Hcw Biologics Inc. SEC Filings

HCW Biologics Inc. filed a resale registration statement on Form S-1 covering up to 3,400,033 shares of common stock. These shares include 253,083 Conversion Shares issued when noteholders converted approximately $6.6 million of senior secured notes, up to 126,540 shares issuable upon exercise of related Conversion Warrants, and 3,020,410 Warrant Shares issuable upon exercise of New Warrants held by Armistice Capital Master Fund Ltd. We are told the company will not receive proceeds from selling stockholders’ resales.

The filing describes prior warrant inducement transactions that generated approximately $4.0 million in gross proceeds and a Nasdaq listing history in which HCW regained compliance but must now demonstrate compliance with equity and other rules by December 31 2025 and February 16 2026. The prospectus highlights substantial dilution risk from warrant and share resales, material doubt about the company’s ability to continue as a going concern given $1.1 million in cash as of September 30 2025, and about $19.4 million of past-due obligations, including legal fees and construction payables tied to mechanics lien and foreclosure litigation.

HCW also outlines its immunotherapy pipeline, a key license and co-development deal for preclinical molecule HCW11-006 that could yield a $7.0 million upfront package, and initiation of a Phase 1 trial of lead candidate HCW9302 in alopecia areata.

HCW Biologics Inc. entered into an inducement agreement with a single institutional investor on November 19, 2025. The company reduced the exercise price of the investor’s existing November 2024 and May 2025 warrants from $7.45 per share to $2.66 per share, and the investor immediately exercised these warrants to purchase 1,510,205 shares of common stock. This generated approximately $4.0 million in gross proceeds for the company before fees and expenses.

In exchange for the exercise of the existing warrants, HCW Biologics issued new common stock purchase warrants to the investor for up to 3,020,410 shares at an exercise price of $2.41 per share, which are immediately exercisable and expire five and one-half years after their November 20, 2025 issuance. The company agreed to file a registration statement within 30 days to cover the resale of shares issuable upon exercise of the new warrants and engaged Maxim Group LLC as financial advisor, paying a 6.0% cash fee on the gross proceeds from the warrant exercise and up to $15,000 in reimbursable expenses.

HCW Biologics Inc. entered into an Amended and Restated License, Research and Co-Development Agreement with Beijing Trimmune Biotech covering the HCW11-006 molecule for in vivo applications. The deal restructures an earlier license so Trimmune pays a $7.0 million upfront fee, split into $3.5 million in cash at closing and $3.5 million in transferable equity in Trimmune valued from its current equity financing round. The agreement also gives Trimmune an option to license HCW9302 for in vivo use in China or Asia and sets a 90-day window from signing to close the transaction.

HCW Biologics keeps a payment-free, milestone-free, and royalty-free option to recapture rights to develop and commercialize HCW11-006 for in vivo applications in the United States, Canada, Central America, and South America after Phase 1 clinical trials. Trimmune will be financially responsible for research, development, manufacturing, clinical work, regulatory approvals, and commercialization in its territory. If the closing does not occur within 90 days of execution, all intellectual property and rights to HCW11-006 revert to HCW Biologics.

HCW Biologics Inc. reported that the first patient has been dosed in its company-sponsored, multi-center Phase 1 clinical trial of lead product candidate HCW9302 in patients with an autoimmune disorder. This marks an early clinical step for HCW9302 as the company moves from planning into active patient treatment under a formal trial setting. The update was shared through a press release dated November 18, 2025, which is furnished as an exhibit for informational purposes and not deemed filed for liability purposes under the securities laws.

HCW Biologics Inc. reported that a Nasdaq Hearings Panel granted an extension to regain compliance with continued listing requirements. The company must demonstrate compliance with the Nasdaq Equity Rule (Listing Rule 5550(b)(1)) by December 31, 2025, and with all other Nasdaq continued listing rules by February 16, 2026, which the Panel stated is the full extent of its discretion.

The company is required to promptly notify the Panel of any significant events affecting compliance, timely file its Form 10-Q for the third quarter, and provide status updates on elements of its compliance plan. The Panel may review its decision within 45 calendar days after issuing the written decision and may request additional information before confirming compliance.

HCW Biologics Inc. reports that partner WY Biotech Co., Ltd. may miss the amended deadline to pay a $7.0 million upfront license fee under their worldwide exclusive license agreement. The payment date had already been extended to on or before September 30, 2025, and HCW had delayed recognizing this upfront payment as revenue.

WY Biotech has not yet finalized agreements with its contract development and manufacturing organization and investors, which affects the timing of the upfront fee. Both parties are now negotiating potential further revisions and additions to the license agreement, so the future structure and timing of payments under this collaboration remain subject to change.

HCW Biologics Inc. reported that Nasdaq has notified the company it is not in compliance with Nasdaq Listing Rule 5550(b)(1), known as the equity requirement for continued listing on the Nasdaq Capital Market, based on its status as of June 30, 2025. Nasdaq has informed the company that its securities are scheduled to be suspended from trading on August 28, 2025 unless it requests a hearing by August 26, 2025. The company plans to timely request a hearing before a Nasdaq Hearings Panel, which would pause any trading suspension while the hearing process is completed. HCW Biologics notes there is no assurance the Panel will grant continued listing or that it will be able to regain and demonstrate compliance within any period set by the Panel.

HCW Biologics reported a busy quarter with financing, licensing and construction developments that materially affect liquidity and operations. The company executed a one-for-forty reverse stock split effective April 11, 2025 and completed multiple financings: a registered direct/private placement that closed November 20, 2024, a follow-on public offering that closed May 15, 2025 raising gross proceeds of $5.0 million, bridge loans of $150,000 and $270,000 (the latter converted to equity), and other equity-related transactions valued at $15.2 million fair value of securities issued. HCW amended a license with WY Biotech that includes a $7.0 million upfront fee now expected by September 30, 2025, though revenue was not recognized because collectability was not probable. The company faces construction-related mechanics liens and litigation (BE&K, Fisk and related motions), reflected short-term debt classification due to lender acceleration rights, and recorded a $1.3 million fraud loss. A troubled debt restructuring converted $6.6 million of secured notes into equity, producing a non-cash gain recorded to additional paid-in capital.