Other Information.
−Removed: Insider Adoption or Termination of Trading Agreements
−Removed: During the three months ended September 30, 2023, none of our directors or officers informed us of the adoption, amendment, or termination of a “Rule 10b5-1 trading arrangement”
−Removed: or a “non-Rule 10b5-1 trading agreement”
−Removed: as those terms are defined in Regulation S-K, Item 408.
+Added: Insider Adoption or Termination of Trading Arrangements
+Added: During the fiscal quarter ended March 31, 2024, none of our directors or officers informed us of the adoption , modification or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408.
+Added: Secured Notes Issuance
+Added: The following information is being included in this Item 5 in lieu of filing such information on a Current Report on Form 8-K under Item 2.03.
+Added: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant and Item 8.01:
+Added: On March 28, 2024, we closed the previously announced issuance of $2.0 million in aggregate principal amount of Secured Notes (the “Initial Secured Notes”).
+Added: On May 13, 2024, we closed an additional issuance of $1.6 million of Secured Notes (the “Additional Secured Notes”) to our Founder and Chief Executive Officer.
+Added: The Additional Secured Notes were issued pursuant to the previously announced Note Purchase Agreement, dated as of March 28, 2024, between us and the Purchasers (as defined in the Note Purchase Agreement) party thereto.
+Added: The material terms of the Additional Secured Notes are identical to the terms of the previously disclosed Initial Secured Notes.
+Added: The issuance of the Additional Secured Notes was exempt from the registration requirements of the Securities Act of 1933, as amended, in accordance with Section 4(a)(2) and/or Regulation 506 promulgated thereunder, as a transaction by an issuer not involving a public offering.
+Added: In addition, our Board of Directors and the Audit Committee of our Board of Directors reviewed the transaction under our policy for Related Party Transactions (the “Policy”) and determined that the issuance of the Additional Secured Notes was in compliance with the Policy.
+Added: Please refer to the Annual Report for a description of the agreements entered into in connection with Initial Secured Notes and the Additional Secured Notes.
The exhibits filed or furnished as part of this Quarterly Report on Form 10-Q are set forth on the Exhibit Index, which Exhibit Index is incorporated herein by reference.
Incorporated by Reference
−Removed: Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
−Removed: Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
+Added: Senior Secured Note Purchase Agreement, dated March 28, 2024, by and between the Company and the Purchaser party thereto
+Added: Senior Secured Promissory Note, dated March 28, 2024, by and between the Company and the Holder party thereof
+Added: Pledge Agreement, dated March 28, 2024, by and between the Company, Escrow Agent and Noteholder party thereto
+Added: Escrow Agreement, dated March 28, 2024, by and between the Company, Escrow Agent and Noteholder party thereto
+Added: Form of Subscription Agreement, dated February 20, 2024, by and between the Company and the Subscribers party thereto
+Added: Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
+Added: Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Principal Executive Officer Pursuant to 18 U.S.C.
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Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, formatted in Inline XBRL (eXtensible Business Reporting Language):
−Removed: (i) the Condensed Balance Sheets as of December 31, 2022 and September 30, 2023 (unaudited);
−Removed: (ii) the Condensed Statements of Operations for the three and nine months ended September 30, 2022 (unaudited) and September 30, 2023 (unaudited);
−Removed: (iv) the Condensed Statements of Stockholders’
−Removed: Equity for the nine months ended September 30, 2022 (unaudited) and September 30, 2023 (unaudited);
−Removed: (v) the Condensed Statements of Cash Flows for the nine months ended September 30, 2022 (unaudited) and September 30, 2023 (unaudited);
+Added: The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, formatted in Inline XBRL (eXtensible Business Reporting Language):
+Added: (i) the Condensed Balance Sheets as of December 31, 2023 and March 31, 2024 (unaudited);
+Added: (ii) the Condensed Statements of Operations for the three months ended March 31, 2023 (unaudited) and March 31, 2024 (unaudited);
+Added: (iv) the Condensed Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2023 (unaudited) and March 31, 2024 (unaudited);
+Added: (v) the Condensed Statements of Cash Flows for the three months ended March 31, 2023 (unaudited) and March 31, 2024 (unaudited);
and (vi) the notes to the Condensed Financial Statements (unaudited).
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
−Removed: This certificate is deemed not filed for purpose of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities act or the Exchange Act.
+Added: This certification is deemed not filed for purpose of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
+Added: Certain information in this document has been excluded pursuant to Item 601(a)(5) or (a)(6) of Regulation S-K.
+Added: The Registrant agrees to furnish supplementally such information to the SEC upon request.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
HCW Biologics Inc.
−Removed: November 14, 2023
Chief Executive Officer
(Principal Executive Officer)
−Removed: November 14, 2023
/s/ Rebecca Byam
2 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.