HCW Biologics Announces Pricing of $1.5 Million Follow-On Offering Priced At-The-Market Under NASDAQ Rules

Rhea-AI Summary

HCW Biologics (NASDAQ: HCWB) priced a follow-on at-the-market offering of 2,477,292 units at $0.6055 per unit, raising approximately $1.5 million gross, with expected close on or about February 19, 2026.

The units include one share (or pre-funded warrant) and one warrant exercisable upon shareholder approval; the company also seeks shareholder approval to reduce exercise price on up to 3,020,410 existing warrants to $0.6055.

Positive

• Gross proceeds of approximately $1.5 million to fund development
• Net proceeds earmarked for HCW9302 clinical and preclinical development
• Placement agent engaged: Maxim Group LLC

Negative

• Potential dilution from 2,477,292 new units and warrants issued
• Proposed reduction of exercise price on up to 3,020,410 existing warrants may further dilute shareholders
• Offering priced at $0.6055 implies low issuance price relative to prior warrant strike of $2.41

News Market Reaction – HCWB

-1.48%

6 alerts

-1.48% News Effect

-24.9% Trough in 30 hr 8 min

-$32K Valuation Impact

$2M Market Cap

0.8x Rel. Volume

On the day this news was published, HCWB declined 1.48%, reflecting a mild negative market reaction. Argus tracked a trough of -24.9% from its starting point during tracking. Our momentum scanner triggered 6 alerts that day, indicating moderate trading interest and price volatility. This price movement removed approximately $32K from the company's valuation, bringing the market cap to $2M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Gross proceeds: $1.5 million Units offered: 2,477,292 units Unit price: $0.6055 per unit +5 more

8 metrics

Gross proceeds $1.5 million Expected gross proceeds from follow-on offering before fees

Units offered 2,477,292 units Aggregate units in follow-on offering

Unit price $0.6055 per unit Purchase price, at-the-market under Nasdaq rules

Warrant exercise price $0.6055 per share Exercise price for new warrants in the units

Warrant term 5 years New warrants expire five years after shareholder approval

Existing warrants repriced 3,020,410 shares Shares underlying Existing Warrants subject to repricing

Old exercise price $2.41 per share Prior exercise price of Existing Warrants before cut

New exercise price $0.6055 per share Reduced exercise price of Existing Warrants, pending approval

Market Reality Check

Price: $0.5496 Vol: Volume 84,340 is below th...

normal vol

$0.5496 Last Close

Volume Volume 84,340 is below the 20-day average of 101,675, suggesting limited pre-news positioning. normal

Technical Shares at $0.6011 are trading below the 200-day MA of $3.83 and sit at the 52-week low.

Peers on Argus

HCWB fell 7.54% while momentum-screened peers showed mixed moves: CYCN up 5.65%,...

2 Up 1 Down

HCWB fell 7.54% while momentum-screened peers showed mixed moves: CYCN up 5.65%, PMCB up 3.02%, ALZN down 2.42%. This points to stock-specific pressure from the follow-on offering rather than a sector-wide move.

Previous Offering Reports

1 past event · Latest: May 13 (Negative)

Same Type Pattern 1 events

Date	Event	Sentiment	Move	Catalyst
May 13	Follow-on offering	Negative	-12.3%	Dilutive $5M follow-on financing with warrant repricing for HCW9302 funding.

Pattern Detected

The prior follow-on offering on May 13, 2025 led to a -12.34% one-day move, indicating a history of negative reactions to dilutive financings.

Recent Company History

HCW Biologics has repeatedly relied on equity-linked financings tied to HCW9302 development. On May 13, 2025, a $5.0M follow-on offering at $7.45 per unit, including warrants, produced a -12.34% price reaction. That deal also cut exercise prices on certain existing warrants, similar to today’s repricing of warrants to $0.6055. The new $1.5M at-the-market follow-on offering continues this pattern of funding R&D via shareholder dilution.

Historical Comparison

-12.3% avg move · Past offering news on May 13, 2025 drove a -12.34% move. Today’s at-the-market follow-on and warrant...

offering

-12.3%

Average Historical Move offering

Past offering news on May 13, 2025 drove a -12.34% move. Today’s at-the-market follow-on and warrant repricing echo that dilutive funding approach focused on HCW9302.

Financings show a pattern of follow-on offerings and warrant repricings used to fund HCW9302 development and broader R&D needs.

Market Pulse Summary

This announcement details a modest $1.5M follow-on offering at $0.6055 per unit plus a repricing of ...

Analysis

This announcement details a modest $1.5M follow-on offering at $0.6055 per unit plus a repricing of 3,020,410 existing warrants to the same level, pending shareholder approval. Proceeds are earmarked for HCW9302 clinical work and general corporate needs. Historically, similar financings, such as the $5.0M May 2025 offering, have weighed on the stock, so investors may track execution of R&D milestones against ongoing dilution.

Key Terms

pre-funded warrant, warrant, at-the-market, registration statement on Form S-1, +2 more

6 terms

pre-funded warrant financial

"Each unit consists of one share of common stock (or pre-funded warrant in lieu thereof)..."

A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.

warrant financial

"and one warrant, each to purchase one share of common stock."

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

at-the-market financial

"at a purchase price of $0.6055 per unit priced at-the-market under Nasdaq rules."

"At-the-market" is a method for companies to sell new shares of stock directly into the open market over time, rather than all at once. It allows companies to raise money gradually, similar to selling slices of a pie instead of the entire pie at once, which can help manage the sale's impact on the stock price. This approach gives investors a steady supply of shares while providing companies with flexible funding options.

registration statement on Form S-1 regulatory

"pursuant to a registration statement on Form S-1, as amended (File No. 333-293396)"

A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.

prospectus regulatory

"The offering is being made only by means of a prospectus which forms a part..."

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

Securities and Exchange Commission regulatory

"which was declared effective by the Securities and Exchange Commission (the “SEC”)"

A national government agency that enforces rules for buying, selling and disclosing information about stocks and other investments, acting like a referee and scorekeeper for financial markets. It requires companies to share clear, regular financial and business information and investigates fraud or rule-breaking, which matters to investors because those rules and disclosures help ensure fair prices, reduce hidden risks and make it easier to compare investment choices.

AI-generated analysis. Not financial advice.

MIRAMAR, Fla., Feb. 17, 2026 (GLOBE NEWSWIRE) -- HCW Biologics Inc. (the “Company”), (NASDAQ: HCWB), a U.S.-based clinical-stage biopharmaceutical company focused on discovering and developing innovative immunotherapies to extend health span by targeting the link between chronic inflammation and disease, today announced the pricing of its follow-on offering of an aggregate of 2,477,292 units at a purchase price of $0.6055 per unit priced at-the-market under Nasdaq rules. Each unit consists of one share of common stock (or pre-funded warrant in lieu thereof) and one warrant, each to purchase one share of common stock. The warrant will have an exercise price of $0.6055 per share, will be exercisable upon shareholder approval, and will expire on the five-year anniversary from such date of shareholder approval. The shares of common stock (or pre-funded warrants) and the warrant comprising the units are immediately separable and will be issued separately in this offering. The closing of the offering is expected to occur on or about February 19, 2026, subject to the satisfaction of customary closing conditions.

Maxim Group LLC is acting as the sole placement agent for the offering.

The gross proceeds from the offering, before deducting the placement agent’s fees and other offering expenses, are expected to be approximately $1.5 million. The Company intends to use the net proceeds from this offering for funding preclinical and clinical development, including the clinical trials for HCW9302, and general corporate purposes.

In addition, the Company has entered into a privately negotiated agreement with the holder of certain existing outstanding warrants to purchase up to 3,020,410 shares of common stock (the “Existing Warrants”) to reduce the exercise price of such Existing Warrants from $2.41 per share to $0.6055 per share. The reduction of the exercise price of the Existing Warrants is subject to shareholder approval.

The securities described above are being offered pursuant to a registration statement on Form S-1, as amended (File No. 333-293396), which was declared effective by the Securities and Exchange Commission (the “SEC”) on February 17, 2026. The offering is being made only by means of a prospectus which forms a part of the effective registration statement. A preliminary prospectus relating to the offering has been filed with the SEC. Electronic copies of the final prospectus, when available, may be obtained on the SEC’s website at www.sec.gov and may also be obtained by contacting Maxim Group LLC at 300 Park Avenue, 16th Floor, New York, NY 10022, Attention: Prospectus Department, or by telephone at (212) 895-3745 or by email at syndicate@maximgrp.com.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About HCW Biologics:

HCW Biologics Inc. (NASDAQ: HCWB) is a clinical-stage biopharmaceutical company developing proprietary immunotherapies to treat diseases promoted by chronic inflammation, especially age-related and senescence-associated diseases. The Company’s immunotherapeutics represent a new class of drugs that it believes have the potential to fundamentally change the treatment of cancer and many other diseases and conditions that are promoted by chronic inflammation — and in doing so, improve patients’ quality of life and potentially extend longevity. Chronic inflammation, including inflammaging, is believed to be a significant contributing factor to senescence-associated diseases and conditions that diminish health span, including many types of cancer, autoimmune diseases, and neurodegenerative diseases, as well as many indications that impact quality-of-life that are not life-threatening. The Company’s lead product candidate, HCW9302, was developed using the Company’s legacy TOBI™ (Tissue factOr-Based fusIon) platform. The Company has created another drug discovery technology, the TRBC platform, which is not based on Tissue Factor. The TRBC platform has the capability to construct immunotherapeutics that not only activate and target immune responses but are also equipped with receptors that specifically target cancerous or infected cells. This platform is a versatile scaffold that enables the creation of multiple classes of immunotherapeutic compounds: Class I: Multi-Functional Immune Cell Stimulators; Class II: Second-Generation Immune Checkpoint Inhibitors; Class III: Multi-Specific Targeting Fusions and Enhanced Immune Cell Engagers. These novel immunotherapeutics are being developed for treatment of a wide range of disease indications, including oncology, autoimmune diseases, and improving quality of life conditions. The Company has constructed over 50 molecules using the TRBC platform. HCW9302 is the lead product candidate for the Company’s clinical development program for autoimmune diseases and other proinflammatory conditions. The Company has dosed the first patient in a Company-sponsored, multi-center Phase 1 clinical trial to evaluate HCW9302 in an autoimmune disease (NCT07049328). The IND-enabling process is underway for three TRBC-based molecules which were selected as the lead product candidates for other clinical development programs in cancer and age-related diseases based on promising preclinical data. The Company has two licensing programs in which it has licensed exclusive rights for some of its proprietary molecules.

Forward-Looking Statements

Statements in this press release contain “forward-looking statements” that are subject to substantial risks and uncertainties. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “expect,” “believe,” “will,” “may,” “should,” “estimate,” “project,” “outlook,” “forecast” or other similar words and include, the statements on the closing of the offering and the satisfaction of closing conditions and use of proceeds in the offering, the Company’s ability to develop new immunotherapeutic treatments for non-oncology or oncology indications; the capabilities of the Company’s new platform and the effectiveness of new fusion proteins developed using the new platform. Forward-looking statements are based on the Company’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. Factors that could cause actual results to differ include, but are not limited to, the risks and uncertainties that are described in the section titled “Risk Factors” in the annual report on Form 10-K filed with the United States Securities and Exchange Commission (the “SEC”) on March 28, 2025 and in other filings filed from time to time with the SEC. Forward-looking statements contained in this press release are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.

Company Contact:

Rebecca Byam
CFO
HCW Biologics Inc.
rebeccabyam@hcwbiologics.com

FAQ

What exactly did HCW Biologics (HCWB) price in the February 18, 2026 offering?

HCW Biologics priced 2,477,292 units at $0.6055 per unit, yielding about $1.5 million gross. According to the company, each unit contains one share (or pre-funded warrant) plus one warrant, with warrants exercisable after shareholder approval.

How will the HCWB offering proceeds be used by HCW Biologics?

The company intends to use net proceeds to fund preclinical and clinical development and general corporate purposes. According to the company, this specifically includes funding clinical trials for HCW9302 and supporting ongoing development activities.

What are the warrant terms in the HCWB follow-on offering and required approvals?

Each unit includes one warrant exercisable at $0.6055 per share and expiring five years after shareholder approval. According to the company, warrant exercise depends on shareholder approval and warrants are immediately separable from the underlying shares.

How does the proposed repricing of existing warrants affect HCWB shareholders?

The company seeks shareholder approval to lower exercise price on up to 3,020,410 existing warrants from $2.41 to $0.6055. According to the company, this change would increase potential dilution if those warrants are exercised at the new price.

When is the HCWB offering expected to close and who is the placement agent?

The offering is expected to close on or about February 19, 2026, subject to customary conditions. According to the company, Maxim Group LLC is acting as sole placement agent for the transaction and the registration statement is effective.

Where can investors find the HCWB offering prospectus and registration details?

Electronic copies of the prospectus will be available on the SEC website and from Maxim Group. According to the company, the securities are offered under an effective Form S-1 (File No. 333-293396) declared effective February 17, 2026.