As
filed with the Securities and Exchange Commission on June 18, 2026
Registration
No. 333-296577
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Amendment
No. 1
to
FORM
S-1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
HCW
BIOLOGICS INC.
(Exact
name of Registrant as specified in its charter)
| Delaware |
|
2834 |
|
82-5024477 |
| (State
or Other Jurisdiction of |
|
Primary
Standard Industrial |
|
(I.R.S.
Employer |
| Incorporation
or Organization) |
|
Classification
Code Number |
|
Identification
Number) |
2929
N Commerce Parkway
Miramar,
FL 33025
(954)
842-2024
Address,
including zip code, and telephone number, including area code, of Registrant’s principal executive offices
Hing
C. Wong, Ph.D.
Chief
Executive Officer
HCW
Biologics Inc.
2929
N Commerce Parkway
Miramar,
FL 33025
(954)
842-2024
Name,
Address Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service
With
a copy to:
James
Groth
Clark
Hill PLC
130
E. Randolph St., Ste. 3900
Chicago,
IL 60601
(312)
985-5900 |
|
Yevgeniya
(Jeny) Zarmon
Clark
Hill PLC
210
Carnegie Center, Suite 102
Princeton,
NJ 08540
(609)
785-2918 |
Approximate
Date of Commencement of Proposed Sale to the Public: From time to time after the effective date of this registration statement, as
determined by market conditions.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
| Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
| |
|
Emerging
growth company |
☒ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the
Securities and Exchange Commission, acting pursuant to Section 8(a) of the Securities Act, may determine.
EXPLANATORY
NOTE
HCW
Biologics Inc. is filing this Amendment No. 1 to its Registration Statement on Form S-1 (File No. 333-296577) as an exhibits-only filing.
Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement,
the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and
has therefore been omitted.
PART
II
Item
16. Exhibits.
EXHIBIT
INDEX
| |
|
|
|
Incorporated
by reference
|
|
Filed
or |
| Exhibit
No. |
|
Exhibit
title |
|
Form |
|
File
No. |
|
Exhibit
No. |
|
Filing
date |
|
furnished
herewith |
| 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 |
|
|
| 3.2 |
|
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 Pre-Funded Common Stock Purchase Warrant |
|
8-K |
|
001-40591 |
|
4.2 |
|
02/19/2026 |
|
|
| 4.6 |
|
Form
of Common Stock Warrant, dated May 7, 2025, between Company and Holder |
|
10-Q |
|
001-40591 |
|
10.13 |
|
08/18/2025 |
|
|
| 4.7 |
|
Form
of Pre-Funded Common Stock Purchase Warrant |
|
8-K |
|
001-40591 |
|
4.1 |
|
5/21/2026 |
|
|
| 4.8 |
|
Form
of Common Stock Purchase Warrant |
|
8-K |
|
001-40591 |
|
4.2 |
|
5/21/2026 |
|
|
| 5.1 |
|
Opinion of Clark Hill PLC |
|
|
|
|
|
|
|
|
|
X
|
| 10.1 |
|
Form
of Inducement Agreement between the Company and Armistice Capital Management LLC |
|
8-K |
|
001-40591 |
|
10.1 |
|
11/20/2025 |
|
|
| 10.2 |
|
Securities
Purchase Agreement, dated February 17, 2026, between Company and Purchaser |
|
8-K |
|
001-40591 |
|
10.2 |
|
02/19/2026 |
|
|
| 10.3 |
|
Amendment
to Existing Warrants Agreement, dated February 17, 2026, between the Company and Purchaser |
|
8-K |
|
001-40591 |
|
10.3 |
|
02/19/2026 |
|
|
| 10.4 |
|
Form
of Lock-up Agreement |
|
S-1 |
|
333-393396 |
|
10.42 |
|
02/11/2026 |
|
|
| 10.5 |
|
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 |
|
|
| 10.6+ |
|
2019
Equity Incentive Plan, as amended, and forms of agreement thereunder. |
|
S-1/A |
|
333-256510 |
|
10.2 |
|
07/09/2021 |
|
|
| 10.7+ |
|
First
Amendment to 2019 Equity Incentive Plan. |
|
S-1/A |
|
333-256510 |
|
10.3 |
|
07/09/2021 |
|
|
| 10.8+ |
|
2021
Equity Incentive Plan and forms of agreement thereunder |
|
S-1/A |
|
333-256510 |
|
10.4 |
|
07/09/2021 |
|
|
| 10.9+ |
|
Employment
Agreement, dated July 6, 2021, between Peter Rhode and HCW Biologics Inc. |
|
S-1/A |
|
333-256510 |
|
10.6 |
|
07/09/2021 |
|
|
| 10.10+ |
|
Employment
Agreement, dated October 9, 2019, between Rebecca Byam and HCW Biologics Inc. |
|
S-1/A |
|
333-256510 |
|
10.7 |
|
07/09/2021 |
|
|
| |
|
|
|
Incorporated
by reference |
|
Filed
or
furnished
herewith |
| Exhibit
No. |
|
Exhibit
title |
|
Form |
|
File
No. |
|
Exhibit
No. |
|
Filing
date |
|
| 10.11+ |
|
Non-Employee
Director Compensation Policy. |
|
S-1/A |
|
333-256510 |
|
10.8 |
|
07/09/2021 |
|
|
| 10.12+ |
|
Employment
Agreement, dated June 18, 2021, between Dr. Hing C. Wong and HCW Biologics Inc. |
|
S-1/A |
|
333-256510 |
|
10.13 |
|
07/09/2021 |
|
|
| 10.13+ |
|
Executive
Incentive Bonus Plan |
|
S-1/A |
|
333-256510 |
|
10.11 |
|
07/09/2021 |
|
|
| 10.14† |
|
Exclusive
License Agreement, dated December 24, 2020, between HCW Biologics Inc. and Wugen, Inc. |
|
S-1/A |
|
333-256510 |
|
10.10 |
|
07/09/2021 |
|
|
| 10.15† |
|
Master
Services Agreement, dated March 14, 2019, between HCW Biologics Inc. and EirGenix, Inc. |
|
S-1/A
|
|
333-256510 |
|
10.12 |
|
07/09/2021 |
|
|
| 10.16†# |
|
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 |
|
|
| 10.17# |
|
Loan
Agreement by and between HCW Biologics Inc. and Cogent Bank, dated August 15, 2022 |
|
10-Q |
|
001-40591 |
|
10.1 |
|
11/07/2022 |
|
|
| 10.18# |
|
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 |
|
|
| 10.19 |
|
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 |
|
|
| 10.20 |
|
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 |
|
|
| 10.21 |
|
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 |
|
|
| 10.22 |
|
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 |
|
|
| 10.23 |
|
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 |
|
|
| 10.24 |
|
Form
of Secured Promissory Note by and between the Company and the Holder party thereof |
|
10-Q |
|
001-40591 |
|
10.2 |
|
08/14/2024 |
|
|
| 10.25 |
|
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 |
|
|
| 10.26 |
|
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 |
|
|
| 10.27 |
|
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 |
|
|
| 10.28 |
|
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 |
|
|
| |
|
|
|
Incorporated
by reference |
|
Filed
or
furnished
herewith |
| Exhibit
No. |
|
Exhibit
title |
|
Form |
|
File
No. |
|
Exhibit
No. |
|
Filing
date |
|
| 10.29 |
|
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 |
|
|
| 10.30†# |
|
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 |
|
|
| 10.31†# |
|
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 |
|
|
| 10.32 |
|
Exclusive
License Agreement 12-Month Suspension, dated May 29, 2025, between the Company and Wugen, Inc. |
|
10-Q |
|
001-40591 |
|
10.17 |
|
08/18/2025 |
|
|
| 10.33 |
|
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 |
|
|
| 10.34 |
|
Placement
Agency Agreement, dated February 17, 2026, between the Company and Maxim Group LLC |
|
8-K |
|
001-40591 |
|
10.1 |
|
02/19/2026 |
|
|
| 10.35 |
|
Form
of Securities Purchase Agreement |
|
8-K |
|
001-40591 |
|
10.1 |
|
5/21/2026 |
|
|
| 10.36 |
|
Form
of Registration Rights Agreement by and between the Company and the Investors |
|
8-K |
|
001-40591 |
|
10.2 |
|
5/21/2026 |
|
|
| 10.37 |
|
Form
of Placement Agency Agreement, by and between the Company and E.F. Hutton & Co. LLC |
|
8-K |
|
001-40591 |
|
10.3 |
|
5/21/2026 |
|
|
| 10.38* |
|
Form of Lock-Up Agreement |
|
|
|
|
|
|
|
|
|
|
| 23.1* |
|
Consent of Independent Registered Public Accounting Firm |
|
|
|
|
|
|
|
|
|
|
| 23.2 |
|
Opinion of Clark Hill PLC (included in Exhibit 5.1) |
|
|
|
|
|
|
|
|
|
X |
| 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 |
| 107* |
|
Filing Fee Table |
|
|
|
|
|
|
|
|
|
|
+
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.
*
Previously filed.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement on Form S-1 to
be signed on its behalf by the undersigned, in the city of Miramar, State of Florida, on June 18, 2026.
| |
HCW
BIOLOGICS INC. |
| |
|
|
| |
By: |
/s/
Hing C. Wong |
| |
Name: |
Hing
C. Wong |
| |
Title: |
Founder
& Chief Executive Officer |
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement on Form S-1 to
be signed on its behalf by the undersigned, thereunto duly authorized.
| Signature |
|
Title |
|
Date |
| |
|
|
*
Scott
T. Garrett |
|
Chairman
of the Board of Directors |
|
June
18, 2026 |
| |
|
|
*
Rebecca
Byam |
|
Chief
Financial Officer |
|
June
18, 2026 |
| |
|
|
*
Hing
C. Wong |
|
Chief
Executive Officer |
|
June
18, 2026 |
| |
|
|
*
Rick
S. Greene |
|
Director |
|
June
18, 2026 |
| |
|
|
*
Lisa
M. Giles |
|
Director |
|
June
18, 2026 |
| By: |
/s/
Hing C. Wong |
|
| |
Hing
C. Wong, Attorney-in-Fact |
|
ATTACHMENTS / EXHIBITS
EX-5.1
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