HCW Biologics Files 8-K: Material Agreement & Equity Sales

TL;DR

HCW Biologics inked a material deal and sold some stock, filing an 8-K on Nov 18.

AI Summary

HCW Biologics Inc. announced on November 18, 2024, that it entered into a Material Definitive Agreement. The company also disclosed unregistered sales of equity securities and provided a Regulation FD disclosure. Additional details regarding financial statements and exhibits were filed.

Why It Matters

This filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial standing and stock performance.

Risk Assessment

Risk Level: medium — The filing involves a material definitive agreement and unregistered equity sales, which can introduce financial and regulatory risks.

Key Numbers

• 001-40591 — Commission File Number (Identifies the company's SEC filing history.)
• 82-5024477 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• HCW Biologics Inc. (company) — Registrant
• November 18, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 2929 N. Commerce Parkway, Miramar, Florida 33025 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share HCWB The Nasdaq Stock Mar
• $1.03 — o purchase one share of common stock is $1.03 per Share and the combined purchase pri
• $1.0299 — o purchase one share of common stock is $1.0299. The Common Stock and Pre-Funded Warr
• $0 — nded Warrants have an exercise price of $0.0001, are exercisable immediately and w
• $6.9 million — any from the Offering are approximately $6.9 million before deducting the placement agent's
• $50,000 — legal fees of its counsel not to exceed $50,000. The Placement Agent Agreement also con
• $7 million — apeutic candidates. The deal includes a $7 million upfront payment, potential development

Filing Documents

• hcwb-20241118.htm (8-K) — 56KB
• hcwb-ex4_1.htm (EX-4.1) — 150KB
• hcwb-ex4_2.htm (EX-4.2) — 135KB
• hcwb-ex5_1.htm (EX-5.1) — 72KB
• hcwb-ex10_1.htm (EX-10.1) — 121KB
• hcwb-ex10_2.htm (EX-10.2) — 362KB
• hcwb-ex99_1.htm (EX-99.1) — 15KB
• hcwb-ex99_2.htm (EX-99.2) — 19KB
• img90053791_0.jpg (GRAPHIC) — 52KB
• img90977312_0.jpg (GRAPHIC) — 52KB
• img199955712_0.jpg (GRAPHIC) — 44KB
• 0000950170-24-129357.txt ( ) — 1407KB
• hcwb-20241118.xsd (EX-101.SCH) — 25KB
• hcwb-20241118_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreements

Item 1.01 Entry into a Material Definitive Agreements. On November 18, 2024, HCW Biologics Inc. (the "Company") entered into a securities purchase agreement ("SPA") with a single institutional investor (the "Purchaser") pursuant to which the company agreed to offer and sell (i) in a registered direct offering (the "Registered Offering") (x) 4,160,000 shares (the "Shares") of the Company's common stock, par value $0.0001 per share (the "Common Stock"), and (y) pre-funded warrants to purchase up to 2,557,000 shares of common stock (the "Pre-Funded Warrants") and (ii) in a concurrent private placement (the "Private Placement" and together with the Registered Offering, the "Offering"), unregistered warrants to purchase up to an aggregate of 6,717,000 shares of Common Stock ("Common Stock Warrants"). The combined purchase price for each Share and accompanying Common Stock Warrant to purchase one share of common stock is $1.03 per Share and the combined purchase price for each Pre-Funded Warrant and accompany Common Stock Warrant to purchase one share of common stock is $1.0299. The Common Stock and Pre-Funded Warrants were each sold with an accompanying Common Stock Warrant to purchase one share of common stock, and the Common Stock and Pre-Funded Warrants are immediately separated from the Common Stock Warrants and will be issued separately. The Common Stock Warrants have an exercise price of $1.03 per share, will be exercisable immediately, and expire on the five year anniversary of the date of issuance. The Pre-Funded Warrants have an exercise price of $0.0001, are exercisable immediately and will not expire until exercised in full. The shares of Common Stock and Pre-Funded Warrants in the Registered Offering are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-266991), which was declared effective by the U.S. Securities and Exchange Commission (the "SEC") on August 26, 2022. The Registered Offering has been made by means of a p

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information included above in Item 1.01 relating to the Common Stock Warrants and the share of Common Stock issuable upon exercise of the Common Stock Warrants is incorporated by reference into this item 3.02 in its entirety. The Common Stock Warrants described above are being offered and sold by the Company in a transaction not involving a public offering exclusively to accredited investor under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder and, along with the shares of Common Stock underly such Common Stock Warrants, have not been registered under the Securities Act or applicable state securities law. Accordingly, the unregistered Warrants and the underlying shares of Common Stock may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Neither this Current Report on Form 8-K ("Current Report") nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On November 18, 2024, the Company issued a press release announcing the pricing of this Offering described above. A copy of that press release is furnished as Exhibit 99.1 hereto.

01 Other Events

Item 8.01 Other Events. On November 18, 2024, the Company issued a press release announcing that it entered into a worldwide exclusive license agreement with WY Biotech for developing and commercializing one of HCWB's preclinical immunotherapeutic candidates. The deal includes a $7 million upfront payment, potential development milestone payments, and double-digit royalties on future sales. A copy of that press release is furnished as Exhibit 99.2. This Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. A copy of the opinion of Clark Hill PLC relating to the validity of the issuance and sale of the Shares, Pre-Funded Warrants and shares of common stock underlying the Pre-Funded Warrants is furnished as Exhibit 5.1.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of Common Stock Purchase Warrant between the Company and Holder 4.2 Form of Pre-Funded Common Stock Purchase Warrant between the Company and Holder 5.1 Opinion of Clark Hill PLC 10.1 Placement Agency Agreement, dated November 18, 2024, between the Company and Maxim Group LLC. 10.2 Securities Purchase Agreement, dated November 18, 2024, between the Company and Purchaser . 99.1 Press release, dated November 18, 2024, announcing pricing of the Offering. 99.2 Press release, dated November 18, 2024, announcing entering the WY License Agreement. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HCW BIOLOGICS INC. Date: November 20, 2024 By: /s/ Hing C. Wong Hing C. Wong Founder and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR