HCWB NT Notice: Arbitration-Related $10.4M Legal Fees; 10-Q Delayed

Rhea-AI Filing Summary

HCW Biologics Inc. submitted a Form NT for its periodic report covering the period ended June 30, 2025, notifying the SEC that its Form 10-Q will be filed within the five-day grace period under Rule 12b-25. The notice identifies a prior quarter arbitration as the driver of materially higher legal costs in Q2 2024: $10.4 million of legal fees in Q2 2024 versus $142,452 in the same period of 2025, and states the arbitration was settled on July 13, 2024. The company lists Rebecca Byam, Chief Financial Officer, as the contact for the notification. The registrant indicates all other periodic reports required over the prior 12 months have been filed.

Positive

• Transparent disclosure of the late filing using Form NT and identification of the Rule 12b-25 grace period
• Quantified material one-time legal expense for Q2 2024 ($10.4 million) and clear comparison to Q2 2025 ($142,452), improving clarity
• All other periodic reports affirmed filed for the prior 12 months, indicating routine compliance apart from this NT

Negative

• Failure to timely file the Form 10-Q triggered a Form NT, raising procedural and control concerns
• Material one-time legal charge in Q2 2024 may have materially impacted prior-period results, complicating year-over-year comparisons
• Limited financial information in the notice prevents assessment of impact on liquidity, covenants, or ongoing operations

Insights

Financial Analyst

TL;DR: A late 10-Q notice tied to sharp year-over-year legal expense swing; operational results otherwise not provided.

The Form NT discloses a late filing remedied under Rule 12b-25 and quantifies a large one-time legal expense in Q2 2024 of $10.4 million versus $142,452 in Q2 2025, attributable to an arbitration that settled July 13, 2024. This indicates the company incurred a material, non-recurring charge in the prior-year quarter that likely depressed Q2 2024 results but is not expected to recur at the same scale. No revenue, net income, cash balance, or other operating metrics are included, so impact on liquidity or covenants cannot be assessed from this notice alone.

Corporate Governance Expert

TL;DR: Disclosure is straightforward but raises governance questions about controls that delayed filing.

The registrant properly used Form NT to notify the SEC and provided a specific explanation for the prior quarter's elevated legal costs tied to arbitration. While the company affirms other required reports were filed, the NT suggests a procedural or substantive issue that delayed the 10-Q. Management identified a named contact (CFO) and quantified the legal expense difference, which supports transparency. The filing lacks detail on internal controls or remediation steps for the delay.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One):		☐  Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR
		For Period Ended: June 30, 2025
		☐ Transition Report on Form 10-K
		☐ Transition Report on Form 20-F
		☐ Transition Report on Form 11-K
		☐ Transition Report on Form 10-K
		For the Transition Period Ended:

Read Instructions (on back page) Before Preparing Form. Please Print or Type.

NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Full Name of Registrant:		HCW Biologics Inc.
Former Name if Applicable:		NA
Address of Principal Executive Office (Street and Number):		2929 North Commerce Parkway
City, State and Zip Code:		Miramar, FL 33025

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed (Check box if appropriate)

☒		(a)		The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
		(b)		The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
		(c)		The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Registrant is unable to file its Form 10-Q for the quarter ended June 30, 2025 within the prescribed time period without unreasonable effort or expense because the Registrant needed additional time to prepare its financial statements for the three months ended June 30, 2025. The Registrant anticipates that it will file its Form 10-Q within the five-day grace period provided by Rule 12b-25 of the Securities Exchange Act of 1934, as amended.

PART IV — OTHER INFORMATION

(1)

Name and telephone number of person to contact in regard to this notification:

Rebecca Byam

954

842-2024 X252

(Name)

(Area Code)

(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☒ Yes ☐ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. In Q2 2024, HCW Biologics Inc. was involved in preparation and hearings for a long-running arbitration, which was settled shortly after Q2 2024 on July 13, 2024. Legal fees incurred by HCW Biologics Inc. in Q2 2024 were $10.4 million versus $142,452 in the same period in 2025.

HCW Biologics Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date:		August 15, 2025						By:		/s/ Rebecca Byam
										Rebecca Byam
										Chief Financial Officer

FAQ

Why did HCWB file a Form NT instead of a Form 10-Q for period ended June 30, 2025?

HCW Biologics submitted Form NT to notify the SEC that its Form 10-Q will be filed within the five-day grace period under Rule 12b-25.

What caused the large year-over-year change in legal expenses reported by HCWB?

HCW Biologics incurred $10.4 million in legal fees in Q2 2024 related to an arbitration that was settled on July 13, 2024, versus $142,452 in the same period of 2025.

Has HCW Biologics filed its other required periodic reports?

Yes. The company indicated that all other periodic reports required over the prior 12 months have been filed.

Who is the contact for questions about HCWB's Form NT?

The notice lists Rebecca Byam, Chief Financial Officer, with a provided telephone contact for inquiries.

Does the Form NT disclose effects on HCWB's liquidity or covenants?

No. The notice quantifies legal fees but provides no information on revenue, net income, cash, debt, or covenant impacts.