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

TL;DR

HCW Biologics filed an 8-K for a material agreement and equity sales. Details pending.

AI Summary

HCW Biologics Inc. announced on November 19, 2025, that it entered into a material definitive agreement. The company also disclosed unregistered sales of equity securities and provided other events and financial statements/exhibits. Specific details regarding the agreement and sales were not provided in this summary.

Why It Matters

This filing indicates significant corporate activity, including a material definitive agreement and unregistered equity sales, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities, which can sometimes indicate financial distress or dilution, and the lack of specific details in the summary warrants caution.

Key Numbers

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

Key Players & Entities

• HCW Biologics Inc. (company) — Registrant
• November 19, 2025 (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
• $7.45 — Warrants the "Existing Warrants") from $7.45 per share to $2.66 per share (which inc
• $2.66 — ting Warrants") from $7.45 per share to $2.66 per share (which includes the payment o
• $0.125 — er share (which includes the payment of $0.125 per New Warrant (as defined below)), an
• $2.41 — common stock with an exercise price of $2.41 per share (the "New Warrants"). The New
• $4.0 m — eeds from Inducement were approximately $4.0 million, prior to deducting financial adv
• $15,000 — egal fees of its counsel, not to exceed $15,000. The Financial Advisor Agreement contai

Filing Documents

• hcwb-20251119.htm (8-K) — 54KB
• hcwb-ex4_1.htm (EX-4.1) — 171KB
• hcwb-ex10_1.htm (EX-10.1) — 74KB
• hcwb-ex99_1.htm (EX-99.1) — 18KB
• img90053791_0.jpg (GRAPHIC) — 58KB
• 0001193125-25-289873.txt ( ) — 550KB
• hcwb-20251119.xsd (EX-101.SCH) — 24KB
• hcwb-20251119_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On November 19, 2025, HCW Biologics Inc. (the "Company") entered into an inducement offer agreement ("Inducement Agreement") with a single institutional investor (the "Investor"), pursuant to which the Company agreed to reduce the exercise price of the outstanding warrants held by the Investor, issued in November 2024 (the "November 2024 Warrants") and May 2025 (the "May 2025 Warrants" together with the November 2024 Warrants the "Existing Warrants") from $7.45 per share to $2.66 per share (which includes the payment of $0.125 per New Warrant (as defined below)), and the Investor agreed to immediately exercise the Existing Warrants to purchase an aggregate of 1,510,205 shares of the Company's common stock (the "Inducement"). In connection with the Inducement Agreement, in exchange for the Investor's exercise of the Existing Warrants, the Company issued to the Investor common stock purchase warrants to purchase up to 3,020,410 shares of the Company's common stock with an exercise price of $2.41 per share (the "New Warrants"). The New Warrants are immediately exercisable and will expire on the five and one-half year anniversary of the issuance date of November 20, 2025. The Company has agreed to file a registration statement with the Securities and Exchange Commission ("SEC") within 30 days of the closing date, covering the resale of the shares of common stock issuable upon exercise of the New Warrants. The gross proceeds from Inducement were approximately $4.0 million, prior to deducting financial advisory fees and estimated offering expenses payable by the Company. The Inducement closed on November 20, 2025. Maxim Group LLC acted as financial advisor ("Financial Advisor" or "Maxim") in connection with the Inducement Agreement. The Company agreed to pay the Financial Advisor a cash fee equal to 6.0% of the gross proceeds from the exercise of the Existing Warrants by the Investor. The Company also agreed to

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The Company issued the New Warrant pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), available under Section 4(a)(2) of the Series Act and intends to issue the New Warrant Shares pursuant to the same exemption or pursuant to the exemption provided by Section 3(a)(9) of the Securities Act. The description of the New Warrants under Item 1.01 above is incorporated by reference herein. The form of the New Warrants has been filed as Exhibit 4.1 to this Form 8-K and is incorporated by reference herein.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On November 19, 2025, the Company issued a press release announcing the Inducement and Investor Warrant Agreement described above. A copy of that press release is furnished as Exhibit 99.1 hereto.

01 Other Events

Item 8.01 Other Events. 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.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of New Warrant. 10.1 Form of Inducement Agreement between the Company and Investor. 99.1 Press release dated November 19, 2025. 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, 2025 By: /s/ Hing C. Wong Hing C. Wong, Founder and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR