Form SC 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934

(Amendment No. 8)

HUMACYTE, INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

44486Q 103

(CUSIP Number)

Laura E. Niklason

Brady W. Dougan

c/o Humacyte, Inc.

2525 E NC Highway 54

Durham, North Carolina 27713

[phone]

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 29, 2024

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box .

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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SCHEDULE 13D

CUSIP No. 44486Q 103

Page 2 of 6 Pages

1

NAME OF REPORTING PERSONS Laura E. Niklason

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)

o

(b)

x

3

SEC USE ONLY

4

SOURCE OF FUNDS (See Instructions) PF and OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

o

6

CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7

SOLE VOTING POWER 0

8

SHARED VOTING POWER 7,705,473 (1)

9

SOLE DISPOSITIVE POWER 0

10

SHARED DISPOSITIVE POWER 7,705,473 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,705,473 (1)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% (2)

14

TYPE OF REPORTING PERSON (See Instructions) IN

_______________________

(1)Consists of (i) 242,054 shares of the Issuer’s common stock held by Dr. Niklason, (ii) 1,148,240 shares of the Issuer’s common stock held by The Niklason Living Trust, of which Dr. Niklason is the sole trustee, (iii) 2,083,393 shares of the Issuer’s common stock subject to options exercisable within 60 days of August 29, 2024 held by Dr. Niklason, (iv) 510,161 shares of the Issuer’s common stock held by Mr. Dougan, (v) 44,363 shares of the Issuer’s common stock subject to options exercisable within 60 days of August 29, 2024 held by Mr. Dougan, and (vi) 3,677,262 shares of the Issuer’s common stock held by Ayabudge LLC. Dr. Niklason is married to Mr. Dougan and Mr. Dougan has sole voting and dispositive power over the shares held by Ayabudge LLC. By virtue of these relationships, Dr. Niklason may be deemed to share beneficial ownership of the securities held of record by Mr. Dougan and Ayabudge LLC.

(2)Based upon 119,351,122 shares of the Issuer’s Common Stock outstanding as of August 5, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (the “Form 10-Q”) filed with the Securities and Exchange Commission (the “SEC”) on August 13, 2024.

    

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CUSIP No. 44486Q 103

Page 3 of 6 Pages

1

NAME OF REPORTING PERSONS Brady W. Dougan

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)

o

(b)

x

3

SEC USE ONLY

4

SOURCE OF FUNDS (See Instructions) PF and OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

o

6

CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7

SOLE VOTING POWER 0

8

SHARED VOTING POWER 7,705,473 (1)

9

SOLE DISPOSITIVE POWER 0

10

SHARED DISPOSITIVE POWER 7,705,473 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,705,473 (1)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% (2)

14

TYPE OF REPORTING PERSON (See Instructions) IN

_______________________

(1)Consists of (i) 510,161 shares of the Issuer’s common stock held by Mr. Dougan, (ii) 44,363 shares of the Issuer’s common stock subject to options exercisable within 60 days of August 29, 2024 held by Mr. Dougan, (iii) 242,054 shares of the Issuer’s common stock held by Dr. Niklason, (iv) 1,148,240 shares of the Issuer’s common stock held by The Niklason Living Trust, of which Dr. Niklason is the sole trustee, (v) 2,083,393 shares of the Issuer’s common stock subject to options exercisable within 60 days of August 29, 2024 held by Dr. Niklason and (vi) 3,677,262 shares of the Issuer’s common stock held by Ayabudge LLC. Mr. Dougan is married to Dr. Niklason and Mr. Dougan has sole voting and dispositive power over the shares held by Ayabudge LLC. By virtue of these relationships, Mr. Dougan may be deemed to share beneficial ownership of the securities held of record by Dr. Niklason, The Niklason Living Trust and Ayabudge LLC.

(2)Based upon 119,351,122 shares of the Issuer’s Common Stock outstanding as of August 5, 2024, as reported in the Form 10-Q filed with the SEC on August 13, 2024.

    

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CUSIP No. 44486Q 103						Page 4 of 6 Pages

This Amendment No. 8 to the statement on Schedule 13D (this “Statement”) with respect to the shares of common stock, par value $0.0001 per share (the “Common Stock”), of Humacyte, Inc. (the “Issuer”), filed by Laura E. Niklason (“Dr. Niklason”) and Brady W. Dougan (“Mr. Dougan” and, together with Dr. Niklason, the “Reporting Persons”) on September 3, 2024 (such statement, as amended herein the “Schedule 13D”), amends the Schedule 13D as set forth below. Ayabudge LLC (“Ayabudge”), an entity controlled by Mr. Dougan, no longer beneficially owns 5% or greater of the Issuer’s Common Stock, and is therefore no longer a Reporting Person.

All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Except as specifically amended by this Amendment No. 8, items in the Schedule 13D remain unchanged.

Item 3.    Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended to be supplemented by the following:

On June 11, 2024 Ayabudge sold 282,000 shares of Common Stock in a private transaction to a trust controlled by family members of Dr. Niklason at a price of $7.0922 per share for an aggregate sale price of approximately $2,000,000. Said family members do not share the same household as Dr. Niklason.

On June 11, 2024 Ayabudge sold 76,630 shares of Common Stock in the open market at a weighted average price of $7.02 per share for an aggregate sale price of approximately $538,000 (excluding commissions).

On June 12, 2024 Ayabudge sold 271,518 shares of Common Stock in the open market at a weighted average price of $7.30 per share for an aggregate sale price of approximately $1,982,000 (excluding commissions).

On August 27, 2024 Ayabudge sold 252,676 shares of Common Stock in the open market at a weighted average price of $6.71 per share for an aggregate sale price of approximately $1,696,000 (excluding commissions).

On August 28, 2024 Ayabudge sold 277,090 shares of Common Stock in the open market at a weighted average price of $6.47 per share for an aggregate sale price of approximately $1,792,000 (excluding commissions).

On August 29, 2024 Ayabudge sold 352,112 shares of Common Stock in the open market at a weighted average price of $6.35 per share for an aggregate sale price of approximately $2,236,000 (excluding commissions).

On August 29, 2024 Dr. Niklason purchased 1,222 shares of Common Stock in the open market at price of $6.545 per share for an aggregate purchase price of approximately $8,000 (excluding commissions). Dr. Niklason used personal funds for such acquisition.

Mr. Dougan used the proceeds of the sales by Ayabudge to pay down leverage while providing a mechanism for the purchasers to acquire shares at a time that the Issuer was not conducting a financing transaction. Dr. Niklason is treated as indirectly beneficially owning the shares of Common Stock sold. However, no shares of Common Stock directly owned by Dr. Niklason were sold in these transactions.

Item 5.    Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated in full as follows:

(a)-(b)    

Number of shares of Common Stock beneficially owned:

Laura E. Niklason, M.D., Ph.D.						7,705,473 shares
Brady W. Dougan						7,705,473 shares

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CUSIP No. 44486Q 103						Page 5 of 6 Pages

Percent of class:

Laura E. Niklason, M.D., Ph.D.						6.3%
Brady W. Dougan						6.3%

The percentage ownership was calculated based upon 119,351,122 shares of the Issuer’s Common Stock outstanding as of August 5, 2024, as reported in the Form 10-Q filed with the SEC on August 13, 2024.

Number of shares as to which such person has:

(i)			Sole power to vote or to direct the vote:

 

Laura E. Niklason, M.D., Ph.D.						0 shares
Brady W. Dougan						0 shares

 

(ii)			Shared power to vote or to direct the vote:

 

Laura E. Niklason, M.D., Ph.D.						7,705,473 shares
Brady W. Dougan						7,705,473 shares

(iii)			Sole power to dispose or to direct the disposition of:

 

Laura E. Niklason, M.D., Ph.D.						0 shares
Brady W. Dougan						0 shares

(iv)			Shared power to dispose or to direct the disposition of:

 

Laura E. Niklason, M.D., Ph.D.						7,705,473 shares
Brady W. Dougan						7,705,473 shares

(c)    Except as reported in this Schedule 13D, none of the Reporting Persons has effected any transactions in the Common Stock during the past sixty (60) days.

(d)    Not applicable.

(e)    Not applicable.

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CUSIP No. 44486Q 103						Page 6 of 6 Pages

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: September 3, 2024

Laura E. Niklason

By:

/s/ Laura E. Niklason by Dale A. Sander as Attorney-in-Fact

Date: September 3, 2024

Brady W. Dougan

By:

/s/ Brady W. Dougan by Dale A. Sander as Attorney-in-Fact

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