HCW Biologics closes debt financing for up to $10M
Amounts equal to B Note portions exchanged are transferred from the $7.0 million subsidiary-account deposit to HCW Biologics’ operating account, subject to conditions.
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Rhea-AI Filing Summary
HCW Biologics Inc. closed a debt financing described as providing up to $10.0 million in cash on November 4, 2026: $3.0 million was paid to the company, less $30,000 in transaction costs, and $7.0 million was deposited into an account of its wholly owned subsidiary, with access subject to conditions. Original principal was $3.2 million for the A-1 Note and $7.0 million for the B Note; the A-1 includes a $240,000 original issue discount. The company said funding would support its HCW9302 Phase 1 study in alopecia areata and establishment of a Recommended Phase 2 Dose, expected in the first quarter of 2027.
Both notes mature 24 months after issuance; annual interest is 8% on A-1 and 5% on B, with a 10% prepayment premium on each. Beginning six months after closing, the lender may redeem up to $125,000 per calendar month under A-1 plus make-whole interest, and has limited redemption rights under both notes, subject to conditions. The company’s obligations are secured by a Deposit Account Control Agreement, HCWB Sub’s guaranty and a pledge of all its membership interests. The company agreed to pay Maxim Group LLC a 7.0% cash fee on gross proceeds.
8-K Event Classification
Key Figures
Key Terms
original issue discount financial
Deposit Account Control Agreement financial
Monthly Redemption financial
Limited Redemption financial
Major Trigger Events financial
Event of Default financial
FAQ
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On November 3, 2026, HCW Biologics Inc. (the “Company”) entered into a Notes Purchase Agreement (the “Purchase Agreement”) with Streeterville Capital, LLC (the “Lender”), providing for the issuance of two secured promissory notes: (i) a Promissory Note A-1 in the original principal amount of $3.2 million (the “A-1 Note”) and (ii) a Promissory Note B in the original principal amount of $7.0 million (the “B Note” and together with the A-1 Note, the “Notes”). The A-1 Note carries an original issue discount (“OID”) of $240,000 and the Company agreed to pay $30,000 to the Lender to cover the Lender’s transaction costs, all of which amount is included in the initial principal balance of the A-1 Note. The B Note does not carry an OID.
The closing occurred on November 4, 2026. At the closing, the Lender paid $3.0 million less transaction costs of $30,000 to the Company and deposited an additional $7.0 million into an account owned by the Company’s newly formed wholly-owned subsidiary, HCWB Holdings, LLC, a Utah limited liability company (“HCWB Sub”), to be held pursuant to a Deposit Account Control Agreement entered into among HCWB Sub, the Lender, and the bank holding the HCWB Sub account (the “DACA”). The Company intends to utilize the net proceeds from closing of the Purchase Agreement to support the Company’s clinical development programs, strategic business development initiatives and for other general corporate purposes.
Each time the aggregate outstanding balance of all A Notes is reduced by $1.0 million, subject to certain conditions, the Company will have the right to exchange $750,000 (or such other amount as the parties mutually agree) of the B Note for a new note in the same form as the A-1 Note (each, a “Note Exchange”) pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”). Each additional note issued pursuant to a Note Exchange will have the same maturity date, interest rate, OID percentage, and other economic and other terms as the A-1 Note. Upon completion of a Note Exchange, an amount equal to the portion of the outstanding balance of the B Note exchanged for the applicable A Note will be released from the deposit account and transferred to the Company’s operating account.
Maxim Group LLC (“Maxim”) served as placement agent for the transaction. Pursuant to the Placement Agency Agreement dated November 3, 2026, (the “Placement Agency Agreement”) between the Company and Maxim. The Company agreed to pay Maxim a cash fee equal to 7.0% of the gross proceeds from the Purchaser. The Company also agreed to reimburse the Placement Agent for out-of-pocket expenses, including the reasonable legal fees of its counsel not to exceed $30,000. The Placement Agency Agreement also contains representations, warranties, indemnification and other provisions customary for transactions of this nature.
The principal amount of the A-1 Note plus accrued interest is due twenty-four months following the date of issuance. Interest under the A-1 Note accrues at a rate of 8% per annum. The A-1 Note can be prepaid in whole or in part at any time, subject to a prepayment premium of 10% of the outstanding balance the Company elects to prepay. If the A-1 Note remains outstanding on the 90th day following the closing, a one-time monitoring fee will be added to the outstanding balance under the A-1 Note equal to the difference between (i) the outstanding balance under the A-1 Note divided by 0.85, minus (ii) the outstanding balance under the A-1 Note (the “Monitoring Fee”). The Monitoring Fee and accrued interest thereon will be forgiven on a pro rata basis each time the Company makes a cash payment under the A-1 Note, if, on the date of such payment, one or more of the following conditions is true: (a) the 20-day media trading volume of the Common Stock is less than $2,000,000, (b) the closing bid price of the Common Stock is less than $30 per share for each of the prior 30 trading days, or (c) the Company is in the delisting protocol with Nasdaq. Beginning six months after the closing date, the Lender may redeem up to $125,000 per calendar month plus make whole interest calculated as if such amount had been held to the maturity date (a “Monthly Redemption”). Beginning six months after the closing date, the Lender has a right to limited redemption (a “Limited Redemption”), subject to certain conditions. The applicable Monthly Redemption amount or Limited Redemption amount is due and payable in cash within two trading days of the Company’s receipt of a redemption notice from the Lender.
The principal amount of the B Note is due twenty-four months following the date of issuance. Interest under the B Note accrues at a rate of 5% per annum. The B Note can be prepaid in whole or in part at any time, subject to a prepayment premium of 10% of the outstanding balance the Company elects to prepay. The B Note grants the Lender the same Limited Redemption rights as described above under the A-1 Note but does not grant the Lender Monthly Redemption rights.
Each of the A-1 Note and B Note contain certain “Major Trigger Events” and “Minor Trigger Events,” as more fully described in the Notes. At any time following the occurrence of a Major Trigger Event or Minor Trigger Event, the Lender may, upon prior written notice to the Company, increase the outstanding balance of the applicable Note by 10% for each Major Trigger Event and 5% for each Minor Trigger Event, subject to the limitations set forth in the A-1 Note and B Note. If the Company fails to timely cure a Major Trigger Event or Minor Trigger Event following receipt of a written cure demand notice from the Lender, such event will automatically become an “Event of Default,” entitling the Lender to exercise the remedies set forth in the applicable Note, including acceleration of the outstanding balance and the imposition of a default interest rate.
The Company made various customary representations, warranties, and covenants in the Purchase Agreement, including obligations relating to SEC reporting, maintenance of its stock exchange listing, restrictions on certain transactions, issuances and encumbrances, and other matters as more fully set forth therein.
The Company’s obligations under the Purchase Agreement are secured by the DACA, a guaranty from HCWB Sub (the “Guaranty”), and a pledge agreement by the Company granting the Lender a security interest in all of the membership interests in HCWB Sub (the “Company Pledge Agreement”).
The foregoing descriptions of the Purchase Agreement, the A-1 Note, the B Note, the DACA, the Pledge Agreement, the Guaranty and the Placement Agency Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the forms of such documents, which are filed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6 and 10.7 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On November 5, 2026, the Company issued a press release announcing the execution of and closing under the Purchase Agreement as described above. A copy of that press release is furnished as Exhibit 99.1 hereto.
The information in this Item 7.01, 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, 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, except as expressly set forth by specific reference in such a filing.
Item 8.01 Other Events.
This Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Form of Notes Purchase Agreement by and between the Company and the Lender | |
| 10.2 | Form of Promissory Note A-1 by and between the Company and the Lender | |
| 10.3 | Form of Promissory Note B by and between the Company and the Lender | |
| 10.4 | Form of Deposit Account Control Agreement by and among Lender, Bank and HCWB Sub | |
| 10.5 | Form of Pledge Agreement by and between the Company and the Lender | |
| 10.6 | Form of Guaranty Agreement by HCWB Sub in favor of the Lender | |
| 10.7 | Placement Agency Agreement, dated October 29, 2026, between the Company and Maxim Group LLC | |
| 99.1 | Press Release dated November 5, 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: November 5, 2026 | By: | /s/ Hing C. Wong |
| Hing C. Wong, Founder and Chief Executive Officer | ||
Exhibit 99.1
HCW Biologics Secures up to $10.0 Million in Cash Through Debt Financing
Provides funding needed to complete HCW9302 Phase 1 study in alopecia areata and establish Recommended Phase 2 Dose
MIRAMAR, Fla., November 5, 2026 (GLOBE NEWSWIRE) — HCW Biologics Inc. (the “Company” or “HCW Biologics”) (NASDAQ: HCWB), a U.S.-based clinical-stage biopharmaceutical company and leading developer in novel multi-functional fusion immunotherapeutics, for treatments of autoimmune diseases, cancer, and senescence-associated dysplasia, today announced that the Company secured up to $10.0 million in cash to fund the clinical and operating activities necessary to complete the dose-escalating Phase 1 study evaluating HCW9302 as a monotherapy for the treatment of alopecia areata and establishing the Recommended Phase 2 Dose which is expected in the first quarter of 2027. On November 4, 2026, the Company closed on a debt financing, which provided $3.0 million upon closing and access to $7.0 million in additional funding, subject to certain conditions.
About HCW Biologics:
HCW Biologics Inc. (the “Company”) (NASDAQ: HCWB) is a clinical-stage biopharmaceutical company developing transformative fusion immunotherapeutics for the treatment of diseases promoted by chronic inflammation, including autoimmune diseases, cancer, and senescence-associated dysplasia. HCW Biologics is the leader in creation of multivalent 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, successfully completing Phase 1 study to evaluate HCW9302 in alopecia areata; timing of a Phase 1 readout for the HCW9302 study in the first quarter of 2027; completing of the dosing of four dose-escalating cohorts by the first quarter of 2027; results of the evaluations of HCW9302 in the Phase 1 study including dose-limiting toxicities; whether the funding secured will be adequate to reach the Phase 1 readout for the HCW9302 study. 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:
Rebecca Byam
Chief Financing Officer
HCW Biologics Inc.
RebeccaByam@hcwbiologics.com