Humacyte, Inc. Debt Disclosure

8. Debt

On December 15, 2025, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) with Avenue Venture Opportunities Fund II, L.P. and its affiliates (the “Lenders”), as administrative agent and collateral agent, providing for a senior secured term loan facility (the “Term Loan Facility”) of up to $77.5 million in the aggregate that matures on December 1, 2029. At closing, the Company drew $40.0 million under the first tranche of the Term Loan Facility, the proceeds of which were used primarily to repay the outstanding liabilities under the Purchase Agreement, as discussed in Note 7. Additional tranches of up to $12.5 million and $25.0 million may be made available in the future, at the discretion of the Lenders, upon the satisfaction of specified revenue, regulatory approval, and liquidity conditions. The Company is not obligated to draw any additional amounts.

Borrowings under the Term Loan Facility bear interest at a rate equal to the greater of 11.50% or the Wall Street Journal Prime Rate plus 4.50%. Interest-only payments are due monthly beginning in January 2026. As of December 31, 2025, the carrying value of the Term Loan Facility approximated its fair value. The Company entered into the Term Loan Facility in mid-December 2025, and its stated interest rate of 11.50% was consistent with market terms for similar debt instruments as of year end.

The Company is not required to make principal payments until December 1, 2027, or December 1, 2028 if the second tranche is funded. Beginning on that date, principal will be repaid in equal monthly installments through the maturity date.

The Term Loan Facility includes a contractual final payment fee of $2.4 million due at maturity, which is recognized as additional interest cost and is accreted to the Term Loan balance using the effective interest method over the contractual term of the Term Loan. Accretion of the final payment fee, together with amortization of debt discounts and debt issuance costs, is included in interest expense.

The Term Loan Facility is secured by substantially all of the assets of the Company and certain of its subsidiaries and is subject to customary affirmative and negative covenants.

In connection with the entry into the Term Loan Facility, the Company issued the Lenders warrants to purchase up to $5.0 million in Common Stock. In addition, the Lenders have the right, subject to certain conditions, to convert up to $2.5 million of outstanding principal into shares of Common Stock. See Note 10 for further details.

As of December 31, 2025, the Term Loan Facility is classified as long-term debt on the consolidated balance sheets and is recorded at amortized cost, net of unamortized debt discounts and issuance costs. The debt discounts were recorded upon issuance as a result of the initial recognition of (i) Lender warrants classified as a liability and (ii) a bifurcated conversion feature classified as a derivative liability, each discussed in Note 10.

Debt issuance costs and debt discounts are amortized to interest expense over the contractual term of the Term Loan Facility using the effective interest method. Changes in the fair value of the Lender warrants and the derivative liability are recognized in earnings in accordance with the accounting described in Note 10 and are not components of interest expense.