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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 4, 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
1.01 Entry into a Material Definitive Agreement.
On
September 4, 2026, HCW Biologics Inc. (the “Company”) entered into an Exclusive Distribution Agreement (the “Distribution
Agreement” or “Agreement”) with Akron Biotech (“Akron”), a leading manufacturer of ancillary materials
and a contract development and manufacturing organization for the distribution of the Company’s commercial-ready molecule, HCW11-006,
for use as a reagent in cell therapy manufacturing and other ex vivo applications, but not for use in injectable
therapies (the “Product”), throughout the world, excluding the People’s Republic of China, for a term of five
years from the closing date unless terminated earlier for cause or by the Company’s exercise of its right to terminate for
convenience. If the Agreement is terminated by the Company for convenience, under the terms of the Distribution Agreement, the Company
has committed to continue to supply the Product to support existing Akron customers, in addition to other provisions, to ensure a seamless
transition for customers.
In
connection with the Distribution Agreement, the parties will enter into a Material Transfer Agreement to permit Akron
to perform further due diligence and evaluate the Product. The closing is subject to the satisfactory completion
of due diligence and product testing but will occur no later than November 30, 2026. Under the Distribution Agreement, the parties
also agreed to negotiate in good faith to finalize and execute a Supply Agreement within 60 days of the closing date, under which
the Company will (assuming the closing occurs) receive advance payments of $200,000 at closing, $100,000 within 30 days of
execution of the Supply Agreement, and $100,000 on each of the first and second anniversaries of the closing date. In addition, the
Distribution Agreement provides that Akron will make quarterly payments for the Company’s technical support, as needed.
The
foregoing description of the Distribution Agreement is qualified in its entirety by reference to the full text of the Distribution
Agreement, a copy of which will be filed as an exhibit to a subsequent filing, if applicable.
Item 7.01 Regulation FD Disclosure.
On September 8, 2026, HCW Biologics Inc. issued
a press release announcing its entry into an Exclusive Distribution Agreement with Akron Biotech for the commercialization
and distribution of HCW11-006 for use as a reagent to support cell therapy manufacturing. A copy of the press release is furnished
as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished in this Current Report
on Form 8-K, including the exhibit hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Exchange Act, except as shall be 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 September 8, 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: |
September
8, 2026 |
By: |
/s/
Hing C. Wong |
| |
|
|
Hing
C. Wong, Founder and Chief Executive Officer |
Exhibit
99.1

HCW
Biologics Entered an Exclusive Distribution Agreement with Akron Biotech to Commercialize HCW11-006 as Reagent Used to Support Production of
Highly Functional Human CAR-T Cells
Agreement
includes pre-payment commitments for product sales and distribution of the second-generation multi-cytokine-based
HCW11-006 for use as a reagent
Akron
is a leading supplier of critical ancillary materials and accessory molecules for clinical and commercial scale-up of cell,
gene and regenerative therapy products
HCW
Biologics supplies research and cGMP-grade HCW11-006 and Akron markets and distributes the reagent to its established network
of research institutions and commercial companies
Company
showed in studies that CAR-T cells manufactured using HCW11-006 as a reagent exhibited strong anti-tumor activity and enhanced
antiviral potency as well as potential for lowering the cost of production of CAR-T therapies
MIRAMAR,
Fla., September 8, 2026 (GLOBE NEWSWIRE) — HCW Biologics Inc. (the “Company” or “HCW Biologics”) (NASDAQ:
HCWB), a U.S.-based clinical-stage biopharmaceutical company focused on developing novel fusion immunotherapeutics to treat autoimmune
diseases, cancer, and senescence-associated dysplasia, announced today that the Company has entered into an Exclusive Distribution Agreement
with Akron Biotech (“Akron”), a leading manufacturer of ancillary materials and a contract development and manufacturing
organization for the cell, gene therapy, and regenerative medicine industries, for the commercialization of HCW11-006 for use
as a reagent to support a new method of producing highly functional human CAR-T cells for treating cancer, autoimmune disease, and infectious
diseases. Akron operates within a highly specialized global network of biomedical institutions, primarily catering to a customer base
of advanced therapy developers, biopharmaceutical companies, and research organizations. Akron manufactures and markets cGMP-compliant
ancillary materials (such as cytokines, media supplements, and plasmid DNA) necessary for bringing regenerative medicine from preclinical
stages to commercialization.
HCW11-006,
a first-in-class multi-cytokine fusion molecule built with our proprietary TRBC platform, enables production of more
potent CAR-T-based immunotherapies by generating a CAR-T population that is highly functional and markedly enriched for long-lived
T-memory stem cells (Tscm). Utilizing HCW11-006 as part of a manufacturing strategy may be broadly applicable to increase
persistence and functionality of CAR-Ts. Functional persistence of CAR-Ts is limited by conventional and costly manufacturing
methods utilizing anti-CD3/CD28 (αCD3/28)/IL-2 stimulation, which generates terminally differentiated and shorter-lived
CAR-Ts.
Utilizing
HCW11-006 as a reagent in the manufacture of CAR-Ts synergizes the effects of IL-7, IL-15 and IL-21 to promote the
generation of a CAR-T cell product with a diverse mix of T cell subsets that exhibit a combination of Tscm self-renewal
capacity and enhanced T cell effector function. In addition, as a reagent, HCW11-006 stimulates proliferation of
CD8+ T cells, particularly those within the Tscm subset. As a result, HCW11-006 was shown to generate CAR-Ts
without requiring αCD3/28/IL-2 activation that are highly enriched in long-lived Tscm and display
potent activity across distinct disease experimental models, namely, HIV-1 and B-cell leukemia.
In
preclinical studies, CAR-Ts manufactured using HCW11-006 were significantly superior compared to CAR-Ts manufactured using standard methods
employing αCD3/28/IL-2 reagents for CAR lentiviral transduction and subsequent expansion and persistence of highly active
human CAR-Ts. Clinical studies are planned to further confirm these findings. This research suggests that CAR-T cells produced
with HCW11-006 may be a more effective and longer-lasting CAR-T cell immunotherapy than conventional CAR-T cells produced
using αCD3/28/IL-2.
Dr.
Hing C. Wong, the Company’s Founder and Chief Executive Officer, stated, “We are thrilled that our first product, created
using our proprietary TRBC platform, has reached the commercialization stage. HCW11-006 is a novel compound that enables a single molecule
to deliver synergistic signals from three different immune-stimulatory cytokines. It is versatile and can be used as a novel reagent
to potentially replace the current industry-standard method that relies on αCD3/28/IL-2-based approaches. An approach that
employs HCW11-006 as a reagent is highly streamlined and may lower the cost of CAR-T manufacturing compared to existing approaches.
Equally important, based on experimental models, HCW11-006 has shown improvement in functional activities and persistence of CAR-Ts following
adoptive transfer, a goal the industry has been trying to achieve for the last decade.”
Dr.
Wong continued, “We are pleased to be entering into a partnership with Akron Biotech and their extensive network of customers who
include leading research institutions all over the world that will include the use of CAR-T treatments produced using HCW11-006 as a
reagent in clinical research and scale-up of commercialization. Recently, research laboratories and companies approached us directly
seeking supply of HCW11-006 to support their cell-based research and development for their novel therapies. We decided to seek a partnership
with a leading supplier to commercialize HCW11-006 for use as a reagent. We are excited to enter into this Distribution Agreement
to commercialize this application of HCW11-006 as a reagent with an established firm that specializes in manufacturing and distribution
of cell-based, gene and regenerative therapies.”
Article Referenced in Press Release:
Cole et al., “IL-7/IL-15/IL-21 cytokine-fusion
scaffold generates highly functional CAR T cells enriched in long-lived T memory stem cells,” Science Advances, Vol. 12, No.11,
13 Mar 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. HCW Biologics is the leader in creation of multi-valent immunotherapeutics with a unique protein-based scaffold, without the
antibody Fc domain. 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, including its commercial-ready reagents to be used in the production
of immunotherapeutics for cancer and infectious diseases. 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 and include, the ability and efficacy of HCW11-006 for generating CAR-T cells for
immune cell therapy with increased persistence and functionality at a lower cost; the ability of HCW11-006 preclinical studies to translate
into human trials and demonstrate activation of long-lived T-memory stem cells (“Tscm”) in patients; the
ability of HCW11-006 to improve long-term survival of disease- specific CAR-Ts following adoptive transfer and enable sustained suppression
of malignancies, chronic infections and autoimmune diseases; the availability of HCW11-006 for licensing, distribution and commercial
supply for certain indications; the anticipated commercialization of HCW11-006 as a reagent; the anticipated benefits, capabilities and
applications of HCW11-006 in supporting the manufacture of CAR-T cell therapies; the ability of HCW11-006 to generate CAR-T cells with
enhanced persistence, functionality or therapeutic activity; the ability of HCW11-006 to reduce or lower CAR-T manufacturing costs or
simplify manufacturing processes; the potential adoption, evaluation or use of HCW11-006 by research institutions, biopharmaceutical
companies and other customers; the anticipated benefits of the Company’s relationship with Akron Biotech, including Akron’s ability to
market and distribute HCW11-006; the expected demand for HCW11-006; and the ability of HCW11-006 to support the development, commercialization
or scale-up of cell-based therapies. 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. 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 and in other filings
filed from time to time with the SEC.
Company
Contact:
Lee
Flowers
Senior
Vice President, Business Development
HCW
Biologics Inc.
LeeFlowers@hcwbiologics.com