash Operating Expenses (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Segment Reporting Information [Line Items]
Depreciation expense	$ 1,300	$ 1,300	$ 3,987	$ 3,819
Stock-based compensation expense			7,283	4,443
Reportable Segment
Segment Reporting Information [Line Items]
Depreciation expense	1,342	1,289	3,987	3,819
Stock-based compensation expense	$ 2,510	$ 1,552	$ 7,431	$ 4,443

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Revenue:
Total revenue	$ 753	$ 0	$ 1,571	$ 0
Operating expenses:
Cost of goods sold	260	0	620	0
Research and development	17,273	22,926	54,697	67,943
Selling, general and administrative	7,610	7,307	23,555	18,367
Total operating expenses	25,143	30,233	78,872	86,310
Loss from operations	(24,390)	(30,233)	(77,301)	(86,310)
Other income (expense), net:
Interest income	590	911	2,084	3,252
Change in fair value of Contingent Earnout Liability	4,893	(8,489)	49,154	(38,653)
Change in fair value of derivatives	4,009	1,047	18,191	719
Interest expense	(2,612)	(2,438)	(8,157)	(6,769)
Total other income (expense), net	6,880	(8,969)	61,272	(41,451)
Net loss	(17,510)	(39,202)	(16,029)	(127,761)
Comprehensive loss	$ (17,510)	$ (39,202)	$ (16,029)	$ (127,761)
Net loss per share attributable to common stockholders, basic (in dollars per share)	$ (0.11)	$ (0.33)	$ (0.11)	$ (1.10)
Net loss per share attributable to common stockholders, diluted (in dollars per share)	$ (0.11)	$ (0.33)	$ (0.11)	$ (1.10)
Weighted-average shares outstanding used in computing net loss per share attributable to common stockholders, basic (in shares)	158,313,290	119,408,565	148,514,044	115,623,616
Weighted-average shares outstanding used in computing net loss per share attributable to common stockholders, diluted (in shares)	158,313,290	119,408,565	148,514,044	115,623,616
Product revenue, net
Revenue:
Total revenue	$ 703	$ 0	$ 950	$ 0
Operating expenses:
Cost of goods sold	300	0	600	0
Contract revenue
Revenue:
Total revenue	$ 50	$ 0	$ 621	$ 0

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2025

Accounting Policies [Abstract]

Schedule of Segment Reporting Information, by Segment

Research and Development Expenses


	Three Months Ended September 30,				Nine Months Ended September 30,
($ in thousands)	2025		2024		2025		2024
Direct Expenses
Vascular Trauma	$	278	$	439	$	690	$	1,904
AV Access	1,612		1,927		4,356		4,952
PAD	—		22		—		161
Total	1,890		2,388		5,046		7,017
Unallocated Expenses
External services	1,569		1,915		4,466		5,340
Materials and supplies	4,903		5,451		13,289		17,470
Payroll and personnel expenses	8,316		9,621		26,948		27,763
Other research and development expenses	595		3,551		4,948		10,353
Total	15,383		20,538		49,651		60,926
Total research and development expenses	$	17,273	$	22,926	$	54,697	$	67,943

Non-cash Operating Expenses


	Three Months Ended September 30,				Nine Months Ended September 30,
($ in thousands)	2025		2024		2025		2024
Depreciation expense	$	1,342	$	1,289	$	3,987	$	3,819
Stock-based compensation expense	2,510		1,552		7,431		4,443

Schedule of Cash and Cash Equivalents


($ in thousands)	September 30, 2025		December 31, 2024

Cash and cash equivalents	$	19,488	$	44,937
Restricted cash included in prepaid expenses and other current assets	144		144
Restricted cash included in long-term assets	209		50,209
Total cash, cash equivalents and restricted cash	$	19,841	$	95,290

Schedule of Restricted Cash


($ in thousands)	September 30, 2025		December 31, 2024

Cash and cash equivalents	$	19,488	$	44,937
Restricted cash included in prepaid expenses and other current assets	144		144
Restricted cash included in long-term assets	209		50,209
Total cash, cash equivalents and restricted cash	$	19,841	$	95,290

Schedule of Securities That Could Potentially Dilute Net Loss Per Share in the Future That Were Not Included in the Computation of Diluted Net Income 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 Months Ended September 30,		Nine Months Ended September 30,
	2025	2024	2025	2024





Exercise of options under stock plan	16,537,950	12,287,369	16,537,950	12,287,369
Warrants to purchase Common Stock	9,833,910	5,588,506	11,527,441	5,588,506
Exercise of option by underwriters	—	—	412,088	—

Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2025	Nov. 04, 2025
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2025
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		187,271,321
Entity Central Index Key	0001818382
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	Q3
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

Accrued Expenses

9 Months Ended

Sep. 30, 2025

Accrued Liabilities, Current [Abstract]

Accrued Expenses

Accrued expenses consisted of the following:


($ in thousands)	September 30, 2025		December 31, 2024

Accrued external research, development and manufacturing costs	$	3,515	$	4,889
Accrued employee compensation and benefits	6,193		6,242
Accrued professional fees	430		293
Accrued royalties	126		—
Total	$	10,264	$	11,424

Stock-based Compensation - Narrative (Details) $ in Millions				3 Months Ended		9 Months Ended
	Jan. 01, 2025 shares	Jan. 01, 2024 shares	Aug. 25, 2021 plan	Sep. 30, 2025 USD ($) shares	Sep. 30, 2024	Sep. 30, 2025 USD ($) shares	Sep. 30, 2024	Apr. 17, 2025 shares	Dec. 31, 2024 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of equity incentive plans \| plan			2
Outstanding awards (in shares)				16,537,950		16,537,950			12,274,139
Stock-based compensation capitalized to inventory \| $				$ 0.1		$ 0.1
Unrecognized stock-based compensation cost \| $				$ 26.8		$ 26.8
Unrecognized stock-based compensation cost, period for recognition						2 years 8 months 12 days
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%				5.00%
Number of additional shares authorized (in shares)	6,501,375	5,183,686
Number of shares remaining available for grant (in shares)				8,037,751		8,037,751
Outstanding awards (in shares)				13,200,091		13,200,091
Omnibus Incentive Plan, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding awards (in shares)				3,337,859		3,337,859
Stock Option Plan, 2005
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding awards (in shares)				0		0
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 authorized (in shares)								0
Exercise of options under stock plan
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%
Exercise of options under stock plan \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period						36 months
Exercise of options under stock plan \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period						48 months

Accrued Expenses (Tables)

9 Months Ended

Sep. 30, 2025

Accrued Liabilities, Current [Abstract]

Schedule of Accrued Expenses

Accrued expenses consisted of the following:


($ in thousands)	September 30, 2025		December 31, 2024

Accrued external research, development and manufacturing costs	$	3,515	$	4,889
Accrued employee compensation and benefits	6,193		6,242
Accrued professional fees	430		293
Accrued royalties	126		—
Total	$	10,264	$	11,424

Leases

9 Months Ended

Sep. 30, 2025

Leases [Abstract]

Leases

On September 29, 2025, we executed a Sixth Amendment to our lease agreements. The amendment extends the non‑cancelable term to March 31, 2037, resets base rent effective January 1, 2026 with 3% annual escalations thereafter, and provides two rent abatement periods (January 1, 2026, through March 31, 2026, and January 1, 2027, through March 31, 2027). Accounting for the amendment resulted in remeasurement of the lease liability and right‑of‑use asset as of September 30, 2025 using our incremental borrowing rate at that date.

As a result, during the three and nine months ended September 30, 2025, the Company recorded a net non‑cash increase of $15.0 million to right‑of‑use assets and lease liabilities resulting from lease remeasurements associated with the lease modification.

As of September 30, 2025 and December 31, 2024, the Company had finance lease liabilities of $29.8 million and $16.5 million, respectively, and right-of-use assets of $29.4 million and $15.5 million, respectively. As of December 31, 2024, the Company had operating lease liabilities of $0.6 million, primarily included in other long-term liabilities with the remaining balance classified in other current liabilities, and related right-of-use assets of $0.6 million included in other long-term assets on the consolidated balance sheets. As of September 30, 2025, the Company had no operating lease liabilities or right-of-use assets on the condensed consolidated balance sheets.

The Company’s lease does not require any contingent rental payments, impose any financial restrictions, or contain any residual value guarantees. The Company’s lease includes renewal options and escalation clauses; renewal options have been included in the calculation of the lease liabilities and right-of-use assets as the Company is reasonably certain to exercise the options due to the specialized nature of the leased building. Variable expenses generally represent the Company’s share of the landlord’s operating expenses. The Company does not act as a lessor in any lease arrangements.

The following summarizes quantitative information about the Company’s leases:


	Three Months Ended September 30,				Nine Months Ended September 30,
($ in thousands)	2025		2024		2025		2024
Finance lease cost
Amortization of right-of-use assets	524		522		1,570		1,563
Interest on lease liabilities	316		375		994		1,162
Total finance lease cost	840		897		2,564		2,725
Operating lease cost	$	26	$	26	$	79	$	79
Total lease cost	$	866	$	923	$	2,643	$	2,804


	Nine Months Ended September 30, 2025						Nine Months Ended September 30, 2024
($ in thousands)	Finance Leases			Operating Leases			Finance Leases			Operating Leases

Operating cash flows from leases	$	994		$	79		$	1,162		$	79
Financing cash flows from leases	$	(2,157)		$	—		$	(1,906)		$	—
Weighted-average remaining lease term	9.98			0			3.82			4.36
Weighted-average discount rate	8.50		%	—		%	8.50		%	8.50		%

As of September 30, 2025, the maturities of the Company’s finance lease liabilities were as follows:


($ in thousands)	Finance Leases
2025	$	1,052
2026	2,428
2027	(301)		(1)
2028	2,500
2029	3,537
Thereafter	53,001
Total	62,217
Less: present value discount	(32,392)
Lease liabilities	$	29,825

___________________________

(1)For the year ending 2027, the negative amount reflects a reimbursement from the lessor for tenant improvement costs. The reimbursement exceeds the scheduled lease payments for that period.

Leases

The following summarizes quantitative information about the Company’s leases:


	Three Months Ended September 30,				Nine Months Ended September 30,
($ in thousands)	2025		2024		2025		2024
Finance lease cost
Amortization of right-of-use assets	524		522		1,570		1,563
Interest on lease liabilities	316		375		994		1,162
Total finance lease cost	840		897		2,564		2,725
Operating lease cost	$	26	$	26	$	79	$	79
Total lease cost	$	866	$	923	$	2,643	$	2,804


	Nine Months Ended September 30, 2025						Nine Months Ended September 30, 2024
($ in thousands)	Finance Leases			Operating Leases			Finance Leases			Operating Leases

Operating cash flows from leases	$	994		$	79		$	1,162		$	79
Financing cash flows from leases	$	(2,157)		$	—		$	(1,906)		$	—
Weighted-average remaining lease term	9.98			0			3.82			4.36
Weighted-average discount rate	8.50		%	—		%	8.50		%	8.50		%

As of September 30, 2025, the maturities of the Company’s finance lease liabilities were as follows:


($ in thousands)	Finance Leases
2025	$	1,052
2026	2,428
2027	(301)		(1)
2028	2,500
2029	3,537
Thereafter	53,001
Total	62,217
Less: present value discount	(32,392)
Lease liabilities	$	29,825

___________________________

(1)For the year ending 2027, the negative amount reflects a reimbursement from the lessor for tenant improvement costs. The reimbursement exceeds the scheduled lease payments for that period.