Here are the DEF 14A proxy statements from HCW Biologics Inc. (HCWB) in our archive over the last 12 months, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A DEF 14A covers the proxy statement, with executive pay and the shareholder votes, so if you follow HCWB and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full HCWB filings page.
HCW Biologics is seeking stockholder approval to permit issuance of up to 618,682 shares upon exercise of Common Warrants tied to its July 29, 2026 private placement. The warrants have an exercise price of $2.585 per share, and the company reported the financing totaled $1.6 million. Without approval, the warrants would remain outstanding but could not be exercised to the extent an exercise exceeded the Exchange Cap.
The Exchange Cap is 319,370 shares, approximately 19.99% of common shares outstanding immediately before the securities purchase agreement. If approved and exercised, the warrants could result in dilution of existing holders’ economic and voting interests. The special meeting is November 17, 2026; stockholders of record on September 21, 2026 may vote. Approval requires a majority of votes cast, and the board recommends voting FOR the proposal.
HCW Biologics Inc. is asking stockholders to approve several governance and capital structure actions at its June 15, 2026 virtual annual meeting. Key items include electing two Class II directors, ratifying Crowe LLP as auditor for 2026, and authorizing a reverse stock split between 1-for-5 and 1-for-20 to help maintain Nasdaq listing after a bid-price deficiency notice.
Stockholders are also asked to approve issuance of up to 2,477,292 shares upon exercise of Common Warrants and the repricing and share issuance upon exercise of 3,020,410 Existing Warrants at an adjusted exercise price of $0.6055, both tied to prior financings with Armistice Capital and Nasdaq Listing Rule 5635(d). The bylaws quorum threshold has been reduced to 33 1/3% of voting power to facilitate holding meetings.
HCW Biologics Inc. is calling a virtual special stockholder meeting on April 27, 2026 to approve two warrant-related actions tied to a recent follow-on public offering.
Proposal One seeks approval, under Nasdaq Listing Rule 5635(d), for the issuance of up to 2,477,292 shares of common stock upon exercise of Common Stock Purchase Warrants issued in the February 2026 unit offering. Without approval, warrant exercises are capped at 1,646,056 shares, or about 19.99% of pre-deal outstanding shares.
Proposal Two asks stockholders to approve repricing previously issued warrants covering up to 3,020,410 shares, reducing the exercise price from $2.41 to $0.6055 per share and approving share issuance upon exercise. The company explains that approval of both proposals could significantly dilute existing stockholders’ economic and voting interests but may improve the likelihood of warrant exercises, provide additional capital, and support continued Nasdaq listing compliance. The board recommends voting FOR both proposals.