HCW Biologics (HCWB) director buys stock, entitled to new warrants
Rhea-AI Filing Summary
HCW Biologics director Garrett Scott T, through Garrett Capital Partners, LLC, purchased 7,736 shares of Common Stock at $2.585 per share on July 29, 2026 in a private placement directly from the company under a Securities Purchase Agreement. He will also be entitled to common warrants for up to 7,736 shares, subject to stockholder approval under Nasdaq Listing Rule 5635(d). Following this transaction, his indirect holdings total 41,644 shares.
Positive
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Negative
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Insider Trade Summary
Net Buyer: 7,736 shares
Net Buy
1 txn
Insider
GARRETT SCOTT T
Role
Director
Bought
7,736 shs ($20K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Purchase | Common Stock F1, F2 | 7,736 | $2.585 | $20K |
Holdings After Transaction:
Common Stock — 41,644 shares (Indirect, By LLC)
Footnotes (2)
- F1. The reporting person purchased these shares directly from the issuer in a private placement under a Securities Purchase Agreement dated July 29, 2026 ("SPA"), which purchase is exempt from the registration requirements of Section 5 of the Securities Exchange Act of 1934, as amended, pursuant to Section 4(a)(2) thereof and/or Rule 506(b) of Regulation D thereunder. Additionally, the reporting person is entitled to receive common warrants exercisable for an aggregate of up to 7,736 shares of common stock. Under the terms of the SPA, issuance of the common warrants is subject to stockholder approval under Nasdaq Listing Rule 5635(d). Upon issuance, the common warrants will be exercisable immediately and expire 5.5 years from date of issuance.
- F2. Mr. Garrett is deemed to beneficially own the shares held by Garrett Capital Partners, LLC.
Key Figures
Shares purchased: 7,736 shares
Purchase price per share: $2.585 per share
Shares owned after transaction: 41,644 shares
+2 more
5 metrics
Shares purchased
7,736 shares
Common Stock acquired on July 29, 2026 in a private placement
Purchase price per share
$2.585 per share
Price paid for Common Stock in the private placement
Shares owned after transaction
41,644 shares
Indirect holdings through Garrett Capital Partners, LLC following the purchase
Warrant underlying shares
7,736 shares
Common warrants exercisable for up to 7,736 shares upon issuance
Warrant term
5.5 years
Warrants expire 5.5 years from their date of issuance
Key Terms
private placement, Securities Purchase Agreement, Section 4(a)(2), Rule 506(b) of Regulation D, +2 more
6 terms
private placement financial
"purchased these shares directly from the issuer in a private placement"
A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.
Securities Purchase Agreement financial
"in a private placement under a Securities Purchase Agreement dated July 29, 2026"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
Section 4(a)(2) regulatory
"exempt from the registration requirements of Section 5 ... pursuant to Section 4(a)(2) thereof"
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.
Rule 506(b) of Regulation D regulatory
"pursuant to Section 4(a)(2) thereof and/or Rule 506(b) of Regulation D thereunder"
Rule 506(b) of Regulation D is a set of rules that allows companies to raise money from investors without having to register with the government, as long as they follow certain guidelines. It lets companies offer securities to a limited number of investors, often trusted or experienced ones, making it easier and quicker to raise funds compared to traditional methods. This rule matters to investors because it provides access to private investment opportunities that are generally less regulated but still require careful consideration.
Nasdaq Listing Rule 5635(d) regulatory
"issuance of the common warrants is subject to stockholder approval under Nasdaq Listing Rule 5635(d)"
Nasdaq Listing Rule 5635(d) is a stock-exchange rule that determines when a company must get shareholder approval before issuing new shares tied to conversions or exercises of existing convertible securities, options or warrants. It matters to investors because it controls potential dilution of their holdings and changes in voting power—think of it like a rule that decides whether a previously agreed‑upon coupon can be redeemed without asking the group again.
beneficially own financial
"Mr. Garrett is deemed to beneficially own the shares held by Garrett Capital Partners, LLC."
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What warrant rights did Garrett Scott T receive in connection with the HCWB private placement?
In addition to the shares, Garrett Scott T is entitled to receive common warrants exercisable for up to 7,736 shares of HCW Biologics common stock. These warrants will be exercisable immediately upon issuance and will expire 5.5 years from their issuance date.
Is stockholder approval required for the HCW Biologics (HCWB) warrants issued to Garrett Scott T?
Yes. Issuance of the common warrants for up to 7,736 shares is subject to stockholder approval under Nasdaq Listing Rule 5635(d). The warrants become issuable only after that approval, though once issued they will be immediately exercisable and have a 5.5-year term.
How is Garrett Scott T’s ownership in HCW Biologics (HCWB) characterized in the Form 4?
The acquired shares are reported as indirect ownership, with the nature of ownership listed as “By LLC.” A footnote explains that Mr. Garrett is deemed to beneficially own the shares held by Garrett Capital Partners, LLC, tying the economic interest to him.