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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): August
10, 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
4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On
August 10, 2026, the Audit Committee of the Board of Directors (the “Audit Committee”) of HCW Biologics Inc. (the “Company”),
in consultation with management and the Company’s independent registered public accounting firm, Crowe LLP, concluded that
the Company’s previously issued unaudited condensed financial statements as of and for the three months ended March 31,
2026, included in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”)
on May 14, 2026 (the “Original Form 10-Q”), should no longer be relied upon. The Company intends to file an amendment
to the Original Form 10-Q on Form 10-Q/A (the “Form 10-Q/A”) to restate the affected unaudited condensed financial statements
and related disclosures for the three months ended March 31, 2026. The Company also intends to amend or otherwise update, as appropriate,
its applicable registration statement filing that incorporates or includes the affected financial information prior to its effectiveness,
to reflect the restated financial statements and related disclosures.
The
non-reliance conclusion described above resulted from the identification of an error in the Company’s application
of the two-class method for calculating earnings per share (“EPS”). Specifically, the Company did not appropriately
allocate undistributed earnings between Common Stock and participating securities with non-forfeitable dividend rights. Management
determined that these errors constituted a material misstatement of EPS.
After
giving effect to the Company’s reverse stock split effective on June 30, 2026, the Company had 904,312 weighted-average
shares of Common Stock outstanding and had outstanding participating warrants which may be exercised for 524,501 shares of Common Stock
as of March 31, 2026. On a post-split basis, as a result of the misapplication of the two-class method, the Company reported basic and
diluted EPS of $2.19 per share, an overstatement of $0.80 per share, caused by applying a 100% allocation of undistributed
earnings to the weighted average shares outstanding; however, the Company should have allocated approximately 63.3% of the
applicable undistributed earnings to Common Stock and approximately 36.7% to the participating securities.
The
error affected EPS as presented on the face of the statement of operations and in the related EPS disclosures. Any previously furnished
reports, press releases, earnings releases and other communications describing the Company’s condensed financial statements as
of and for the three months ended March 31, 2026, should no longer be relied upon.
Management
evaluated the effect of the error and restatement on the Company’s disclosure controls and procedures and internal control over
financial reporting and concluded that a material weakness existed related to the ineffective operation of the Company’s
technical accounting review control over complex warrant instruments and financing transactions, including the evaluation of relevant
contractual provisions and related legal interpretations, at a sufficient level of precision. As a result, the Company
did not appropriately apply the two-class method in calculating EPS for the three months ended March 31, 2026. Management is implementing
remediation measures, including enhanced technical accounting review procedures, and improved coordination with legal
counsel and other advisors, as appropriate.
The
Audit Committee has discussed the matters disclosed in this Form 8-K with Crowe LLP, the Company’s independent registered public
accounting firm.
Forward-Looking Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995, including statements regarding the expected impact of the error and restatement; the timing, form, and scope of any amended or
future SEC filings; the expected conclusions regarding disclosure controls and procedures and internal control over financial reporting;
and the Company’s remediation plans. These forward-looking statements are based on current expectations and assumptions and are
subject to risks and uncertainties, including the discovery of additional information during the preparation of the restated financial
statements, as well as the risk factors described in the Company’s SEC filings. Actual results may differ materially from those
indicated by these forward-looking statements. The Company undertakes no obligation to update any forward-looking statements to reflect
events or circumstances after the date of this report, except as required by law.
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: |
August
14, 2026 |
By: |
/s/
Hing C. Wong |
| |
|
|
Hing
C. Wong, Founder and Chief Executive Officer |
