Form 4: Fresenius Medical Care Exits Humacyte 10% Shareholder Status

Fresenius Medical Care Holdings Inc. reports it is no longer a 10% owner of Humacyte, Inc. due to an increase in outstanding shares, not through asset disposition.

Summary

• Fresenius Medical Care Holdings Inc. (the "Reporting Person") is filing this Form 4 to report that it is no longer subject to Section 16 of the Securities Exchange Act of 1934.
• The Reporting Person's beneficial ownership in Humacyte, Inc. (HUMA) has decreased to less than 10%.
• This decrease is solely attributed to an increase in the number of outstanding shares of Humacyte's Common Stock.
• Neither Fresenius Medical Care Holdings Inc. nor its parent, Fresenius Medical Care AG (FME), has disposed of or acquired any shares of Humacyte's Common Stock since filing its initial Form 3 on September 2, 2021.
• The Reporting Person currently beneficially owns 18,312,735 shares of Humacyte Common Stock.
• This amount excludes a pro rata share of up to 15,000,000 additional shares potentially issuable to former Humacyte shareholders under a Business Combination Agreement dated February 17, 2021, for which the Reporting Person disclaims present beneficial ownership interest.

Sentiment

Score: 5

Explanation: Neutral. The filing is a factual report of a change in beneficial ownership status due to dilution, not a performance update or strategic announcement. It has no direct positive or negative implications for the company's operational performance or future prospects, though the delay in filing is a negative administrative point.

Positives

• The change in ownership status is not due to a sale of shares by Fresenius, indicating no active divestment of its stake.

Negatives

• Fresenius Medical Care Holdings Inc. is no longer a 10% owner, which could be perceived as a reduction in a significant institutional holder's influence or commitment to Humacyte.

Risks

• The dilution of Fresenius Medical Care Holdings Inc.'s stake to below 10% was caused by an increase in Humacyte's outstanding shares, which implies dilution for other shareholders as well.

Future Outlook

No explicit forward-looking statements or guidance from Humacyte or Fresenius regarding future operations or financial performance are provided in this Form 4. The filing primarily reports a change in ownership status.

Management Comments

• This Form 4 is being filed solely to report that the Reporting Person is no longer subject to Section 16.
• The decrease in the Reporting Person's beneficial ownership to less than 10% is solely the result of an increase in the number of outstanding shares of the Issuer's Common Stock subsequent to the filing of the Reporting Person's Initial Statement of Beneficial Ownership on Form 3.
• Neither of the Reporting Person nor FME has disposed of or acquired any shares of the Issuer's Common Stock subsequent to the filing of such Form 3 on September 2, 2021.
• The Reporting Person disclaims any present beneficial ownership interest regarding the potential 15,000,000 additional shares.

Industry Context

This filing reflects a common occurrence in the lifecycle of public companies, where significant shareholders may see their percentage ownership diluted as a company issues more shares (e.g., through mergers, acquisitions, or capital raises). For Humacyte, it indicates a change in its shareholder structure, potentially broadening its institutional investor base or reflecting post-merger integration. For Fresenius, it signifies a passive reduction in its stake in a former partner or investment.

Comparison to Industry Standards

• The event described, a reduction in percentage ownership due to share issuance rather than sale, is a standard mechanism for dilution in publicly traded companies, particularly those undergoing growth phases or corporate actions like SPAC mergers (implied by the 'Business Combination Agreement').
• No specific comparable companies, projects, or results are mentioned in the filing to allow for direct comparison of results.

Stakeholder Impact

• Shareholders: Existing shareholders of Humacyte, Inc. may experience further dilution if the 15,000,000 additional shares mentioned in the Business Combination Agreement are issued. The departure of Fresenius Medical Care Holdings Inc. as a 10% owner might alter the institutional ownership profile.

Key Dates

Keywords

Humacyte, HUMA, Fresenius Medical Care, FME, SEC Form 4, Beneficial Ownership, Shareholder Status, Dilution, Corporate Governance, Section 16