HCW Biologics files S-1 for resale of 1.8 million shares tied to September PIPE
The filing covers warrant shares from a $1.5 million financing and details Nasdaq compliance history and multiple unremediated internal control weaknesses.
HCW Biologics Inc. filed a Form S-1 with the SEC on October 2, 2026, registering the resale of up to 1,807,228 shares of common stock by a single selling stockholder. The shares consist of up to 903,614 shares issuable upon exercise of pre-funded warrants issued on September 24, 2026, and up to 903,614 shares issuable upon exercise of common stock purchase warrants to be issued following stockholder approval under Nasdaq Listing Rule 5635(d)1.
The units underlying the warrants were sold at $1.6599 per unit, and the company issued 903,614 pre-funded warrants for aggregate gross proceeds of approximately $1.5 million before expenses.1 The common warrants will carry a $1.66 exercise price and expire five and one-half years from issuance once stockholder approval is obtained.1
On the clinical side, HCW9302, an IL-2 fusion protein targeting regulatory T cells, is being tested in alopecia areata patients under trial NCT07049328, with a June 16, 2026 preliminary readout showing the drug was generally well tolerated with no dose-limiting toxicities and signs of clinical activity in the second dose cohort.1 A full Phase 1 readout is expected in the fourth quarter of 2026.1 Separately, after a Type B pre-IND meeting with the FDA in July 2026, the company said it remains on track to file for a Phase 1 trial of HCW11-018b in solid tumors in the first half of 2027.1
The filing also discloses ongoing Nasdaq compliance issues. On July 29, 2026, the SEC temporarily stayed the effectiveness of its July 22, 2026 order approving a new Nasdaq continued listing standard requiring a $5.0 million market value of listed securities.1 The company remains subject to a Mandatory Panel Monitor until June 17, 2027.1
The S-1 further details unresolved debt. A December 30, 2025 settlement with law firm Cooley LLP tied to an arbitration involving Dr. Wong, the company, and ImmunityBio resolved a $7.5 million obligation for $2.0 million in cash plus contingent payments up to $5.5 million.1 After an August 31, 2026 payment of $10,000, the parties are negotiating terms for the remaining $740,000 owed.1
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