HCW Biologics (NASDAQ: HCWB) adjourns special meeting, shifts Armistice warrant votes
Rhea-AI Filing Summary
HCW Biologics Inc. reported that its April 27, 2026 Special Meeting of Stockholders was adjourned without any business because there was no quorum. The two proposals scheduled for that meeting will instead be voted on at the virtual Annual Meeting on June 15, 2026, with an April 22, 2026 record date.
The company is asking stockholders to approve warrants issued to Armistice Capital Master Fund Ltd. to purchase up to 5,497,702 shares of common stock at $0.6055 per share. Armistice has invested $17.4 million in HCW Biologics. The company is required to seek stockholder approval every 60 days until it is obtained, which means it will continue to incur costs for additional voting efforts.
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8-K Event Classification
Key Figures
Key Terms
quorum regulatory
Special Meeting of Stockholders regulatory
warrants financial
record date regulatory
forward-looking statements regulatory
definitive proxy statement regulatory
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Item 8.01 Other Events.
On April 27, 2026, HCW Biologics Inc. (“HCW Biologics” or the “Company”) convened a Special Meeting of its Stockholders (“Special Meeting”). At that time, there were not present or represented by proxy a sufficient number of shares of the Company’s Common Stock to constitute a quorum. The Company adjourned the Special Meeting, without any business being conducted.
The two proposals submitted to stockholders for their approval at the Special Meeting will be included in the proposals submitted to stockholders for their approval at the Company’s Annual Meeting of Stockholders, which will held virtually at 10:00 A.M. Eastern Time on June 15, 2026. The record date for the Annual Meeting is April 22, 2026. There will be five proposals submitted to stockholders for their approval at the Annual Meeting.
No changes have been made to the two proposals presented at the Special Meeting in those to be voted on by stockholders at the Annual Meeting. The Company strongly encourages all of its stockholders to read the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission (the “SEC”) on April 28, 2026 (the “Proxy Statement”) and other proxy materials relating to the Annual Meeting, which are available free of charge on the SEC’s website at www.sec.gov.
During the current adjournment, the Company will continue to solicit votes from its stockholders with respect to the proposals set forth in the Proxy Statement.
On April 30, 2026, the Company issued a press release to announce the adjournment, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in the press release furnished as Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, or incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated April 30, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HCW BIOLOGICS INC. | |||
| Date: | April 30, 2026 | By: | /s/ Hing C. Wong |
| Hing C. Wong, Founder and Chief Executive Officer |
Exhibit 99.1
HCW Biologics Announces Adjournment of Special Meeting of Stockholders Due to Lack of Quorum
MIRAMAR, Fla., April 30, 2026 (GLOBE NEWSWIRE) — HCW Biologics Inc. (the “Company” or “HCW Biologics”), (NASDAQ: HCWB), a clinical-stage biopharmaceutical company developing transformative fusion immunotherapeutics to support or treat diseases promoted by chronic inflammation today announced that the Company’s Special Meeting of Stockholders, held on April 27, 2026, at 10:00 a.m. Eastern Time (“Special Meeting”) was adjourned, without any business being conducted, due to lack of the required quorum and the matters were adjourned to the Annual Meeting of Stockholders.
The proposals presented to stockholders for their consideration at the Special Meeting will be included in the proposals presented to stockholders for their consideration for the Company’s Annual Meeting of Stockholders (“Annual Meeting”). The Annual Meeting is scheduled to take place virtually on June 15, 2026 at 10:00 a.m. Eastern Time.
During the adjournment, the Company will continue to solicit votes from its stockholders with respect to the proposals set forth in the Company’s definitive proxy statement filed with the United States Securities and Exchange Commission on April 28, 2026.
The Company encourages all stockholders of record as of the record date of April 22, 2026 to vote in favor of these two proposals related warrants issued to Armistice Capital Master Fund Ltd. (“Armistice”). Armistice has invested $17.4 million in our Company to fuel our clinical development programs and provide corporate funds. The two proposals relate to warrants issued to Armistice to purchase up to 5,497,702 shares of Common Stock to be exercisable to purchase Common Stock at $0.6055 per share, subject to stockholder approval. The Company is obliged to seek stockholder approval every 60 days until such approval is obtained. The Company will be required to continue incurring the costs associated with holding additional stockholder votes until approval is obtained.
About HCW Biologics:
HCW Biologics Inc. (the “Company”) (NASDAQ: HCWB) is a clinical-stage biopharmaceutical company developing transformative fusion immunotherapeutics to support or treat diseases promoted by chronic inflammation, including autoimmune diseases, cancer, and senescence-associated dysplasia. The Company’s immunotherapeutics represent a new class of drugs that it believes have the potential to fundamentally change the treatment of proinflammatory and senescence-associated diseases and conditions that are promoted by chronic inflammation —and in doing so, improve patients’ quality of life and possibly extend longevity. A key aspect of the Company’s clinical development and financing strategy is to focus on its business development programs. To date, the Company has entered into two licensing agreements in which it has licensed exclusive, worldwide rights for some of its proprietary molecules. See the Company Pipeline at https://hcwbiologics.com/pipeline/
Forward Looking Statements:
Statements in this press release contain “forward-looking statements” that are subject to substantial risks and uncertainties. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “expect,” “believe,” “will,” “may,” “should,” “estimate,” “project,” “outlook,” “forecast” or other similar words and include, the actual success and potency of the Company’s immunotherapeutic treatments to disrupt the link between chronic inflammation and diseases; and the ability of the Company to reach quorum at the Annual Stockholder Meeting. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. Factors that could cause actual results to differ include, but are not limited to, the risks and uncertainties that are described in the section titled “Risk Factors” in the annual report on Form 10-K filed with the United States Securities and Exchange Commission (the “SEC”) on March 31, 2026 and in other filings filed from time to time with the SEC.
Company Contact:
Rebecca Byam
Chief Financial Officer
rebeccabyam@hcwbiologics.com