HCW Biologics (NASDAQ: HCWB) prices $4M private unit financing with warrants
Rhea-AI Filing Summary
HCW Biologics Inc. entered into a private placement financing, selling 2,846,975 units at $1.405 per unit for aggregate gross proceeds of approximately $4.0 million. Each unit includes one share of common stock (or a pre-funded warrant) and one common warrant to buy an additional share.
At closing, the company issued 427,046 shares, 2,419,929 pre-funded warrants, and common warrants to purchase up to 2,846,975 shares of common stock. The common warrants have a $1.28 exercise price and a five-and-a-half-year term, while pre-funded warrants are exercisable at $0.0001 per share and have no expiration.
The company plans to use net proceeds to continue clinical trials for HCW9302, advance IND-enabling studies for T-cell engager HCW11-018b and immune checkpoint inhibitor HCW11-040, as well as for general corporate purposes and repayment of certain debts and settlements. Investor ownership is capped through 9.99% and 4.99% beneficial ownership limitations on warrant exercises.
Positive
- None.
Negative
- None.
Insights
HCW Biologics raises about $4M via a highly structured unit financing with attached warrants.
HCW Biologics completed a private placement of 2,846,975 units at $1.405 each, for gross proceeds of about $4.0 million. Each unit bundles common stock (or a pre-funded warrant) with a common warrant exercisable at $1.28 for five and a half years, creating meaningful potential future share issuance.
The company indicates it will direct proceeds toward clinical trials for HCW9302 and IND-enabling work on HCW11-018b and HCW11-040, plus general corporate uses and certain debt and settlements. This aligns the raise with pipeline progression rather than purely balance-sheet repair, although execution and clinical outcomes remain key unknowns.
Ownership caps of 9.99% on pre-funded warrant exercises and 4.99% on common warrant exercises limit any single holder’s stake immediately after exercise. Actual dilution will depend on how much of the 2,846,975 common warrants and 2,419,929 pre-funded warrants are eventually exercised.
8-K Event Classification
Key Figures
Key Terms
Securities Purchase Agreement financial
Pre-Funded Warrants financial
Common Warrants financial
Registration Rights Agreement financial
Rule 506(b) of Regulation D regulatory
accredited investors regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s
Telephone Number, Including Area Code:
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
On May 21, 2026, HCW Biologics Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the “Investors”), pursuant to which the Company agreed to issue and sell an aggregate of 2,846,975 units, with each unit consisting of (i) one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock” or “Shares”), at a purchase price of $1.28 per Share, or, in lieu thereof, one pre-funded warrant, and (ii) one warrant to purchase one share of Common Stock (the “Common Warrants”) at a purchase price of $0.125 per Common Warrant. The units were sold at a purchase price of $1.405 per unit, and the Shares or Pre-Funded Warrants and Common Warrants comprising the units are immediately separable and were issued separately. In lieu of Shares that would otherwise result in a purchaser’s beneficial ownership exceeding 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of such Shares, certain purchasers may elect to receive pre-funded warrants (the “Pre-Funded Warrants”) at a purchase price of $1.2799 per Pre-Funded Warrant (equal to the per Share purchase price less $0.0001). Each Pre-Funded Warrant is exercisable immediately upon issuance for one share of Common Stock at an exercise price of $0.0001 per share and will remain exercisable until exercised in full. Each Common Warrant is exercisable immediately upon issuance for one share of Common Stock at an exercise price of $1.28 per share and will expire on the five and one-half year anniversary of the original issuance date. The shares of Common Stock issuable upon exercise of the Pre-Funded Warrants and the Common Warrants are referred to herein as the “Warrant Shares.”
Pursuant to the Purchase Agreement, on May 21, 2026, the Company issued and sold an aggregate of 427,046 Shares, 2,419,929 Pre-Funded Warrants, and Common Warrants to purchase an aggregate of up to 2,846,975 shares of Common Stock for aggregate gross proceeds of approximately $4.0 million at the closing (the “Closing”), before deducting fees payable to the placement agent and other offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering to continue clinical trials for HCW9302, advance its IND-enabling studies for its T-Cell Engager, HCW11-018b, and its second-generation immune checkpoint inhibitor, HCW11-040, and funding for general corporate purposes and to pay off certain debts and settlements.
The Pre-Funded Warrants may not be exercised to the extent that, after giving effect to such exercise, the holder would beneficially own more than 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. The Common Warrants may not be exercised to the extent that, after giving effect to such exercise, the holder would beneficially own more than 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise.
In connection with the Purchase Agreement, the Company also entered into a Registration Rights Agreement with the Investors (the “Registration Rights Agreement”), pursuant to which the Company agreed to provide certain registration rights with respect to the resale of the Shares and the Warrant Shares, and agreed to file an initial registration statement within 15 days following the Closing to register the resale of such securities and to use reasonable best efforts to cause such registration statement to be declared effective by the Securities and Exchange Commission within 60 days following the Closing. In addition, in connection with the Offering, the Company entered into a Placement Agent Agreement, dated May 21, 2026 (the “Placement Agent Agreement”), with E.F. Hutton & Co. LLC (the “Placement Agent”), pursuant to which the Placement Agent agreed to act as the Company’s exclusive placement agent in connection with the Offering, subject to the terms and conditions set forth therein.
The foregoing descriptions of the Purchase Agreement, the Registration Rights Agreement, the Placement Agent Agreement, the Pre-Funded Warrants and Common Warrants do not purport to be complete and are qualified in their entirety by reference to the full text of the forms of such agreements, which are filed as Exhibits 10.1, 10.2, 10.3, 4.1 and 4.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The issuance and sale of the Shares and the Pre-Funded Warrants at the Closing were made, and the issuance of the Warrant Shares upon exercise of the Pre-Funded Warrants and the Common Warrants will be made, in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D promulgated thereunder, as transactions by an issuer not involving a public offering. The Investors represented that they are “accredited investors” as defined in Rule 501(a) under the Securities Act.
The information in Item 1.01 is incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On May 21, 2026, the Company issued a press release announcing the pricing of this Offering described above. A copy of that press release is furnished as Exhibit 99.1 hereto.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 8.01 Other Events.
This Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 4.1 | Form of Pre-Funded Common Stock Purchase Warrant | |
| 4.2 | Form of Common Stock Purchase Warrant | |
| 10.1 | Form of Securities Purchase Agreement by and between the Company and the Investors | |
| 10.2 | Form of Registration Rights Agreement by and between the Company and the Investors | |
| 10.3 | Form of Placement Agency Agreement, by and between the Company and E.F. Hutton & Co. LLC | |
| 99.1 | Press Release dated May 21, 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: | May 21, 2026 | By: | /s/ Hing C. Wong |
| Hing C. Wong, Founder and Chief Executive Officer | |||
Exhibit 99.1
HCW Biologics Inc. Announces Pricing of Approximately $4.0 Million Private Placement Offering At-the-Market Under Nasdaq Rules
MIRAMAR, Fla., May 21, 2026 (GLOBE NEWSWIRE) — HCW Biologics Inc. (the “Company” or “HCW Biologics”), (NASDAQ: HCWB), a clinical-stage biopharmaceutical company developing transformative fusion immunotherapeutics to treat autoimmune, cancer and senescence-associated dysplasia, today announced the pricing of its private placement of an aggregate of 2,846,975 units at a purchase price of $1.405 per unit priced at-the-market under Nasdaq rules to a group of healthcare investors (the “Investors”). Each unit consists of (i) one share of common stock at a purchase price of $1.28 per share (or, in lieu thereof, one pre-funded warrant at a purchase price of $1.2799 per pre-funded warrant with an exercise price of $0.0001 per share) and (ii) one warrant at a purchase price of $0.125 per warrant, each to purchase one share of common stock. The warrants will have an exercise price of $1.28 per share, will be exercisable immediately upon issuance, and will expire on the five and one-half year anniversary of the original issuance date. The shares of common stock (or pre-funded warrants) and the warrants comprising the units are immediately separable and will be issued separately in this offering. The closing of the offering is expected to occur on or about May 21, 2026, subject to the satisfaction of customary closing conditions.
E.F. Hutton & Co. LLC is acting as the sole placement agent for the offering.
The Company intends to use the net proceeds from this offering to continue clinical trials for HCW9302, advance its IND-enabling studies for its T-Cell Engager, HCW11-018b, and its second-generation immune checkpoint inhibitor, HCW11-040, and funding for general corporate purposes and to pay off certain debts and settlements.
On May 21, 2026, the Company also entered into a registration rights agreement with the Investors, pursuant to which the Company agreed to submit to the U.S. Securities and Exchange Commission (the “SEC”) an initial registration statement on Form S-1 within 60 days of the closing date covering the resale of the purchased shares and underlying shares for warrants, which may be issued from time to time upon the exercise of such warrants, and to use commercially reasonable efforts to cause the registration statement to be declared effective by the SEC within [60] days following the closing of the Offering.
The number of shares the Company can issue to an Investor, including those shares issued upon the exercise of pre-funded warrants from time to time, may not exceed 4.99% of the number of shares of our Common Stock outstanding immediately after giving effect to such issuances.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
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 Company’s intended use of proceeds of this offering. 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