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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 |
