Item 5. Other Information
Item 5. Other Information.
Insider Adoption or Termination of Trading Arrangements
During the fiscal quarter ended June 30, 2025, 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.
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Item 6. Exhibits.
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.
Exhibit
Number
Incorporated by Reference
Filed
Herewith
Description
Form
File No.
Exhibit No.
Filing Date
10.1
Equity Purchase Agreement, dated February 20, 2025, between the Company and Square Gate Master Fund - Series 4.
10-K
011-40591
10.33
03/28/2025
10.2
Registration Rights Agreement, dated February 20, 2025, between the Company and Square Gate Master Fund - Series 4
10-K
011-40591
10.34
03/28/2025
10.3
Definitive Proxy Statement dated February 21, 2025, on Form 14A, including Appendices
10-K
011-40591
10.35
03/28/2025
10.4
Form of Promissory Note, dated May 8, 2025, between the Company and Holder
10-Q
011-40591
10.4
05/15/2025
10.5
Form of Guaranty and Pledge Agreement, dated May 8, 2025, between the Dr. Hing C. Wong and Lender
10-Q
011-40591
10.5
05/15/2025
10.6
Form of Unsecured Convertible Promissory Note, dated May 5, 2025, between the Company and Holder
10-Q
011-40591
10.6
05/15/2025
10.7
Form of Placement Agency Agreement, dated May 13, 2025, between Company and Maxim Group LLC
8-K
011-40591
10.1
05/15/2025
10.8
Form of Securities Purchase Agreement, dated May 13, 2025, between the Company and Purchaser
8-K
011-40591
10.2
05/15/2025
10.9
Form of Pre-Funded Warrant Purchase Agreement, dated May 13, 2025, between Company and Holder
8-K
011-40591
4.2
05/15/2025
10.10
Form of Common Stock Warrant Purchase Agreement, dated May 13, 2025, between Company and Holder
8-K
011-40591
4.1
05/15/2025
10.11
Form of Common Stock Warrant, original issue date November 20, 2024, between Company and Holder, as amended
8-K
011-40591
4.3
05/15/2025
10.12
Second Amendment to Amended and Restated Senior Secured Note Purchase Agreement and Related Agreements, dated May 1, 2025, between Company and Holder
X
10.13
Form of Common Stock Warrant, dated May 7, 2025, between Company and Holder
X
10.14
Letter Agreement to the License, Research and Co-Development Agreement, dated March 17, 2025, between Company and WY Biotech Co. Ltd.
X
10.15
Confirmation of Letter of Acceptance of Deliverable from Company by WY Biotech Co. Ltd., dated May 30, 2025
X
10.16
Second Letter Agreement to the License, Research and Co-Development Agreement, dated July 13, 2025, between Company and WY Biotech Co. Ltd.
10.17
Exclusive License Agreement 12-month Suspension, dated May 29, 2025, between the Company and Wugen, Inc.
X
31.1
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.
X
31.2
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.
X
32.1*
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
,
50
32.2*
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
101
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Condensed Balance Sheets as of December 31, 2024 and June 30, 2025 (unaudited); (ii) the Condensed Statements of Operations for the three and six months ended June 30, 2024 (unaudited) and June 30, 2025 (unaudited); (iv) the Condensed Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2024 (unaudited) and June 30, 2025 (unaudited); (v) the Condensed Statements of Cash Flows for the six months ended June 30, 2024 (unaudited) and June 30, 2025 (unaudited); and (vi) the notes to the Condensed Financial Statements (unaudited).
X
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
X
*
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.
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SIGNATURES
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.
Date: August 18, 2025
By:
/s/ Hing C. Wong
Hing C. Wong
Founder and Chief Executive Officer
(Principal Executive Officer)
Date: August 18, 2025
By:
/s/ Rebecca Byam
Rebecca Byam
Chief Financial Officer
(Principal Financial and Accounting Officer)
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