{"url_path":"/sec/hcwb/8-k/2026-05-21/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-21","source_url":"https://www.sec.gov/Archives/edgar/data/1828673/0001493152-26-024850-index.html","accession_number":"0001493152-26-024850","cik":"0001828673","ticker":"HCWB","issuer_name":"HCW Biologics Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1828673/0001493152-26-024850-index.html","primary_entity_key":"0001828673","primary_entity_name":"HCW Biologics Inc."},"word_count":710,"has_tables":true,"body_markdown":"**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n \n\nOn\nMay 21, 2026, HCW Biologics Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”)\nwith certain accredited investors (the “Investors”), pursuant to which the Company agreed to issue and sell an aggregate\nof 2,846,975 units, with each unit consisting of (i) one share of the Company’s common stock, par value $0.0001 per share (the\n“Common Stock” or “Shares”), at a purchase price of $1.28 per Share, or, in lieu thereof, one pre-funded warrant,\nand (ii) one warrant to purchase one share of Common Stock (the “Common Warrants”) at a purchase price of $0.125 per Common\nWarrant. The units were sold at a purchase price of $1.405 per unit, and the Shares or Pre-Funded Warrants and Common Warrants comprising\nthe units are immediately separable and were issued separately. In lieu of Shares that would otherwise result in a purchaser’s\nbeneficial ownership exceeding 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance\nof such Shares, certain purchasers may elect to receive pre-funded warrants (the “Pre-Funded Warrants”) at a purchase price\nof $1.2799 per Pre-Funded Warrant (equal to the per Share purchase price less $0.0001). Each Pre-Funded Warrant is exercisable immediately\nupon issuance for one share of Common Stock at an exercise price of $0.0001 per share and will remain exercisable until exercised in\nfull. Each Common Warrant is exercisable immediately upon issuance for one share of Common Stock at an exercise price of $1.28 per share\nand will expire on the five and one-half year anniversary of the original issuance date. The shares of Common Stock issuable upon exercise\nof the Pre-Funded Warrants and the Common Warrants are referred to herein as the “Warrant Shares.”\n\n \n\nPursuant\nto the Purchase Agreement, on May 21, 2026, the Company issued and sold an aggregate of 427,046 Shares, 2,419,929 Pre-Funded Warrants,\nand Common Warrants to purchase an aggregate of up to 2,846,975 shares of Common Stock for aggregate gross proceeds of approximately\n$4.0 million at the closing (the “Closing”), before deducting fees payable to the placement agent and other offering expenses\npayable by the Company. The Company intends to use the net proceeds from the Offering to continue clinical trials for HCW9302, advance\nits IND-enabling studies for its T-Cell Engager, HCW11-018b, and its second-generation immune checkpoint inhibitor, HCW11-040, and funding\nfor general corporate purposes and to pay off certain debts and settlements.\n\n \n\nThe\nPre-Funded Warrants may not be exercised to the extent that, after giving effect to such exercise, the holder would beneficially own\nmore than 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. The Common Warrants\nmay not be exercised to the extent that, after giving effect to such exercise, the holder would beneficially own more than 4.99% of the\nnumber of shares of Common Stock outstanding immediately after giving effect to such exercise.\n\n \n\nIn\nconnection with the Purchase Agreement, the Company also entered into a Registration Rights Agreement with the Investors (the “Registration\nRights Agreement”), pursuant to which the Company agreed to provide certain registration rights with respect to the resale of the\nShares and the Warrant Shares, and agreed to file an initial registration statement within 15 days following the Closing to register\nthe resale of such securities and to use reasonable best efforts to cause such registration statement to be declared effective by the\nSecurities and Exchange Commission within 60 days following the Closing. In addition, in connection with the Offering, the Company entered\ninto a Placement Agent Agreement, dated May 21, 2026 (the “Placement Agent Agreement”), with E.F. Hutton & Co. LLC (the\n“Placement Agent”), pursuant to which the Placement Agent agreed to act as the Company’s exclusive placement agent\nin connection with the Offering, subject to the terms and conditions set forth therein.\n\n \n\nThe\nforegoing descriptions of the Purchase Agreement, the Registration Rights Agreement, the Placement Agent Agreement, the Pre-Funded Warrants\nand Common Warrants do not purport to be complete and are qualified in their entirety by reference to the full text of the forms of such\nagreements, which are filed as Exhibits 10.1, 10.2, 10.3, 4.1 and 4.2 to this Current Report on Form 8-K and incorporated herein by reference."}