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Item 9A. Controls and Procedures

2023-03-28 compared with 2022-03-29 · 46 added, 20 removed, 80 unchanged (45% of the section changed)

1 unchanged sentence

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.

Our management, with the participation of our principal executive officer and our principal financial officer, evaluated, as of the end of the period covered by this Annual Report on Form 10-K, the effectiveness of our disclosure controls and procedures.

Based on this evaluation of our disclosure controls and procedures as of December 31, 2022, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures as of such date are effective at the reasonable assurance level.

The term “disclosure controls and procedures,”

as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

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.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act).

Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our principal executive officer and our principal financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States.

As of December 31, 2022, our management assessed the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.

Based on this assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2022.

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."

This Annual Report does not include an attestation report of our registered public accounting firm.

For as long as we remain an “emerging growth company”

as defined in Section 2(a) of the Securities Act of 1933, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, 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.

Changes in Internal Control over Financial Reporting

4 unchanged sentences

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.

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 2023 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, 2022, 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.

and “Executive Compensation”

in our definitive Proxy Statement for the 2023 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, 2022, 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”

The information required by this item is included under the captions “Equity Compensation Plan Information”

and “Security Ownership of Certain Beneficial Owners and Management”

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”

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 2023 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, 2022 and is incorporated herein by reference.

6 unchanged sentences

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."

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, 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.

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 audited financial statements or the notes to those audited 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.

We have filed, or incorporated into this Annual Report by reference, the exhibits listed on the accompanying Exhibit Index immediately preceding the signature page of this Annual Report.

Exhibit Index

10 unchanged sentences

2021 Equity Incentive Plan and forms of agreement thereunder

Employment Agreement, dated July 6, 2021, between Peter Rhode and the Registrant.

Employment Agreement, dated October 9, 2019, between Rebecca Byam and the Registrant.

Employment Agreement, dated July 6, 2021, between Peter Rhode and HCW Biologics Inc.

Employment Agreement, dated October 9, 2019, between Rebecca Byam and HCW Biologics Inc.

Non-Employee Director Compensation Policy.

Employment Agreement, dated June 18, 2021, between Dr.

Wong and the Registrant.

Wong and HCW Biologics Inc.

Executive Incentive Bonus Plan

Exclusive License Agreement, dated December 24, 2020, between the Registrant and Wugen, Inc.

Master Services Agreement, dated March 14, 2019, between the Registrant and EirGenix, Inc.

Exclusive License Agreement, dated December 24, 2020, between HCW Biologics Inc.

and Wugen, Inc.

Master Services Agreement, dated March 14, 2019, between HCW Biologics Inc.

and EirGenix, Inc.

Purchase and Sale Agreement, by and between HCW Biologics Inc.

and Wai 3300 Corporate Way, LLC, dated May 27, 2022

Capital on Demand TM Sales Agreement, dated August 19, 2022, by and between HCW Biologics Inc.

and Jones Trading Institutional Services LLC

Loan Agreement by and between HCW Biologics Inc.

and Cogent Bank, dated August 15, 2022

Mortgage and Security Agreement by and between HCW Biologics Inc.

and Cogent Bank, dated August 15, 2022

Consent of Independent Registered Public Accounting Firm

17 unchanged sentences

The Registrant agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon its request.

# Certain information in this document has been excluded pursuant to Item 601(b)(10) of Regulation S-K.

Such excluded information is not material and is the type of information the Registrant treats as private and confidential.

The Registrant agrees to furnish supplementally such information to the SEC upon request.

Item 16 Form 10-K Summary

20 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures