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HCW Biologics (HCWB) granted Nasdaq extension to fix $1 bid price deficiency

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

HCW Biologics Inc. received a decision from a Nasdaq Hearings Panel granting more time to regain compliance with Nasdaq’s minimum bid price requirement. The company had previously fallen below the $1 per share minimum bid price under Nasdaq Listing Rule 5550(a)(2) after already completing a 1-for-40 reverse stock split on April 11, 2025.

The Panel is allowing the company to remain listed if it achieves a bid price of at least $1 per share for twenty consecutive trading days on or before July 29, 2026. The Panel indicated that if the company again becomes deficient with the bid price rule before September 22, 2026, it will be immediately delisted.

If HCW Biologics satisfies the conditions and regains compliance, the Panel intends to place the company under a Discretionary Panel Monitor for an additional one-year period, adding ongoing oversight of its listing status.

Positive

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Insights

Nasdaq has granted HCW Biologics a time-limited lifeline to fix its bid price deficiency.

HCW Biologics remains out of full comfort with Nasdaq rules but has secured an extension from the Nasdaq Hearings Panel. The company must lift its share price to at least $1 for twenty consecutive trading days by July 29, 2026 to resolve its minimum bid price deficiency.

The prior 1-for-40 reverse stock split on April 11, 2025 meant the company did not receive a standard 180-day compliance period. The Panel’s conditions also state that any renewed bid price deficiency before September 22, 2026 triggers immediate delisting, and other rule breaches would require rapid remediation plans.

Even if compliance is regained, the Panel plans a one-year Discretionary Panel Monitor under Listing Rule 5815(d)(4)(A). This extended monitoring underscores ongoing listing risk, and future company disclosures will clarify whether the required bid price levels and rule compliance are maintained during and after the exception period.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
Minimum bid price requirement $1 per share Nasdaq Listing Rule 5550(a)(2) minimum bid price
Compliance deadline July 29, 2026 Deadline to show $1 bid for 20 consecutive trading days
Consecutive trading days required 20 trading days Period bid price must be at or above $1
Prior reverse stock split ratio 1-for-40 Reverse stock split effective April 11, 2025
Immediate delisting trigger date September 22, 2026 Bid price deficiency before this date leads to delisting
Discretionary Panel Monitor duration 1 year Monitoring period under Listing Rule 5815(d)(4)(A)
Nasdaq Listing Rule 5550(a)(2) regulatory
"the Company’s listed securities did not maintain a minimum bid price of $1 per share, in accordance with Nasdaq Listing Rule 5550(a)(2)"
Bid Price Rule regulatory
"the Company’s plan to regain compliance with the Bid Price Rule"
1-for-40 reverse stock split financial
"Due to the fact that the Company effected a 1-for-40 reverse stock split on April 11, 2025"
Nasdaq Hearings Panel regulatory
"On May 29, 2026, the Nasdaq Hearings Panel (“the Panel”) granted the Company an extension"
A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.
Discretionary Panel Monitor regulatory
"the Panel intends to impose a Discretionary Panel Monitor on the Company for an additional one-year period"
A discretionary panel monitor is a compliance mechanism—either a small oversight group or a software tool—that reviews and checks trades made at a manager’s discretion to ensure they follow investment rules, risk limits and client instructions. For investors it matters because this watchdog helps prevent unauthorized or risky decisions, reduces the chance of loss or regulatory penalties, and protects trust much like a referee or speed governor keeps a game or machine within safe limits.
Listing Rule 5815(d)(4)(A) regulatory
"pursuant to Listing Rule 5815(d)(4)(A)"

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FAQ

What Nasdaq issue is HCW Biologics (HCWB) currently facing?
HCW Biologics is dealing with a Nasdaq minimum bid price deficiency. Its shares traded below the $1 per-share threshold required by Nasdaq Listing Rule 5550(a)(2), prompting a hearing and conditions for continued listing on The Nasdaq Capital Market.

What extension did Nasdaq grant HCW Biologics (HCWB) to regain compliance?
A Nasdaq Hearings Panel granted HCW Biologics an extension to regain compliance. The company must achieve a bid price of at least $1 per share for twenty consecutive trading days on or before July 29, 2026, to satisfy the minimum bid price rule.

What happens if HCW Biologics (HCWB) falls below Nasdaq’s bid price rule again?
If HCW Biologics becomes deficient with the minimum bid price rule again before September 22, 2026, Nasdaq will immediately delist the company. This condition applies even after the current extension, highlighting ongoing sensitivity to the company’s share price performance.

How did HCW Biologics’ prior reverse stock split affect its Nasdaq compliance timeline?
HCW Biologics completed a 1-for-40 reverse stock split on April 11, 2025. Because of this prior reverse split, the company was not afforded a standard 180-calendar-day period to demonstrate renewed compliance with Nasdaq’s minimum $1 bid price requirement for continued listing.

What additional monitoring might HCW Biologics (HCWB) face from Nasdaq?
If HCW Biologics regains compliance and meets all exception terms, the Nasdaq Hearings Panel intends to impose a Discretionary Panel Monitor for one year under Listing Rule 5815(d)(4)(A). This adds extended oversight of the company’s ongoing adherence to Nasdaq listing standards.

How will Nasdaq treat other listing rule violations by HCW Biologics during the exception period?
If HCW Biologics becomes non-compliant with any other Nasdaq listing rule before September 22, 2026, the company will have seven calendar days to submit a plan to cure. The Panel will then decide whether to grant an additional exception to address those deficiencies.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 29, 2026

 

 

 

HCW Biologics Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-40591   82-5024477
(State or Other Jurisdiction   (Commission   (IRS Employer
of Incorporation)   File Number)   Identification No.)

 

2929 N. Commerce Parkway    
Miramar, Florida   33025
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 954 842-2024

 

(Former Name or Former Address, if Changed Since Last Report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001 per share   HCWB   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

 

 

 

 
 

 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

As previously disclosed, on March 26, 2026, HCW Biologics Inc. (the “Company”) received written notice from the Listing Qualifications Staff (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) that for 30 consecutive business days, the Company’s listed securities did not maintain a minimum bid price of $1 per share, in accordance with Nasdaq Listing Rule 5550(a)(2) (“Bid Price Rule”) for continued listing on The Nasdaq Capital Market (the “Exchange”). Due to the fact that the Company effected a 1-for-40 reverse stock split on April 11, 2025, the Company was not afforded a 180-calendar day period to demonstrate compliance.

 

On May 29, 2026, the Nasdaq Hearings Panel (“the Panel”) granted the Company an extension in which to regain compliance with continued listing rules of the Exchange. The Panel’s determination follows the Company’s hearing on May 5, 2026, at which the Company presented, and the Panel considered, the Company’s plan to regain compliance with the Bid Price Rule. The Panel granted the Company’s request for continued listing on the Exchange, subject to, among other things, that on or before July 29, 2026, the Company must demonstrate compliance with the Bid Price Rule by exhibiting a bid price at or above $1 for twenty consecutive trading days.

 

The Panel also noted that if the Company becomes deficient with the Bid Price Rule prior to September 22, 2026, the Company will be immediately delisted. Further, if the Company becomes non-compliant with any other listing rule prior to September 22, 2026, the Company will be allowed seven calendar days to advise the Panel on its plan to cure the listing deficiencies and the Panel will, at that time, determine whether to grant the Company an exception to cure the deficiency.

 

The Panel also required that Company provide prompt notification of any significant events that occur during the exception period that may affect the Company’s compliance with Nasdaq requirements. If the Company regains compliance and satisfies the terms of the exception, the Panel intends to impose a Discretionary Panel Monitor on the Company for an additional one-year period, pursuant to Listing Rule 5815(d)(4)(A).

 

 
 

 

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: June 1, 2026 By: /s/ Hing C. Wong
    Hing C. Wong, Founder and Chief Executive Officer

 

 

Source: View Original Filing on SEC EDGAR

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