Welcome to our dedicated page for HCW Biologics SEC filings (Ticker: HCWB), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
HCW Biologics Inc. filings document a clinical-stage biopharmaceutical issuer developing fusion immunotherapeutics through the TOBI and TRBC platforms. Its SEC records include 8-K reports for operating results, clinical and regulatory program updates, material agreements, licensing activity and Nasdaq-related corporate events, along with registration statements covering securities offerings and related capital-structure disclosures.
HCWB proxy and governance filings describe annual meeting matters, shareholder voting procedures and bylaw amendments, including quorum provisions. The company’s formal disclosures also address product-candidate development, financial condition, emerging growth company status, risk factors, ownership and governance controls relevant to its public-company reporting profile.
HCW Biologics Inc. filed an amended quarterly report for the three months ended March 31, 2026 to restate earnings per share after identifying certain common warrants as participating securities under ASC 260. This required applying the two-class method, reducing net income attributable to common stockholders by $728,299 and basic and diluted EPS by $0.14 before reverse splits, and by $0.80 after giving effect to the 1-for-40 and 1-for-6 reverse stock splits.
For the quarter, revenue rose to $6.54 million, largely from a license agreement with Trimmune, versus $5,065 a year earlier, driving a shift from a net loss of $2.20 million to net income of $3.47 million. Operating income was $3.24 million. Cash and cash equivalents were $1.23 million and investments $4.83 million, against current liabilities of $19.96 million, including short-term debt.
Management discloses substantial doubt about the company’s ability to continue as a going concern due to cumulative net losses of $102.3 million, ongoing negative operating cash flows, and funding needs. A previously identified material weakness in internal control over financial reporting related to complex warrant and financing accounting remains unremediated. A warrant liability of $928,435 and a contingent liability of $692,531 are measured at fair value.
HCW Biologics Inc. reports that its previously issued unaudited condensed financial statements for the three months ended March 31, 2026 should no longer be relied upon, due to an error in applying the two-class method for earnings per share (EPS). The company plans to file a Form 10-Q/A to restate the affected financial statements and related disclosures and to update any registration statements that include this information before they become effective.
After a reverse stock split effective June 30, 2026, the company had 904,312 weighted-average common shares outstanding and participating warrants exercisable for 524,501 shares as of March 31, 2026. EPS was reported as $2.19 per share on a post-split basis, an overstatement of $0.80 per share, because 100% of undistributed earnings were allocated to common stock instead of approximately 63.3% to common stock and 36.7% to participating securities. Management concluded this was a material misstatement of EPS and identified a material weakness in internal control over financial reporting related to technical accounting review of complex warrant instruments and financing transactions. Remediation steps include enhanced technical accounting procedures and improved coordination with legal counsel and advisors.
HCW Biologics Inc., a Delaware biotechnology corporation based in Miramar, Florida, filed a notice of an exempt private securities offering. The company relied on Regulation D Rule 506(b) to offer equity, options or warrants, and the securities issuable upon exercise of those rights.
The notice reports that the offering has resulted in total amount sold of $1,600,000 USD with $0 USD remaining to be sold. The company reports no finders' fees paid in connection with the sales. The issuer declined to disclose its revenue or net asset range. The filing is signed by Chief Financial Officer Rebecca Byam on behalf of HCW Biologics Inc.
HCW Biologics Inc. reports that CEO and 10% owner Hing C Wong purchased 23,210 shares of Common Stock at $2.585 per share in a private placement directly from the issuer under a July 29, 2026 Securities Purchase Agreement, bringing his direct holdings to 125,845 shares. Under the same agreement, he is entitled to common warrants exercisable for up to 23,210 additional shares, with issuance subject to stockholder approval under Nasdaq Listing Rule 5635(d); once issued, the warrants will be exercisable immediately and expire 5.5 years after issuance.
HCW Biologics Inc. SVP of Business Development Lee Flowers purchased 7,736 shares of common stock at $2.585 per share on July 29, 2026, increasing his direct holdings to 8,691 shares. The shares were bought directly from the issuer in a private placement under a Securities Purchase Agreement exempt from registration. Flowers is also entitled to receive common warrants exercisable for up to 7,736 additional shares, with issuance subject to stockholder approval under Nasdaq Listing Rule 5635(d); upon issuance, these warrants would be immediately exercisable and expire 5.5 years after issuance.
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.
HCW Biologics Inc. entered into a private placement Securities Purchase Agreement with accredited investors for 618,682 units, expected to generate aggregate gross proceeds of approximately $1.6 million before expenses. Each unit consists of one share of common stock or one Pre-Funded Warrant plus the right to receive one Common Warrant, with Common Warrant issuance subject to stockholder approval under Nasdaq Listing Rule 5635(d).
The placement will include 218,682 shares of common stock and 400,000 Pre-Funded Warrants. Units with common stock are priced at $2.585 per unit, and units with a Pre-Funded Warrant at $2.5849 per unit. Pre-Funded Warrants are exercisable immediately at $0.0001 per share and remain outstanding until fully exercised, subject to a 9.99% beneficial ownership cap. Following stockholder approval, investors will receive Common Warrants to purchase up to 618,682 shares at $2.585 per share, exercisable immediately and expiring 5.5 years after issuance, with a 4.99% ownership limitation.
The financing, in which the CEO, board chairman and a senior executive are participating on the same terms, relies on Section 4(a)(2) and Rule 506(b) of Regulation D. HCW Biologics plans to file a resale registration statement on Form S-1 within 15 trading days of closing and seek effectiveness within 60 days. Net proceeds are intended to support clinical trials for HCW9302, IND-enabling studies for HCW11-018b and HCW11-040, and general corporate purposes.
HCW Biologics Inc. is conducting a registered, reasonable best efforts offering of up to 1,230,769 shares of common stock or an equal number of pre-funded warrants, plus the underlying shares, for gross proceeds of approximately $5.6 million. This post-effective amendment updates the registration to incorporate March 31, 2026 financials and extends the offering termination date to August 21, 2026.
As of this prospectus, 1,596,848 shares were outstanding, increasing to 2,827,617 shares if the maximum number of common shares (and no pre-funded warrants) are sold. At an assumed price of $4.55 per share, net proceeds are estimated at about $5.1 million, to be used for clinical and preclinical development (including HCW9302), R&D, marketing, repayment of $435,000 of senior secured notes due August 30, 2026, $750,000 under a settlement with Cooley LLP, and general corporate purposes.
The company has twice effected reverse stock splits (1-for-40 in 2025 and 1-for-6 in 2026) and recently regained compliance with Nasdaq’s equity and bid price listing rules but remains under Panel monitoring, with potential delisting risk if it falls out of compliance again. During 2026 it also settled about $2.8 million of disputed payables and reported prior material weaknesses in internal control over financial reporting related to asset impairment and warrant accounting.
HCW Biologics Inc. reports that, in the three months ending June 30, 2026, it will record the settlement and extinguishment of $2.8 million of disputed accounts payable. This primarily reflects a legal resolution and a manufacturing payables settlement.
B&I Contractors filed a Voluntary Dismissal with Prejudice of its crossclaims in litigation involving HCW Biologics and submitted a final Satisfaction of Lien, removing a mechanics’ lien of $1.1 million on the Company’s Miramar, Florida property. Separately, HCW Biologics finalized a settlement with contract manufacturer EirGenix, Inc., reducing amounts owed from $1.7 million to $1.2 million, and paying that amount in full via two installments of $620,000 each by May 26, 2026, fully satisfying those obligations.
HCW Biologics Inc. reported that a Nasdaq Hearings Panel determined the company has regained compliance with Nasdaq Listing Rule 5550(a)(2), the minimum bid price or “Bid Price Rule,” under the terms of a prior Panel decision. The company is now considered compliant with all Nasdaq continued listing standards.
The decision subjects HCW Biologics to a mandatory monitoring period through June 17, 2027, during which any new bid-price deficiency could lead directly to a delisting determination without additional cure periods. To support long-term compliance, the company will implement a one-for-six reverse stock split on June 30, 2026.