---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-26-059578"
form_type: "8-K"
ticker: "HCWB"
cik: "0001828673"
company_name: "HCW Biologics Inc."
filed_at: "2026-02-19T23:59:59+00:00"
generated_at: "2026-05-16T01:48:24.528124+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# HCW Biologics prices $1.5M follow-on offering and seeks to reprice existing warrants

## Summary
- Entered securities purchase agreement for follow-on offering of 2,477,292 units at $0.6055 per unit.
- Gross proceeds of approximately $1.5 million before fees and expenses.
- Common warrants have exercise price of $0.6055 per share, subject to shareholder approval, expire in 5 years.
- Agreed to seek shareholder approval to reduce exercise price of existing warrants from $2.41 to $0.6055 per share.
- Placement agent Maxim Group LLC will receive a cash fee equal to 6.9% of gross proceeds.

## SEC filing metadata
- accession: 0001193125-26-059578
- form_type: 8-K
- ticker: HCWB
- cik: 0001828673
- company_name: HCW Biologics Inc.
- filed_at: 2026-02-19T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 7.01, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1828673/000119312526059578/0001193125-26-059578-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1828673/000119312526059578/hcwb-20260217.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-26-059578
- JSON: https://secwatch.observer/filing/0001193125-26-059578.json
- Plain text: https://secwatch.observer/filing/0001193125-26-059578.txt

## Key facts
- Material Agreements
  HCW Biologics Inc. entered into Securities Purchase Agreement with a single institutional investor valued at approximately $1.5 million (effective 2026-02-17).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: a single institutional investor
  - Value: approximately $1.5 million
  - Effective: 2026-02-17
  source text: On February 17, 2026, HCW Biologics Inc. (the “Company”) entered into a securities purchase agreement (“SPA”) with a single institutional investor (the "Purchaser") pursuant to which the Company agreed to offer and sell, in a follow-on public offering (the “Offering”), 2,477,292 units
  evidence_url: https://www.sec.gov/Archives/edgar/data/1828673/000119312526059578/0001193125-26-059578-index.htm
- Material Agreements
  HCW Biologics Inc. entered into Placement Agency Agreement with Maxim Group LLC (effective 2026-02-17).
  - Action: entry
  - Agreement: underwriting
  - Counterparty: Maxim Group LLC
  - Effective: 2026-02-17
  source text: On February 17, 2026, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Maxim Group LLC (“Maxim” or the “Placement Agent”) pursuant to which the Company engaged the Placement Agent as the exclusive placement agent in connection with the Offering.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1828673/000119312526059578/0001193125-26-059578-index.htm
- Material Agreements
  HCW Biologics Inc. entered into Existing Warrants Amendment Agreement with the Purchaser (effective 2026-02-17).
  - Action: entry
  - Counterparty: the Purchaser
  - Effective: 2026-02-17
  source text: On February 17, 2026, the Company also entered into a privately negotiated agreement with the Purchaser, which holds certain existing outstanding warrants to purchase up to 3,020,410 shares of Common Stock (the “Prior Warrants”) to seek stockholder approval in accordance with applicable Nasdaq rules to reduce the exercise price of such Prior Warrants to the public offering price per Unit paid in the Offering (the “Existing Warrants Amendment Agreement”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1828673/000119312526059578/0001193125-26-059578-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.