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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 008)
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HUMACYTE, INC. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
020751103 (CUSIP Number) |

SCHEDULE 13D
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| CUSIP Number(s): | 020751103 |
| 1 |
Name of reporting person
Fresenius Medical Care Holdings, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
NEW YORK
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
18,312,735.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
8.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP Number(s): | 020751103 |
| 1 |
Name of reporting person
Fresenius Medical Care AG | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
GERMANY
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
18,312,735.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
HUMACYTE, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
2525 East North Carolina Highway 54, Durham,
NORTH CAROLINA
, 27713. | |
Item 1 Comment:
This Amendment No. 8 amends certain information contained in the Schedule 13D originally filed by Fresenius Medical Care Holdings, Inc., a New York Corporation ("FMCH") and Fresenius Medical Care AG a German stock corporation ("FME AG") on September 2, 2021, as previously amended by Amendment No. 1 filed December 1, 2023, Amendment No. 2 filed March 7, 2024, Amendment No 3 filed November 18, 2024, Amendment No 4 filed May 22, 2025, Amendment No 5 filed solely by FME AG on October 16 2025, Amendment No. 6 filed by FME AG and FMCH on January 9;2026 and Amendment No. 7 filed March 24, 2026 (as so amended, the "Schedule 13D"), with respect to the common stock, par value $0.0001 per share (the "Common Stock") of Humacyte, Inc., a Delaware corporation, formerly known as Alpha Healthcare Acquisition Corp. (the "Issuer" or "Humacyte"). Capitalized terms not otherwise defined herein have the meanings set forth in the Schedule 13D. Except as provided herein, this Amendment No. 8 does not modify any of the information previously reported on the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
The description of the Distribution Agreement in Item No. 4 of the Schedule 13D is hereby amended and superseded by the addition of the following information:
On April 21, 2026, FMCH and Humacyte entered into a Third Amendment to the 2018 Distribution Agreement between FMCH and Humacyte. As amended, the distribution agreement now provides that Humacyte will have the exclusive rights to distribute Symvess(R) (acellular tissue engineered vessel) outside the U.S. and in the rest of the world, and FMCH will be entitled to low-single-digit royalties on net sales of Symvess(R) outside the U.S. Existing terms related to the U.S. remain unchanged. FMCH agreed to reversion of ex-U.S. distribution rights to Humacyte as part of FME AG's "Legacy Portfolio Optimization program," as described in FME AG's public filings.
The foregoing description of the Third Amendment to the Distribution Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of such Amendment, which is an exhibit to this Schedule 13D Amendment No. 8). | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.7. Third Amendment dated April 21, 2026 to Distribution Agreement dated June 25, 2018 between Fresenius Medical Care Holdings, Inc. and Humacyte, Inc. (Incorporated by reference to Exhibit 10.1 to the Form 8-K filed by Humacyte, Inc. on April 24, 2026)*.
* The Issuer states in the Form 8-K that certain confidential information contained in this exhibit, market by brackets, has been omitted because the information (i) is not material and (ii) is the type of information the Issuer both customarily and actually treats as private or confidential. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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