WY Biotech may delay $7.0 million HCW Biologics payment (NASDAQ: HCWB)

Rhea-AI Filing Summary

HCW Biologics Inc. reports that partner WY Biotech Co., Ltd. may miss the amended deadline to pay a $7.0 million upfront license fee under their worldwide exclusive license agreement. The payment date had already been extended to on or before September 30, 2025, and HCW had delayed recognizing this upfront payment as revenue.

WY Biotech has not yet finalized agreements with its contract development and manufacturing organization and investors, which affects the timing of the upfront fee. Both parties are now negotiating potential further revisions and additions to the license agreement, so the future structure and timing of payments under this collaboration remain subject to change.

Insights

Biotech licensing and partnerships analyst

Key partner may delay $7.0 million license payment, and terms are back under negotiation.

HCW Biologics highlights execution risk around its worldwide exclusive license with WY Biotech. The upfront license fee of $7.0 million had already been deferred once to on or before September 30, 2025. HCW also delayed recognizing this payment as revenue, tying its accounting to actual collection.

WY Biotech has not finalized agreements with its CDMO and investors, which underpins its ability to fund the upfront fee. This dependency introduces uncertainty around cash inflow from the deal. The parties are negotiating potential further revisions and additions to the agreement, so economics, timelines, or responsibilities could shift once updated terms are set.

The fact that the amended payment date will likely not be met and that negotiations are ongoing signals that the original structure is under strain. Subsequent disclosures about any revised license terms or payment schedule will define how much value HCW ultimately realizes from this collaboration.

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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): September 02, 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.

As previously reported on Form 8-K filed on July 18, 2025, HCW Biologics Inc. (the “Company”) and WY Biotech Co., Ltd. (“WY Biotech”) agreed to extend the date for payment of the $7.0 million upfront license fee under the worldwide exclusive license agreement between the Company and WY Biotech (the “Agreement”) to on or before September 30, 2025. As previously reported on Form 10-Q filed on August 18, 2025 in regard to the Agreement, the Company delayed recognition of the upfront payment while WY Biotech finalizes agreements with its contract development and manufacturing organization (“CDMO”) and investors. WY Biotech has informed the Company it has not yet finalized such agreements and will likely not meet the amended payment date. The Company and WY Biotech are currently negotiating the terms for potential further revisions of and additions to the Agreement. The foregoing summary of certain terms of the Agreement, the amendment thereto and the referenced terms under negotiation does not purport to be complete.

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:	September 5, 2025	By:	/s/ Hing C. Wong
			Hing C. Wong, Founder and Chief Executive Officer

FAQ

What did HCW Biologics (HCWB) disclose about its agreement with WY Biotech?

HCW Biologics disclosed that under a worldwide exclusive license agreement, WY Biotech owes a $7.0 million upfront license fee, but may not meet the amended payment date.

When was the $7.0 million upfront license fee from WY Biotech to HCW Biologics due?

The parties had extended the due date for the $7.0 million upfront license fee to on or before September 30, 2025.

Why has HCW Biologics delayed recognition of the upfront payment from WY Biotech?

HCW Biologics delayed recognizing the upfront payment while WY Biotech finalizes agreements with its contract development and manufacturing organization and its investors.

What issue did WY Biotech report regarding the $7.0 million payment to HCW Biologics?

WY Biotech informed HCW Biologics that it has not finalized CDMO and investor agreements and will likely not meet the amended $7.0 million payment date.

Are HCW Biologics and WY Biotech changing their license agreement?

HCW Biologics and WY Biotech are currently negotiating terms for potential further revisions and additions to their worldwide exclusive license agreement.

What type of SEC filing did HCW Biologics use for this disclosure?

HCW Biologics used a Form 8-K to disclose entry into a material definitive agreement and related developments with WY Biotech.