UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 1726, 2026

HCW Biologics Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-40591	82-5024477
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2929 N. Commerce Parkway
Miramar, Florida		33025
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 954 842-2024

    

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	HCWB	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☒

Item 13.01 EntryNotice intoof Delisting or Failure to Satisfy a MaterialContinued DefinitiveListing AgreementRule or Standard; Transfer of Listing.

On February 1726, 2026, the HCW Biologics Inc. (the “Company”) ~~entered~~received ~~into~~written anotice ~~securities~~form ~~purchase agreement (“SPA”) with a single institutional investor (~~the ~~"Purchaser")~~Listing ~~pursuant~~Qualifications toStaff ~~which the Company agreed to offer and sell, in a follow-on public offering~~ (the “~~Offering~~Staff”), ~~2,477,292~~of ~~units (~~the ~~“Units”)~~Nasdaq ~~consisting~~Capital ofMarket ~~(i)~~Nasdaq ~~2,477,292~~Stock ~~shares~~Market ~~(the~~LLC (“~~Common Shares~~Nasdaq”) ofthat the ~~Company’s~~Nasdaq ~~common~~Hearings ~~stock,~~Panel ~~$0.0001 par value per share~~ (the “~~Common Stock~~Panel”) ~~or,~~found inthat ~~lieu~~the ~~thereof,~~Company upregained tocompliance ~~2,477,292 Pre-Funded~~with ~~Warrants~~all ~~(as~~continued ~~defined~~listing ~~below)~~rules toof ~~purchase~~the upNasdaq toCapital ~~2,477,292~~Market ~~shares of Common Stock~~ (the “~~Pre-Funded Warrant Shares~~Exchange”), ~~and~~according ~~(ii) up~~ to ~~2,477,292 common stock purchase warrants~~ the ~~exercise~~terms of ~~which is conditioned on stockholder approval (~~the ~~“Common~~Panel’s ~~Warrants”,~~decision ~~and~~letter ~~together~~dated ~~with~~October ~~the Pre-Funded Warrants~~13, ~~the “Warrants”) to purchase up to 2,477,292 shares of Common Stock~~2025.

On ~~February~~October 1713, ~~2026~~2025, the ~~Company~~Panel ~~also~~had ~~entered~~granted ~~into~~the aCompany ~~privately~~an ~~negotiated~~extension ~~agreement~~in ~~with the Purchaser,~~ which ~~holds~~to ~~certain~~regain ~~existing~~compliance ~~outstanding~~with ~~warrants~~all tocontinued ~~purchase~~listing uprules ~~to 3,020,410 shares~~ of ~~Common Stock (~~the ~~“Prior~~Exchange, ~~Warrants”)~~subject to, ~~seek~~among ~~stockholder~~other ~~approval~~things, ~~in accordance with applicable Nasdaq rules to reduce~~ the ~~exercise~~Company ~~price~~demonstrating ofcompliance ~~such~~with ~~Prior~~Listing ~~Warrants~~Rule to5550(b)(1), the ~~public offering price per Unit paid in the Offering (the~~ “~~Existing~~Equity ~~Warrants Amendment Agreement~~Rule,”). ~~There~~by ~~can~~December be31, no2025, ~~assurance~~and ~~that~~with weall ~~will~~other ~~obtain~~Exchange ~~such~~continued ~~stockholder~~listing ~~approval~~rules orby ~~amend~~February ~~the~~16, ~~Prior Warrants or as to the final terms of any amendments to the Prior Warrants~~2026.

~~The~~In ~~combined~~accordance ~~purchase~~with ~~price~~the ~~for~~partial ~~each~~compliance ~~unit~~letter ~~consisting~~dated ofJanuary ~~one~~7, ~~share~~2026, ofthe ~~Common~~Company ~~Stock~~remains ~~and~~subject ~~accompanying~~to ~~Common~~the ~~Stock~~Mandatory ~~Warrant~~Panel toMonitor ~~purchase~~for ~~one~~a ~~share~~period of ~~Common~~one ~~Stock~~year isfrom $0the date of this letter.~~6055~~ If, ~~per~~within ~~unit~~that one-year monitoring period, ~~and~~the Staff finds the ~~combined~~Company ~~purchase~~again ~~price~~out ~~for~~of ~~each~~compliance ~~unit~~with ~~consisting~~the Equity Rule that was the subject of ~~one~~the ~~Pre-Funded~~exception, ~~Warrant~~notwithstanding ~~that~~Rule ~~may~~5810(c)(2), the Company will not be ~~exercised~~permitted ~~for~~to ~~one~~provide ~~share~~the Staff with a plan of ~~Common~~compliance ~~Stock~~with respect to that deficiency and ~~accompanying~~the ~~Common~~Staff ~~Stock~~will ~~Warrant~~not be permitted to ~~purchase~~grant ~~one~~additional ~~share~~time offor ~~Common~~the ~~Stock~~Company isto ~~$0.6054.~~regain ~~The~~compliance ~~Common~~with ~~Stock~~respect ~~Warrants~~to ~~have~~that deficiency, nor will the Company be afforded an ~~exercise~~applicable ~~price~~cure ofor ~~$0.6055~~compliance ~~per~~period ~~share~~pursuant to Rule 5810(c)(3). Instead, the Staff will beissue ~~exercisable~~a ~~only~~Delist ~~upon~~Determination ~~receipt~~Letter ofand ~~stockholder~~the ~~approval~~Company ~~thereof~~will inhave ~~accordance~~an ~~with~~opportunity ~~applicable~~to ~~Nasdaq~~request ~~rules,~~a ~~and~~new ~~expire~~hearing onwith the ~~five-year~~initial ~~anniversary~~Panel ofor ~~such~~a ~~stockholder~~newly ~~approval~~convened Hearings Panel if the initial Panel is unavailable. The ~~Pre-Funded~~Company ~~Warrants~~will have anthe ~~exercise~~opportunity ~~price~~to ofrespond/present $0to the Hearings Panel as provided by Listing Rule 5815(d)(4)(C).~~0001,~~ ~~are~~The ~~exercisable~~Company’s ~~immediately~~securities ~~and~~may ~~will~~be ~~not~~at ~~expire~~that ~~until~~time ~~exercised~~delisted infrom ~~full~~Nasdaq.

The securities described above are being offered pursuant to a registration statement on Form S-1, as amended (File No. 333-293396), which was declared effective by the Securities and Exchange Commission (the “SEC”) on February 17, 2026.

The gross proceeds to the Company from the Offering are approximately $1.5 million before deducting the placement agent’s fees and other offering expenses payable by the Company. The Offering closed on February 19, 2026.

On February 17, 2026, 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 6.9% of gross proceeds from the sale of Common 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 $65,000. The Placement Agency Agreement also contains representations, warranties, indemnification and other provisions customary for transactions of this nature.

The foregoing descriptions of the Placement Agency Agreement, SPA, Existing Warrants Amendment Agreement, Common Stock Warrants, and Pre-Funded Warrants filed as Exhibits 10.1, 10.2, 10.3, 4.1 and 4.2 respectively to this Current Report on Form 8-K do not purport to be complete and are qualified in their entirety by the full text of each respective document.

Item 7.01 Regulation FD Disclosure.

On February 17, 2026, the Company issued a press release announcing the pricing of this Offering described above. A copy of that press release is furnished as Exhibit 99.1 hereto.

Item 8.01 Other Events.

This Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
4.1		Form of Common Stock Purchase Warrant
99.1		Press release dated March 2, 2026.
4.2		Form of Pre-Funded Common Stock Purchase Warrant
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).
10.1		Placement Agency Agreement, dated February 17, 2026, between the Company and Maxim Group LLC
10.2		Securities Purchase Agreement, dated February 17, 2026, between the Company and Purchaser
10.3		Amendment to Existing Warrants Agreement, dated February 17, 2026, between the Company and Purchaser
99.1		Press release, dated February 17, 2026, announcing pricing of the Offering

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 hereunto duly authorized.

			HCW BIOLOGICS INC.
Date:	~~February~~March 192, 2026	By:	/s/ Hing C. Wong
			Hing C. WongFounder and Chief Executive Officer
			Hing C. Wong, Founder and Chief Executive Officer

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