HCW Biologics Announces Pricing of $1.5 Million Private Placement

The existing stockholder's right to receive common warrants depends on stockholder approval.

Rhea-AI Summary

HCW Biologics (HCWB) priced a $1.5 million private placement with an existing stockholder on September 24, 2026.

Under a September 23 purchase agreement, HCW Biologics agreed to sell 903,614 units at $1.6599 per unit. Each unit includes a pre-funded warrant to buy one common share and a right to receive a warrant to buy another share, subject to stockholder approval. The pre-funded warrants are immediately exercisable at $0.0001 per share. If issued, the common warrants will have a $1.66 exercise price and expire 5.5 years after issuance.

The company intends to use net proceeds for HCW9302 trials, studies for HCW11-018b and HCW11-040, and general corporate purposes.

Positive

• $1.5 million placement agreed at $1.6599 per unit

Negative

• 903,614 pre-funded warrants; up to 903,614 additional warrants conditional

News Explained

Potential dilution from pre-funded-warrant exercise is available now; additional warrant shares require approval, while the investor’s holdings are capped.

The placement is priced, and the purchase agreement caps the investor’s holdings—including shares issued at closing and on pre-funded-warrant exercise—at 9.99% of post-issuance common shares; separate common warrants for up to 903,614 shares remain subject to stockholder approval.

If exercised, the 903,614 immediately exercisable pre-funded warrants would issue common shares, increasing share count and reducing existing holders’ percentage ownership absent offsetting changes.

HCWB agreed to file a Form S-1 covering resale of shares issuable under both warrant types within 15 trading days after closing and use commercially reasonable efforts to obtain effectiveness within 60 days after closing; registration alone does not sell securities.

The $1.5 million gross proceeds equal 34.4 days of second-quarter 2026 operating cash outflow at that quarter’s rate, a historical sizing rather than a forward funding period.

Sources and calculations

• HCW Biologics Announces Pricing of $1.5 Million Private Placement (2026-09-24)
• Dilution (version supplied)
• Pre-funded warrant (version supplied)
• Form S-1 purpose (version supplied)
• HCW Biologics Q2 2026 fundamentals (2026-06-30)

• Offering gross against the last reported quarterly operating outflow, in days at that rate $1,500,000 / ($3,966,138 / 91) = 34.4 days

Argus 15 min delay 9 alerts

-6.63% vs previous close $1.55 last price 15.2x rel. volume Open Argus

Details

Market move: HCWB -6.63% vs previous close. $1.5 million private placement

-11.1% Trough in 0 min

$1.40 $1.78 Day Range

$2.85M Market Cap

On Sep 24, the day this news came out, the latest delayed price for HCWB is 6.63% below the previous close. Argus tracked a trough of -11.1% from its starting point during tracking. Our momentum scanner has recorded 9 alerts for this stock so far that day. The latest delayed price is $1.55. Relative volume is exceptionally heavy at 15.2x the average.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.

Market Context

The July 29 $1.6 million placement also earmarked funding for HCW9302, HCW11-018b and HCW11-040, pro...

Analysis

The July 29 $1.6 million placement also earmarked funding for HCW9302, HCW11-018b and HCW11-040, providing a direct financing comparison to the programs funded in this announcement.

Key Figures

Private placement size: $1.5 million Pre-funded warrants: 903,614 warrants Common warrants: Up to 903,614 warrants +5 more

Private placement size

$1.5 million

Current offering

Pre-funded warrants

903,614 warrants

Issued in the offering

Common warrants

Up to 903,614 warrants

Subject to stockholder approval

Unit purchase price

$1.6599 per Unit

Unit includes a pre-funded warrant and the right to receive a common warrant, subject to approval

Pre-funded warrant exercise price

$0.0001 per share

Immediately exercisable

Common warrant exercise price

$1.66 per share

Common warrants subject to stockholder approval

Common warrant term

5.5 years

From issuance

Investor ownership limit

9.99%

Maximum ownership after giving effect to specified issuances

Historical Context

1 past event · Latest: Jul 29

1 event

1. Jul 29

   Private placement

   24h Move

   -0.2%

   Prior $1.6 million placement earmarked funding for HCW9302 and HCW11-018b/HCW11-040.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

pre-funded warrant, common warrant, registration rights agreement, form s-1, +1 more

5 terms

pre-funded warrant financial

"one pre-funded warrant to purchase one share of the Company’s common stock"

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.

common warrant financial

"the right to receive one common stock purchase warrant"

A common warrant is a tradable security that gives its holder the right to buy a company’s common shares at a preset price for a limited time. It matters to investors because exercising warrants can dilute existing ownership and create leverage: holders can benefit if the stock rises above the preset price, while holders of original shares face potential reduction in their percentage stake, similar to more tickets being added to a raffle.

registration rights agreement financial

"entered into a registration rights agreement with the Investors"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

form s-1 regulatory

"submit to the U.S. Securities and Exchange Commission a registration statement on Form S-1"

A Form S-1 is the registration filing a company submits to the U.S. Securities and Exchange Commission when it plans to offer stock to the public, most commonly for an initial public offering. Think of it as the company’s full disclosure packet or blueprint: it contains audited financials, business description, management background, risk factors and details of the offering, giving investors the information needed to judge the company’s financial health and potential risks before buying shares.

nasdaq listing rule 5635(d) regulatory

"Under Nasdaq Listing Rule 5635(d), the Company is required to obtain stockholder approval"

Nasdaq Listing Rule 5635(d) is a stock-exchange rule that determines when a company must get shareholder approval before issuing new shares tied to conversions or exercises of existing convertible securities, options or warrants. It matters to investors because it controls potential dilution of their holdings and changes in voting power—think of it like a rule that decides whether a previously agreed‑upon coupon can be redeemed without asking the group again.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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MIRAMAR, Fla., Sept. 24, 2026 (GLOBE NEWSWIRE) -- HCW Biologics Inc. (the “Company” or “HCW Biologics”), (NASDAQ: HCWB), a clinical-stage biopharmaceutical company developing transformative fusion immunotherapeutics to treat autoimmune diseases, cancer and senescence-associated dysplasia, today announced the pricing of its $1.5 million private placement (the “Offering”) with an existing stockholder of the Company, (the “Investor”). Pursuant to a securities purchase agreement entered into on September 23, 2026 with the Investor (the “Purchase Agreement”), the Company agreed to issue and sell an aggregate of 903,614 units (the “Units”), with each Unit consisting of (i) one pre-funded warrant (a “Pre-Funded Warrant”) to purchase one share of the Company’s common stock, par value $0.0001 per share, (“Common Stock”) and (ii) the right to receive one common stock purchase warrant (a “Common Warrant”) to purchase one share of Common Stock, and subject to, stockholder approval of the issuance thereof.

In connection with the Offering, the Company will issue 903,614 Pre-Funded Warrants. Subject to stockholder approval, which the Company is obligated to seek pursuant to the terms of the Purchase Agreement, the Investor will also be entitled to receive Common Warrants to purchase up to an aggregate of 903,614 shares of Common Stock.

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

The combined purchase price for each Unit consisting of a Pre-Funded Warrant and the right to receive one Common Warrant upon, and subject to, stockholder approval of the issuance thereof, was $1.6599 per Unit. The Pre-Funded Warrants have an exercise price of $0.0001 per share of Common Stock, are exercisable immediately and will not expire until exercised in full. The Common Warrants will have an exercise price of $1.66 per share and will expire on the five and one half (5.5) year anniversary of their issuance. Under Nasdaq Listing Rule 5635(d), the Company is required to obtain stockholder approval before issuing the Common Warrants because the potential issuance of shares upon exercise of the Common Warrants could exceed the thresholds set forth in such rule. Following receipt of stockholder approval, the Company will issue the Common Warrants to the Investor in accordance with the Purchase Agreement.

The Company intends to use the net proceeds from this Offering to continue clinical trials for HCW9302, advance its IND-enabling studies for its T-Cell Engager, HCW11-018b, and its second-generation immune checkpoint inhibitor, HCW11-040, and for general corporate purposes.

On September 23, 2026, the Company also entered into a registration rights agreement with the Investors, pursuant to which the Company agreed to submit to the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 within 15 trading days of the closing of the Offering covering the resale of the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants and the shares of Common Stock issuable upon exercise of the Common Warrants. The Company also agreed to use commercially reasonable efforts to cause the registration statement to be declared effective by the SEC within 60 days following the closing of the Offering.

The number of shares of Common Stock the Company that may be held by the Investor, including those shares issued at closing and upon the exercise of Pre-Funded Warrants from time to time in the Offering, may not exceed 9.99% of the number of shares of the Company’s Common Stock outstanding immediately after giving effect to such issuances.

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. (the “Company”) (NASDAQ: HCWB) is a clinical-stage biopharmaceutical company developing transformative fusion immunotherapeutics to treat diseases promoted by chronic inflammation, including autoimmune diseases, cancer, and senescence-associated dysplasia. The Company’s immunotherapeutics represent a new class of drugs that it believes have the potential to fundamentally change the treatment of proinflammatory and senescence-associated diseases and conditions that are promoted by chronic inflammation —and in doing so, improve patients’ quality of life and possibly extend longevity. A key aspect of the Company’s clinical development and financing strategy is to focus on its business development programs. See the Company Pipeline at https://hcwbiologics.com/pipeline/

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, without limitation, statements regarding the completion of the Offering and the satisfaction of customary closing conditions; the anticipated use of proceeds from the Offering; the Company’s ability to obtain stockholder approval for the issuance of the Common Warrants; the anticipated issuance of the Common Warrants following receipt of stockholder approval; the anticipated filing and effectiveness of registration statements covering the shares of Common Stock issued in the Offering; and the prospective efficacy and success of the Company’s immunotherapeutic candidates and development programs. 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 SEC on March 31, 2026, and in other filings filed from time to time with the SEC.

Company Contact:

Rebecca Byam
Chief Financial Officer
rebeccabyam@hcwbiologics.com

This press release was published by a CLEAR® Verified individual.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

When will HCW Biologics register shares underlying the private placement warrants?

HCW Biologics agreed to file a resale registration statement within 15 trading days of the offering's closing. It also agreed to use commercially reasonable efforts to have the statement declared effective within 60 days after closing.

What ownership limit applies to the HCW Biologics private placement investor?

The investor's common-stock holdings may not exceed 9.99% of outstanding common stock immediately after giving effect to the relevant issuances. The limit covers shares held by the investor, including shares issued at closing and through exercises of pre-funded warrants.