On May 21, 2026 HCW Biologics Inc. (the "Company" or "HCW Biologics"), (NASDAQ: HCWB), a clinical-stage biopharmaceutical company developing transformative fusion immunotherapeutics to treat autoimmune, cancer and senescence-associated dysplasia, reported the pricing of its private placement of an aggregate of 2,846,975 units at a purchase price of $1.405 per unit priced at-the-market under Nasdaq rules to a group of healthcare investors (the "Investors"). Each unit consists of (i) one share of common stock at a purchase price of $1.28 per share (or, in lieu thereof, one pre-funded warrant at a purchase price of $1.2799 per pre-funded warrant with an exercise price of $0.0001 per share) and (ii) one warrant at a purchase price of $0.125 per warrant, each to purchase one share of common stock. The warrants will have an exercise price of $1.28 per share, will be exercisable immediately upon issuance, and will expire on the five and one-half year anniversary of the original issuance date. The shares of common stock (or pre-funded warrants) and the warrants comprising the units are immediately separable and will be issued separately in this offering. The closing of the offering is expected to occur on or about May 21, 2026, subject to the satisfaction of customary closing conditions.

Schedule your 30 min Free 1stOncology Demo!
Discover why more than 1,500 members use 1stOncology™ to excel in:

Early/Late Stage Pipeline Development - Target Scouting - Clinical Biomarkers - Indication Selection & Expansion - BD&L Contacts - Conference Reports - Combinatorial Drug Settings - Companion Diagnostics - Drug Repositioning - First-in-class Analysis - Competitive Analysis - Deals & Licensing

                  Schedule Your 30 min Free Demo!

E.F. Hutton & Co. LLC is acting as the sole placement agent for the offering.

The Company intends to use the net proceeds from this offering to continue clinical trials for HCW9302, advance its IND-enabling studies for its T-Cell Engager, HCW11-018b, and its second-generation immune checkpoint inhibitor, HCW11-040, and funding for general corporate purposes and to pay off certain debts and settlements.

On May 21, 2026, the Company also entered into a registration rights agreement with the Investors, pursuant to which the Company agreed to submit to the U.S. Securities and Exchange Commission (the "SEC") an initial registration statement on Form S-1 within 60 days of the closing date covering the resale of the purchased shares and underlying shares for warrants, which may be issued from time to time upon the exercise of such warrants, and to use commercially reasonable efforts to cause the registration statement to be declared effective by the SEC within [60] days following the closing of the Offering.

The number of shares the Company can issue to an Investor, including those shares issued upon the exercise of pre-funded warrants from time to time, may not exceed 4.99% of the number of shares of our Common Stock outstanding immediately after giving effect to such issuances.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

(Press release, HCW Biologics, MAY 21, 2026, View Source [SID1234665929])