HCW Biologics Inc. 10-K

Item 9A Controls and Procedures. Evaluation of Disclosure Controls and Procedures 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 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 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 There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 102 Item 9B Other Information. None. Item 9C Disclosure Regarding Foreign Jurisdictions That Prevent Inspections . Not applicable. 103 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 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 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” 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 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 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 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 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. 104 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, 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 audited financial statements or the notes to those audited financial statements. (a)(3) Exhibits 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. 105 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 10-K 001-40591 4.2 03/29/2022 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 HCW Biologics Inc. S-1 333-256510 10.6 07/09/2021 10.6+ Employment Agreement, dated October 9, 2019, between Rebecca Byam and HCW Biologics Inc. 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 HCW Biologics Inc. 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 HCW Biologics Inc. and Wugen, Inc. S-1 333-256510 10.10 07/09/2021 10.11† Master Services Agreement, dated March 14, 2019, between HCW Biologics Inc. and EirGenix, Inc. S-1 333-256510 10.12 07/09/2021 10.12†# Purchase and Sale Agreement, by and between HCW Biologics Inc. and Wai 3300 Corporate Way, LLC, dated May 27, 2022 10-Q 001-40591 10.1 08/12/2022 10.13 Capital on Demand TM Sales Agreement, dated August 19, 2022, by and between HCW Biologics Inc. and Jones Trading Institutional Services LLC S-3 333-266991 1.2 08/19/2022 10.14 Loan Agreement by and between HCW Biologics Inc. and Cogent Bank, dated August 15, 2022 10-Q 001-40591 10.1 11/07/2022 10.15 Mortgage and Security Agreement by and between HCW Biologics Inc. and Cogent Bank, dated August 15, 2022 10-Q 001-40591 10.2 11/07/2022 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 106 101.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 * 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. # 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 None. 107 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 28, 2023 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 28, 2023 Hing C. Wong, Ph.D. (Principal Executive Officer) /s/ Rebecca Byam Chief Financial Officer March 28, 2023 Rebecca Byam (Principal Financial and Accounting Officer) /s/ Scott T. Garrett Chairperson of the Board of Directors March 28, 2023 Scott T. Garrett /s/ Lisa M. Giles Director March 28, 2023 Lisa M. Giles /s/ Rick S. Greene Director March 28, 2023 Rick S. Greene /s/ Gary M. Winer Director March 28, 2023 Gary M. Winer 108