{"url_path":"/sec/hcwb/8-k/2026-05-21/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.**","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":110,"has_tables":true,"body_markdown":"**Item\n3.02 Unregistered Sales of Equity Securities.**\n\n \n\nThe\nissuance and sale of the Shares and the Pre-Funded Warrants at the Closing were made, and the issuance of the Warrant Shares upon exercise\nof the Pre-Funded Warrants and the Common Warrants will be made, in reliance upon the exemption from registration provided by Section\n4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D promulgated thereunder,\nas transactions by an issuer not involving a public offering. The Investors represented that they are “accredited investors”\nas defined in Rule 501(a) under the Securities Act.\n\n \n\nThe\ninformation in Item 1.01 is incorporated by reference herein."}