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HCW Biologics (NASDAQ: HCWB) turns Q1 profit but flags going concern risk

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

Rhea-AI Filing Summary

HCW Biologics reported first quarter 2026 results showing a sharp swing to profitability driven by a new licensing deal. Revenue for the three months ended March 31, 2026 rose to $6.54 million from $5,065 a year earlier, largely from an exclusive worldwide license for HCW11-006 with Trimmune that generated a $3.5 million cash fee and a $3.5 million equity interest. Net income for the quarter improved to $3.47 million from a loss of $2.20 million, while net income attributable to common stockholders was $1.98 million, or $0.37 per share. Despite the stronger quarter, the company states there is “substantial doubt” about its ability to continue as a going concern over the next 12 months without additional funding, and it is appealing a Nasdaq decision to delist its shares for failing to meet the $1.00 minimum bid price requirement.

Positive

  • None.

Negative

  • Going concern uncertainty: As of March 31, 2026, the company states that substantial doubt exists about its ability to continue as a going concern for at least 12 months without additional funding or financial support.
  • Nasdaq delisting risk: The company has been called to a Nasdaq hearing after staff determined it was non-compliant with the $1.00 minimum bid price requirement, creating a risk its shares could be delisted.

Insights

Quarter driven by licensing win, but going concern and listing risk dominate.

HCW Biologics posted Q1 2026 revenue of $6.54M, up from $5,065, and net income of $3.47M versus a prior loss. The step-change stems mainly from the HCW11-006 license to Trimmune, including cash and an equity stake.

Core R&D and G&A costs declined (15% and 18%, respectively), but cash and cash equivalents were only $1.23M as of March 31, 2026. Total liabilities of $21.58M far exceed cash, even with higher total assets from the Trimmune investment.

The company explicitly notes substantial doubt about its ability to continue as a going concern for at least 12 months without new funding, and it faces a Nasdaq hearing over non-compliance with the $1.00 minimum bid price. Subsequent filings may clarify whether the financing plan and listing appeal progress favorably.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q1 2026 revenue $6,543,001 Three months ended March 31, 2026
Q1 2025 revenue $5,065 Three months ended March 31, 2025
Q1 2026 net income $3,472,480 Three months ended March 31, 2026
Net income to common stockholders $1,984,008 Three months ended March 31, 2026
Trimmune license consideration $3.5M cash + $3.5M equity HCW11-006 exclusive worldwide license upfront
Equity financing $1.5 million February 19, 2026 equity offering with warrants
Cash and cash equivalents $1,228,879 As of March 31, 2026
Total liabilities $21,579,779 As of March 31, 2026
Phase 1 clinical study medical
"preliminary clinical data readout from the first two dose levels of the Phase 1 clinical study evaluating HCW9302 in alopecia areata"
A phase 1 clinical study is the first stage of testing a new drug or therapy in people to check safety, how the body handles the treatment, and appropriate dosing. Think of it as a cautious test drive with a small group to confirm the product won’t cause serious harm and to gather early clues about whether it might work; for investors, positive phase 1 results reduce risk, guide development timelines and costs, and make later-stage value more tangible.
CAR-T cell therapies medical
"HCW9206 could fundamentally change how CAR-T cell therapies are manufactured and potential improve their clinical efficacy"
CAR‑T cell therapies are treatments that take a patient’s immune cells, genetically reprogram them to recognize and attack cancer cells, and then return them to the patient — think of retraining the body’s soldiers to spot a hidden enemy. They matter to investors because they can offer long‑lasting benefits or cures for some cancers, but they also involve high development costs, complex manufacturing, regulatory scrutiny, and premium pricing that affect commercial and financial outcomes.
going concern financial
"the Company believes that substantial doubt exists regarding its ability to continue as a going concern for at least 12 months"
A going concern is a business that is expected to continue its operations and meet its obligations for the foreseeable future, rather than shutting down or selling off assets. This assumption matters to investors because it indicates stability and ongoing profitability, making the business a more reliable investment. Think of it as believing a restaurant will stay open and serve customers, rather than closing down suddenly.
warrant liability financial
"Change in fair value of warrant liability | | | — | | | | 667,343"
Warrant liability is the financial obligation a company records when it grants warrants—special options giving the holder the right to buy company shares at a set price in the future. It matters to investors because changes in this liability can affect a company's reported earnings and overall financial health, similar to how a pending contract can influence a company's future value.
Deferred Revenue financial
"Short-term debt, net | | | 6,809,215 | | | | 6,577,194 | Deferred Revenue | | | — | | | | 470,000"
Cash a company has already received for goods or services it has promised but not yet delivered; it's recorded as a liability because the company still owes that product, service, or future revenue recognition. For investors, deferred revenue signals upcoming work or deliveries that will convert into reported sales over time and affects short-term obligations, cash flow quality, and how quickly a firm can grow recognized revenue—think of it like prepaid subscriptions or gift cards a business must honor later.
Nasdaq Capital Market regulatory
"to delist the Company’s securities from The Nasdaq Capital Market (“Nasdaq”) due to the Company’s non-compliance"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
Revenue $6,543,001
Net income $3,472,480
Net income attributable to common stockholders $1,984,008
EPS, basic and diluted $0.37
false 0001828673 0001828673 2026-05-14 2026-05-14 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): May 14, 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

 

Not Applicable

(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 2.02 Results of Operations and Financial Condition.

 

On May 14, 2026, HCW Biologics Inc. issued a press release announcing its financial results for the quarter ended March 31, 2026. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information set forth in this Item 2.02 (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
99.1   Press release dated May 14, 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 thereunto duly authorized.

 

  HCW BIOLOGICS INC.
     
Date: May 14, 2026 By:  /s/ Hing C. Wong
    Hing C. Wong
    Founder and Chief Executive Officer

 

 

 

EXHIBIT 99.1

 

 

HCW Biologics Reports First Quarter 2026

Business Highlights and Financial Results

 

Miramar, FL – May 14, 2026 – HCW Biologics Inc. (the “Company” or “HCW Biologics”) (NASDAQ: HCWB), a clinical-stage biopharmaceutical company focused on developing transformative fusion immunotherapeutics to treat autoimmune disease, cancer and senescence-associated dysplasia, today reported financial results and recent business highlights for the three months ended March 31, 2026.

 

The Company remains on track to provide preliminary clinical data readout from the first two dose levels of the Phase 1 clinical study evaluating HCW9302 in alopecia areata in the first half of 2026. There are two clinical sites actively enrolling patients, and enrollment has been on schedule. HCW9302 is an injectable, first-in-kind interleukin 2 (“IL-2”) fusion protein complex designed to suppress the hair-follicle killing activities of the auto-reactive immune cells typically found in patients suffering with alopecia areata by activating and expanding regulatory T (“Treg”) cells. The Company has not reported any dose limiting toxicities in the patients treated to date. With continued patient enrollment, the full Phase 1 human data readout is expected in the fourth quarter of 2026.

 

Dr. Hing C. Wong, the Company’s Founder and Chief Executive Officer, stated, “HCW9302 was selected as the lead product candidate for the Company’s autoimmune program because it has demonstrated relatively high IL-2Rα affinity and sustains serum exposure, which implies it has a strong profile for the treatment of autoimmune disorders. The Company’s preclinical studies in nonhuman primates show that HCW9302 achieves significantly longer serum half-life and exhibits strong biological activity in relatively low doses, which could appear in the human data readout as support for enhanced receptor selectivity, better tolerability and reduced off-target effects.”

 

Business Highlights

 

Transaction Closed for Exclusive Worldwide License for HCW11-006

 

On March 16, 2026, the closing for the licensing arrangement with Beijing Trimmune Biotech Co., Ltd (“Trimmune”) occurred upon receipt of the full nonrefundable upfront license fee. The Trimmune upfront license fee consisted of $3.5 million in gross cash proceeds, or $2.9 million net of taxes, and an in-kind payment of a transferable minority equity interest in Trimmune with a fair value of $3.5 million. For the three months ended March 31, 2026, the Company recognized $6.5 million in revenue and $470,000 in deferred revenue.

 

 

 

 

Commercial-Ready Molecules Used as Reagents

 

On March 13, 2026, Science Advances, a peer-reviewed, high-impact journal, released a publication with the Company’s data that showed the Company’s proprietary, commercial-ready compound, HCW9206, could fundamentally change how CAR-T cell therapies are manufactured and potential improve their clinical efficacy against diseases such as cancer and HIV. These findings support the Company’s belief that HCW9206 is a leap forward in both clinical potential and manufacturing efficiency. The Company is actively seeking a corporate partner to commercialize the reagent program.

 

February 2026 Equity Offering

 

On February 19, 2026, the Company completed a $1.5 million equity financing with an existing investor in which it issued Pre-Funded Warrants to purchase 2,477,292 shares of Common Stock for $0.0001 per share and Common Stock Warrants to purchase up to 2,477,292 shares of Common Stock for $0.6055 per share. Contemporaneously with this transaction, the Company agreed to amend previously issued Common Stock Warrants to purchase up to 3,020,410 shares of Common Stock to lower the exercise price from $2.41 per share to $0.6055 per share. The Warrants are subject to stockholder approval.



First Quarter 2026 Financial Results

 

Revenues: Revenues for the three months ended March 31, 2025 and 2026 were $5,065 and $6.5 million, respectively. Since inception, the Company’s revenues have been derived exclusively from its licenses. Under the Wugen License and supply agreements, the Company has recognized over $16.0 million of aggregate revenues since the inception of the license in 2020. In the three months ended March 31, 2025, Wugen was winding down its clinical programs in NK-Cell therapies to focus exclusively on its breakthrough CAR-T program that is in its pivotal clinical trial. In the three months ended March 31, 2026, the Company completed the closing of the exclusive, worldwide licensing agreement with Trimmune for the in vivo rights for HCW11-006. The nonrefundable upfront license fee consisted of $3.5 million in gross cash proceeds and $3.5 million in-kind in the form of a transferable minority equity interest in Trimmune.

 

Research and development (R&D) expenses: R&D expenses for the three months ended March 31, 2025 and 2026 were $1.5 million and $1.3 million, respectively, a decrease of $220,763, or 15%. The change was primarily attributable to decreases of $272,757 in manufacturing and materials costs and $60,287 in clinical expenses, partially offset by increases of $77,279 in salaries and benefits and $40,455 in preclinical expenses.

 

General and administrative (G&A) expenses: G&A expenses for the three months ended March 31, 2025 and 2026 were $2.2 million and $1.8 million, respectively, a decrease of $394,320, or 18%. The change was primarily attributable to decreases of $265,137 in salaries and benefits due to a decrease in stock-based compensation and $258,646 in accretion of a fixed bonus payable upon the maturity date of Secured Notes due to restructuring of the Secured Notes in May 2025, partially offset by increases in taxes and expenses related to financings.

 

 

 

 

Legal expenses (recoveries), net: Legal expenses and recoveries, net represent the legal fees that the Company incurred for an Arbitration, net of insurance recoveries. In the three months ended March 31, 2025, the Company received a $2.0 million insurance recovery, partially offset by $260,507 of legal expenses. The Company anticipates it will continue to incur expenses for the costs of remaining in compliance with the terms of the Settlement and Release Agreement, primarily due to requirements for patents which are necessary to protect the Company’s intellectual property rights.

 

Net income (loss): Net income (loss) for the three months ended March 31, 2025 and 2026 were a loss of $2.2 million and income of $3.5 million, respectively.

 

Financial Guidance

 

As of March 31, 2026, the Company believes that substantial doubt exists regarding its ability to continue as a going concern for at least 12 months from the issuance date of the audited financial statements, without additional funding or financial support. We considered future elements of our financing plan, especially business development programs. We have had early success in completing key elements of our multi-step financing plan; however, we cannot be assured that we will continue to have success with remaining elements of our plan.

 

On May 5, 2026, the Company was granted a Hearing to appeal a determination by the Nasdaq Listing Qualifications Staff (the “Staff”) to delist the Company’s securities from The Nasdaq Capital Market (“Nasdaq”) due to the Company’s non-compliance with the $1.00 minimum bid price requirement. The Staff will require a brief period of deliberations before notification of whether the Company’s plan was accepted.

 

About HCW Biologics

 

HCW Biologics Inc. (the “Company”) (NASDAQ: HCWB) is a clinical-stage biopharmaceutical company developing transformative fusion immunotherapeutics to support or 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. To date, the Company has entered into two licensing agreements in which it has licensed exclusive, worldwide rights for some of its proprietary molecules. See the Company Pipeline at https://hcwbiologics.com/pipeline/

 

Forward Looking Statements

 

Statements in this press release contain “forward-looking statements” that are subject to substantial risks and uncertainties. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “expect,” “believe,” “will,” “may,” “should,” “estimate,” “project,” “outlook,” “forecast” or other similar words. Forward-looking statements are based on the Company’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict, including timing and efficacy in human clinical trial data for HCW9302, correlation of primate studies to potential data from the clinical trial, and the ability of HCW9206 to increase efficacy in CAR-T programs. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. Factors that could cause actual results to differ include, but are not limited to, the risks and uncertainties that are described in the section titled “Risk Factors” in the annual report on Form 10-K filed with the United States Securities and Exchange Commission (the “SEC”) on March 31, 2026, the Form 10-Q filed with the SEC on May 14, 2026, and in other filings filed from time to time with the SEC. Forward-looking statements contained in this press release are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.

 

Company Contact:

 

Rebecca Byam

CFO

HCW Biologics Inc.

rebeccabyam@hcwbiologics.com

 

 

 

 

HCW Biologics Inc.

Condensed Statements of Operations

(Unaudited)

 

   Three Months Ended
March 31,
 
   2025   2026 
Revenues:          
Revenues  $5,065   $6,543,001 
Cost of revenues   (4,052)   (11,071)
Net revenues   1,013    6,531,930 
           
Operating expenses:          
Research and development   1,478,711    1,257,948 
General and administrative   2,227,597    1,833,277 
Legal expenses, net   (1,739,493)   6,850 
Indirect tax expense       198,146 
Total operating expenses   1,966,815    3,296,221 
Operating income (loss)   (1,965,802)   3,235,709 
Interest expense   (255,822)   (109,274)
Change in fair value of warrant liability       667,343 
Other income, net   24,749    8,888 
Net income (loss) before income taxes  $(2,196,875)  $3,802,666 
Income tax expense       (330,186)
Net income (loss)  $(2,196,875)  $3,472,480 
Equity dividend to investor       (1,488,472)
Net income (loss) attributable to Common Stockholders  $(2,196,875)  $1,984,008 
Net income (loss) per share, basic and diluted  $(1.97)  $0.37 
Weighted average shares outstanding, basic and diluted   1,116,891    5,425,871 

 

 

 

 

HCW Biologics Inc.

Condensed Balance Sheets

 

   December 31,   March 31, 
   2025   2026 
       Unaudited 
ASSETS          
Current assets:          
Cash and cash equivalents  $1,952,464   $1,228,879 
Accounts receivable, net   32,175    74,844 
Prepaid expenses   222,156    297,760 
Other current assets   77,564    119,843 
Total current assets   2,284,359    1,721,326 
Investments   1,326,329    4,826,329 
Property, plant and equipment, net   20,880,849    20,766,082 
Other assets   28,476    28,476 
Total assets  $24,520,013   $27,342,213 
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Liabilities          
Current liabilities:          
Accounts payable  $13,143,394   $11,785,980 
Accrued liabilities and other current liabilities   1,110,104    1,125,639 
Short-term debt, net   6,809,215    6,577,194 
Deferred Revenue       470,000 
Total current liabilities   21,062,713    19,958,813 
Warrant liability        928,435 
Contingent liability   692,531    692,531 
Total liabilities   21,755,244    21,579,779 
Stockholders’ equity:          
Common stock:          
Common, $0.0001 par value; 250,000,000 shares authorized and 3,279,812 shares issued at December 31, 2025; 250,000,000 shares authorized and 6,734,104 shares issued at March 31, 2026   328    673 
Additional paid-in capital   111,280,287    110,805,127 
Accumulated deficit   (108,515,846)   (105,043,366)
Total stockholders’ equity   2,764,769    5,762,434 
Total liabilities and stockholders’ equity  $24,520,013   $27,342,213 

 

 

 

FAQ

How did HCW Biologics (HCWB) perform financially in Q1 2026?

HCW Biologics reported much stronger Q1 2026 results, with revenue of $6.54 million versus $5,065 a year earlier. Net income reached $3.47 million, and net income attributable to common stockholders was $1.98 million, or $0.37 per share.

What drove HCW Biologics’ revenue increase in the first quarter of 2026?

The revenue jump to $6.54 million was primarily driven by an exclusive worldwide license agreement for HCW11-006 with Trimmune. The deal included a $3.5 million cash upfront fee and a $3.5 million minority equity interest, most of which was recognized as revenue.

What is HCW Biologics’ cash position and balance sheet as of March 31, 2026?

As of March 31, 2026, HCW Biologics held $1.23 million in cash and cash equivalents and total assets of $27.34 million. Total liabilities were $21.58 million, and stockholders’ equity was $5.76 million, reflecting the new Trimmune investment and licensing revenue.

Why does HCW Biologics mention substantial doubt about its going concern status?

Despite Q1 profitability, the company states that substantial doubt exists about its ability to continue as a going concern for at least 12 months from the financial statement issuance date, without additional funding or financial support, even after progress on its multi-step financing and business development plans.

What licensing and financing transactions did HCW Biologics complete in early 2026?

In Q1 2026, HCW Biologics closed an exclusive worldwide license for HCW11-006 with Trimmune, receiving $3.5 million in cash and a $3.5 million equity interest. It also completed a $1.5 million equity financing via pre-funded and common stock warrants with an existing investor.

What regulatory or listing issues is HCW Biologics (HCWB) facing with Nasdaq?

On May 5, 2026, HCW Biologics was granted a hearing to appeal a Nasdaq staff determination to delist its securities. The issue is non-compliance with Nasdaq’s $1.00 minimum bid price requirement, and a decision will follow staff deliberations on the company’s compliance plan.

Filing Exhibits & Attachments

5 documents