Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 15, 2022, the Board of Directors (the “Board”) of Humacyte, Inc.
(the “Company”), appointed C. Bruce Green to the Board. General Green will serve
as a Class I director and will be subject to election at the Company’s 2025
annual meeting of stockholders.
General Green has served as Director and Chief Medical Officer of Deloitte
Federal Consulting since October 2013. From September 2012 through September
2013, General Green served as Senior Partner at Martin, Blanck & Associates, a
consulting firm focused on the federal health sector. General Green served as
the 20th Surgeon General of the U.S. Air Force from August 2009 through July
2012, during which time he oversaw all U.S. Air Force Medical Service
activities, including a staff of over 42,800 people assigned to 75 medical
facilities worldwide. Prior to serving as Surgeon General, General Green served
as Assistant Surgeon General for Health Care Operations from July 2005 to August
2006 and Deputy Surgeon General of the U.S. Air Force from August 2006 to August
2009. General Green was commissioned through the Health Professions Scholarship
Program and entered active duty with the U.S. Air Force in 1978, after
completing his M.D. at the Medical College of Wisconsin. General Green completed
residency training in family practice at Eglin Regional Hospital, Eglin Air
Force Base, Florida, and in aerospace medicine at Brooks Air Force Base, Texas.
General Green received his B.S. from the University of Wisconsin-Parkside and
his M.P.H. from the Harvard School of Public Health. General Green retired from
the U.S. Air Force in July 2012 with the rank of Lieutenant General.
For his service on the Company’s Board, General Green will participate in the
Company’s previously disclosed compensation program for non-employee directors,
pursuant to which he will receive (i) a $50,000 annual cash retainer (prorated
in 2022 for his partial year of service), (ii) as a newly appointed director, an
option to purchase 13,000 shares of the Company’s common stock, and, (iii) when
considered a continuing director, an option to purchase 8,500 shares of the
Company’s common stock annually.
There is no arrangement between General Green and any person pursuant to which
he was selected as director. General Green has no direct or indirect material
interest in any existing or currently proposed transaction that would require
disclosure under Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On September 20, 2022, the Company issued a press release regarding General
Green’s appointment to the Board. A copy of this press release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is
being furnished and shall not be deemed “filed” for the purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
otherwise subject to the liabilities of that Section and shall not be
incorporated by reference into any registration statement or other document
filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act,
except as otherwise expressly stated in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 99.1 Press release, dated September 20, 2022. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 1
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