[SCHEDULE 13G] HCW Biologics Inc. Passive Investment Disclosure (>5%)
HCW Biologics: Armistice Capital Reports 9.99% Stake
HCW Biologics Inc. ownership disclosure: Armistice Capital, LLC and Steven Boyd report beneficial ownership of 400,957 shares, representing 9.99% of the company's common stock.
HCW Biologics Inc. ownership disclosure: Armistice Capital, LLC and Steven Boyd report beneficial ownership of 400,957 shares, representing 9.99% of the company's common stock. The filing states shared voting and dispositive power over the 400,957 shares.
The Schedule 13G notes the Master Fund, a Cayman Islands exempted company and advisory client of Armistice Capital, has the right to receive dividends or proceeds from sale of the reported securities. The filing is a joint statement by Armistice Capital and Steven Boyd.
Positive
None.
Negative
None.
Insights
Armistice Capital reports a sub-10% passive stake in HCW Biologics.
Armistice Capital and Steven Boyd report beneficial ownership of 400,957 shares, or 9.99% of common stock, with shared voting and dispositive power. The disclosure identifies the Master Fund as entitled to dividends or sale proceeds.
The position size is below the 10% mark that commonly signals activist intent; timing and trading plans are not disclosed. Subsequent filings would show changes in holdings or control-related activity.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake did Armistice Capital report in HCWB?
Armistice Capital reported beneficial ownership of 400,957 shares, equal to 9.99% of HCW Biologics' common stock. The filing lists shared voting and dispositive power over those shares, filed jointly with Steven Boyd.
Does the filing show who receives dividends from HCW Biologics shares?
Yes. The filing states the Master Fund, a Cayman Islands exempted company and advisory client of Armistice Capital, has the right to receive dividends or proceeds from the sale of the reported securities.
What kind of Schedule 13G was filed for HCWB?
A joint Schedule 13G was filed by Armistice Capital, LLC and Steven Boyd reporting passive beneficial ownership of 9.99% of the common stock, with the filing signed by Steven Boyd on 02/17/2026.
Who holds voting power over the reported HCWB shares?
The filing reports shared voting power and shared dispositive power of 400,957 shares. It reports no sole voting or dispositive power for either reporting person.
Does the disclosure indicate intent to change holdings in HCWB?
The Schedule 13G provides the current beneficial ownership and power details only. It does not state any planned purchases or sales; future amendments would disclose material changes in holdings.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
HCW Biologics Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
40423R204
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
40423R204
1
Names of Reporting Persons
Armistice Capital, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
400,957.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
400,957.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
400,957.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP No.
40423R204
1
Names of Reporting Persons
Steven Boyd
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
400,957.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
400,957.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
400,957.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
HCW Biologics Inc.
(b)
Address of issuer's principal executive offices:
2929 N. Commerce Parkway, Miramar, FL 33025
Item 2.
(a)
Name of person filing:
Armistice Capital, LLC
Steven Boyd
Collectively, the "Reporting Persons"
(b)
Address or principal business office or, if none, residence:
Armistice Capital, LLC
510 Madison Avenue, 7th Floor
New York, New York 10022
United States of America
Steven Boyd
c/o Armistice Capital, LLC
510 Madison Avenue, 7th Floor
New York, New York 10022
United States of America
(c)
Citizenship:
Armistice Capital, LLC - Delaware; Steven Boyd - United States of America
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP No.:
40423R204
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
400,957
(b)
Percent of class:
9.99%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
400,957
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
400,957
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The Master Fund, a Cayman Islands exempted company that is an investment advisory client of Armistice Capital, has the right to receive dividends from, or the proceeds from the sale of, the reported securities.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Armistice Capital, LLC
Signature:
/s/ Steven Boyd
Name/Title:
Steven Boyd - Managing Member
Date:
02/17/2026
Steven Boyd
Signature:
/s/ Steven Boyd
Name/Title:
Steven Boyd
Date:
02/17/2026
Exhibit Information
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: February 17, 2026
Armistice Capital, LLC
By: /s/ Steven Boyd
Steven Boyd - Managing Member
Steven Boyd
By: /s/ Steven Boyd
