{"url_path":"/sec/hcwb/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds.**","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":863,"has_tables":true,"body_markdown":"**Item\n2. Unregistered Sales of Equity Securities and Use of Proceeds.**\n\n** **\n\n**Standby\nEquity Line of Credit**\n\n \n\nOn\nFebruary 20, 2025, the Company entered into an equity purchase agreement (the “ELOC Purchase Agreement”) with Square Gate\nCapital Master Fund, LLC – Series 4 (“Square Gate”) pursuant to which, upon the terms and subject to the conditions\nand limitations set forth therein, the Company has the right to direct Square Gate to purchase up to an aggregate of $20,000,000 of shares\nof our Common Stock, plus, at the Company’s option upon utilizing the initial $20,000,000, an additional amount equal to the lesser\nof 100% of the Company’s market capitalization at the time of exercise of such option or $20,000,000, over the 36-month term of\nthe ELOC Purchase Agreement. The Company issued 9,616 shares of our Common Stock to Square Gate on March 12, 2025, as its Commitment\nFee under the ELOC Purchase Agreement (the “Commitment Shares”). On April 16, 2025, the U.S. Securities and Exchange Commission\n(“SEC”) declared a registration statement effective to register the Commitment Shares and shares required to sell up to $40.0\nmillion of the Company’s shares to Square Gate, according to provisions of the Equity Purchase Agreement.\n\n \n\n**Restructuring\nand Conversion of Secured Notes**\n\n \n\nThe\nholders of $6.6 million of the outstanding principal of the Secured Notes have agreed to and effected the conversion of the Secured Notes\nheld by them into shares of the Company’s Common Stock at a conversion price of $26.00 per share (“Conversion Shares”),\nwarrants to purchase approximately $3.3 million of the Company’s Common Stock at an exercise price of $26.00 per share (“Conversion\nWarrants”), and the right to their pro rata share of 49.11% of the proceeds of the Company’s shares of Wugen common stock\n(“Wugen Shares”), if and when such shares are ever sold (the “Wugen Proceeds”). The conversion was approved at\na Special Meeting of Stockholders held on March 31, 2025 and was effected pursuant to the terms of the Conversion Amendment. On May 7,\n2025, pursuant to the Conversion Amendment, the Secured Notes held by the participating noteholders were cancelled, and the Company issued\na total of 253,083 unregistered shares of Common Stock (which are subject to a 180-day lock-up) and warrants to purchase an additional\n126,540 shares of Common Stock at an exercise price of $26.00 per share. On January 29, 2026, the SEC declared effective a resale registration\nstatement on Form S-1 (File Number 333-292652) covering the resale of shares of Common Stock and warrants issued to such note holders.\n\n \n\n35\n\n \n\n \n\n**Inducement\nAgreement**\n\n \n\nOn\nNovember 19, 2025, the Company entered into a warrant inducement agreement with an existing stockholder (the “Inducement Agreement”),\npursuant to which the Investor agreed to immediately exercise in full all of its outstanding warrants originally issued on November 20,\n2024 (as amended on May 15, 2025) and on May 15, 2025 (the “Existing Warrants”) to purchase an aggregate of 1,510,205 shares\nof Common Stock at an amended exercise price of $2.66 per share, resulting in aggregate gross proceeds to the Company of approximately\n$4.0 million before fees and expenses. In consideration for the immediate exercise of the Existing Warrants, the Company issued to the\nInvestor, in a private placement pursuant to Section 4(a)(2) of the Securities Act, new unregistered Common Stock Purchase Warrants (the\n“New Warrants”) to purchase up to 3,020,410 shares of Common Stock at an exercise price of $2.41 per share. The New Warrants\nare exercisable immediately and expire five and one-half years from their issuance. The New Warrants and the shares of Common Stock issuable\nupon their exercise have not been registered under the Securities Act. The Company agreed, pursuant to the Inducement Agreement, to file\na registration statement covering the resale of the shares issuable upon exercise of the New Warrants. Maxim Group LLC acted as a financial\nadvisor in connection with this November 19, 2025 warrant inducement. On January 29, 2026, the SEC declared effective a resale registration\nstatement on Form S-1 (File Number 333-292652) covering the resale of shares of Common Stock underlying the New Warrants.\n\n \n\n**Sale of Common Stock in Private Placement**\n\n \n\nOn\nFebruary 20, 2024, we entered into subscription agreements (the “Subscription Agreements”) with certain officers and directors\nof the Company, including our Founder and Chief Executive Officer, our Chief Financial Officer and the Chairman of the Company’s\nBoard of Directors, pursuant to which the Company sold an aggregate of 44,643 shares of our Common Stock, at a purchase price of $56.00\nper share for an aggregate purchase price of $2.5 million. The per share purchase price represents a 25% premium to the per share closing\nprice of the Common Stock as reported on the Nasdaq Global Market on the February 20, 2024 and a 19% premium to the 5-day volume weighted\naverage closing price per share of the Common Stock as reported on the Nasdaq Global Market for the period ending on the February 20,\n2024.\n\n \n\nThe\nshares of Common Stock issued pursuant to the Subscription Agreements were not registered under the Securities Act of 1933, as amended,\nin reliance upon exemptions under Section 4(a)(2) of the Securities Act of 1933, as amended.\n\n \n\n**Issuer\nRepurchases of Equity Securities**\n\n** **\n\nNone."}