HCW Biologics Inc. 10-Q

Item 5. Other Information. Insider Adoption or Termination of Trading Arrangements During the fiscal quarter ended June 30, 2026, 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. 54 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. 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 3.1a Certificate of Amendment of Certificate of Incorporation, filed March 31, 2025 8-K 001-40591 3.1a 04/01/2025 3.1b Certificate of Correction of the Certificate of Amendment of Certificate of Incorporation, filed April 1, 2025 8-K 001-40591 3.1b 04/01/2025 3.1c Certificate of Amendment of Certificate of Incorporation, filed June 24, 2026 8-K 001-40591 3.1 06/26/2026 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 New Warrant 8-K 001-40591 4.1 11/20/2025 4.4 Form of Common Stock Purchase Warrant 8-K 001-40591 4.1 02/19/2026 4.5 Form of Common Stock Warrant, dated May 7, 2025, by and between Company and Holder named therein 10-Q 001-40591 10.13 08/18/2025 4.6 Form of Common Stock Purchase Warrant, dated May 21, 2026, by and between Company and Holder named therein 8-K 001-40591 4.2 05/21/2026 4.7 Form of Pre-Funded Common Stock Purchase Warrant, dated July 29, 2026, by and between Company and Holder 8-K 001-40591 4.1 07/29/2026 4.8 Form of Common Stock Purchase Warrant, dated July 29, 2026, by and between Company and Holders 8-K 001-40591 4.2 07/29/2026 10.1 Securities Purchase Agreement, dated February 17, 2026, between Company and Purchaser 8-K 001-40591 10.2 02/19/2026 10.2 Amendment to Existing Warrants Agreement, dated February 17, 2026, between the Company and Purchaser 8-K 001-40591 10.3 02/19/2026 10.3 Form of Lock-up Agreement S-1 333-393396 10.42 02/11/2026 10.4 Placement Agency Agreement, dated February 17, 2026, between the Company and Maxim Group LLC 8-K 001-40591 10.1 02/19/2026 10.5 Form of Securities Purchase Agreement dated May 21, 2026, by and between the Company and the Investors 8-K 001-40591 10.1 05/21/2026 10.6 Form of Registration Rights Agreement dated May 21, 2026, by and between Company and Investors 8-K 001-40591 10.2 05/21/2026 10.7 Form of Lock Up Agreement dated May 21, 2026, by and between Company and certain Investors, Officers and Directors X 10.8 Form of Placement Agent Agreement, dated May 21, 2026, between the Company and E.F. Hutton & Co. LLC 8-K 001-40591 10.3 05/21/2026 10.9 Form of Securities Purchase Agreement, between Company and Investors 8-K 001-40591 10.1 07/29/2026 10.10 Form of Registration Rights Agreement, by and between Company and Investors 8-K 001-40591 10.2 07/29/2026 10.11 Form of Lock Up Agreement dated July 29, 2026, by and between Company and certain Officers and Directors X 10.12 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 10.13+ 2019 Equity Incentive Plan, as amended, and forms of agreement thereunder. S-1 333-256510 10.2 07/09/2021 10.14+ First Amendment to 2019 Equity Incentive Plan. S-1 333-256510 10.3 07/09/2021 10.15+ 2021 Equity Incentive Plan and forms of agreement thereunder S-1 333-256510 10.4 07/09/2021 10.16+ Employment Agreement, dated July 6, 2021, between Peter Rhode and HCW Biologics Inc. S-1 333-256510 10.6 07/09/2021 10.17+ Employment Agreement, dated October 9, 2019, between Rebecca Byam and HCW Biologics Inc. S-1 333-256510 10.7 07/09/2021 55 Incorporated by reference Filed or furnished herewith Exhibit No. Exhibit title Form File No. Exhibit No. Filing date 10.18+ Non-Employee Director Compensation Policy. S-1 333-256510 10.8 07/09/2021 10.19+ Employment Agreement, dated June 18, 2021, between Dr. Hing C. Wong and HCW Biologics Inc. S-1 333-256510 10.13 07/09/2021 10.20+ Executive Incentive Bonus Plan S-1 333-256510 10.11 07/09/2021 10.21† Exclusive License Agreement, dated December 24, 2020, between HCW Biologics Inc. and Wugen, Inc. S-1 333-256510 10.10 07/09/2021 10.22†# 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 10.23# Loan Agreement by and between HCW Biologics Inc. and Cogent Bank, dated August 15, 2022 10-Q 001-40591 10.1 11/07/2022 10.24# 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 10.25 Form of Subscription Agreement, dated February 20, 2024, by and between the Company and the Subscribers party thereto 8-K 001-40591 10.1 02/22/2024 10.26 Form of Amended and Restated Senior Secured Note Purchase Agreement, dated July 2, 2024, by and between the Company and the Purchase party thereto 10-Q 001-40591 10.1 08/14/2024 10.27 Form of Amended and Restated Pledge Agreement, dated July 2, 2024, by and among the Company, Escrow Agent and Noteholder parties thereto 10-Q 001-40591 10.3 08/14/2024 10.28 Form of Escrow Agreement, dated May 1, 2025, by and between the Company, Escrow Agent and Noteholder party thereto 10-Q 001-40591 10.4 08/14/2024 10.29 Form of First Amendment to Amended and Restated Secured Note Purchase Agreement, dated September 30, 2024, by and between the Company and Purchaser party thereto 10-Q 001-40591 10.5 11/14/2024 10.30 Form of Secured Promissory Note by and between the Company and the Holder party thereof 10-Q 001-40591 10.2 08/14/2024 10.31 Second Amendment to Amended and Restated Senior Secured Note Purchase Agreement and Related Agreements, dated May 1, 2025, between Company and Holder 10-Q 001-40591 10.12 08/18/2025 10.32 Equity Purchase Agreement, dated February 20, 2025, between the Company and Square Gate Master Fund - Series 4. 8-K 001-40591 10.1 2/21/2025 10.33 Registration Rights Agreement, dated February 20, 2025, between the Company and Square Gate Master Fund - Series 4 8-K 001-40591 10.2 2/21/2025 10.34 First Amendment to the Equity Purchase Agreement, dated August 14, 2025, between the Company and Square Gate Master Fund - Series 4. 8-K 001-40591 10.1 08/15/2025 56 Incorporated by reference Filed or furnished herewith Exhibit No. Exhibit title Form File No. Exhibit No. Filing date 10.35 Amended and Restated Amended and Restated License, Research and Co-Development Agreement, dated November 17, 2025, between the Company and Beijing Trimmune Biotech Co., Ltd. S-1 333-293396 10.40 02/11/2026 10.36†# Amendment 1 to Amended and Restated License, Research and Co-Development Agreement, dated January 27, 2026, between the Company and Beijing Trimmune Biotech Co., Ltd. S-1 333-293396 10.43 02/11/2026 10.37†# Shareholder Purchase Agreement, dated October 10, 2025, between co-founders of Beijing Trimmune Biotech Co., Ltd., including the Company S-1 333-293396 10.44 02/11/2026 10.38 Exclusive License Agreement 12-Month Suspension, dated May 29, 2025, between the Company and Wugen, Inc. 10-Q 001-40591 10.17 8/14/2025 10.39 Settlement Agreement and Release, dated July 13, 2024, by and between the Company and Altor BioScience, LLC, NantCell, Inc., and ImmunityBio, Inc. 10-Q 001-40591 10.6 11/14/2024 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 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, 2026, formatted in Inline XBRL (eXtensible Business Reporting Language):5 (i) the Condensed Balance Sheets as of December 31, 2025 and June 30, 2026 (unaudited); (ii) the Condensed Statements of Operations for the three and six months ended June 30, 2025 (unaudited) and June 30, 2026 (unaudited); (iv) the Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the three and six months ended June 30, 2025 (unaudited) and June 30, 2026 (unaudited); (v) the Condensed Statements of Cash Flows for the six months ended June 30, 2025 (unaudited) and June 30, 2026 (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. + 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. 57 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 14, 2026 By: /s/ Hing C. Wong Hing C. Wong Founder and Chief Executive Officer (Principal Executive Officer) Date: August 14, 2026 By: /s/ Rebecca Byam Rebecca Byam Chief Financial Officer (Principal Financial and Accounting Officer) 58