HCW Biologics Inc. Announces Pricing of Approximately $4.0 Million Private Placement Offering At-the-Market Under Nasdaq Rules

HCW Biologics (NASDAQ: HCWB) priced a private placement of approximately $4.0 million, selling 2,846,975 units at $1.405 per unit to healthcare investors.

Rhea-AI Summary

HCW Biologics (NASDAQ: HCWB) priced a private placement of approximately $4.0 million, selling 2,846,975 units at $1.405 per unit to healthcare investors. Each unit includes one common share (or pre-funded warrant) and one warrant with a $1.28 exercise price.

Net proceeds are earmarked to fund clinical trials for HCW9302, advance IND-enabling studies for HCW11-018b and HCW11-040, cover general corporate purposes, and pay certain debts and settlements.

Positive

• Approximately $4.0 million raised through private placement at-the-market under Nasdaq rules
• Issuance of 2,846,975 units provides immediate capital inflow
• Proceeds allocated to clinical trial costs for HCW9302
• Funding for IND-enabling studies of HCW11-018b and HCW11-040
• Portion of proceeds designated to pay certain debts and settlements

Negative

• Potential dilution from 2,846,975 new units plus accompanying warrants
• Warrants exercisable immediately at $1.28 per share, extending dilution over 5.5 years

Argus May 21 session

+6.17% close to close 0.6x rel. volume Open Argus

Details

News Market Reaction – HCWB

On May 21, the day this news came out, HCWB closed 6.17% above the previous close.

Data tracked by StockTitan Argus for the May 21 session.

Key Figures

Private placement size: Approximately $4.0 million Units offered: 2,846,975 units Unit purchase price: $1.405 per unit +5 more

Private placement size

Approximately $4.0 million

Aggregate proceeds for new private placement units

Units offered

2,846,975 units

Aggregate units in private placement

Unit purchase price

$1.405 per unit

Pricing of private placement units at-the-market

Common share price

$1.28 per share

Purchase price for common stock within each unit

Pre-funded warrant price

$1.2799 per pre-funded warrant

Price in lieu of common share, exercise price $0.0001

Warrant price

$0.125 per warrant

Purchase price for each common stock warrant in unit

Warrant exercise price

$1.28 per share

Exercise price for common stock underlying warrants

Ownership cap

4.99% of outstanding shares

Maximum ownership per investor including pre-funded warrants

Previous Private placement,offering Reports

1 past event · Latest: Nov 18

Same Type 1 event

1. Nov 18

   Financing announcement

   24h Move

   -11.3%

   Registered direct and private placement totaling $6.9M with new warrants.

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

Key Terms

at-the-market, pre-funded warrant, warrant, exercise price, +4 more

8 terms

at-the-market financial

"private placement of an aggregate of 2,846,975 units at a purchase price of $1.405 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.

pre-funded warrant financial

"or, in lieu thereof, one pre-funded warrant at a purchase price of $1.2799 per pre-funded warrant with an exercise price of $0.0001 per share"

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 (ii) one warrant at a purchase price of $0.125 per 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.

exercise price financial

"with an exercise price of $0.0001 per share) and (ii) one warrant at a purchase price of $0.125 per warrant"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

registration rights agreement regulatory

"the Company also 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

"agreed to submit to the U.S. Securities and Exchange Commission ... an initial registration statement on Form S-1 within 60 days"

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.

u.s. securities and exchange commission regulatory

"submit to the U.S. Securities and Exchange Commission (the “SEC”) an initial registration statement"

The U.S. Securities and Exchange Commission is a government agency responsible for overseeing the stock market and protecting investors. It sets rules to ensure that companies share truthful information and that trading is fair, helping to maintain trust in the financial system. This oversight is important because it helps prevent fraud and ensures that investors can make informed decisions.

nasdaq rules regulatory

"private placement ... priced at-the-market under Nasdaq rules to a group of healthcare investors"

Nasdaq rules are a set of guidelines and requirements that companies must follow to be listed and remain on the Nasdaq stock exchange. These rules help ensure companies are transparent, financially healthy, and operate fairly, which is important for investors to trust the market and make informed decisions. Think of them as the standards that keep the marketplace honest and organized.

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

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MIRAMAR, Fla., May 21, 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, cancer and senescence-associated dysplasia, today announced the pricing of its private placement of an aggregate of 2,846,975 units at a purchase price of $1.405 per unit priced at-the-market under Nasdaq rules to a group of healthcare investors (the “Investors”). Each unit consists of (i) one share of common stock at a purchase price of $1.28 per share (or, in lieu thereof, one pre-funded warrant at a purchase price of $1.2799 per pre-funded warrant with an exercise price of $0.0001 per share) and (ii) one warrant at a purchase price of $0.125 per warrant, each to purchase one share of common stock. The warrants will have an exercise price of $1.28 per share, will be exercisable immediately upon issuance, and will expire on the five and one-half year anniversary of the original issuance date. The shares of common stock (or pre-funded warrants) and the warrants 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 May 21, 2025, subject to the satisfaction of customary closing conditions.

E.F. Hutton & Co. LLC is acting as the sole placement agent for the offering.

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 funding for general corporate purposes and to pay off certain debts and settlements.

On May 21, 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”) an initial registration statement on Form S-1 within 60 days of the closing date covering the resale of the purchased shares and underlying shares for warrants, which may be issued from time to time upon the exercise of such warrants, and 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 the Company can issue to an Investor, including those shares issued upon the exercise of pre-funded warrants from time to time, may not exceed 4.99% of the number of shares of our 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 support or 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. To date, the Company has entered into two licensing agreements in which it has licensed exclusive, worldwide rights for some of its proprietary molecules. 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, the actual success and potency of the Company’s immunotherapeutic treatments to disrupt the link between chronic inflammation and diseases; and the Company’s intended use of proceeds of this offering. 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 31, 2026, and in other filings filed from time to time with the SEC.

Company Contact:
Rebecca Byam
Chief Financial Officer
rebeccabyam@hcwbiologics.com

FAQ

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

What did HCW Biologics (HCWB) announce in its May 21, 2026 private placement?

HCW Biologics announced pricing of a private placement of about $4.0 million. According to HCW Biologics, it will issue 2,846,975 units at $1.405 per unit, each containing one common share (or pre-funded warrant) and one warrant.

How many shares and warrants are included in the HCWB May 2026 private placement?

The offering covers 2,846,975 units, each with one share (or pre-funded warrant) and one warrant. According to HCW Biologics, each warrant is immediately exercisable for one share at $1.28 and expires five and one-half years after issuance.

What will HCW Biologics use the $4.0 million private placement proceeds for?

Proceeds will fund pipeline development and corporate needs. According to HCW Biologics, funds support HCW9302 clinical trials, IND-enabling studies for HCW11-018b and HCW11-040, general corporate purposes, and payment of certain debts and settlements.

How are the units structured in the HCW Biologics (HCWB) private placement?

Each unit consists of equity and a warrant component. According to HCW Biologics, investors receive one common share at $1.28 (or a pre-funded warrant at $1.2799) plus one warrant purchased at $0.125, exercisable at $1.28 per share.

What is the exercise price and term of the HCW Biologics private placement warrants?

The warrants have an exercise price of $1.28 per share and are immediately exercisable. According to HCW Biologics, they expire on the five and one-half year anniversary of the original issuance date, extending potential future share issuance.

What registration rights did HCW Biologics grant investors in the May 2026 offering?

HCW Biologics agreed to file a Form S-1 resale registration statement within 60 days of closing. According to HCW Biologics, it will seek SEC effectiveness within 60 days and limit any single investor’s holdings to 4.99% post-issuance.