Amendment: SEC Form SCHEDULE 13D/A filed by Humacyte Inc.
$HUMA
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 006)
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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) |
Robert A. Grauman 145 West 86 Street, New York, NY, 10024 646 202-2932 Thomas D. Brouillard Fresenius Medical Care Holdings, Inc., 920 Winter Street Waltham, MA, 02451-1547 781 699 9000 Christof Koester Fresenius Medical Care AG, Else-Kroner Strasse 1 Bad Homburg, 2M, 61352 011 49 6172 609 0 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/01/2026 (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.
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).
SCHEDULE 13D
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| CUSIP No. | 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)
9.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 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: |
| ||||||||
| 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)
9.5 % | ||||||||
| 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. 6 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 and Amendment No 5 filed solely by FME AG on October 16 2025 (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. 6 does not modify any of the information previously reported on the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | Effective January 1, 2026, Charles Hugh-Jones, M.D. FACP assumed office as a member of the Management Board and Chief Medical Officer of FME AG, and as a member of the Board of Directors of FMCH. Dr. Hugh-Jones succeeds Franklin Maddux M.D., who retired from his positions with FME AG and its affiliates effective December 31, 2025.
In addition, also effective January 1, 2026, Mr. Joseph E. Turk assumed office as a member of the Management Board and Chief Executive Officer of FME AG's global operating segment Care Enablement. Mr. Turk succeeds Dr. Katarzyna Mazur-HofsaeSS, who retired from her positions with FME AG and its affiliates effective December 31, 2025.
Schedule I to this Schedule 13D in the form annexed to this Schedule 13D (Amendment No 2), as previously amended, is hereby further amended (i) by deleting each of Dr. Maddux and Dr. Mazur-HofsaeSS from the list of members of the FME AG Management Board set forth therein and replacing them on such list with Dr. Hugh-Jones and Mr. Turk, and (ii) by deleting Dr. Maddux from the list of members of the Board of Directors of FMCH set forth therein and replacing him on such list with Mr. Turk. | |
| (b) | The business address of each of Dr Hugh-Jones and Mr. Turk is c/o FME AG, at its address set forth in this Schedule 13D. | |
| (c) | The present principal occupation or employment of Dr Hugh-Jones and Mr. Turk is their respective positions with FME AG set forth in Item 2(a) of this Schedule 13D (Amendment No. 6). | |
| (d) | During the last five years, to the knowledge of the Filing Persons, neither Dr. Hugh-Jones nor Mr. Turk has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor was either of them a party to a civil proceeding of a United States judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Dr. Hugh-Jones is a citizen of the U.K. Mr. Turk is a citizen of the United States. | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | On the date of this Schedule 13D (Amendment No. 6), FMCH is the beneficial owner of 18,312,735 shares of the Issuer's Common Stock, constituting approximately 9.5% of the Issuer's outstanding voting shares. Such percentage ownership is calculated by reference to 192,996,511 shares outstanding as of December 15, 2025, comprising 187,727,321 shares outstanding as shown on the cover page of the Issuer's Form 10-Q filed November 12, 2025 plus 5,725,190 shares issued on December 15, as reported in the Issuer's Form 8-K filed that date. All such 18,312,735 Shares are issued and outstanding and owned directly by FMCH. Such 18,312,735 shares of Common Stock exclude any additional contingent shares of Common Stock that may be issued pursuant to the terms of the Business Combination Agreement described in the initial Schedule 13D, and FME AG and FMCH disclaim any present beneficial ownership of any such additional shares. | |
| (b) | As the record owner of the 18,312,735 shares of Common Stock reported in this Schedule 13D (Amendment No 6), FMCH possesses voting and dispositive power over such shares. FME AG is the indirect sole shareholder of FMCH and may be deemed to be a beneficial owner of such shares. | |
| (c) | The decrease in the percentage beneficial ownership reported herein from 9.9%, as reported in Schedule 13D (Amendment No. 5) to 9.5%, as reported herein, results solely from an increase in the number of outstanding shares of the Issuer's Common Stock subsequent to the filing of Amendment No. 5 to this Schedule 13D. Neither FME AG nor FMCH has disposed of or acquired any shares of the Issuer's Common Stock subsequent to the filing of their initial Schedule 13D in September 2021. | |
| 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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