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0001828673
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2026-06-15
2026-06-15
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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 15, 2026
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
5.07 Submission of Matters to a Vote of Security Holders.
On
June 15, 2026, HCW Biologics Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”).
At the Annual Meeting, the stockholders voted on the following five proposals and cast their votes as follows:
| 1. | The
Company’s stockholders elected the persons listed below as Class II directors listed
in the accompanying proxy statement to serve a three-year term expiring at the 2029 annual
meeting of stockholders and until such director’s successor is duly elected and qualified
or until such director’s earlier death, resignation, disqualification or removal. |
| Nominee | |
For | | |
Withheld | | |
Broker Non-Votes | |
| Lisa M. Giles | |
1,127,580 | | |
230,984 | | |
1,189,957 | |
| Rick S. Greene | |
1,128,039 | | |
230,525 | | |
1,189,957 | |
| 2. | The
Company’s stockholders ratified the appointment of Crowe LLP as the independent registered
public accounting firm of the Company for the fiscal year ending December 31, 2026. |
| For | |
Against | |
Abstain | |
Broker Non-Votes |
| 2,536,919 | |
1,748 | |
9,854 | |
— |
| 3. | The
Company’s stockholders approved an amendment to the Company’s certificate of
incorporation on or before the one (1) year anniversary of the Annual Meeting, to implement
one or more reverse stock splits of the outstanding shares of the Company’s common
stock, par value $0.0001 per share (our “Common Stock”) (as necessary to maintain
a listing of our Common Stock on The Nasdaq Stock Market LLC (“Nasdaq”)) in an
aggregate range from one-for-five (1:5) up to one-for-twenty (1:20). |
| For | |
Against | |
Abstain | |
Broker Non-Votes |
| 2,231,771 | |
258,125 | |
58,625 | |
— |
| 4. | The
Company’s stockholders approved, for purposes of complying with Nasdaq Listing Rule
5635(d), the issuance of shares of our Common Stock upon exercise of up to 2,477,292 Common
Stock Purchase Warrants (the “Common Warrants”) issued pursuant to that certain
Securities Purchase Agreement, dated February 17, 2026, entered into in connection with the
Company’s follow-on public offering of Units, consisting of one share of Common Stock
purchased for $0.6055 and one Common Warrant which may be exercised to purchase one share
of Common Stock for $0.6055 per share.. |
| For | |
Against | |
Abstain | |
Broker Non-Votes |
| 1,102,910 | |
233,136 | |
22,518 | |
1,189,957 |
| 5. | The
Company’s stockholders approved, for purposes of complying with Nasdaq Listing Rule
5635(d), the repricing of certain warrants issued on November 20, 2025 to purchase up to
3,020,410 shares of our Common Stock pursuant to that certain Existing Warrants Amendment
Agreement, dated February 17, 2026, to reduce the exercise price of the Existing Warrants
to $0.6055 per share, and to approve the issuance of shares of our Common Stock upon exercise
of the Existing Warrants as so amended. |
| For | |
Against | |
Abstain | |
Broker Non-Votes |
| 1,083,864 | |
251,605 | |
23,095 | |
1,189,957 |
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 15, 2026 |
By: |
/s/
Hing C. Wong |
| |
|
Hing
C. Wong, Founder and Chief Executive Officer |