HCW Biologics Inc. 10-K

Item 9A Controls and Procedures. Evaluation of Disclosure Controls and Procedures Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act, is recorded, communicated to our management to allow timely decisions regarding required disclosure, summarized and reported within the time periods specified in the SEC's rules and forms. Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required under Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of December 31, 2021. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective as of December 31, 2021. Management's Report on Internal Control over Financial Reporting This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) or an attestation report of our registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies. Additionally, for as long as we remain an “emerging growth company” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, we intend to take advantage of the exemption permitting us not to comply with the requirement that our independent registered public accounting firm provide an attestation on the effectiveness of our internal control over financial reporting. Attestation Report of the Independent Registered Public Accounting Firm This Annual Report on Form 10-K does not include an attestation repot of our independent registered public accounting firm (PCAOB ID Number 248) due to an exemption provided by the JOBS Act for "emerging growth companies." Changes in Internal Control over Financial Reporting There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B Other Information. None. Item 9C Disclosure Regarding Foreign Jurisdictions That Prevent Inspections . Not applicable. 122 PAR T III Item 10 Directors, Executive Officers and Corporate Governance. The information required by this item is included under the captions "Board of Directors and Corporate Governance," "Proposal One: Election of Directors," "Executive Officers" and "Delinquent Section 16(a) Reports" included in our definitive Proxy Statement for the 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, 2021, and is incorporated herein by reference. Item 11 Executive Compensation. The information required by this item is included under the captions “Board of Directors and Corporate Governance” and "Executive Compensation" in our definitive Proxy Statement for the 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, 2021, and is incorporated herein by reference. Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by this item is included under the captions "Equity Compensation Plan Information" and “Security Ownership of Certain Beneficial Owners and Management” in our definitive Proxy Statement for the 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, 2021, and is incorporated herein by reference. Item 13 Certain Relationships and Related Transactions, and Director Independence. The information required by this item is included under the captions "Board of Directors and Corporate Governance" and “Certain Relationships and Related Party Transactions” in our definitive Proxy Statement for the 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, 2021, and is incorporated herein by reference. Item 14 Principal Accounting Fees and Services. The information required by this item is included under the caption “Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm” in our definitive Proxy Statement for the 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, 2021, and is incorporated herein by reference. 123 PART IV Item 15 Exhibits, Financial Statement Schedules. (a)(1) Financial Statements The information concerning HCW Biologics’ audited financial statements and the Report of Independent Registered Public Accounting Firm required by this Item 15(a)(1) is incorporated by reference herein to the section of this Annual Report on Form 10-K in Part II, Item 8, titled "Financial Statements and Supplementary Data." (a)(2) Financial Statement Schedules All financial statement schedules have been omitted as the information is not required under the related instructions or is not applicable or because the information required is already included in the condensed financial statements or the notes to those condensed financial statements. (a)(3) Exhibits We have filed, or incorporated into this Annual Report on Form 10-K by reference, the exhibits listed on the accompanying Exhibit Index immediately preceding the signature page of this Annual Report on Form 10-K. 124 Exhibit Index Incorporated by reference Filed or furnished herewith Exhibit No. Exhibit title Form File No. Exhibit No. Filing date 3.1 Amended and Restated Certificate of Incorporation 8-K 001-40591 3.1 07/26/2021 3.2 Amended and Restated Bylaws 8-K 001-40591 3.2 07/26/2021 4.1 Specimen Stock Certificate S-1/A 333-256510 4.1 07/09/2021 4.2 Description of Securities X 10.1 Form of Indemnification Agreement between HCW Biologics Inc. and each of its officers and directors. S-1/A 333-256510 10.1 07/09/2021 10.2+ 2019 Equity Incentive Plan, as amended, and forms of agreement thereunder. S-1 333-256510 10.2 07/09/2021 10.3+ First Amendment to 2019 Equity Incentive Plan. S-1 333-256510 10.3 07/09/2021 10.4+ 2021 Equity Incentive Plan and forms of agreement thereunder S-1 333-256510 10.4 07/09/2021 10.5+ Employment Agreement, dated July 6, 2021, between Peter Rhode and the Registrant. S-1 333-256510 10.6 07/09/2021 10.6+ Employment Agreement, dated October 9, 2019, between Rebecca Byam and the Registrant. S-1 333-256510 10.7 07/09/2021 10.7+ Non-Employee Director Compensation Policy. S-1 333-256510 10.8 07/09/2021 10.8+ Employment Agreement, dated June 18, 2021, between Dr. Hing C. Wong and the Registrant. S-1 333-256510 10.13 07/09/2021 10.9+ Executive Incentive Bonus Plan. S-1 333-256510 10.11 07/09/2021 10.10† Exclusive License Agreement, dated December 24, 2020, between the Registrant and Wugen, Inc. S-1 333-256510 10.10 07/09/2021 10.11† Master Services Agreement, dated March 14, 2019, between the Registrant and EirGenix, Inc. S-1 333-256510 10.12 07/09/2021 23.1 Consent of Independent Registered Public Accounting Firm X 24.1 Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K) X 31.1 Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and Rule 15d-14(a) of the Exchange Act X 31.2 Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and Rule 15d-14(a) of the Exchange Act X 32.1* Certification of Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 32.2* Certification of Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 101.INS Inline XBRL Instance Document X 101.SCH Inline XBRL Taxonomy Extension Schema Document X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) X 125 * Furnished and not filed. + Indicates a management contract or compensatory plan or arrangement. † The schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon its request. Item 16 Form 10-K Summary None. 126 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized . HCW Biologics Inc. Date: March 29, 2022 By: /s/ Hing C. Wong, Ph.D. Hing C. Wong, Ph.D. Founder and Chief Executive Officer POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Hing C. Wong and Rebecca Byam, , and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. Name Title Date /s/ Hing C. Wong, Ph.D. Founder, Chief Executive Officer March 29, 2022 Hing C. Wong, Ph.D. (Principal Executive Officer) /s/ Rebecca Byam Chief Financial Officer March 29, 2022 Rebecca Byam (Principal Financial and Accounting Officer) /s/ Scott T. Garrett Chairperson of the Board of Directors March 29, 2022 Scott T. Garrett /s/ Lisa M. Giles Director March 29, 2022 Lisa M. Giles /s/ Rick S. Greene Director March 29, 2022 Rick S. Greene /s/ Gary M. Winer Director March 29, 2022 Gary M. Winer 127