HCWB / HCW Biologics Inc. - Документы SEC, Годовой отчет, Доверенное заявление

FORM 8-K Item 1.01 Entry into a Material Definitive Agreement.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 02, 2025 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission F

FORM 8-K Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2025 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission File

Second Letter Agreement to the License, Research and Co-Development Agreement, dated July 13, 2025, between Company and WY Biotech Co. Ltd.

Exhibit 10.16

HCW Biologics Reports Second Quarter 2025 Business Highlights and Financial Results

Exhibit 99.1 HCW Biologics Reports Second Quarter 2025 Business Highlights and Financial Results Correction Miramar, FL – August 18, 2025 – HCW Biologics Inc. (the “Company” or “HCW Biologics”) (NASDAQ: HCWB), a clinical-stage biopharmaceutical company focused on discovering and developing novel immunotherapies to lengthen health span by disrupting the link between inflammation and age-related dis

FORM 8-K/A Item 2.02 Results of Operations and Financial Condition. Item 9.01 Financial Statements and Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2025 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission Fi

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

Exhibit 10.13 FORM OF COMMON STOCK PURCHASE WARRANT MAY 7, 2025 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFF

Letter Agreement to the License, Research and Co-Development Agreement, dated March 17, 2025, between Company and WY Biotech Co. Ltd.

Exhibit 10.14

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

Exhibit 10.17 May 29, 2025 Exclusive License Agreement 12-month Suspension HCW Biologics Inc. (“HCW”) and Wugen, Inc. (“Wugen”) hereby mutually agree to a 12-month suspension (herein “12-month Suspension”) of Wugen’s obligations under the Exclusive License Agreement (“License”) dated December 24, 2020, between HCW and Wugen. Wugen and HCW agree to maintain the License for the 12-month Suspension p

Confirmation of Letter of Acceptance of Deliverable from Company by WY Biotech Co. Ltd., dated May 30, 2025

Exhibit 10.15

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

Exhibit 10.12 HCW BIOLOGICS INC. SECOND AMENDMENT TO AmendED AND RESTATED SENIOR SECURED NOTE PURCHASE AGREEMENT and related agreements This Second Amendment to Amended and Restated Senior Secured Note Purchase Agreement and Related Agreements (this “Second Amendment”) is made as of April , 2025 (the “Effective Date”) by and between HCW Biologics Inc., a Delaware corporation (the “Company”), and e

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40591 HCW Biolog

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One):  ☐  Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2025 ☐ Tra

NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One):  ☐  Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-K For the Transit

FORM 8-K Item 1.01 Entry into a Material Definitive Agreement. Item 9.01 Financial Statements and Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2025 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission File

First Amendment to Equity Purchase Agreement, dated August 14, 2025, between the Company and Square Gate Capital Master Fund, LLC- Series 4

Exhibit 10.1 FIRST AMENDMENT TO EQUITY PURCHASE AGREEMENT This FIRST AMENDMENT TO EQUITY PURCHASE AGREEMENT (this “First Amendment”) is made and entered into as of the 14th day of August, 2025 (the “Amendment Effective Date”) by and between HCW Biologics Inc., a Delaware corporation with a principal place of business at 2929 North Commerce Parkway, Miramar, FL 33025 (the “Company”) and Square Gate

HCW Biologics Reports Second Quarter 2025 Business Highlights and Financial Results

Exhibit 99.1 HCW Biologics Reports Second Quarter 2025 Business Highlights and Financial Results Miramar, FL – August 14, 2025 – HCW Biologics Inc. (the “Company” or “HCW Biologics”) (NASDAQ: HCWB), a clinical-stage biopharmaceutical company focused on discovering and developing novel immunotherapies to lengthen health span by disrupting the link between inflammation and age-related diseases, toda

FORM 8-K Item 2.02 Results of Operations and Financial Condition. Item 9.01 Financial Statements and Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2025 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission File

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 14, 2025 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission File N

FORM 8-K Item 8.01 Other Events.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2025 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission File N

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2025 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission File N

HCW Biologics Regains Compliance with Nasdaq Capital Market Requirements Company in full compliance for continued listing

Exhibit 99.1 HCW Biologics Regains Compliance with Nasdaq Capital Market Requirements Company in full compliance for continued listing  Miramar, FL – June 26, 2025 – HCW Biologics Inc. (“HCWB” or the “Company”) (NASDAQ: HCWB), a U.S.-based clinical-stage biopharmaceutical company focused on discovering and developing innovative immunotherapies to extend healthspan by targeting the link between ch

June 23, 2025

Exhibit 99.1 June 23, 2025 Dear Stockholder, We would like to inform you that, after the conclusion of our Annual Stockholder Meeting, our provider, Broadridge Financial Solutions Inc., advised us that it had encountered technical difficulties during the live webcast of our Meeting on June 17, 2025. Unfortunately, their issue prevented some of you from logging in and participating as we had intend

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2025 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission File N

FORM 8-K Item 8.01 Other Events.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2025 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission File N

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 05, 2025 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission File N

HCW Biologics Completes Deliverable and Solidifies License Agreement with WY Biotech HCW Biologics earned upfront payment and will recognize revenue of $7.0 million in Q2 2025

Exhibit 99.2 HCW Biologics Completes Deliverable and Solidifies License Agreement with WY Biotech HCW Biologics earned upfront payment and will recognize revenue of $7.0 million in Q2 2025 MIRAMAR, Fla., June 4, 2025 (GLOBE NEWSWIRE) - HCW Biologics Inc. (“HCWB” or “HCW Biologics”), (NASDAQ: HCWB), a U.S.-based clinical-stage biopharmaceutical company focused on discovering and developing novel im

HCW Biologics Announces Pricing of $5.0 Million Follow-On Offering Priced At-The-Market Under NASDAQ Rules

Exhibit 99.1 HCW Biologics Announces Pricing of $5.0 Million Follow-On Offering Priced At-The-Market Under NASDAQ Rules MIRAMAR, Fla., May 13, 2025 (GLOBE NEWSWIRE) - HCW Biologics Inc. (the “Company”), (NASDAQ: HCWB), a clinical-stage biopharmaceutical company focused on discovering and developing novel immunotherapies to lengthen health span by disrupting the link between inflammation and age-re

HCW Biologics Completes Deliverable and Solidifies License Agreement with WY Biotech HCW Biologics earned upfront payment and will recognize revenue of $7.0 million in Q2 2025

Exhibit 99.1 HCW Biologics Completes Deliverable and Solidifies License Agreement with WY Biotech HCW Biologics earned upfront payment and will recognize revenue of $7.0 million in Q2 2025 MIRAMAR, Fla., June 4, 2025 (GLOBE NEWSWIRE) - HCW Biologics Inc. (“HCWB” or “HCW Biologics”), (NASDAQ: HCWB), a U.S.-based clinical-stage biopharmaceutical company focused on discovering and developing novel im

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2025 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2025 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2025 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2025 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission File Nu

PROSPECTUS 671,140 Units, each consisting of: One Share of Common Stock or One Pre-Funded Warrant to Purchase One Share of Common Stock and Two Common Stock Warrants each to Purchase up to One Share of Common Stock 671,140 Shares of Common Stock or S

Table of Contents Filed pursuant to Rule 424(b)(4) Registration Statement No. 333-287136 PROSPECTUS 671,140 Units, each consisting of: One Share of Common Stock or One Pre-Funded Warrant to Purchase One Share of Common Stock and Two Common Stock Warrants each to Purchase up to One Share of Common Stock 671,140 Shares of Common Stock or Shares of Common Stock Underlying Pre-Funded Warrants 1,342,28

Form of Promissory Note, dated May 8, 2025, between the Company and Holder

Exhibit 10.4 THE SECURITIES REFERENCED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMP

Amendment to Existing Warrants Agreement, dated May 13, 2025, between the Company and Purchaser

Exhibit 10.3 May 13, 2025 Holder of Warrants to Purchase Common Stock issued on November 20, 2024 Re: Amendment to Existing Warrants Dear Holder: Reference is hereby made to the offering on Form S-1 (File No. 333-287136) on or about the date hereof (the “Offering”) by HCW Biologics Inc. (the “Company”) of common shares, par value $0.0001 per share (the “Common Shares”), and/or other securities of

Form of Common Stock Purchase Warrant

Exhibit 4.1 FORM OF COMMON STOCK PURCHASE WARRANT hcw biologics inc. Warrant Shares: Initial Exercise Date: May 15, 2025 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Ini

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40591 HCW Biolo

Form of Unsecured Convertible Promissory Note, dated May 5, 2025, between the Company and Holder

EXHIBIT 10.6 THE SECURITIES REFERENCED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMP

Form of Pre-Funded Common Stock Purchase Warrant

Exhibit 4.2 FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT hcw biologics inc. Warrant Shares: Initial Exercise Date: THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof

Form of Placement Agency Agreement, dated May 13, 2025, between Company and Maxim Group LLC

Exhibit 10.1 FORM OF PLACEMENT AGENCY AGREEMENT May 13, 2025 Maxim Group LLC 300 Park Avenue, 16th Floor New York, NY 10022 Ladies and Gentlemen: Subject to the terms and conditions herein (this “Agreement”), HCW Biologics Inc., a Delaware corporation (including any successor thereto, the “Company”), hereby agrees to sell up to an aggregate of $4,999,993 of units, each unit consisting of (1) eithe

HCW Biologics Reports First Quarter 2025 Business Highlights and Financial Results

Exhibit 99.1 HCW Biologics Reports First Quarter 2025 Business Highlights and Financial Results Miramar, FL – May 15, 2025 – HCW Biologics Inc. (the “Company” or “HCW Biologics”) (NASDAQ: HCWB), a clinical-stage biopharmaceutical company focused on discovering and developing novel immunotherapies to lengthen health span by disrupting the link between inflammation and age-related diseases, today re

Form of Guaranty and Pledge Agreement, dated May 8, 2025, between the Dr. Hing C. Wong and Lender

Exhibit 10.5 FORM OF GUARANTY AND PLEDGE AGREEMENT HCW BIOLOGICS INC., a Delaware corporation (the “Company”), is issuing that certain Promissory Note of even date herewith in the principal amount of $150,000 to [***] (the “Lender”) to memorialize the loan in such principal amount being funded by Lender to the Company on the date hereof (the “Loan”). RECITALS: WHEREAS, dr. hing c. wong (“Guarantor

HCW Biologics Announces Pricing of $5.0 Million Follow-On Offering Priced At-The-Market Under NASDAQ Rules

Exhibit 99.1 HCW Biologics Announces Pricing of $5.0 Million Follow-On Offering Priced At-The-Market Under NASDAQ Rules MIRAMAR, Fla., May 13, 2025 (GLOBE NEWSWIRE) - HCW Biologics Inc. (the “Company”), (NASDAQ: HCWB), a clinical-stage biopharmaceutical company focused on discovering and developing novel immunotherapies to lengthen health span by disrupting the link between inflammation and age-re

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2025 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Form of Securities Purchase Agreement, dated May 13, 2025, between the Company and Purchaser

Exhibit 10.2 FORM OF SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 13, 2025, between HCW Biologics Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and condition

Form of amended and restated Common Stock Purchase Warrant

Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2025 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission File Nu

As filed with the U.S. Securities and Exchange Commission on May 13, 2025

As filed with the U.S. Securities and Exchange Commission on May 13, 2025 Registration No. 333-287136 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Pre-Effective 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

VIA EDGAR

May 13, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: HCWB Biologics Inc. Registration Statement on Form S-1 File No. 333-287136 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Maxim Group

Filing Fees

Exhibit 107 Calculation of Fee Filing Tables Form S-1 (Form Type) HCW Biologics Inc.

Form of Common Stock Purchase Warrant

Exhibit 4.6 FORM OF COMMON STOCK PURCHASE WARRANT HCW BIOLOGICS INC. Warrant Shares:                          Initial Exercise Date: , 2025 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the da

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 HCW BIOLOGICS INC. (Exact name of Registrant as specified in its charter) Delaware 2834 82-5024477 (State or Other Juri

S-1 Table of Contents Registration No. 333-      UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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 Numb

Audit Committee Charter of the Registrant

Exhibit 99.1 CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF HCW BIOLOGICS INC. (Adopted and approved on June 10, 2021 and effective as of the Company’s initial public offering) 1. Purpose 1.1 The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of HCW Biologics Inc. (the “Company”) shall be to: 1.1.1 Oversee the accounting and financial reportin

Compensation Committee Charter of the Registrant

Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF HCW BIOLOGICS INC. (Adopted and approved on June 10, 2021 and effective as of the Company’s initial public offering) 1. Purpose 1.1 The purpose of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of HCW Biologics Inc. (the “Company”) shall be to assist the Board in discharging its re

Form of Securities Purchase Agreement

EXHIBIT 10.35 FORM OF SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [], 2025, between HCW Biologics Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions s

Form of Pre-Funded Common Stock Purchase Warrant

Exhibit 4.5 FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT HCW BIOLOGICS INC. Warrant Shares:      Initial Exercise Date: , 2025 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the

Form of Lock-Up Agreement

Exhibit 10.36 FORM OF LOCK-UP AGREEMENT , 2025 Re: Securities Purchase Agreement, dated as of , 2025 (the “Purchase Agreement”), between HCW Biologics Inc. (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”) Ladies and Gentlemen: Defined terms not otherwise defined in this letter agreement (the “Letter Agreement”) shall have the meanings s

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

EX-23.1A Exhibit 23.1a CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have issued our report dated May 15, 2024 (except for Note 16, as to which the date is March 28, 2025), with respect to the financial statements of HCW Biologics Inc. included in the Annual Report on Form 10-K for the year ended December 31, 2024, which are incorporated by reference in this Registration Statement. W

Form of Unsecured Convertible Promissory Note dated May 5, 2025 by and between the Company and the Holder party thereto.

EXHIBIT 10.34 THE SECURITIES REFERENCED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COM

Second Amendment to Amended and Restated Senior Secured Note Purchase Agreement and Related Agreements dated as of May 1, 2025.

EXHIBIT 10.33 HCW BIOLOGICS INC. SECOND AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED NOTE PURCHASE AGREEMENT AND RELATED AGREEMENTS This Second Amendment to Amended and Restated Senior Secured Note Purchase Agreement and Related Agreements (this “Second Amendment”) is made as of April , 2025 (the “Effective Date”) by and between HCW Biologics Inc., a Delaware corporation (the “Company”), and e

HCW Biologics Inc. Related Party Transaction Policy

Exhibit 99.3 HCW BIOLOGICS INC. RELATED PARTY TRANSACTIONS POLICY (Adopted and approved on June 10, 2021 and effective as of the Company’s initial public offering) 1. Purpose HCW Biologics Inc. (collectively with its subsidiaries, the “Company”) is committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules and regulations. As part of this commitmen

Form of Warrant Agency Agreement

Exhibit 4.7 HCW BIOLOGICS INC. and EQUINITI TRUST COMPANY, LLC as Warrant Agent Form of Warrant Agency Agreement Dated as of , 2025 FORM OF WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of , 2025 (“Agreement”), between HCW Biologics Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC (the “Warrant Agent”). W I T N E S S E T H WHEREAS, pursuant to a registere

May 9, 2025

CORRESP 1 filename1.htm May 9, 2025 VIA EDGAR AND E-MAIL Mr. Jason Drory Office of Life Sciences Division of Corporate Finance U.S. Securities and Exchange Commission 100 F. Street, N.E. Washington, DC 20549-7010 Re: HCW Biologics Inc. Registration Statement on Form S-1; Commission File No. 333-287136 Dear Mr. Drory: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, HC

Consent of Independent Registered Public Accounting Firm (Crowe Successor)

EX-23.1B Exhibit 23.1b CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement of HCW Biologics Inc. on Form S-1 of our report dated March 28, 2025 on the balance sheet of HCW Biologics Inc. as of December 31, 2024 and the statements of operations, stockholders’ equity (deficit) and cash flows for the year then ended, and

Form of Placement Agency Agreement

Exhibit 1.1 FORM OF PLACEMENT AGENCY AGREEMENT May [], 2025 Maxim Group LLC 300 Park Avenue, 16th Floor New York, NY 10022 Ladies and Gentlemen: Subject to the terms and conditions herein (this “Agreement”), HCW Biologics Inc., a Delaware corporation (including any successor thereto, the “Company”), hereby agrees to sell up to an aggregate of $ of units, each unit consisting of (1) either (i) one

Confidential Treatment Requested by HCW Biologics Inc. Pursuant to 17 C.F.R. Section 200.83

Table of Contents Confidential Treatment Requested by HCW Biologics Inc. Pursuant to 17 C.F.R. Section 200.83 Registration No. 333-      UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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 Jurisdictio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS PROPOSAL ONE: DIRECTOR ELECTION PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM SECURITY OWNERSHIP OF CERTAIN BENE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2025 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission File

Resale of up to $40,000,000 in Shares of Common Stock, up to a total of 7,101,615 Shares of Common Stock

Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-286409 PROSPECTUS Resale of up to $40,000,000 in Shares of Common Stock, and up to a total of 7,101,615 Shares of Common Stock This prospectus relates to the proposed resale by the respective selling stockholders identified below of up to the following respective amounts of shares of our common stock, par value $0.0001 per sha

April 15, 2025

April 15, 2025 VIA EDGAR AND E-MAIL Mr. Jason Drory Office of Life Sciences Division of Corporate Finance U.S. Securities and Exchange Commission 100 F. Street, N.E. Washington, DC 20549-7010 Re: HCW Biologics Inc. Registration Statement on Form S-1; Commission File No. 333-286409 Dear Mr. Drory: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, HCW Biologics Inc. (the

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events, 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 14, 2025 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission File

Filing Fees

Exhibit 107 Calculation of Fee Filing Tables Form S-1 (Form Type) HCW Biologics Inc.

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

EX-23.1a Exhibit 23.1a CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have issued our report dated May 15, 2024 (except for Note 16, as to which the date is March 28, 2025), with respect to the financial statements of HCW Biologics Inc. included in the Annual Report on Form 10-K for the year ended December 31, 2023, which are incorporated by reference in this Registration Statement. W

Compensation Committee Charter of the Registrant

Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF HCW BIOLOGICS INC. (Adopted and approved on June 10, 2021 and effective as of the Company’s initial public offering) 1. Purpose 1.1 The purpose of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of HCW Biologics Inc. (the “Company”) shall be to assist the Board in discharging its re

As filed with the Securities and Exchange Commission on April 4, 2025

Table of Contents As filed with the Securities and Exchange Commission on April 4, 2025 Registration No.

Consent of Independent Registered Public Accounting Firm (Crowe Successor)

EX-23.1b Exhibit 23.1b CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement of HCW Biologics Inc. on Form S-1 of our report dated March 28, 2025 on the balance sheet of HCW Biologics Inc. as of December 31, 2024 and the statements of operations, stockholders’ equity (deficit) and cash flows for the year ended, and to t

Audit Committee Charter of the Registrant

Exhibit 99.1 CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF HCW BIOLOGICS INC. (Adopted and approved on June 10, 2021 and effective as of the Company’s initial public offering) 1. Purpose 1.1 The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of HCW Biologics Inc. (the “Company”) shall be to: 1.1.1 Oversee the accounting and financial reportin

Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 01, 2025 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission File

HCW Biologics Announces 1-for-40 Reverse Stock Split

Exhibit 99.1 HCW Biologics Announces 1-for-40 Reverse Stock Split Miramar, FL – April 1, 2025 – HCW Biologics Inc. (the “Company” or “HCW Biologics”) (NASDAQ: HCWB), a clinical-stage biopharmaceutical company focused on discovering and developing novel immunotherapies to lengthen health span by disrupting the link between inflammation and age-related diseases, today announced that its Board of Dir

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

Exhibit 3.1a STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: FIRST: That by a unanimous consent in lieu of a special meeting of the Board of Directors of HCW Biologics Inc. resolutions were duly adopted setting forth a proposed amendment

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 01, 2025 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission File

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

Exhibit 3.1b STATE OF DELAWARE CERTIFICATE OF CORRECTION

HCW Biologics Reports Fourth Quarter and Fiscal Year 2024 Business Highlights and Financial Results

Exhibit 99.1 HCW Biologics Reports Fourth Quarter and Fiscal Year 2024 Business Highlights and Financial Results Miramar, FL – March 28, 2025 – HCW Biologics Inc. (the “Company” or “HCW Biologics”) (NASDAQ: HCWB), a clinical-stage biopharmaceutical company focused on discovering and developing novel immunotherapies to lengthen health span by disrupting the link between inflammation and age-related

Definitive Proxy Statement dated February 21, 2025, on Form 14A, including Appendices

Exhibit 10.35 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 AMENDMENT NO. 1 Filed by the Registrant☒ Filed by a Party other than the Registrant☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(

Letter Agreement for Principal Terms for the Amendment of the License, Research and Co-Development Agreement with WY Biotech dated March 17, 2025 and Company’s Letter to Agree and Accept dated March 19, 2025

Exhibit 10.28 Letter Agreement for Principal Terms for the Amendment of the License, Research and Co-Development Agreement with WY Biotech dated March 17, 2025 and Company’s Letter to Agree and Accept dated March 19, 2025 WY Biotech Co. Ltd. 1115-1118 Tower A No. 500 Yunjin Road Xuhui, Shanghai China HCW Biologics Inc. 2929 North Commerce Parkway Miramar, FL 33025 USA Attn: Dr. Hing Wong, CEO Marc

License, Research and Co-Development Agreement with WY Biotech dated November 17, 2024

Exhibit 10.27 LICENSE, RESEARCH, AND CO-DEVELOPMENT AGREEMENT This License, Research, and Co-Development Agreement (this “Agreement”) is made and entered into as of the 17th day of November, 2024 (the “Effective Date”) by and between HCW Biologics Inc., a Delaware corporation with a principal place of business at 2929 North Commerce Parkway, Miramar, Florida 33025 (“Licensor”) and WY Biotech Co.,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40591 HCW Biologics I

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2025 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission File

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2025 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission File

HCW Biologics Granted Extension by the Nasdaq Hearings Panel to Regain Compliance with Continued Listing Requirements

Exhibit 99.1 HCW Biologics Granted Extension by the Nasdaq Hearings Panel to Regain Compliance with Continued Listing Requirements Miramar, FL – March 6, 2025 – HCW Biologics Inc. (the “Company” or “HCW Biologics”) (Nasdaq: HCWB), a clinical-stage biopharmaceutical company focused on discovering and developing novel immunotherapies to lengthen healthspan by disrupting the link between inflammation

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 03, 2025 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 AMENDMENT NO. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 AMENDMENT NO. 1 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defini

Equity Purchase Agreement, dated February 20, 2025, between the Company and Square Gate Master Fund—Series 4.

Exhibit 10.1 EQUITY PURCHASE AGREEMENT THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) is entered into as of February 20, 2025 (the “Execution Date”), by and between HCW Biologics Inc., a corporation incorporated in the State of Delaware (the “Company”), and Square Gate Capital Master Fund, LLC – Series 4, a series limited liability company organized in the State of Delaware (the “Investor”). RE

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2025 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

Registration Rights Agreement, dated February 20, 2025, between the Company and Square Gate Master Fund—Series 4.

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 20, 2025 (the “Execution Date”), is entered into by and between HCW Biologics Inc., a corporation incorporated in the State of Delaware (the “Company”), and Square Gate Capital Master Fund, LLC - Series 4, a series limited liability company organized in the State of Delaware (together

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant  ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ De

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 05, 2025 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission Fi

HCW Biologics Granted FDA Clearance to Evaluate One of the Company’s Lead Product Candidates in a First-In- Human Phase 1 Clinical Trial This study will evaluate HCW9302 in patients with moderate to severe alopecia areata

Exhibit 99.1 HCW Biologics Granted FDA Clearance to Evaluate One of the Company’s Lead Product Candidates in a First-In- Human Phase 1 Clinical Trial This study will evaluate HCW9302 in patients with moderate to severe alopecia areata Miramar, FL – February 3, 2025 – HCW Biologics Inc. (“HCWB” or the “Company”) (NASDAQ: HCWB), a U.S.-based clinical-stage biopharmaceutical company focused on discov

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 03, 2025 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission Fi

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2024 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission Fi

HCW Biologics Inc. Received NASDAQ Staff Determination Letter Company Expected Notice for Continued Deficiency and Delist Letter from the Nasdaq Stock Market Company Intends to Request Hearing to Appeal in a Timely Manner

EXHIBIT 99.1 HCW Biologics Inc. Received NASDAQ Staff Determination Letter Company Expected Notice for Continued Deficiency and Delist Letter from the Nasdaq Stock Market Company Intends to Request Hearing to Appeal in a Timely Manner Miramar, FL– December 23, 2024 – HCW Biologics Inc. (the “Company” or “HCW Biologics”) (NASDAQ: HCWB), a clinical-stage biopharmaceutical company focused on discover

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2024 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission Fi

HCWB / HCW Biologics Inc. / Wong Hing C - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1 )* HCW BIOLOGICS INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 40423R 105 (CUSIP Number) Hing C Wong, Ph.D. HCW Biologics Inc. 2929 N. Commerce Parkway Miramar, FL 33025 (954) 842-2024 (Name, Address and T

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2024 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission Fi

Placement Agency Agreement, dated November 18, 2024, between the Company and Maxim Group LLC.

Exhibit 10.1 PLACEMENT AGENCY AGREEMENT November 18, 2024 Dr. Hing C. Wong Chief Executive Officer HCW Biologics Inc. 2929 N. Commerce Parkway Miramar, FL 33025 Dear Dr. Wong: This agreement (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and HCW Biologics Inc., a Delaware corporation (the “Company”), that Maxim shall serve as the exclusive pl

Securities Purchase Agreement, dated November 18, 2024, between the Company and Purchaser

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of November 18, 2024, between HCW Biologics Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions s

Form of Common Stock Purchase Warrant between the Company and Holder

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

HCW Biologics Announces Pricing of $6.9 Million Registered Direct Offering and Concurrent Private Placement Priced Above Market Under NASDAQ Rules

Exhibit 99.1 HCW Biologics Announces Pricing of $6.9 Million Registered Direct Offering and Concurrent Private Placement Priced Above Market Under NASDAQ Rules MIRAMAR, Fla., Nov. 18, 2024 (GLOBE NEWSWIRE) - HCW Biologics Inc. (“HCWB” or “HCW Biologics”), (NASDAQ: HCWB), a U.S.-based clinical-stage biopharmaceutical company focused on discovering and developing novel immunotherapies to lengthen he

HCW Biologics and WY Biotech Announce License Agreement for Immunotherapeutic Product Candidate HCW Biologics entered into License, Research and Co-Development Agreement with WY Biotech for one of its new proprietary preclinical molecules HCW Biologi

Exhibit 99.2 HCW Biologics and WY Biotech Announce License Agreement for Immunotherapeutic Product Candidate HCW Biologics entered into License, Research and Co-Development Agreement with WY Biotech for one of its new proprietary preclinical molecules HCW Biologics to receive upfront payment of $7 million and is eligible to receive additional milestone payments and double-digit royalties on future

Form of Pre-Funded Common Stock Purchase Warrant between the Company and Holder

Exhibit 4.2 FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT HCW Biologics Inc. Warrant Shares: Initial Exercise Date: November , 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after

Subject to completion, dated November 20, 2024

Table of Contents Filed pursuant to Rule 424(b)(2) Registration No. 333-266991 The information in this prospectus supplement is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus supplement is not an offer to sell these securities and it is not soliciting an offer to buy

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2024 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission Fi

HCW Biologics Reports Third Quarter 2024 Financial Results and Business Highlights

Exhibit 99.1 HCW Biologics Reports Third Quarter 2024 Financial Results and Business Highlights Miramar, FL– November 14, 2024 – HCW Biologics Inc. (the “Company” or “HCW Biologics”) (NASDAQ: HCWB), a clinical-stage biopharmaceutical company focused on discovering and developing novel immunotherapies to lengthen healthspan by disrupting the link between inflammation and age-related diseases, today

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

Exhibit 10.5 HCW BIOLOGICS INC. FIRST AMENDMENT TO AmendED AND RESTATED SENIOR SECURED NOTE PURCHASE AGREEMENT This First Amendment to Amended and Restated Senior Secured Note Purchase Agreement(this “Amendment”) is made as of September 30, 2024 (the “Effective Date”) by and between HCW Biologics Inc., a Delaware corporation (the “Company”), and each of the purchasers listed on Exhibit B attached

Settlement Agreement and Release, dated July 13, 2024, by and between the Company and Altor BioScience, LLC, NantCell, Inc., and ImmunityBio, Inc.

Exhibit 10.6 CERTAIN INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT IN ACCORDANCE WITH ITEM 601(B)(10)(IV) OF REGULATION S-K BECAUSE SUCH INFORMATION (1) IS NOT MATERIAL AND (2) IS THE TYPE OF INFORMATION THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT HAS BEEN SO REDACTED FROM THIS EXHIBIT IS MARKED AS FOLLOWS: “XXXXXXXXXX” TO INDICATE THE OMISSION. SETTLEMENT AGREEMENT AND RE

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2024 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

F UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40591 HCW

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2024 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission F

Letter from Grant Thornton dated September 20, 2024.

Exhibit 16.1 Submitted on Letterhead for Grant Thornton LLP 801 Brickell Ave., Suite 2450 Miami, FL33131-4943 September 20, 2024 U.S. Securities and Exchange Commission Office of the Chief Accountant 100 F Street, NE Washington, DC 20549 Re: HCW Biologics Inc. File No. 001-40591 Dear Sir or Madam: We have read Item 4.01 of Form 8-K of HCW Biologics Inc. dated September 20, 2024, and agree with the

HCW Biologics Reports Second Quarter 2024 Financial Results and Business Highlights

Exhibit 99.1 HCW Biologics Reports Second Quarter 2024 Financial Results and Business Highlights Correction This release has made a correction to a release issued under the same headline on August 14, 2024, by HCW Biologics, Inc. (NASDAQ: HCWB), to show the amount included in the condensed interim balance sheet for Cash and cash equivalents as of December 31, 2023 as $3,595,101, not $95,101 as pre

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2024 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission Fi

HCW Biologics Reports Second Quarter 2024 Financial Results and Business Highlights

Exhibit 99.1 HCW Biologics Reports Second Quarter 2024 Financial Results and Business Highlights Miramar, FL– August 14, 2024 – HCW Biologics Inc. (the “Company” or “HCW Biologics”) (NASDAQ: HCWB), a clinical-stage biopharmaceutical company focused on discovering and developing novel immunotherapies to lengthen healthspan by disrupting the link between inflammation and age-related diseases, today

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

F UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40591 HCW Biol

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

Exhibit 10.3 AMENDED AND RESTATED PLEDGE AGREEMENT This AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of July 2, 2024 (as the same may be amended, supplemented and/or otherwise modified from time to time, this “Agreement”), is entered into by and between HCW BIOLOGICS INC., a Delaware Corporation (“Grantor”), Mercedes M. Sellek, P.A., a Florida corporation (together with its assigns, the “Escrow

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

Exhibit 10.2 THE SECURITIES REFERENCED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMP

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

Exhibit 10.4 AMENDED AND RESTATED ESCROW AGREEMENT THIS AMENDED AND RESTATED ESCROW AGREEMENT dated as of July 2, 2024 (as the same may be amended, supplemented and/or otherwise modified from time to time, the “Escrow Agreement”), is made and entered into by and among the Noteholders listed on “Exhibit A” attached to this Escrow Agreement as secured parties as such Exhibit may be amended from time

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2024 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission File

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

Exhibit 10.1 HCW BIOLOGICS INC. AmendED AND RESTATED SENIOR SECURED NOTE PURCHASE AGREEMENT This Amended and Restated Senior Secured Note Purchase Agreement (this “Agreement”) is made as of July 2, 2024 (the “Closing Date”) by and between HCW Biologics Inc., a Delaware corporation (the “Company”), and each of the purchasers listed on Exhibit B attached to this Agreement (each a “Purchaser” and tog

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 06, 2024 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2024 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2024 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission File N

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2024 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission File N

HCW Biologics Reports First Quarter 2024 Financial Results and Business Highlights

Exhibit 99.1 HCW Biologics Reports First Quarter 2024 Financial Results and Business Highlights Miramar, FL – May 15, 2024 – HCW Biologics Inc. (the “Company” or “HCW Biologics”) (NASDAQ: HCWB), a clinical-stage biopharmaceutical company focused on discovering and developing novel immunotherapies to lengthen healthspan by disrupting the link between inflammation and age-related diseases, today rep

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2024 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Senior Secured Note Purchase Agreement, dated March 28, 2024, by and between the Company and the Purchaser party thereto

4131-2309-9215.4 EXHIBIT 10.1 HCW BIOLOGICS INC. SENIOR SECURED NOTE PURCHASE AGREEMENT This Senior Secured Note Purchase Agreement (this “Agreement”) is made as of March 28, 2024 (the “Closing Date”) by and between HCW Biologics Inc., a Delaware corporation (the “Company”), and each of the purchasers listed on Exhibit B attached to this Agreement (each a “Purchaser” and together the “Purchasers”)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40591 HCW Biolo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-4

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

Exhibit 10.5 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL. FORM OF COMMON STOCK SUBSCRIPTION AGREEMENT THIS COMMON STOCK SUBSCRIPTION AGREEMENT (this "Agreement") is made as of the date set forth on the signature page hereof between HCW BIOLOGICS INC.,

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 03, 2024 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2024 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40591 HCW Biologics I

Form of Escrow Agreement, dated March 28, 2024, by and between the Company, Escrow Agent and Noteholder party thereto

Exhibit 10.20 FORM OF ESCROW AGREEMENT THIS ESCROW AGREEMENT dated as of March 28, 2024 (as the same may be amended, supplemented and/or otherwise modified from time to time ( the “Escrow Agreement”), is made and entered into by and among the Noteholders listed on “Exhibit A” attached to this Escrow Agreement as secured parties (collectively the “Noteholders”),HCW BIOLOGICS INC., a Delaware Corpor

HCW Biologics Inc. Compensation Recovery Policy

Exhibit 97.1 HCW BIOLOGICS INC. COMPENSATION RECOVERY POLICY (Adopted and approved on October 25, 2023 and effective as of October 25, 2023) 1. Purpose HCW Biologics Inc. (the “Company”) is committed to promoting high standards of honest and ethical business conduct and compliance with applicable laws, rules and regulations. As part of this commitment, the Company has adopted this Compensation Rec

HCW Biologics Reports Fourth Quarter 2023 and Fiscal Year End Financial Results And Business Highlights

Exhibit 99.1 HCW Biologics Reports Fourth Quarter 2023 and Fiscal Year End Financial Results And Business Highlights Miramar, FL – April 1, 2024 – HCW Biologics Inc. (the “Company” or “HCW Biologics”) (NASDAQ: HCWB), a clinical-stage biopharmaceutical company focused on discovering and developing novel immunotherapies to lengthen healthspan by disrupting the link between inflammation and age-relat

Form of Pledge Agreement, dated March 28, 2024, by and between the Company, Escrow Agent and Noteholder party thereto

Exhibit 10.19 FORM OF PLEDGE AGREEMENT This PLEDGE AGREEMENT, dated as of March 28, 2024 (as the same may be amended, supplemented and/or otherwise modified from time to time, this “Agreement”), is entered into by and between HCW BIOLOGICS INC., a Delaware Corporation (“Grantor”), Mercedes M. Sellek, P.A., a Florida corporation (together with its assigns, the “Escrow Agent”),and the other Notehold

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 01, 2024 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission File

Form of Senior Secured Note Purchase Agreement, dated March 28, 2024, by and between the Company and the Purchaser party thereto

Exhibit 10.17 FORM OF SENIOR SECURED NOTE PURCHASE AGREEMENT This Senior Secured Note Purchase Agreement (this “Agreement”) is made as of March 28, 2024 (the “Closing Date”) by and between HCW Biologics Inc., a Delaware corporation (the “Company”), and each of the purchasers listed on Exhibit B attached to this Agreement (each a “Purchaser” and together the “Purchasers”). RECITALS The Company desi

Form of Senior Secured Promissory Note, dated March 28, 2024, by and between the Company and the Holder party thereof

Exhibit 10.18 FORM OF SENIOR SECURED PROMISSORY NOTE THE SECURITIES REFERENCED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2024 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission Fi

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

Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL. FORM OF COMMON STOCK SUBSCRIPTION AGREEMENT THIS COMMON STOCK SUBSCRIPTION AGREEMENT (this "Agreement") is made as of the date set forth on the signature page hereof between HCW BIOLOGICS INC.,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported):January 12, 2024 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission File

HCW Biologics Reports Third Quarter 2023 Financial Results And Recent Business Highlights

Exhibit 99.1 HCW Biologics Reports Third Quarter 2023 Financial Results And Recent Business Highlights Miramar, FL – November 14, 2023 – HCW Biologics Inc. (the “Company” or “HCW Biologics”) (NASDAQ: HCWB), a clinical-stage biopharmaceutical company focused on discovering and developing novel immunotherapies to lengthen healthspan by disrupting the link between inflammation and age-related disease

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40591 HCW B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2023 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission Fi

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 29, 2023 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2023 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40591 HCW Biolog

HCW Biologics Reports Second Quarter 2023 Financial Results And Recent Business Highlights

Exhibit 99.1 HCW Biologics Reports Second Quarter 2023 Financial Results And Recent Business Highlights Miramar, FL – August 11, 2023 – HCW Biologics Inc. (the “Company” or “HCW Biologics”) (NASDAQ: HCWB), a clinical-stage biopharmaceutical company focused on discovering and developing novel immunotherapies to lengthen healthspan by disrupting the link between inflammation and age-related diseases

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2023 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2023 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2023 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission File N

HCW Biologics Reports First Quarter 2023 Financial Results And Recent Business Highlights

Exhibit 99.1 HCW Biologics Reports First Quarter 2023 Financial Results And Recent Business Highlights Miramar, FL – May 9, 2023 – HCW Biologics Inc. (the “Company” or “HCW Biologics”) (NASDAQ: HCWB), a clinical-stage biopharmaceutical company focused on discovering and developing novel immunotherapies to lengthen healthspan by disrupting the link between inflammation and age-related diseases, tod

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 09, 2023 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40591 HCW Biolo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 ny20007728x2defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission On

Development Line of Credit Agreement, dated as of April 20, 2023 by and between Prime Capital Ventures, LLC and HCW Biologics Inc.

DEVELOPMENT LINE OF CREDIT AGREEMENT between PRIME CAPITAL VENTURES, LLC as Lender and HCW Biologics Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2023 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 ny20007728x1def14a.htm DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2023 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40591 HCW Biologics I

HCW Biologics Reports Fourth Quarter and Full Year 2022 Financial Results And Recent Business Highlights

Exhibit 99.1 HCW Biologics Reports Fourth Quarter and Full Year 2022 Financial Results And Recent Business Highlights Miramar, FL – March 28, 2023 – (GLOBE NEWSWIRE) - HCW Biologics Inc. (the “Company” or “HCW Biologics”) (NASDAQ: HCWB), a clinical-stage biopharmaceutical company focused on discovering and developing novel immunotherapies to lengthen healthspan by disrupting the link between chron

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 06, 2022 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40591 HCW B

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

EXHIBIT 10.1 LOAN AGREEMENT THIS LOAN AGREEMENT ("Agreement") dated the 15th day of August, 2022 (the "Closing Date"), by and between HCW BIOLOGICS INC., a Delaware corporation, whose mailing address is 2929 North Commerce Parkway, Miramar, Florida 33025 (the "Borrower") and COGENT BANK, a State Chartered Bank, whose address is 420 South Orange Avenue, Suite 150, Orlando, Florida 32801 (the "Lende

HCW Biologics Reports Third Quarter 2022 Financial Results And Recent Business Highlights

Exhibit 99.1 HCW Biologics Reports Third Quarter 2022 Financial Results And Recent Business Highlights Miramar, FL – November 7, 2022 – (GLOBE NEWSWIRE) - HCW Biologics Inc. (the “Company” or “HCW Biologics”) (NASDAQ: HCWB), a clinical-stage biopharmaceutical company focused on discovering and developing novel immunotherapies to lengthen healthspan by disrupting the link between chronic, low-grade

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 07, 2022 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission Fi

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

EXHIBIT 10.2 THIS DOCUMENT PREPARED BY: [***] Winderweedle, Haines, Ward & Woodman, P.A. Post Office Box 880 Winter Park, Florida 32790-0880 MORTGAGE AND SECURITY AGREEMENT ("Mortgage") THIS MORTGAGE AND SECURITY AGREEMENT (the "Mortgage"), made as of the 15th day of August, 2022, between HCW BIOLOGICS INC., a Delaware corporation, whose mailing address is 2929 North Commerce Parkway, Miramar, Flo

August 25, 2022

August 25, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Conlon Danberg Re: HCW Biologics Inc. Registration Statement on Form S-3 File No. 333-266991 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, HCW Biologics Inc. (the ?Company?) hereby reques

Filing Fee Table

Exhibit 107 Calculation of Fee Filing Tables Form S-3 (Form Type) HCW Biologics Inc.

Form of Indenture

Exhibit 4.2 HCW BIOLOGICS INC. AND , as Trustee INDENTURE Dated as of Debt Securities Reconciliation and tie between Trust Indenture Act of 1939, as amended, and the Indenture Trust Indenture Act Section Indenture Section ?310(a)(1) 6.8 (a)(2) 6.8 (b) 6.9 ?312(a) 7.1 (b) 7.2 (c) 7.2 ?313(a) 7.3 (b)(2) 7.3 (c) 7.3 (d) 7.3 ?314(a) 7.4 (c)(1) 1.2 (c)(2) 1.2 (e) 1.2 ?316(a) (last sentence) 1.1 (a)(1)(

As filed with the Securities and Exchange Commission on August 19, 2022

Table of Contents As filed with the Securities and Exchange Commission on August 19, 2022 Registration No.

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

Exhibit 1.2 HCW Biologics Inc. Common Stock ($0.0001 par value per share) Capital on Demand? Sales Agreement August 19, 2022 JonesTrading Institutional Services LLC 211 E. 43rd Street, 15th Floor New York, NY 10017 Ladies and Gentlemen: HCW Biologics Inc., a Delaware corporation (the ?Company?), confirms its agreement (this ?Agreement?) with JonesTrading Institutional Services LLC (the ?Agent?), a

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2022 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40591 HCW Biolog

HCW Biologics Reports Second Quarter 2022 Financial Results And Recent Business Highlights

Exhibit 99.1 HCW Biologics Reports Second Quarter 2022 Financial Results And Recent Business Highlights Miramar, FL ? August 12, 2022 ? (GLOBE NEWSWIRE) - HCW Biologics Inc. (the ?Company? or ?HCW Biologics?) (NASDAQ: HCWB), a clinical-stage biopharmaceutical company focused on discovering and developing novel immunotherapies to lengthen healthspan by disrupting the link between chronic, low-grade

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2022 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission File

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

EXHIBIT 10.1 CERTAIN INFORMATION IDENTIFIED BY BRACKETED ASTERISKS ([***]) HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED PURCHASE AND SALE AGREEMENT between WAI 3300 CORPORATE WAY, LLC and HCW BIOLOGICS INC. dated as of May 27 , 2022 PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT (this "Agreement")

U.S. Patent Issued to HCW Biologics for Foundational Platform Technology Issued Claims for Single-Chain Chimeric Polypeptide and Composition Claims for Lead Product Candidate, HCW9302

Exhibit 99.1 U.S. Patent Issued to HCW Biologics for Foundational Platform Technology Issued Claims for Single-Chain Chimeric Polypeptide and Composition Claims for Lead Product Candidate, HCW9302 Miramar, FL ? August 3, 2022 ? HCW Biologics Inc. (the ?Company?) NASDAQ: HCWB), a clinical-stage biopharmaceutical company focused on discovering and developing novel immunotherapies to lengthen healths

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 03, 2022 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission File

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2022 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission File N

1

Exhibit 99.1 U of M begins Phase I of first-in-human clinical trial for advanced solid tumor cancers MINNEAPOLIS, MN - May 19, 2022 - Physicians and scientists at the University of Minnesota have opened a new solid tumor cancer clinical trial and have treated their first patient with HCW9218, an injectable, bifunctional immunotherapeutic, developed by HCW Biologics Inc (NASDAQ: HCWB). This Phase I

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2022 HCW BIOLOGICS INC. (Exact name of registrant as specified in its charter) Delaware 001-40591 82-5024477 (State or other jurisdiction of incorporation or organization) (Co

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2022 HCW Biologics Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40591 82-5024477 (State or Other Jurisdiction of Incorporation) (Commission File Nu

HCW Biologics Reports First Quarter 2022 Financial Results And Recent Business Highlights

Exhibit 99.1 HCW Biologics Reports First Quarter 2022 Financial Results And Recent Business Highlights Miramar, FL ? May 13, 2022 ? (GLOBE NEWSWIRE) - HCW Biologics Inc. (the ?Company? or ?HCW Biologics?) (NASDAQ: HCWB), a biopharmaceutical company focused on discovering and developing novel immunotherapies to lengthen health span by disrupting the link between chronic, low-grade inflammation and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40591 HCW Biolo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 d301574ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Com

Description of Securities

Exhibit 4.2 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description summarizes the most important terms of our securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), certain securities convertible into such registered securities, and some of the provi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40591 HCW Biologics I

HCW Biologics Reports Fourth Quarter and Full Year 2021 Financial Results and Business Highlights for 2021 $56 Million IPO Completed in July 2021 Expected to Fund Operating Expenses through 2023 FDA Clearance for Initial Clinical Trials in Two Diffic

Exhibit 99.1 HCW Biologics Reports Fourth Quarter and Full Year 2021 Financial Results and Business Highlights for 2021 $56 Million IPO Completed in July 2021 Expected to Fund Operating Expenses through 2023 FDA Clearance for Initial Clinical Trials in Two Difficult-to-Treat Cancer Indications Publication of Three Pivotal Scientific Papers in Peer-Reviewed Journals Miramar, FL ? March 28, 2021 ? H

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2022 HCW BIOLOGICS INC. (Exact name of registrant as specified in its charter) Delaware 001-40591 82-5024477 (State or other jurisdiction of incorporation or organization) (

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2022 HCW BIOLOGICS INC. (Exact name of registrant as specified in its charter) Delaware 001-40591 82-5024477 (State or other jurisdiction of incorporation or organization)

Masonic Cancer Center at the University of Minnesota Receives FDA Clearance to Proceed with Phase 1 Clinical Trial in Solid Tumors for HCW9218, HCW Biologics’ Novel Bifunctional Fusion Protein UM cleared to proceed with clinical trial to evaluate HCW

Exhibit 99.1 Masonic Cancer Center at the University of Minnesota Receives FDA Clearance to Proceed with Phase 1 Clinical Trial in Solid Tumors for HCW9218, HCW Biologics? Novel Bifunctional Fusion Protein UM cleared to proceed with clinical trial to evaluate HCW9218 in various advanced solid tumors, such as breast, ovarian, prostate and colorectal cancers Miramar, FL ? January 24, 2022 ? HCW Biol

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2021 HCW BIOLOGICS INC. (Exact name of registrant as specified in its charter) Delaware 001-40591 82-5024477 (State or other jurisdiction of incorporation or organization

HCW Biologics Reports Third Quarter Financial Results and Recent Business Highlights

Exhibit 99.1 HCW Biologics Reports Third Quarter Financial Results and Recent Business Highlights Miramar, FL ? November 12, 2021 ? (GLOBE NEWSWIRE) ? HCW Biologics Inc. (the ?Company? or ?HCW Biologics?) (NASDAQ: HCWB), an innovative biopharmaceutical company focused on discovering and developing novel immunotherapies to lengthen health span by disrupting the link between chronic, low-grade infla

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40591 HCW B

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2021 HCW BIOLOGICS INC. (Exact name of registrant as specified in its charter) Delaware 001-40591 82-5024477 (State or other jurisdiction of incorporation or organization)

HCW Biologics Receives FDA Clearance to Proceed with Phase 1b Clinical Trial for Immunotherapeutic HCW9218 for Pancreatic Cancer Company cleared to proceed with first-in-human clinical trial to evaluate HCW9218, Company’s lead product candidate, in r

Exhibit 99.1 HCW Biologics Receives FDA Clearance to Proceed with Phase 1b Clinical Trial for Immunotherapeutic HCW9218 for Pancreatic Cancer Company cleared to proceed with first-in-human clinical trial to evaluate HCW9218, Company?s lead product candidate, in refractory, advanced/metastatic pancreatic cancer Miramar, FL ? October 28, 2021 ? HCW Biologics Inc. (the ?Company?) (NASDAQ: HCWB), a bi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 27, 2021 HCW BIOLOGICS INC. (Exact name of registrant as specified in its charter) Delaware 001-40591 82-5024477 (State or other jurisdiction of incorporation or organization)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

HCW Biologics Reports Second Quarter Financial Results and Recent Business Highlights

Exhibit 99.1 HCW Biologics Reports Second Quarter Financial Results and Recent Business Highlights Miramar, FL ? August 13, 2021 ? HCW Biologics Inc. (the ?Company?) (NASDAQ: HCWB), an innovative biopharmaceutical company focused on discovering and developing novel immunotherapies to lengthen health span by disrupting the link between chronic, low-grade inflammation and age-related diseases, today

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2021 HCW BIOLOGICS INC. (Exact name of registrant as specified in its charter) Delaware 001-40591 82-5024477 (State or other jurisdiction of incorporation or organization)

LAZR / Luminar Technologies, Inc. Class A / Wong Hing C - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D 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) 40423R 105 (CUSIP Number) Hing C Wong, Ph.D. HCW Biologics Inc. 2929 N. Commerce Parkway Miramar, FL 33025 (954) 842-2024 (Name, Address and Telephone Number of Per

Amended and Restated Bylaws

Exhibit 3.2 HCW BIOLOGICS INC. (a Delaware corporation) RESTATED BYLAWS As Adopted June 19, 2021 and As Effective July 22, 2021 TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1 1.1 Annual Meetings 1 1.2 Special Meetings 1 1.3 Notice of Meetings 1 1.4 Adjournments 2 1.5 Quorum 2 1.6 Organization 2 1.7 Voting; Proxies 3 1.8 Fixing Date for Determination of Stockholders of Record 3 1.9 List of Stockho

HCW Biologics Inc. Announces Pricing of $56.0 Million Initial Public Offering

Exhibit 99.1 HCW Biologics Inc. Announces Pricing of $56.0 Million Initial Public Offering MIRAMAR, FL / July 19, 2021 / HCW Biologics Inc. (NASDAQ:HCWB) (the ?Company?), an innovative preclinical stage biopharmaceutical company focused on discovering and developing novel immunotherapies to lengthen health span by disrupting the link between chronic, low-grade inflammation and age-related diseases

HCW Biologics Inc. Announces Closing of $56.0 Million Initial Public Offering

Exhibit 99.2 HCW Biologics Inc. Announces Closing of $56.0 Million Initial Public Offering MIRAMAR, FL / July 22, 2021 / HCW Biologics Inc. (NASDAQ:HCWB) (the ?Company?), an innovative preclinical stage biopharmaceutical company focused on discovering and developing novel immunotherapies to lengthen health span by disrupting the link between chronic, low-grade inflammation and age-related diseases

Amended and Restated Certificate of Incorporation

Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF HCW BIOLOGICS INC. HCW Biologics Inc., a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: A. The name of this corporation is HCW BIOLOGICS INC. Its original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on April 2, 2018 under the name HCW BIO

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

8-K 1 d179831d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 22, 2021 HCW BIOLOGICS INC. (Exact name of registrant as specified in its charter) Delaware 001-40591 82-5024477 (State or other jurisdiction of incorpor

7,000,000 Shares Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-256510 and 333-258025 PROSPECTUS 7,000,000 Shares Common Stock This is the initial public offering of common stock of HCW Biologics Inc. Prior to this offering, there has been no public market for our common stock. The initial public offering price is $8.00 per share. Our common stock has been approved for listing on the Nasd

As filed with the Securities and Exchange Commission on July 21, 2021

As filed with the Securities and Exchange Commission on July 21, 2021 Registration No.

As filed with the Securities and Exchange Commission on July 19, 2021

As filed with the Securities and Exchange Commission on July 19, 2021 Registration No.

2929 N Commerce Parkway Miramar, FL 33025

2929 N Commerce Parkway Miramar, FL 33025 July 16, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Abby Adams Laura Crotty Re: HCW Biologics Inc. Registration Statement on Form S-1 File No. 333-256510 REQUEST FOR ACCELERATION OF EFFECTIVENESS Acceleration Request Requested Date: July 19, 2021 Requested Time: 4:0

EF Hutton, Division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022

EF Hutton, Division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022 July 16, 2021 VIA EDGAR U.

2929 N Commerce Parkway Miramar, FL 33025

2929 N Commerce Parkway Miramar, FL 33025 July 15, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Abby Adams Laura Crotty Re: HCW Biologics Inc. Registration Statement on Form S-1 File No. 333-256510 Ladies and Gentlemen: HCW Biologics Inc. hereby withdraws its request that the Securities and Exchange Commissio

EF Hutton, Division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022

EF Hutton, Division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022 July 13, 2021 VIA EDGAR U.

2929 N Commerce Parkway Miramar, FL 33025

2929 N Commerce Parkway Miramar, FL 33025 July 13, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Abby Adams Laura Crotty Re: HCW Biologics Inc. Registration Statement on Form S-1 File No. 333-256510 REQUEST FOR ACCELERATION OF EFFECTIVENESS Acceleration Request Requested Date: July 15, 2021 Requested Time: 4:0

Novel Immunotherapeutics for Cancer and Other Age-Associated Diseases July 2021 Issuer Free Writing Prospectus Filed Pursuant to Rule 433 of the Securities Act of 1933, as amended dated July 12, 2021 File No. 333-256510

Novel Immunotherapeutics for Cancer and Other Age-Associated Diseases July 2021 Issuer Free Writing Prospectus Filed Pursuant to Rule 433 of the Securities Act of 1933, as amended dated July 12, 2021 File No.

Form of Underwriting Agreement.

Exhibit 1.1 UNDERWRITING AGREEMENT between HCW BIOLOGICS INC. and EF HUTTON DIVISION OF BENCHMARK INVESTMENTS, LLC AS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS -1- HCW BIOLOGICS INC. UNDERWRITING AGREEMENT New York, New York [ ], 2021 EF Hutton Division of Benchmark Investments, LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 17 Battery Place, Suite 625 New Y

As filed with the Securities and Exchange Commission on July 9, 2021.

Table of Contents As filed with the Securities and Exchange Commission on July 9, 2021.

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HCW BIOLOGICS, INC. (Exact name of registrant as specified in its charter) Delaware 82-5024477 (State or other jurisdiction of incorporation) (IRS Employer Identification Number) 2929 N Commerce Pa

2021 Equity Incentive Plan and forms of agreement thereunder

Exhibit 10.4 HCW BIOLOGICS INC. 2021 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are (a) to attract and retain the best available personnel to ensure the Company?s success and accomplish the Company?s goals; (b) to incentivize Employees, Directors and Independent Contractors with long-term equity-based compensation to align their interests with the Company?s stockholde

Amended and Restated Certificate of Incorporation of the Registrant, as amended and currently in effect.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HCW BIOLOGICS INC. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HCW BIOLOGICS INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) HCW BIOLOGICS INC., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (t

Novel Immunotherapeutics for Cancer and Other Age-Associated Diseases July 2021 Issuer Free Writing Prospectus Filed Pursuant to Rule 433 of the Securities Act of 1933, as amended dated July 7, 2021 File No. 333-256510

Novel Immunotherapeutics for Cancer and Other Age-Associated Diseases July 2021 Issuer Free Writing Prospectus Filed Pursuant to Rule 433 of the Securities Act of 1933, as amended dated July 7, 2021 File No.

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

Exhibit 10.13 HCW Biologics Inc. 2929 North Commerce Parkway Miramar, Florida 33025 June 18, 2021 PERSONAL AND CONFIDENTIAL Hing C. Wong Re: Employment Agreement Dear Hing: It gives me great pleasure to offer you (the ?Employee?) continued employment with HCW Biologics Inc. (the ?Company?) in the position of Chief Executive Officer. As of the Effective Date (as defined below), this letter agreemen

As filed with the Securities and Exchange Commission on July 7, 2021.

Table of Contents As filed with the Securities and Exchange Commission on July 7, 2021.

Master Services Agreement, dated March 14, 2019 between the Registrant and EirGenix, Inc.

Exhibit 10.12 CERTAIN INFORMATION IDENTIFIED BY BRACKETED ASTERISKS ([***]) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. MASTER SERVICES AGREEMENT This Master Services Agreement (the ?Agreement?) is made effective as of 2019/03/14 (?Effective Date?), by and between EirGenix, Inc. (?EirGenix?), a corporation w

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

Exhibit 10.6 HCW Biologics Inc. 2929 North Commerce Parkway Miramar, Florida 33025 July 6, 2021 PERSONAL AND CONFIDENTIAL Peter Rhode [***] Re: Employment Agreement Dear Peter: It gives me great pleasure to offer you (the ?Employee?) continued employment with HCW Biologics Inc. (the ?Company?) in the position of Chief Scientific Officer and Vice President of Clinical Operations. As of the Effectiv

Form of Amended and Restated Certificate of Incorporation of the Registrant, to be effective following the completion of this offering.

Exhibit 3.2 RESTATED CERTIFICATE OF INCORPORATION OF HCW BIOLOGICS INC. HCW Biologics Inc., a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: A. The name of this corporation is HCW BIOLOGICS INC. Its original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on April 2, 2018 under the name HCW BIO

Executive Incentive Bonus Plan

Exhibit 10.11 HCW BIOLOGICS INC. EXECUTIVE INCENTIVE BONUS PLAN 1. PURPOSE The purpose of the HCW Biologics Inc. Executive Incentive Bonus Plan (as amended from time to time, the ?Plan?) is to motivate and reward eligible employees for their contributions toward the achievement of certain Performance Goals (as defined below) by HCW Biologics Inc. (together with any of its Affiliates, the ?Company?

Specimen Stock Certificate

Exhibit 4.1 Exhibit 4.1 NUMBER HCW INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SHARES CUSIP 40423R 10 5 SEE REVERSE FOR CERTAIN DEFINITIONS AND LEGENDS This certifies that is the record holder of FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.0001 PAR VALUE PER SHARE, OF HCW BIOLOGICS INC. transferable on the books of the Corporation in person or by duly authorized attorney upon

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

EX-10.1 4 d39345dex101.htm EX-10.1 Exhibit 10.1 HCW BIOLOGICS INC. [FORM OF] INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is made as of [Date], by and between HCW Biologics Inc., a Delaware corporation (the “Company”), and [Director Name] (“Indemnitee”). RECITALS The Company and Indemnitee recognize the increasing difficulty in obtaining liability insurance for direc

Non-Employee Director Compensation Policy.

Exhibit 10.8 HCW BIOLOGICS INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY The Board of Directors of HCW Biologics Inc. (the ?Company?) has approved the following Non-Employee Director Compensation Policy (this ?Policy?) which establishes compensation to be paid to non-employee directors of the Company, effective as of the closing of the Company?s initial public offering of common stock (the ?Effec

Form of Amended and Restated Bylaws of the Registrant, to be effective following the completion of this offering.

Exhibit 3.4 HCW BIOLOGICS INC. (a Delaware corporation) RESTATED BYLAWS As Adopted [?], 2021 and As Effective [?], 2021 TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1 1.1 Annual Meetings 1 1.2 Special Meetings 1 1.3 Notice of Meetings 1 1.4 Adjournments 2 1.5 Quorum 2 1.6 Organization 2 1.7 Voting; Proxies 3 1.8 Fixing Date for Determination of Stockholders of Record 3 1.9 List of Stockholders En

June 15, 2021

CORRESP 1 filename1.htm June 15, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Orrick, Herrington & Sutcliffe LLP The Orrick Building 405 Howard Street San Francisco, CA 94105-2669 +1 415 773 5700 orrick.com Attn: Christine Torney Brian Cascio Abby Adams Laura Crotty Re: HCW Biologics Inc. Registration

As filed with the Securities and Exchange Commission on June 15, 2021.

Table of Contents As filed with the Securities and Exchange Commission on June 15, 2021.

Grant date

June 4, 2021 Orrick, Herrington & Sutcliffe LLP The Orrick Building 405 Howard Street San Francisco, CA 94105-2669 +1 415 773 5700 orrick.

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

Exhibit 10.7 HCW Biologics Inc. 2929 North Commerce Parkway Miramar, Florida 33025 October 09, 2019 PERSONAL AND CONFIDENTIAL Rebecca Byam Re: Employment Agreement Dear Rebecca: It gives me great pleasure to offer you the position of Chief Financial Officer. I hope that you find working at HCW Biologics Inc. (the ?Company?) a richly rewarding experience. This letter agreement (this ?Agreement?) se