HCW Biologics raises $4.0M via warrant exercise, issues new warrants

HCW Biologics Inc. entered into an inducement agreement with a single institutional investor on November 19, 2025.

Rhea-AI Filing Summary

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.

8-K Event Classification

Item 1.01 — Entry into a Material Definitive Agreement

1 item

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

FAQ

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

What did HCW Biologics Inc. (HCWB) announce in this 8-K filing?

HCW Biologics Inc. disclosed an inducement agreement with a single institutional investor under which it reduced the exercise price of the investor’s existing warrants, the investor immediately exercised those warrants for 1,510,205 shares of common stock, and the company issued new warrants and received approximately $4.0 million in gross proceeds.

How many HCW Biologics shares were issued upon warrant exercise and what were the proceeds?

The investor exercised existing warrants to purchase 1,510,205 shares of HCW Biologics common stock at a reduced exercise price of $2.66 per share (reflecting the inducement arrangements), generating gross proceeds of approximately $4.0 million before fees and expenses.

What are the key terms of the new HCW Biologics warrants issued to the investor?

The new warrants allow the investor to purchase up to 3,020,410 shares of common stock at an exercise price of $2.41 per share. They are immediately exercisable and will expire five and one-half years after their issuance date of November 20, 2025.

How did HCW Biologics compensate Maxim Group LLC in this transaction?

Maxim Group LLC acted as financial advisor and is entitled to a cash fee equal to 6.0% of the gross proceeds from the investor’s exercise of the existing warrants, plus reimbursement of out-of-pocket expenses, including reasonable legal fees, up to $15,000.

How will the new HCW Biologics warrant shares be handled from a registration standpoint?

HCW Biologics agreed to file a registration statement with the SEC within 30 days of closing to cover the resale of the shares of common stock issuable upon exercise of the new warrants, and the new warrants themselves were issued under exemptions from registration under the Securities Act.

Under which Securities Act exemptions were the new HCW Biologics warrants issued?

The company states that the new warrants were issued in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act and that it intends to issue the underlying shares under the same exemption or under Section 3(a)(9) of the Securities Act.

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

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Accepted by SEC EDGAR 11/20/2025 - 04:30 PM Learn about SEC filing dates

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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): November 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 1.01 Entry into a Material Definitive Agreement.

On November 19, 2025, HCW Biologics Inc. (the “Company”) entered into an inducement offer agreement (“Inducement Agreement”) with a single institutional investor (the “Investor”), pursuant to which the Company agreed to reduce the exercise price of the outstanding warrants held by the Investor, issued in November 2024 (the “November 2024 Warrants”) and May 2025 (the “May 2025 Warrants” together with the November 2024 Warrants the “Existing Warrants”) from $7.45 per share to $2.66 per share (which includes the payment of $0.125 per New Warrant (as defined below)), and the Investor agreed to immediately exercise the Existing Warrants to purchase an aggregate of 1,510,205 shares of the Company’s common stock (the “Inducement”).

In connection with the Inducement Agreement, in exchange for the Investor’s exercise of the Existing Warrants, the Company issued to the Investor common stock purchase warrants to purchase up to 3,020,410 shares of the Company’s common stock with an exercise price of $2.41 per share (the “New Warrants”). The New Warrants are immediately exercisable and will expire on the five and one-half year anniversary of the issuance date of November 20, 2025. The Company has agreed to file a registration statement with the Securities and Exchange Commission (“SEC”) within 30 days of the closing date, covering the resale of the shares of common stock issuable upon exercise of the New Warrants.

The gross proceeds from Inducement were approximately $4.0 million, prior to deducting financial advisory fees and estimated offering expenses payable by the Company. The Inducement closed on November 20, 2025.

Maxim Group LLC acted as financial advisor (“Financial Advisor” or “Maxim”) in connection with the Inducement Agreement. The Company agreed to pay the Financial Advisor a cash fee equal to 6.0% of the gross proceeds from the exercise of the Existing Warrants by the Investor. The Company also agreed to reimburse the Financial Advisor for out-of-pocket expenses, including reasonable legal fees of its counsel, not to exceed $15,000. The Financial Advisor Agreement contains representations, warranties, indemnification and other provisions customary for transaction of this nature.

The foregoing descriptions of the Inducement Agreement and the New Warrant are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K, and do not purport to be complete and are qualified in their entirety by the full text of each respective document.

Item 3.02 Unregistered Sales of Equity Securities.

The Company issued the New Warrant pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), available under Section 4(a)(2) of the Series Act and intends to issue the New Warrant Shares pursuant to the same exemption or pursuant to the exemption provided by Section 3(a)(9) of the Securities Act.

The description of the New Warrants under Item 1.01 above is incorporated by reference herein. The form of the New Warrants has been filed as Exhibit 4.1 to this Form 8-K and is incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

On November 19, 2025, the Company issued a press release announcing the Inducement and Investor Warrant Agreement described above. A copy of that press release is furnished as Exhibit 99.1 hereto.

Item 8.01 Other Events.

This Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
4.1		Form of New Warrant.
10.1		Form of Inducement Agreement between the Company and Investor.
99.1		Press release dated November 19, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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:	November 20, 2025	By:	/s/ Hing C. Wong
			Hing C. Wong, Founder and Chief Executive Officer