Nasdaq warns HCW Biologics (NASDAQ: HCWB) over equity rule non-compliance

Rhea-AI Filing Summary

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.

Positive

• None.

Negative

• Nasdaq non-compliance and delisting risk: HCW Biologics has been found non-compliant with Nasdaq Listing Rule 5550(b)(1), faces a scheduled trading suspension on August 28, 2025 unless a hearing results in relief, and explicitly warns there is no assurance it can regain or demonstrate compliance, creating material uncertainty around its continued Nasdaq listing.

Insights

Equity Markets & Listing Standards Analyst

HCW Biologics faces Nasdaq non-compliance and a potential trading suspension unless a listing hearing results in relief.

HCW Biologics Inc. has been deemed non-compliant with Nasdaq Listing Rule 5550(b)(1), the equity requirement for companies on the Nasdaq Capital Market, as of June 30, 2025. Nasdaq has notified the company that its securities are scheduled for suspension on August 28, 2025 unless a hearing is requested by August 26, 2025. The company states that it intends to request this hearing, which would stay the suspension during the hearing process.

The company had previously been under a one-year Nasdaq “Panel Monitor” period through June 23, 2026, meaning any new breach of the equity rule leads directly to a hearing process rather than a staff review of a written plan. The filing emphasizes that there is no assurance the Panel will grant continued listing or that HCW Biologics will be able to show compliance within any period the Panel may allow.

This situation introduces clear listing risk: if the Panel ultimately denies relief or the company cannot demonstrate compliance with the equity rule, its securities could be delisted from Nasdaq. Future company communications about the outcome of the hearing and any steps taken to restore compliance will determine whether the shares remain on the Nasdaq Capital Market or move to another trading venue.

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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): August 19, 2025

HCW Biologics Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-40591	82-5024477
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer 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.

On June 26, 2025, HCW Biologics Inc. (the “Company”) announced that it received formal notice from the Listing Qualifications Staff (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) that the Company was in compliance with Listing Rule 5550(b)(1) (the “Equity Rule”) for continued listing of its securities on the Nasdaq Capital Market tier. The Company was also notified that it will remain subject to a “Panel Monitor,” as that term is defined in Nasdaq Listing Rule 5815(d)(4)(B), for a period of one year from the date of the Nasdaq notice, through June 23, 2026. If, during the term of the Panel Monitor, the Company does not continue to remain in compliance with the Equity Rule, the Company will not be provided with the opportunity to submit a compliance plan for review by the Listing Qualifications Staff and must instead request a hearing before the Nasdaq Hearing Panel (the “Panel”) to address the deficiency, with such request staying any further action with respect to the listing of the Company’s securities on Nasdaq pending completion of the hearing process.

On August 19, 2025, the Company received written notice from the Staff that as of June 30, 2025, the Company was non-compliant with the Equity Rule, so its securities would be suspended from trading on Nasdaq on August 28, 2025 unless it requests a hearing by August 26, 2025. The Company plans to timely request a hearing before the Panel, which will stay the suspension of trading of the Company's securities on Nasdaq pending completion of the hearing process. The Company is considering all options available to it to regain compliance with the Equity Rule; however, there can be no assurance that the Panel will grant the Company’s request for continued listing or that the Company will be able to evidence compliance within the period of time that may be required by the Panel.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K (“Form 8-K”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including, but not limited to, statements regarding the Company’s intent to request a hearing before the Panel Monitor and the Company’s expectations regarding how long it may remain listed on The Nasdaq Capital Market. The Company’s actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, including the risk that the Company may not be successful in its appeal to the Panel Monitor, the risk that the Company may not otherwise meet the requirements for continued listing under the Nasdaq Listing Rules, the risk that Nasdaq may not grant the Company relief from delisting if necessary, and the risk that the Company may not ultimately meet applicable Nasdaq requirements for any such relief, among other risks and uncertainties.

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:	August 19, 2025	By:	/s/ Hing C. Wong
			Hing C. Wong, Founder and Chief Executive Officer

FAQ

Why did HCW Biologics (HCWB) receive a Nasdaq non-compliance notice?

HCW Biologics received written notice from Nasdaq staff that, as of June 30, 2025, it was not in compliance with Nasdaq Listing Rule 5550(b)(1), which is the equity requirement for continued listing on the Nasdaq Capital Market.

What is the key Nasdaq deadline mentioned for HCW Biologics (HCWB)?

Nasdaq informed HCW Biologics that its securities would be suspended from trading on August 28, 2025 unless the company requests a hearing by August 26, 2025.

How does HCW Biologics plan to respond to the Nasdaq notice?

HCW Biologics states that it plans to timely request a hearing before a Nasdaq Hearing Panel, which will stay the suspension of trading on Nasdaq while the hearing process is completed.

What is the Nasdaq "Panel Monitor" status for HCW Biologics?

Nasdaq had previously notified HCW Biologics that it was in compliance with Listing Rule 5550(b)(1) but would remain subject to a one-year "Panel Monitor" under Nasdaq Listing Rule 5815(d)(4)(B) through June 23, 2026, during which any new equity rule deficiency leads to a direct hearing process.

Could HCW Biologics be delisted from Nasdaq?

The company warns there can be no assurance the Nasdaq Panel will grant its request for continued listing or that it will be able to evidence compliance within any period the Panel may require, so delisting remains a possible outcome.

What risks related to Nasdaq listing does HCW Biologics highlight?

HCW Biologics cites risks that it may not succeed in its appeal, may not meet other Nasdaq listing requirements, may not receive relief from delisting if needed, and may not ultimately meet applicable Nasdaq requirements for such relief.