{"url_path":"/sec/hcwb/10-q/2026/item-1","section_key":"item-1","section_title":"Item 1 Legal Proceedings.**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1828673/0001493152-26-023131-index.html","accession_number":"0001493152-26-023131","cik":"0001828673","ticker":"HCWB","issuer_name":"HCW Biologics Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1828673/0001493152-26-023131-index.html","primary_entity_key":"0001828673","primary_entity_name":"HCW Biologics Inc."},"word_count":1331,"has_tables":true,"body_markdown":"**Item\n1. Legal Proceedings.**\n\n \n\nFrom\ntime to time, the Company is a party to or otherwise involved in legal proceedings, including suits, assessments, regulatory actions\nand investigations generally arising out of the normal course of business. Such proceedings can be costly, time consuming, and unpredictable.\nTherefore, no assurance can be given on the outcome of any proceeding or the potential impact on our results of operations or financial\ncondition.\n\n \n\nThe\nlegal matters included in our Annual Report continue to apply to us and describe risks and uncertainties that could cause actual\nresults to differ materially from the results expressed or implied by the forward-looking statements contained in this Quarterly\nReport. Additional facts not presently known to us or that we currently deem immaterial may also impair our business, financial\ncondition and results of operations.\n\n \n\nOn\nJuly 18, 2024, we announced that, as of July 13, 2024, we and Dr. Hing C. Wong, our Founder and Chief Executive Officer, entered into\na confidential Settlement Agreement and Release (the “Settlement Agreement”) with Altor BioScience, LLC (“Altor”),\nNantCell, Inc. (“NantCell”), and ImmunityBio, Inc. (the parent of Altor and NantCell, together with Altor and NantCell, “ImmunityBio”),\nto resolve the previously disclosed Arbitration. The Arbitration and related Complaint were dismissed with prejudice on or about December\n24, 2024. The Company retains ownership and control of the TOBITM platform and TOBI-based molecules, with no restrictions\nunder the Settlement Agreement on our ability to use the TOBITM platform for protein-fusion molecules for non-oncology indications.\nWe have rights to pursue oncology indications, in particular using HCW9302, HCW9206 and HCW9201. Further, the Company retains ownership\nof the Wugen license and shares of Wugen common stock transferred to the Company as the upfront licensing fee from Wugen for granting\nthe Wugen license. For our molecule, HCW9218, we maintain the exclusive rights for clinical development and use of HCW9218 in the treatment\nof all non-oncological diseases. We retain ownership of our lead molecule, HCW9302, which expands Treg cells and is designed\nto treat autoimmune diseases and other proinflammatory diseases, including cancer, and the ownership of HCW9206, a preclinical molecule\nwhich we are developing for the treatment of cancer and other age-related diseases. The Company agreed to provide ImmunityBio with a\nright of first refusal to enter a licensing agreement for oncology indications for HCW9206. We have no restrictions on the development\nof HCW9206 for our own clinical development activities, including oncology indications. Under the terms of the Settlement Agreement,\nImmunityBio will own the cell line and supply for HCW9218, and the parties agreed that within six months from the date of the Settlement\nAgreement they will enter into a supply agreement providing the Company with a continuing supply of HCW9218 molecules. The Company also\nretains *in vivo*rights to HCW9201, a combination of IL-12, IL-15, and IL-18 in a single protein complex which is designed to stimulate\nactivation and proliferation signals in human NK cells. The Company retains ownership of the cell lines for HCW9302, HCW9206 and HCW9201,\nand thus will retain independent control over manufacturing and supply for these compounds.\n\n* *\n\nAs\nthe Company reported in a Form 8-K, on April 17, 2025, the Company received a summons and a copy of a complaint filed by BE&K in\nthe Circuit Court of the 17th Judicial Circuit in and for Broward County, Florida (the “BE&K Complaint”). Other Defendants\nnamed in the BE&K Complaint who are subcontractors elected to filed counterclaims and cross-claims in response thereto. To our knowledge\nas of the date hereof, Cogent Bank, also named as a Defendant in the BE&K Complaint, has not elected to take legal action at this\ntime. In addition, on April 28, 2025, the Company received a summons and a copy of a complaint filed by Fisk Electric Company (which\nis a defendant in the BE&K Litigation) in the Circuit Court of the 17th Judicial Circuit in and for Broward County, Florida (the\n“Fisk Complaint”) against the Company, BE&K, and the other defendants in the BE&K Complaint. On August 8, 2025, B&I\nContractors, Inc. (“B&I”), one of the defendants in the BE&K Complaint, filed a motion for summary judgment (the\n“MSJ”) as to the Count I (Foreclosure of Construction Lien). The Company has responded to the BE&K and Fisk Complaints\nand cross-claims as well as the B&I MSJ. The cases were consolidated, and a Case Management conference was held. On February 19,\n2026, a stipulation was submitted to the Court in connection with settlement and release agreement between the Company and B&I, calling for payment\nof $860,000 in total installments in settlement of amounts owed and an allowance for interest and other fees the last installment\nof which is payable on or before May 31, 2026. The remaining parties are engaged in discovery and the court set the case for trial in\nearly December 2026.\n\n \n\nOn\nOctober 24, 2025, the Company was notified by Cogent Bank that it exercised its discretion to make a demand that the Company cure the\nDefaults no later than thirty (30) days after receipt of this letter in strict compliance with Section 7.2(3) of the Loan Agreement by:\n(i) paying and discharging all of the Claims of Lien and causing satisfactions to be recorded in the Public Records of Broward County,\nFlorida for all of the Claims of Lien, and (ii) resolving all litigation against the Borrower and the mortgaged property described in\nthe Mortgage and causing such claims in the Foreclosure Actions to be dismissed and all related notices of lis pendens to be released.\nThe Company and Cogent Bank have had negotiations attempting to come to terms on a forbearance agreement to provide additional time for\nthe Company to comply with the demands Cogent Bank made in the demand letter.\n\n \n\n34\n\n \n\n \n\nThe\nCompany entered into the Settlement Agreement to avoid the costs, disruption and distraction of further litigation. On December 30, 2025,\nthe Company entered a settlement agreement with Cooley LLP (“Cooley”) related to the remaining balance of $7.5 million still\noutstanding for the payment of legal fees incurred in connection the defense of Dr. Hing C. Wong, the Company’s Founder and Chief\nExecutive Officer. As a result of that agreement, the Company, Dr. Wong and Cooley agreed to settle a $7.5 million obligation for $2.0\nmillion in cash and contingent payments up to $5.5 million upon achievement of certain triggering events, all of which were deemed to\nbe remote as of March 31, 2026. In accordance with the terms of the settlement agreement, $500,000 was paid on December 31, 2025. Based\non amendments to the settlement agreement, the Company paid $750,000 on March 20, 2026, and will pay the remaining $750,000 upon the\nearlier of the completion of a financing for at least $4.0 million in gross proceeds or August 31, 2026. As of December 31, 2025 and\nMarch 31, 2026, the Company reported a liability of $6.2 million and $5.4 million, respectively, for remaining amounts owed for legal\nfees related to the Arbitration which continue to remain outstanding.\n\n \n\nOn\nDecember 9, 2025, the Company entered into a settlement agreement with its contract development and manufacturing organization, EirGenix,\nInc. (“EirGenix”). Outstanding obligations owed to EirGenix Inc. related to manufacturing costs were $1.7 million. The parties\nagreed to reduce this amount to $1.2 million if the amount was paid in full by April 30, 2026. The Company paid $620,000 on March 3,\n2026. On May 13, 2026, The Company was granted an extension for the repayment of the remaining $620,000 to May 26, 2026,\nunder the condition that the balance amount will need to be re-settled to reflect the additional costs associated with legal attorney\nand interest loss through the extension date.\n\n \n\nOn\nFebruary 19, 2026, a stipulation was submitted to the Court in connection with a settlement and release agreement between the Company and B&I, calling\nfor payment of $860,000 in total installments in settlement of amounts owed and an allowance for interest and other fees the last\ninstallment of which is payable on or before May 31, 2026."}