Nasdaq Clears HCWB Listing; One-Year Monitoring Period Begins

Rhea-AI Filing Summary

HCW Biologics (Nasdaq: HCWB) filed an 8-K announcing it has regained full compliance with Nasdaq Capital Market rules, including Listing Rule 5550(b)(1) on minimum shareholders’ equity. Earlier, on May 13, 2025, Nasdaq confirmed compliance with the bid-price, public-float and market-value requirements.

All prior delisting proceedings are now closed. However, HCWB will remain under a “Panel Monitor” until June 23, 2026. Any breach of the Equity Rule during this one-year period would trigger an immediate hearing without the usual compliance-plan option. No financial results were disclosed.

Positive

• Full Nasdaq listing compliance restored; prior delisting proceedings closed

Negative

• Company subject to one-year Panel Monitor; any equity rule breach triggers immediate hearing without remediation period

Insights

Corporate Governance Expert

TL;DR: Delisting threat lifted; monitoring adds mild overhang.

Nasdaq’s notice decisively removes the immediate risk of HCWB shares being kicked off the Capital Market tier, a key relief for both liquidity and valuation. Closing the compliance file signals improved capitalization and trading metrics, potentially restoring institutional confidence and widening the eligible investor base. The one-year Panel Monitor is standard but limits management’s margin for error; any equity shortfall now bypasses staff remediation and heads straight to a hearing, shortening the cure runway. Investors should watch quarterly balance-sheet levels to ensure equity stays above the threshold. Overall, governance risk declines, yet vigilance remains necessary.

Risk Analyst

TL;DR: Positive news tempered by conditional oversight.

The removal of delisting risk is a clear short-term positive, improving trading stability and reducing event-driven volatility. That said, the Panel Monitor introduces a binary downside catalyst: a single equity slip could fast-track a hearing with no automatic compliance plan, compressing response time. Given HCWB’s emerging-growth status, capital raises or market swings could still pressure shareholder equity. The balance of probabilities favors stability, but the monitoring clause keeps a modest risk premium in the stock.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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 26, 2025

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 8.01 Other Events.

Nasdaq Continued Listing Requirements

On June 26, 2025, HCW Biologics Inc. (the “Company”) announced that it received formal notice from The Nasdaq Stock Market LLC (“Nasdaq”) that the Company is in compliance with Listing Rule 5550(b)(1) (the “Equity Rule”). On May 13, 2025, the Company received formal notice from Nasdaq that it regained compliance with the bid price requirement in Listing Rule 5550(a)(2), the public float requirement in Listing Rule 5550(a)(4), and the market value of publicly held shares requirement in Listing Rule 5550(a)(5). As a result, the Company is in compliance with all applicable criteria for continued listing on the Nasdaq Capital Market tier, and the previously disclosed listing compliance matters have been closed.

The Company was also notified that it will remain subject to a “Panel Monitor,” as that term is defined in Nasdaq Listing Rule 5815(d)(4)(B), for a period of one year from the date of the Nasdaq notice, through June 23, 2026. If, during the term of the Panel Monitor, the Company does not continue to remain in compliance with the Equity Rule, the Company will not be provided with the opportunity to submit a compliance plan for review by the Listing Qualifications Staff and must instead request a hearing before the Panel to address the deficiency, with such request staying any further action with respect to the Company’s listing on Nasdaq pending completion of the hearing process.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release, dated June 26, 2025.
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:	June 26, 2025	By:	/s/ Hing C. Wong
			Hing C. Wong, Founder and Chief Executive Officer

FAQ

Why did HCWB file an 8-K on June 26, 2025?

The company disclosed that Nasdaq confirmed its compliance with all Capital Market listing rules, ending prior delisting proceedings.

Is HCW Biologics now fully compliant with Nasdaq requirements?

Yes. Nasdaq validated compliance with Equity Rule 5550(b)(1) and previously confirmed bid-price, public-float and market-value criteria.

How long will HCWB remain under Nasdaq Panel Monitor oversight?

HCWB will be monitored until June 23, 2026, a one-year period from the notice date.

What happens if HCWB violates the equity rule during monitoring?

The company must request a hearing; it cannot submit a compliance plan, and delisting action is stayed only until the hearing concludes.

Which listing rules had HCWB previously regained on May 13, 2025?

Nasdaq confirmed compliance with the bid-price rule 5550(a)(2), public float rule 5550(a)(4), and market-value rule 5550(a)(5).