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Market Information and Holders of our Common Stock
−Removed: Our common stock is traded on The Nasdaq Global Select Market under the symbol “HCWB”.
+Added: Our common stock is currently traded on The Nasdaq Global Select Market under the symbol “HCWB”.
As of March 25, 2025, 44,557,853 shares of the Company’s common stock were issued and outstanding and were owned by approximately 3,300 holders of record.
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Use of Proceeds from Registered Securities
−Removed: On July 19, 2021, the SEC declared effective our registration statement on Form S-1 (File No.
−Removed: 333-256510), as amended, filed in connection with our initial public offering (the “IPO”).
−Removed: Our IPO closed on July 22, 2021, and we issued and sold 7,000,000 shares of common stock at a price to the public of $8.00 per share, for an aggregate amount of $56.0 million.
−Removed: The net proceeds of our IPO were $49.2 million, after deducting underwriting discounts and commissions and other offering costs.
−Removed: The managing underwriter of the IPO was EF Hutton.
−Removed: None of the underwriting discounts and commissions or offering expenses were incurred or paid, directly or indirectly, to any of our directors or officers or their associates or to persons owning 10% or more of our common stock or to any of our affiliates.
−Removed: We have used the proceeds of our IPO for advancing our clinical development of our lead product candidates HCW9218 and HCW9302, establishing a manufacturing capability, as described in the final prospectus dated July 19, 2021 and filed with the SEC.
−Removed: There has been no material change in our use of the net proceeds from the IPO as described in our final prospectus, filed pursuant to Rule 424(b)(4) under the Securities Act with the SEC on July 21, 2022, other than the application of $7.8 million of IPO proceeds to our defense in legal matters.
+Added: On November 18, 2024, the Company entered into a securities purchase agreement (“SPA”) with a single institutional investor pursuant to which the Company agreed to offer and sell (i) in a registered direct offering (the “Registered Offering”) (x) 4,160,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and (y) pre-funded warrants to purchase up to 2,557,000 shares of common stock (the “Pre-Funded Warrants”) and (ii) in a concurrent private placement (the “Private Placement” and together with the Registered Offering, the “Offering”), unregistered warrants to purchase up to an aggregate of 6,717,000 shares of Common Stock (“Common Stock Warrants”).
+Added: The combined purchase price for each Share and accompanying Common Stock Warrant to purchase one share of common stock is $1.03 per Share and the combined purchase price for each Pre-Funded Warrant and accompany Common Stock Warrant to purchase one share of common stock is $1.0299.
+Added: The Common Stock and Pre-Funded Warrants were each sold with an accompanying Common Stock Warrant to purchase one share of common stock, and the Common Stock and Pre-Funded Warrants are immediately separated from the Common Stock Warrants and will be issued separately.
+Added: The Common Stock Warrants have an exercise price of $1.03 per share, will be exercisable immediately, and expire on the five year anniversary of the date of issuance.
+Added: The Pre-Funded Warrants have an exercise price of $0.0001, are exercisable immediately and will not expire until exercised in full.
+Added: The shares of Common Stock and Pre-Funded Warrants in the Registered Offering were offered pursuant to a shelf registration statement on Form S-3 (File No.
+Added: 333-266991), which was declared effective by the SEC on August 26, 2022.
+Added: The Registered Offering has been made by means of a prospectus supplement filed with the SEC on November 20, 2024 that forms a part of such registration statement.
+Added: The gross proceeds to the Company from the Offering were approximately $6.9 million before deducting the placement agent’s fees and other offering expenses payable by the Company.
+Added: The Offering closed on November 20, 2024.
+Added: On November 18, 2024, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Maxim Group LLC (“Maxim” or the “Placement Agent) pursuant to which the Company engaged the Placement Agent as the exclusive placement agent in connection with the Offering.
+Added: The Company agreed to pay the Placement Agent a cash fee equal to 7.0% of gross proceeds from the sale of Shares, Pre-Funded Warrants and Common Stock Warrants to the Purchaser.
+Added: The Company also agreed to reimburse the Placement Agent for out-of-pocket expenses, including the reasonable legal fees of its counsel not to exceed $50,000.
+Added: The Placement Agent Agreement also contains representations, warranties, indemnification and other provisions customary for transactions of this nature.
+Added: The foregoing descriptions of the Placement Agency Agreement, SPA, Common Stock Warrant and Pre-Funded Warrant filed as Exhibits 10.29, 10.30, 10.31 and 10.32, respectively to this Annual Report on Form 10-K do not purport to be complete and are qualified in their entirety by the full text of each respective document.
+Added: Unregistered Sales of Equity Securities
+Added: In addition, on November 18, 2024 in conjunction with the transaction described above, the Common Stock Warrants were offered and sold by the Company in a transaction not involving a public offering exclusively to accredited investor under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder and, along with the shares of Common Stock that underlie such Common Stock Warrants, have not been registered under the Securities Act or applicable state securities law.
+Added: Accordingly, the unregistered Warrants and the underlying shares of Common Stock may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.
+Added: On February 20, 2024, we entered into subscription agreements (the “Subscription Agreements”) with certain officers and directors of the Company, including our Founder and Chief Executive Officer, our Chief Financial Officer and the Chairman of the Company’s Board of Directors, pursuant to which the Company sold an aggregate of 1,785,718 shares of our Common Stock, at a purchase price of $1.40 per share for an aggregate purchase price of $2.5 million.
+Added: The per share purchase price represents a 25% premium to the per share closing price of the Common Stock as reported on the Nasdaq Global Market on the February 20, 2024 and a 19% premium to the 5-day volume weighted average closing price per share of the Common Stock as reported on the Nasdaq Global Market for the period ending on the February 20, 2024.
+Added: The shares of Common Stock issued pursuant to the Subscription Agreements were not registered under the Securities Act of 1933, as amended, in reliance upon exemptions under Section 4(a)(2) of the Securities Act of 1933, as amended.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
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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.