Item 9A. Controls and Procedures
Item 9A Controls and Procedures .
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (“Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s (“SEC”) rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As required by the SEC Rules 13a-15(e) and 15d-15(e), we carried out an evaluation under the supervision of and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2024.
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, 2024, 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, 2024.
Remediation of Previously Reported Material Weaknesses
During 2024, executive management made a strong commitment to the importance of internal control and to create and maintain an effective internal control environment commensurate with the Company’s growth. Management continued to implement improvements to the Company’s system of internal control, including reevaluating the adequacy of design and the operational effectiveness of internal controls over financial reporting in all financially significant processes. These improvements and remediation efforts include:
• The board of directors adopted a Delegation of Management Authorities (“Authorization Matrix”), which provides for authorization thresholds for significant and unusual transactions, budgets and strategic plans, audit and policies, personnel actions, contracts, legal proceedings, major projects, credit or loans, and consulting agreements.
• Internal controls were strengthened for the methods used to review, evaluate and accept financing proposals from investors or lenders, as well as improvements to the process used to enter significant transactions.
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• To assess potential financial partners, management must conduct rigorous background checks, present analysis and recommendation for an opportunity to the board of directors, seek the approval from the board of directors for all significant transactions, limiting upfront payments that are not refundable to immaterial amounts and only after a successful background check is completed and parties have agreed to principal terms.
• Management only uses Company accounts and devices to conduct transactions and only in U.S. dollars.
• The Company has enhanced its controls to evaluate triggering events in debt or other agreements, to appropriately classify obligations as current or noncurrent in the correct period.
• The Company engaged consultants with technical accounting expertise to support management in preparing technical accounting analysis and conclusions for complex transactions.
• Designed and implemented enhanced policies and procedures related to management’s review controls over key processes and segregation of duties.
• Increased documentation and evidence related to management review controls associated with cash disbursements, vendor record modifications in the general ledger system, board presentations and discussion, and analysis and conclusions for accounting for complex transactions.
• Conducted training addressing disclosure controls and procedures, including educating control owners concerning the principles and requirements of each control impacting financial reporting and disclosures.
Based on the remediation efforts described above that were performed in 2024, the principal executive officer and principal financial officer, along with management, concluded that the previously disclosed material weaknesses had been remediated as of December 31, 2024. These included:
• Enhance and improve processes for assessing the quality of potential financial partners. This is the remediation of a material weakness reported in the Company’s Form 8-K filed with the SEC on May 1, 2024.
• Enhance and improve process used to enter unusual or significant transactions. This is the remediation of a material weakness reported in the Company’s Form 8-K filed with the SEC on May 1, 2024.
• Enhance and improvement controls to evaluate triggering events in debt or other agreements, to appropriately classify obligations as current or noncurrent in the correct period. This is the remediation of a material weakness reported in the Quarterly Report on Form 10-Q for the quarter ended September 30, 2024.
• Improve process and use experts to determine proper accounting for complex transactions in a timely manner. This is the remediation of a material weakness reported in the Quarterly Report on Form 10-Q for the quarter ended September 30, 2024.
Inherent Limitations of Internal Controls
While we strive to create a stronger control environment, we recognize that it is impossible for our internal controls over financial reporting to prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. While we are committed to continuously improve and strengthen our control environment, over time, our internal controls over financial reporting may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Projections of any evaluation of effectiveness to future periods are subject to the risk that internal controls over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
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Changes in Internal Control over Financial Reporting
Except as described above, there were no changes in the Company’s internal control over the financial reporting during the fourth quarter of 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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.
Item 9B Other Information.
10b5-1 Trading Plans
During the fiscal quarter ended December 31, 2023, none of our officers or directors adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Special Meeting of Stockholders
The Company will hold a Special Meeting of Stockholders (“Special Meeting”) on Monday, March 31, 2025 at 10:00 a.m. Eastern Time. At the Special Meeting the Company will submit the following three proposals to its stockholders for approval:
1.
To approve an amendment to the Company’s Certificate of Incorporation on or before the one (1) year anniversary of the Special Meeting, to implement one or more reverse stock splits of the outstanding shares of the Company’s common stock, par value $0.0001 per share (our “Common Stock”) (as necessary to maintain a listing of our common stock on The Nasdaq Stock Market LLC (“Nasdaq”)) in an aggregate range from one-for-twenty (1:20) up to one-for-fifty (1:50), or anywhere between (the “Reverse Stock Split”), all as determined in the sole discretion of our Board of Directors (our “Board”) (the “Reverse Stock Split Proposal”) (“Proposal One”);
2.
To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance of shares of our Common Stock, or such lesser number of shares as our Board determines, pursuant to that certain Equity Purchase Agreement, dated February 20, 2025 (the “Purchase Agreement”) set forth on Appendix A attached hereto and that certain Registration Rights Agreement, dated February 20, 2025 (the “Rights Agreement”) set forth on Appendix A hereto, entered into in connection with an equity line of credit with Square Gate Capital Master Fund, LLC – Series 4 (the “ELOC Proposal”) (“Proposal Two”);
3.
To approve, for purposes of complying with Nasdaq Listing Rules 5635(c) and 5635(d), the issuance of shares of our Common Stock upon conversion of up to $6,905,000 of principal amount of Senior Secured Notes issued by the Company to certain investors therein, including certain officers, directors and stockholders of the Company (the “Noteholders”), pursuant to that certain Amended and Restated Senior Secured Note Purchase Agreement dated July 2, 2024, as amended by the First Amendment to Amended and Restated Senior Secured Note Purchase Agreement dated September 30, 2024, and as it may be further amended in accordance with the Principal Terms for Conversion Amendment, which has been approved by our Board and the Noteholders and set forth on Appendix B attached hereto (the “Principal Terms”) and such additional terms and conditions not materially inconsistent with such Principal Terms for Conversion as our Board may hereafter approve (the “Note Conversion Proposal”) (“Proposal Three”).
4.
To transact such other business as may properly come before the Special Meeting or any adjournments or postponements thereof.
For the complete definitive proxy statement and its appendices, see Exhibit 10.35 to this Annual Report on Form 10-K.
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Sale of Common Stock and Warrants
On November 18, 2024, the Company entered into a securities purchase agreement (“SPA”) with a single institutional investor (the "Purchaser") 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”). The combined purchase price for each Share and accompanying Common Stock Warrant to purchase one share of common stock was $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.
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. 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. The Pre-Funded Warrants have an exercise price of $0.0001, are exercisable immediately and will not expire until exercised in full.
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. 333-266991), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on August 26, 2022. 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.
The gross proceeds to the Company from the Offering are approximately $6.9 million before deducting the placement agent’s fees and other offering expenses payable by the Company. The Offering closed on November 20, 2024.
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. 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. 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. The Placement Agent Agreement also contains representations, warranties, indemnification and other provisions customary for transactions of this nature.
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.
Secured Note Financing
On March 28, 2024, the Company entered into a senior secured note purchase agreement (the “Note Purchase Agreement”) with the Purchasers (as defined in the Note Purchase Agreement), pursuant to which we agreed to issue senior secured notes in an aggregate principal amount of up to $10.0 million (“Secured Notes”) to certain accredited investors, including unrelated parties as well as officers and directors of the Company. As of March 31, 2024, the Company had an initial closing and issued $2.0 million in Initial Secured Notes. As of June 30, 2024, all existing investors approved an Amended and Restated Note Purchase Agreement (“Amended and Restated Note Purchase Agreement”), with terms described below. As of September 30, 2024, the Amended and Restated Note Purchase Agreement was amended to extend the last closing date to issue Additional Secured Notes to October 31, 2024. See Exhibit 10.25. No other terms were amended. The material terms of the Additional Secured Notes are identical to the terms of the Initial Secured Notes.
As of October 31, 2024, the Company issued an aggregate of $6.9 million of Secured Notes, with $2.9 million from the Company’s officers and members of the board of directors, including $2.4 million purchased by Dr. Hing C. Wong, Founder and CEO, $220,000 purchased by Rebecca Byam, Chief Financial Officer, $140,000 purchased by Scott T. Garrett, Chairman of the board of directors, $60,000 purchased by Gary M. Winer, member of the board of directors, $25,000 purchased by Lee Flowers, Senior Vice President for Business Development, and $25,000 purchased by Rick S. Greene, member of the board of directors.
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The Senior Notes bear interest at a rate of 9% per annum, payable quarterly in arrears, and mature on August 30, 2026 (the “Maturity Date”), on which date the principal balance, accrued but unpaid interest, and other amounts that may be due under the terms of the Amended and Restated Note Purchase Agreement shall be due and payable. The Secured Notes may be prepaid on or prior to December 31, 2024, but will be subject to a 5% prepayment penalty (“Premium Amount”). Thereafter, the Senior Notes may be repaid upon a Mandatory Redemption event or at the end of the term.
As a condition to entering into the Amended and Restated Note Purchase Agreement, the Company, Mercedes M. Sellek, P.A. (“Escrow Agent”), and the Purchasers entered into that certain Escrow Agreement and Amended and Restated Pledge Agreement, dated July 2, 2024, pursuant to which the Company agreed to pledge our equity ownership interest in Wugen, which was equivalent to a 5.6% ownership stake in that company as of December 31, 2024 (the “Pledged Collateral”), to be held and released by Escrow Agent according to the terms of the Escrow Agreement, as security for the Secured Notes.
Upon a qualifying event Mandatory Redemption involving a transaction such as an acquisition, merger or initial public offering in which the Pledged Collateral can be sold or liquidated prior to the Maturity Date, subject to certain limitations (such as a threshold price per share in the case of an initial public offering), the Company agreed to repay all indebtedness (including accrued interest) related to the Secured Notes plus a Bonus Payment (as defined in the Amended and Restated Note Purchase Agreement). If there is no such Mandatory Redemption prior to the Maturity Date, the Company agreed to pay the holders of Secured Note a Bonus Payment under certain circumstances.
Upon a bona fide equity offering (as defined in the Amended and Restated Note Purchase Agreement), Senior Note holders have the right to convert to shares of the Company’s common stock (as defined in the Amended and Restated Note Purchase Agreement). The Amended and Restated Note Purchase Agreement sets forth preliminary terms that are subject to final documentation.
Upon an Event of Default (as defined in the Amended and Restated Note Purchase Agreement), the Company will have a thirty (30) day cure period (the “Cure Period”), and if the Event of Default is not so cured at the end of the Cure Period, the Company is required to distribute the Pledged Collateral to the Purchasers on a pro rata basis, determined based on the issuance of $10.0 million in Secured Notes, in full satisfaction of the indebtedness evidenced by the Secured Notes.
The foregoing descriptions of the Amended and Restated Note Purchase Agreement, Amended and Restated Senior Notes, Escrow Agreement and Amended and Restated Pledge Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Form of Amended and Restated Senior Secured Note Purchase Agreement, Form of Senior Secured Promissory Note, Form of the Amended and Restated Pledge Agreement and Form of Amended and Restated Escrow Agreement, copies of which are filed as Exhibit 10.21 (and Exhibit 10.25 for the first amendment thereto as amended on September 30, 2024), Exhibit 10.22, Exhibit 10.23 and Exhibit 10.24, respectively, to this Annual Report and on Form 10-K are incorporated herein by reference.
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), as a transaction by an issuer not involving a public offering. 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.
On February 20, 2025, the Company and certain Noteholders agreed to Principal Terms for Conversion of their Secured Notes. Noteholders and the Company agreed that, subject to stockholder approval, at least $6,580,000 principal amount of the Secured Notes will be converted into shares of our Common Stock at a conversion price of $0.65 per share. As part of the conversion, the Company will issue warrants to purchase shares of our Common Stock to the converting Noteholders for up to an additional $3,290,000 of shares of our Common Stock, at an exercise price of $0.65 per share (as these amounts may be adjusted to account for a Reverse Stock Split or similar transaction). Upon conversion, converting Noteholders would be subject to a lock-up period of 180 days from the date of conversion. Further, the Escrow Agreement will be amended such that the proceeds from the Pledged Collateral will be allocated among the Company and the converting Noteholders, as provided for in the Principal Terms. The conversion of principal amount of the Secured Notes will result in a dollar-for-dollar increase in stockholders’ equity (partially offset by the carrying value of the portion of the Company’s investment in the Pledged Collateral the proceeds of which will be paid to converting Noteholders), contributing to the Company’s plan to gain compliance with the Nasdaq Minimum Shareholder Equity Rule and to maintaining listing of the our Common Stock on Nasdaq.
131
Item 9C Disclosure Regarding Foreign Jurisdictions That Prevent Inspections .
Not applicable.
132
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: Director Election,” “Executive Officers” and “Delinquent Section 16(a) Reports” included in our definitive Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, 2024, and is incorporated herein by reference.
Our board of directors has adopted a Code of Conduct and Ethics applicable to all officers, directors, and employees, which is available on our website (https://investors.hcwbiologics.com/) under “Governance.” We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our Code of Conduct and Ethics by posting such information on the website address and location specified above.
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 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, 2024, 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 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, 2024, 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 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, 2024 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 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, 2024, and is incorporated herein by reference.
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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.
134
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
4.3
Form of Common Stock Purchase Warrant between the Company and Holder
8-K
001-40591
4.1
11/20/2024
4.4
Form of Pre-Funded Common Stock Purchase Warrant between the Company and Holder
8-K
001-40591
4.2
11/20/2024
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
10.16
Form of Subscription Agreement, dated February 20, 2024, by and between the Company and the Subscribers party thereto
8-K
011-40591
10.1
02/22/2024
10.17*#
Form of Senior Secured Note Purchase Agreement, dated March 28, 2024, by and between the Company and the Purchaser party thereto
10-K
011-40591
10.17
04/01/2024
10.18*#
Form of Senior Secured Promissory Note, dated March 28, 2024, by and between the Company and the Holder party thereof
10-K
011-40591
10.18
04/01/2024
10.19*#
Form of Pledge Agreement, dated March 28, 2024, by and between the Company, Escrow Agent and Noteholder party thereto
10-K
011-40591
10.19
04/01/2024
10.20*#
Form of Escrow Agreement, dated March 28, 2024, by and between the Company, Escrow Agent and Noteholder party thereto
10-K
011-40591
10.20
04/01/2024
135
10.21
Form of Amended and Restated Senior Secured Note Purchase Agreement, dated July 2, 2024, by and between the Company and the Purchaser party thereto
10-Q
011-40591
10.1
8/14/2024
10.22
Form of Senior Secured Promissory Note by and between the Company and the Holder party thereof
10-Q
011-40591
10.2
8/14/2024
10.23
Form of Amended and Restated Pledge Agreement, dated July 2, 2024, by and among the Company, Escrow Agent and Noteholder parties thereto
10-Q
011-40591
10.3
8/14/2024
10.24
Form of Escrow Agreement, dated July 2, 2024, by and among the Company, Escrow Agent and Noteholder parties thereto
10-Q
011-40591
10.4
8/14/2024
10.25
Form of First Amendment to the Amended and Restated Senior Secured Note Purchase Agreement, dated September 30, 2024, by and between the Company and Purchaser parties thereto
10-Q
011-40591
10.5
11/14/2024
10.26
Settlement Agreement and Release, dated July 13, 2024, by and between the Company and Altor BioScience, LLC, NantCell, Inc., and ImmunityBio, Inc.
10-Q
011-40591
10.6
11/14/2024
10.27
License, Research and Co-Development Agreement with WY Biotech dated November 17, 2024
X
10.28
Letter Agreement for Principal Terms for the Amendment of the License, Research and Co-Development Agreement with WY Biotech dated March 17, 2025 and Company’s Letter to Agree and Accept dated March 19, 2025
X
10.29
Placement Agency Agreement, dated November 18, 2024, between Company and Maxim Group LLC
8-K
011-40591
10.1
11/20/2024
10.30
Securities Purchase Agreement, dated November 18, 2024, between the Company and Purchaser
8-K
011-40591
10.2
11/20/2024
10.31
Form of Common Stock Warrant Purchase Agreement, dated November 18, 2024, between Company and Holder
8-K
011-40591
4.1
11/20/2024
10.32
Form of Pre-Funded Warrant Purchase Agreement, dated November 18, 2024, between Company and Holder
8-K
011-40591
4.2
11/20/2024
10.33
Equity Purchase Agreement, dated February 20, 2025, between the Company and Square Gate Master Fund - Series 4.
8-K
011-40591
10.1
2/21/2025
10.34
Registration Rights Agreement, dated February 20, 2025, between the Company and Square Gate Master Fund - Series 4
8-K
011-40591
10.2
2/21/2025
10.35
Definitive Proxy Statement dated February 21, 2025, on Form 14A, including Appendices
X
23.1
Consent of Independent Register Public Accounting Firm (Grant Thornton, Predecessor)
X
23.2
Consent of Independent Registered Public Accounting Firm (Crowe, Successor)
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
136
32.2*
Certification of Chief Financial 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
97.1
HCW Biologics Inc. Compensation Recovery Policy
10-K
011-40591
97.1
04/01/2024
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
* Furnished and not filed.
+ Indicates a management contract or compensatory plan or arrangement.
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.
# Certain information in this document has been excluded pursuant to Item 601(a)(5) or (a)(6) of Regulation S-K. The Registrant agrees to furnish supplementally such information to the SEC upon request.
Item 16 Form 10-K Summary
None.
137
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, 2025
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, 2025
Hing C. Wong, Ph.D.
(Principal Executive Officer)
/s/ Rebecca Byam
Chief Financial Officer
March 28, 2025
Rebecca Byam
(Principal Financial and Accounting Officer)
/s/ Scott T. Garrett
Chairperson of the Board of Directors
March 28, 2025
Scott T. Garrett
/s/ Lisa M. Giles
Director
March 28, 2025
Lisa M. Giles
/s/ Rick S. Greene
Director
March 28, 2025
Rick S. Greene
/s/ Gary M. Winer
Director
March 28, 2025
Gary M. Winer
138