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HCW Biologics (NASDAQ: HCWB) regains bid-price compliance and sets 1-for-6 reverse split

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

Rhea-AI Filing Summary

HCW Biologics Inc. reported that a Nasdaq Hearings Panel determined the company has regained compliance with Nasdaq Listing Rule 5550(a)(2), the minimum bid price or “Bid Price Rule,” under the terms of a prior Panel decision. The company is now considered compliant with all Nasdaq continued listing standards.

The decision subjects HCW Biologics to a mandatory monitoring period through June 17, 2027, during which any new bid-price deficiency could lead directly to a delisting determination without additional cure periods. To support long-term compliance, the company will implement a one-for-six reverse stock split on June 30, 2026.

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Insights

HCW Biologics regains Nasdaq bid-price compliance but remains under extended monitoring.

HCW Biologics reports that a Nasdaq Hearings Panel has found the company back in compliance with Listing Rule 5550(a)(2), the Bid Price Rule. This restores its standing under Nasdaq’s continued listing criteria, which is critical for maintaining exchange visibility and liquidity.

The decision places the company under a Mandatory Panel Monitor through June 17, 2027. During this period, if the shares again fail the Bid Price Rule, Nasdaq staff must issue a delisting determination without granting a new cure period, though the company can request another hearing.

The planned one-for-six reverse stock split effective June 30, 2026 is aimed at supporting long-term bid-price compliance. The actual impact on trading will depend on post-split market dynamics and the company’s ability to sustain a share price above Nasdaq’s minimum bid requirement.

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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Bid Price Rule Listing Rule 5550(a)(2) Nasdaq minimum bid price requirement regained on June 29, 2026
Mandatory monitoring end date June 17, 2027 End of Nasdaq Mandatory Panel Monitor period
Reverse split ratio 1-for-6 Reverse stock split effective June 30, 2026
Panel decision letter date May 29, 2026 Original Nasdaq Panel decision referenced in compliance finding
Decision terms period Through September 22, 2026 Period to satisfy remaining terms for potential Discretionary Panel Monitor
Press release date June 30, 2026 Date of Exhibit 99.1 announcing compliance and reverse split
Bid Price Rule regulatory
"regained compliance with Listing Rule 5550(a)(2), the “Bid Price Rule,” per the terms set forth"
Nasdaq Hearings Panel regulatory
"the Nasdaq Hearings Panel (the “Panel”) found that the Company regained compliance"
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.
Mandatory Panel Monitor regulatory
"the Company will be subject to a Mandatory Panel Monitor until June 17, 2027"
A mandatory panel monitor is an independent group tasked with regularly reviewing safety and key results during a clinical trial or regulated program to protect participants and ensure the study is conducted properly. For investors, this matters because the panel can recommend changes, pauses, or early stopping of a trial — actions that can speed up, delay, or quietly derail a program and therefore materially affect a company’s timeline and value, much like a referee whose calls change the outcome of a game.
reverse stock split financial
"the Company will effect a reverse stock split at a one-for-six ratio on June 30, 2026"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
forward-looking statements regulatory
"This press release contains forward-looking statements as that term is defined"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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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): June 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.

 

On June 29, 2026, HCW Biologics Inc. (the “Company”) received written notice form the Listing Qualifications Staff (the “Staff”) of the Nasdaq Capital Market Nasdaq Stock Market LLC (“Nasdaq”) that the Nasdaq Hearings Panel (the “Panel”) found that the Company regained compliance with Listing Rule 5550(a)(2), the “Bid Price Rule,” per the terms set forth in the Panel’s decision letter dated May 29, 2026, as amended.

 

As indicated in the Panel’s decision letter, as amended, if the Company satisfies the remaining terms of the decision through September 22, 2026, the Panel also intends to impose a Discretionary Panel Monitor on the Company pursuant to Listing Rule 5815(d)(4)(A) for a one-year period from that date.

 

In application of Listing Rule 5815(d)(4)(B), the Company will be subject to a Mandatory Panel Monitor until June 17, 2027. If, within that one-year monitoring period, Staff finds the Company again out of compliance with the Bid Price Rule, which was the subject of the exception, then notwithstanding Rule 5810(c)(2) the Company will not be permitted to provide the Staff with a plan of compliance with respect to that deficiency and Staff will not be permitted to grant additional time for the Company to regain compliance with respect to that deficiency, nor will the company be afforded an applicable cure or compliance period pursuant to Rule 5810(c)(3). Instead, Staff will issue a Delist Determination Letter and the Company will have an opportunity to request a new hearing with the initial Panel or a newly convened Hearings Panel if the initial Panel is unavailable. The Company will have the opportunity to respond/present to the Hearings Panel as provided by Listing Rule 5815(d)(4)(C). The Company’s securities may be at that time delisted from Nasdaq.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
99.1   Press release dated June 30, 2026.
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: June 30, 2026 By: /s/ Hing C. Wong
    Hing C. Wong, Founder and Chief Executive Officer

 

 

 

 

Exhibit 99.1

 

 

HCW Biologics Regained Compliance with Bid Price Rule

Per Nasdaq Compliance Letter

 

Company now compliant with all continued listing rules for Nasdaq

 

Miramar, FL – June 30, 2026 – HCW Biologics Inc. (the “Company” or “HCW Biologics”) (Nasdaq: HCWB), a U.S.-based clinical-stage biopharmaceutical company developing transformative fusion immunotherapeutics to support or treat diseases promoted by chronic inflammation, focusing on autoimmune disorders and other inflammatory diseases, cancer and senescence-associated dysplasia, today reported that, on June 29, 2026, the Nasdaq Hearings Panel (the “Panel”) of The Nasdaq Stock Market LLC (“Nasdaq” or the “Exchange”) found that the Company regained compliance with Listing Rule 5550(a)(2), the “Bid Price Rule,” per the terms set forth in the Panel’s decision letter dated May 29, 2026, as amended, and is subject to a mandatory monitoring period through June 17, 2027.

 

To ensure long-term compliance with the Bid Price Rule, the Company will effect a reverse stock split at a one-for-six ratio on June 30, 2026.

 

About HCW Biologics:

 

HCW Biologics Inc. (the “Company”) (NASDAQ: HCWB) is a clinical-stage biopharmaceutical company developing transformative fusion immunotherapeutics to treat diseases promoted by chronic inflammation, including autoimmune diseases, cancer, and senescence-associated dysplasia. The Company’s immunotherapeutics represent a new class of drugs that it believes have the potential to fundamentally change the treatment of proinflammatory and senescence-associated diseases and conditions that are promoted by chronic inflammation —and in doing so, improve patients’ quality of life and possibly extend longevity. A key aspect of the Company’s clinical development and financing strategy is to focus on its business development programs. See the Company Pipeline at https://hcwbiologics.com/pipeline/

 

Forward-Looking Statements:

 

This press release contains forward-looking statements as that term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements in this press release that are not purely historical are forward-looking statements. Such forward-looking statements include, among other things, statements relating to the timing, consummation, and impact of the reverse stock split, the Company’s ability to maintain long-term compliance with Nasdaq’s minimum bid price requirement, and the actions of third parties, including Equiniti, the Company’s transfer agent, with respect to the reverse stock split. Actual results could differ from those projected in any forward-looking statement due to numerous factors. Such factors include, among others, our ability to maintain compliance with Nasdaq’s continued listing rules. These forward-looking statements are made as of the date of this press release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements, except as required by law. Investors should consult all of the information set forth herein and should also refer to the risk factor disclosure set forth in the reports and other documents we file with the Securities and Exchange Commission, or the SEC, available at www.sec.gov, including, without limitation, the Company’s most recent Annual Report on Form 10-K filed on March 31, 2026, and other SEC filings.

 

Company Contact:

 

Rebecca Byam

CFO

HCW Biologics Inc.

rebeccabyam@hcwbiologics.com

 

 

FAQ

What did HCW Biologics (HCWB) announce about its Nasdaq listing status?

HCW Biologics announced that a Nasdaq Hearings Panel determined the company regained compliance with Nasdaq Listing Rule 5550(a)(2), the Bid Price Rule. This means the company currently meets all Nasdaq continued listing standards, preserving its listing on the Nasdaq Capital Market.

What is the reverse stock split ratio for HCW Biologics (HCWB)?

HCW Biologics will implement a one-for-six reverse stock split. Every six existing shares will be combined into one share, a corporate action the company states is intended to help support long-term compliance with Nasdaq’s minimum bid price requirement under Listing Rule 5550(a)(2).

When will the HCW Biologics (HCWB) reverse stock split take effect?

The reverse stock split for HCW Biologics will take effect on June 30, 2026. On that date, the company will implement a one-for-six share consolidation as part of its strategy to help maintain compliance with Nasdaq’s Bid Price Rule for continued listing.

How long will HCW Biologics (HCWB) be under Nasdaq monitoring?

HCW Biologics will be under a Mandatory Panel Monitor through June 17, 2027. During this period, if the company again falls out of compliance with the Bid Price Rule, Nasdaq staff must issue a delisting determination, though the company can request another hearing before a panel.

What happens if HCW Biologics (HCWB) again violates the Bid Price Rule during monitoring?

If HCW Biologics again falls out of compliance with the Bid Price Rule during the one-year monitoring period, Nasdaq staff will issue a Delist Determination Letter without granting a new cure period. The company would then be able to request a new hearing before a Nasdaq Hearings Panel.

Is HCW Biologics currently compliant with all Nasdaq continued listing rules?

Yes. HCW Biologics stated that, following the Nasdaq Hearings Panel decision on June 29, 2026, it is compliant with Listing Rule 5550(a)(2) and all other Nasdaq continued listing standards. The company remains listed on the Nasdaq Capital Market while under monitoring conditions.

Filing Exhibits & Attachments

5 documents