Corporate Finance

HCW Biologics Signs Agreement for Approximately $1.6 Million Private Placement

HCW Biologics disclosed a July 29 securities purchase agreement to sell 618,682 units to accredited investors, pairing common shares or pre-funded warrants with contingent common-warrant rights.

By Carter Hayes ·

Key takeaways

  • The company disclosed expected gross proceeds of about $1.6 million before offering expenses.
  • The financing covers 218,682 common shares and 400,000 pre-funded warrants, with common warrants contingent on shareholder approval.
  • HCW Biologics said net proceeds are intended for working capital, general corporate purposes and continued clinical development activities.
  • The transaction was structured as an unregistered private placement to accredited investors. The company also agreed to pursue resale registration for the securities involved.

Private placement agreement sets out $1.6 million financing

HCW Biologics Inc. entered into a securities purchase agreement with certain accredited investors on July 29, 2026, covering 618,682 units and expected gross proceeds of approximately $1.6 million before the company’s offering expenses. The agreement was disclosed in a Form 8-K filed with the U.S. Securities and Exchange Commission that day.

Each unit includes either one share of common stock or a pre-funded warrant for one common share. Each unit also includes a right to receive one common-stock purchase warrant, but those warrants can be issued only after the company obtains the required shareholder approval. The securities within the units are to be issued separately and can be separated immediately.

The units containing common shares were priced at $2.585 each. Units containing pre-funded warrants were priced at $2.5849 each. The disclosed structure comprises 218,682 common shares and 400,000 pre-funded warrants.

Proceeds earmarked for corporate and clinical activity

HCW Biologics stated that it intends to direct net proceeds to working capital and general corporate purposes, including ongoing clinical development activities. For businesses assessing the company’s financing position, the transaction provides disclosed capital intended to support operating needs and development work, while the final usable amount will be reduced by offering expenses.

The pre-funded warrants carry an exercise price of $0.0001 per share, may be exercised immediately and remain outstanding until fully exercised. Their terms restrict exercise where it would result in the holder beneficially owning more than 9.99% of the company’s common stock immediately after the exercise.

The company’s founder and chief executive officer, Hing C. Wong, board chairman Scott Garrett, and senior vice president of business development Lee Flowers participated on the same terms as other investors, according to the filing.

Additional warrant issuance awaits shareholder vote

Subject to shareholder approval under Nasdaq Listing Rule 5635(d), investors would receive common warrants covering up to 618,682 common shares in total. If issued after that approval, the warrants would be exercisable at $2.585 per share and would expire five and one-half years after issuance.

Those common warrants would also contain a 4.99% beneficial-ownership cap, which holders may adjust in accordance with the warrant terms. Because the warrants remain subject to the shareholder-approval condition, the filing distinguishes this potential additional equity instrument from the common shares and pre-funded warrants covered by the transaction.

For companies and lenders monitoring equity-linked financing, the structure indicates that the financing includes instruments that could be converted into or exercised for common stock over time, with the common-warrant component not issued unless the required shareholder approval is received.

Company commits to resale-registration process

In a separate registration rights agreement, HCW Biologics agreed to provide certain resale registration rights for the common shares sold in the financing and the shares issuable through the pre-funded and common warrants. The company committed to file an initial registration statement within 15 trading days after the offering closes.

It also agreed to use commercially reasonable efforts to have that registration statement declared effective by the SEC within 60 days after the offering closes. The filing describes this as a future registration-statement obligation rather than confirmation that a registration statement has already been filed or declared effective.

The filing says the sale and issuance at closing rely on the private-placement exemption in Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D. Investors represented that they meet the accredited-investor definition under Rule 501(a).