HCW Biologics (HCWB) updates Form S-1 with extensive exhibits-only amendment

Rhea-AI Filing Summary

HCW Biologics Inc. filed Amendment No. 1 to its Form S-1 registration statement as an exhibits-only update. The amendment leaves the substantive disclosure in the original S-1 unchanged and primarily refreshes and compiles the exhibit index, including various corporate governance, financing, licensing and commercial agreements.

The filing states that effectiveness will occur after further amendment or SEC action under Section 8(a) of the Securities Act. It is signed on behalf of the company by Founder and Chief Executive Officer Hing C. Wong and other directors and officers, confirming their authorization of the updated registration materials.

As filed with the Securities and Exchange Commission on February 13, 2026

Registration No. 333-293396

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 1

to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

HCW BIOLOGICS INC.

(Exact name of Registrant as specified in its charter)

Delaware		2834		82-5024477
(State or Other Jurisdiction of Incorporation or Organization)		Primary Standard Industrial Classification Code Number		(I.R.S. Employer Identification Number)

2929 N Commerce Parkway

Miramar, FL 33025

(954) 842-2024

Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices

Hing C. Wong, Ph.D.

Chief Executive Officer

HCW Biologics Inc.

2929 N Commerce Parkway

Miramar, FL 33025

(954) 842-2024

Name, Address Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service

With a copy to:

James Groth, Esq. Clark Hill PLC 130 E. Randolph St., Ste. 3900 Chicago, IL 60601 (312) 985-5900 Yevgeniya (Jeny) Zarmon, Esq. Clark Hill PLC 210 Carnegie Center, Suite 102 Princeton, NJ 08540 (609) 785-2918 Barry I. Grossman, Esq. Matthew Bernstein, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, New York 10105 Tel: (212) 370-1300

Approximate Date of Commencement of Proposed Sale to the Public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
				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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a) of the Securities Act, may determine.

EXPLANATORY NOTE

HCW Biologics Inc. is filing this Amendment No. 1 to its Registration Statement on Form S-1 (File No. 333-293396) as an exhibits-only filing. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.

PART II

Item 16. Exhibits.

EXHIBIT INDEX

Exhibit title

Incorporated by reference

Filed or furnished herewith

Exhibit No.

Form

File No.

Exhibit No.

Filing date

1.1

Form of Placement Agent Agreement

S-1

333-293396

1.1

2/11/2026

3.1

Amended and Restated Certificate of Incorporation

8-K

001-40591

3.1

07/26/2021

3.1a

Certificate of Amendment of Certificate of Incorporation, filed March 31, 2025.

8-K

001-40591

3.1a

04/01/2025

3.1b

Certificate of Correction of the Certificate of Amendment of Certificate of Incorporation, filed April 1, 2025.

8-K

001-40591

3.1b

04/01/2025

3.2

Amended and Restated Bylaws

8-K

001-40591

3.2

07/26/2021

4.1

Specimen Stock Certificate

S-1/A

333-256510

4.1

07/09/2021

4.2

Description of Securities

10-K

001-40591

4.2

03/29/2022

4.3

Form of New Warrant

8-K

001-40591

4.1

11/20/2025

4.4

Form of Pre-Funded Warrant Purchase Warrant

S-1

333-293396

4.4

2/11/2026

5.1

Opinion of Clark Hill PLC

X

10.1

Form of Indemnification Agreement between HCW Biologics Inc. and each of its officers and directors.

S-1/A

333-256510

10.1

07/09/2021

10.2+

2019 Equity Incentive Plan, as amended, and forms of agreement thereunder.

S-1

333-256510

10.2

07/09/2021

10.3+

First Amendment to 2019 Equity Incentive Plan.

S-1

333-256510

10.3

07/09/2021

10.4+

2021 Equity Incentive Plan and forms of agreement thereunder

S-1

333-256510

10.4

07/09/2021

10.5+

Employment Agreement, dated July 6, 2021, between Peter Rhode and HCW Biologics Inc.

S-1

333-256510

10.6

07/09/2021

10.6+

Employment Agreement, dated October 9, 2019, between Rebecca Byam and HCW Biologics Inc.

S-1

333-256510

10.7

07/09/2021

10.7+

Non-Employee Director Compensation Policy.

S-1

333-256510

10.8

07/09/2021

10.8+

Employment Agreement, dated June 18, 2021, between Dr. Hing C. Wong and HCW Biologics Inc.

S-1

333-256510

10.13

07/09/2021

10.9+

Executive Incentive Bonus Plan

S-1

333-256510

10.11

07/09/2021

II-1

Exhibit title

Incorporated by reference

Filed or furnished herewith

Exhibit No.

Form

File No.

Exhibit No.

Filing date

10.10†

Exclusive License Agreement, dated December 24, 2020, between HCW Biologics Inc. and Wugen, Inc.

S-1

333-256510

10.10

07/09/2021

10.11†

Master Services Agreement, dated March 14, 2019, between HCW Biologics Inc. and EirGenix, Inc.

S-1

333-256510

10.12

07/09/2021

10.12†#

Purchase and Sale Agreement, by and between HCW Biologics Inc. and Wai 3300 Corporate Way, LLC, dated May 27, 2022

10-Q

001-40591

10.1

08/12/2022

10.13

Capital on Demand Sales Agreement, dated August  19, 2022, by and between HCW Biologics Inc. and Jones Trading Institutional Services LLC

S-3

333-266991

1.2

08/19/2022

10.14#

Loan Agreement by and between HCW Biologics Inc. and Cogent Bank, dated August 15, 2022

10-Q

001-40591

10.1

11/07/2022

10.15#

Mortgage and Security Agreement by and between HCW Biologics Inc. and Cogent Bank, dated August 15, 2022

10-Q

001-40591

10.2

11/07/2022

10.16

Form of Subscription Agreement, dated February 20, 2024, by and between the Company and the Subscribers party thereto

8-K

001-40591

10.1

02/22/2024

10.17

Form of Subscription Agreement, dated February 20, 2024, by and between the Company and the Subscribers party thereto

10-Q

001-40591

10.5

05/15/2024

10.18

Form of Amended and Restated Senior Secured Note Purchase Agreement, dated July  2, 2024, by and between the Company and the Purchaser party thereto

10-Q

001-40591

10.1

08/14/2024

10.19

Form of Senior Secured Promissory Note by and between the Company and the Holder party thereof

10-Q

001-40591

10.2

08/14/2024

10.20

Form of Amended and Restated Pledge Agreement, dated July  2, 2024, by and among the Company, Escrow Agent and Noteholder parties thereto

10-Q

001-40591

10.3

08/14/2024

10.21

Form of Escrow Agreement, dated July 2, 2024, by and among the Company, Escrow Agent and Noteholder parties thereto

10-Q

001-40591

10.4

08/14/2024

10.22

Form of First Amendment to the Amended and Restated Senior Secured Note Purchase Agreement, dated September  30, 2024, by and between the Company and Purchaser parties thereto

10-Q

001-40591

10.5

11/14/2024

II-2

		Exhibit title		Incorporated by reference																Filed or furnished herewith
Exhibit No.				Form				File No.				Exhibit No.				Filing date
10.23†#		Settlement Agreement and Release, dated July  13, 2024, by and between the Company and Altor BioScience, LLC, NantCell, Inc., and ImmunityBio, Inc.			10-Q				001-40591				10.6				11/14/2024
10.24#		Placement Agency Agreement, dated November 18, 2024, between the Company and Maxim Group LLC.			8-K				001-40591				10.1				11/20/2024
10.25#		Securities Purchase Agreement, dated November 18, 2024, between the Company and Purchaser			8-K				001-40591				10.2				11/20/2024
10.26#		Equity Purchase Agreement, dated February 20, 2025, between the Company and Square Gate Master Fund—Series 4.			8-K				001-40591				10.1				02/21/2025
10.27		Registration Rights Agreement, dated February 20, 2025, between the Company and Square Gate Master Fund— Series 4.			8-K				001-40591				10.2				02/21/2025
10.28		Form of Promissory Note, dated May 8, 2025, between Company and Holder			10-Q				001-40591				10.4				05/15/2025
10.29		Form of Guaranty and Pledge Agreement dated May 8, 2025, between Dr. Hing C. Wong and Lender			10-Q				001-40591				10.5				05/15/2025
10.30		Form of Securities Purchase Agreement, dated May 13, 2025, between Company and Purchaser			8-K				001-40591				10.2				05/15/2025
10.31		Letter Agreement to the License, Research and Co-Development Agreement, dated March  17, 2025, between Company and WY Biotech Co. Ltd.			10-Q				001-40591				10.14				08/18/2025
10.32		Confirmation of Letter of Acceptance of Deliverable from Company by WY Biotech Co. Ltd., dated May 30, 2025			10-Q				001-40591				10.15				08/18/2025
10.33		Second Letter Agreement to the License, Research and Co-Development Agreement, dated July  13, 2025, between Company and WY Biotech Co. Ltd.			10-Q				001-40591				10.16				08/18/2025
10.34		Exclusive License Agreement 12-month Suspension, dated May 29, 2025, between the Company and Wugen, Inc.			10-Q				001-40591				10.17				08/18/2025
10.35		First Amendment to the Equity Purchase Agreement, dated August  14, 2025, between the Company and Square Gate Master Fund—Series 4.			8-K				001-40591				10.1				08/15/2025

II-3

Exhibit title

Incorporated by reference

Filed or furnished herewith

Exhibit No.

Form

File No.

Exhibit No.

Filing date

10.36

Second Amendment to Amended and Restated Senior Secured Note Purchase Agreement and Related Agreements, dated May  1, 2025, between Company and Holder

10-Q

001-40591

10.12

08/18/2025

10.37

Form of Common Stock Warrant dated May 7, 2025, between Company and Holder

10-Q

001-40591

10.13

08/18/2025

10.38

Exclusive License Agreement 12-month Suspension, dated May  29, 2025, between the Company and Wugen, Inc.

10-Q

001-40591

10.17

08/18/2025

10.39

Form of Inducement Agreement between the Company and Armistice Capital Management, LLC

8-K

001-40591

10.1

11/20/2025

10.40†#

Amended and Restated License, Research and Co-Development Agreement, dated November  17, 2025, between Beijing Trimmune Biotech Co., Ltd., and the Company

S-1

333-293396

10.40

2/11/2026

10.41

Form of Securities Purchase Agreement

S-1

333-293396

10.41

2/11/2026

10.42

Form of Lock Up Agreement

S-1

333-293396

10.42

2/11/2026

10.43†#

Amendment 1 to Amended and Restated License, Research and Co-Development Agreement, dated January 27, 2026 between Beijing Trimmune Biotech Co., Ltd., and the Company

S-1

333-293396

10.43

2/11/2026

10.44†#

Shareholder Purchase Agreement, dated October  10, 2025, between co-founders of Beijing Trimmune Biotech Co., Ltd., including the Company

S-1

333-293396

10.44

2/11/2026

23.1a

Consent of Independent Registered Public Accounting Firm (Grant Thornton, Predecessor)

S-1

333-293396

23.1

(a)

2/11/2026

23.1b

Consent of Independent Registered Public Accounting Firm (Crowe, Successor)

S-1

333-293396

23.1

(b)

2/11/2026

23.2*

Opinion of Clark Hill PLC

97.1

HCW Biologics Inc. Compensation Recovery Policy

10-K

001-40591

97.1

04/01/2024

99.1

Audit Committee Charter of the Registrant

S-1

333-293396

99.1

2/11/2026

99.2

Compensation Committee Charter of the Registrant

S-1

333-293396

99.2

2/11/2026

99.3

HCW Biologics Inc. Related Party Transaction Policy

S-1

333-293396

99.3

2/11/2026

107

Filing Fee Table

S-1

333-293396

107

2/11/2026

* Opinion of Clark Hill PLC to be filed by amendment

† Certain portions of this document that constitute confidential information have been redacted in accordance with Regulation S-K, Item 60 1(b)(10).

+ Indicates management contract or compensatory plan.

# Certain information in this document has been excluded pursuant to Item 601(a)(5) or (a)(6) of Regulation S-K. The Registrant agrees to furnish supplementally such information to the SEC upon request.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement on Form S-1 to be signed on its behalf by the undersigned, in the city of Miramar, State of Florida, on February 13, 2026.

HCW BIOLOGICS INC.
By:		/s/ Hing C. Wong
Name:		Hing C. Wong
Title:		Founder & Chief Executive Officer

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized.

Signature		Title		Date
/s/ Scott T. Garrett Scott T. Garrett		Chairman of the Board of Directors		February 13, 2026
/s/ Rebecca Byam Rebecca Byam		Chief Financial Officer		February 13, 2026
/s/ Hing C. Wong Hing C. Wong		Chief Executive Officer		February 13, 2026
/s/ Rick S. Greene Rick S. Greene		Director		February 13, 2026
/s/ Lisa M. Giles Lisa M. Giles		Director		February 13, 2026

By:		/s/ Hing C. Wong
		Hing C. Wong, Attorney-in-Fact

II-5

FAQ

What is HCW Biologics Inc. (HCWB) filing with this Amendment No. 1 to Form S-1?

HCW Biologics Inc. is filing Amendment No. 1 to its Form S-1 as an exhibits-only update. The amendment keeps the main registration statement unchanged and focuses on providing, updating, and organizing the exhibit index of key corporate, financing, and licensing agreements.

Does this HCW Biologics (HCWB) S-1 amendment change the offering terms?

The amendment is described as an exhibits-only filing and states that the remainder of the registration statement is unchanged. This means the core disclosure and offering terms in the original Form S-1 remain the same, while only the attached exhibits and related index are updated.

What types of agreements are listed in HCW Biologics (HCWB) S-1/A exhibits?

The exhibit index includes items such as equity incentive plans, employment agreements, license and co-development agreements, loan and mortgage documents, securities purchase and placement agency agreements, committee charters, and a compensation recovery policy, along with consents and the filing fee table tied to the registration statement.

Who signed HCW Biologics Inc. (HCWB) Amendment No. 1 to Form S-1?

The amendment is signed on behalf of HCW Biologics Inc. by Founder and Chief Executive Officer Hing C. Wong. Additional signatures include the Chairman of the Board, the Chief Financial Officer, and other directors, with Hing C. Wong also acting as attorney-in-fact for certain signatories.

What does HCW Biologics (HCWB) say about the effectiveness of this S-1 registration?

The company states that the registration statement will become effective only when a further amendment specifically declares it effective under Section 8(a) of the Securities Act or when the SEC determines the effective date. This language preserves flexibility around the actual effectiveness timing.