--- schema_version: "secwatch.filing_event.v1" accession: "0001493152-26-028699" form_type: "8-K" ticker: "HCWB" cik: "0001828673" company_name: "HCW Biologics Inc." filed_at: "2026-06-15T20:30:16+00:00" generated_at: "2026-06-15T20:31:32.151637+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.4 calibrated_materiality_score: 0.4 confidence: "high" source: SEC EDGAR --- # HCW Biologics shareholders approve reverse stock split and warrant issuances at annual meeting ## Summary - Stockholders elected Lisa M. Giles and Rick S. Greene as Class II directors for three-year terms. - Ratified Crowe LLP as independent auditor for FY2026 with 2,536,919 for, 1,748 against. - Approved reverse stock split in range 1:5 to 1:20 to maintain Nasdaq listing. - Approved issuance of up to 2,477,292 shares upon exercise of Common Warrants at $0.6055. - Approved repricing of 3,020,410 existing warrants to $0.6055 per share exercise price. ## SEC filing metadata - accession: 0001493152-26-028699 - form_type: 8-K - ticker: HCWB - cik: 0001828673 - company_name: HCW Biologics Inc. - filed_at: 2026-06-15T20:30:16+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.4 - calibrated_materiality_score: 0.4 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1828673/000149315226028699/0001493152-26-028699-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1828673/000149315226028699/form8-k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-26-028699 - JSON: https://secwatch.observer/filing/0001493152-26-028699.json - Plain text: https://secwatch.observer/filing/0001493152-26-028699.txt ## Key facts - Shareholder Votes HCW Biologics Inc. shareholders approved Approval of repricing of Existing Warrants under Nasdaq Listing Rule 5635(d) at the 2026-06-15 meeting. - Outcome: passed - Meeting: 2026-06-15 source text: 5. The Company’s stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d), the repricing of certain warrants issued on November 20, 2025 to purchase up to 3,020,410 shares of our Common Stock pursuant to that certain Existing Warrants Amendment Agreement, dated February 17, 2026, to reduce the exercise price of the Existing Warrants to $0.6055 per share, and to approve the issuance of shares of our Common Stock upon exercise of the Existing Warrants as so amended. For Against Abstain Broker Non-Votes 1,083,864 251,605 23,095 1,189,957 evidence_url: https://www.sec.gov/Archives/edgar/data/1828673/000149315226028699/0001493152-26-028699-index.htm - Shareholder Votes HCW Biologics Inc. shareholders approved Approval of amendment to certificate of incorporation to implement one or more reverse stock splits at the 2026-06-15 meeting. - Proposal: reverse split - Outcome: passed - Meeting: 2026-06-15 source text: 3. The Company’s stockholders approved an amendment to the Company’s certificate of incorporation on or before the one (1) year anniversary of the Annual Meeting, to implement one or more reverse stock splits of the outstanding shares of the Company’s common stock, par value $0.0001 per share (our “Common Stock”) (as necessary to maintain a listing of our Common Stock on The Nasdaq Stock Market LLC (“Nasdaq”)) in an aggregate range from one-for-five (1:5) up to one-for-twenty (1:20). For Against Abstain Broker Non-Votes 2,231,771 258,125 58,625 — evidence_url: https://www.sec.gov/Archives/edgar/data/1828673/000149315226028699/0001493152-26-028699-index.htm - Shareholder Votes HCW Biologics Inc. shareholders approved Approval of issuance of shares upon exercise of Common Warrants under Nasdaq Listing Rule 5635(d) at the 2026-06-15 meeting. - Outcome: passed - Meeting: 2026-06-15 source text: 4. The Company’s stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of our Common Stock upon exercise of up to 2,477,292 Common Stock Purchase Warrants (the “Common Warrants”) issued pursuant to that certain Securities Purchase Agreement, dated February 17, 2026, entered into in connection with the Company’s follow-on public offering of Units, consisting of one share of Common Stock purchased for $0.6055 and one Common Warrant which may be exercised to purchase one share of Common Stock for $0.6055 per share.. For Against Abstain Broker Non-Votes 1,102,910 233,136 22,518 1,189,957 evidence_url: https://www.sec.gov/Archives/edgar/data/1828673/000149315226028699/0001493152-26-028699-index.htm - Shareholder Votes HCW Biologics Inc. shareholders approved Ratification of Crowe LLP as independent registered public accounting firm for fiscal year 2026 at the 2026-06-15 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2026-06-15 source text: 2. The Company’s stockholders ratified the appointment of Crowe LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026. For Against Abstain Broker Non-Votes 2,536,919 1,748 9,854 — evidence_url: https://www.sec.gov/Archives/edgar/data/1828673/000149315226028699/0001493152-26-028699-index.htm - Shareholder Votes HCW Biologics Inc. shareholders approved Election of Class II Directors at the 2026-06-15 meeting. - Proposal: director election - Outcome: passed - Meeting: 2026-06-15 source text: 1. The Company’s stockholders elected the persons listed below as Class II directors listed in the accompanying proxy statement to serve a three-year term expiring at the 2029 annual meeting of stockholders and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal. Nominee For Withheld Broker Non-Votes Lisa M. Giles 1,127,580 230,984 1,189,957 Rick S. Greene 1,128,039 230,525 1,189,957 evidence_url: https://www.sec.gov/Archives/edgar/data/1828673/000149315226028699/0001493152-26-028699-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.