HCW Biologics Inc.
For the period ended Dec 31, 2024. Filed Mar 28, 2025.
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FY2024 · Filed Mar 28, 2025
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Item 15. Exhibits, Financial Statement Schedules
(a)(1) Financial Statements
The information concerning HCW Biologics’ audited financial statements and the Report of Independent Registered Public Accounting Firm required by this Item 15(a)(1) is incorporated by reference herein to the section of this Annual Report, Item 8, titled, “Financial Statements and Supplementary Data.”
(a)(2) Financial Statement Schedules
All financial statement schedules have been omitted as the information is not required under the related instructions or is not applicable or because the information required is already included in the audited financial statements or the notes to those audited financial statements.
(a)(3) Exhibits
We have filed, or incorporated into this Annual Report by reference, the exhibits listed on the accompanying Exhibit Index immediately preceding the signature page of this Annual Report.
Exhibit Index
| Incorporated by reference · Filed orfurnishedherewith | |||||
|---|---|---|---|---|---|
| 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 |
| 3.2 | 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 Common Stock Purchase Warrant between the Company and Holder | 8-K | 001-40591 | 4.1 | 11/20/2024 |
| 4.4 | Form of Pre-Funded Common Stock Purchase Warrant between the Company and Holder | 8-K | 001-40591 | 4.2 | 11/20/2024 |
| 10.1 | 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 |
| 10.2+ | 2019 Equity Incentive Plan, as amended, and forms of agreement thereunder. | S-1 | 333-256510 | 10.2 | 07/09/2021 |
| 10.3+ | First Amendment to 2019 Equity Incentive Plan. | S-1 | 333-256510 | 10.3 | 07/09/2021 |
| 10.4+ | 2021 Equity Incentive Plan and forms of agreement thereunder | S-1 | 333-256510 | 10.4 | 07/09/2021 |
| 10.5+ | Employment Agreement, dated July 6, 2021, between Peter Rhode and HCW Biologics Inc. | S-1 | 333-256510 | 10.6 | 07/09/2021 |
| 10.6+ | Employment Agreement, dated October 9, 2019, between Rebecca Byam and HCW Biologics Inc. | S-1 | 333-256510 | 10.7 | 07/09/2021 |
| 10.7+ | Non-Employee Director Compensation Policy. | S-1 | 333-256510 | 10.8 | 07/09/2021 |
| 10.8+ | Employment Agreement, dated June 18, 2021, between Dr. Hing C. Wong and HCW Biologics Inc. | S-1 | 333-256510 | 10.13 | 07/09/2021 |
| 10.9+ | Executive Incentive Bonus Plan | S-1 | 333-256510 | 10.11 | 07/09/2021 |
| 10.10† | Exclusive License Agreement, dated December 24, 2020, between HCW Biologics Inc. and Wugen, Inc. | S-1 | 333-256510 | 10.10 | 07/09/2021 |
| 10.11† | Master Services Agreement, dated March 14, 2019, between HCW Biologics Inc. and EirGenix, Inc. | S-1 | 333-256510 | 10.12 | 07/09/2021 |
| 10.12†# | 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 |
| 10.13 | Capital on DemandTM Sales Agreement, dated August 19, 2022, by and between HCW Biologics Inc. and Jones Trading Institutional Services LLC | S-3 | 333-266991 | 1.2 | 08/19/2022 |
| 10.14 | Loan Agreement by and between HCW Biologics Inc. and Cogent Bank, dated August 15, 2022 | 10-Q | 001-40591 | 10.1 | 11/07/2022 |
| 10.15 | 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 |
| 10.16 | Form of Subscription Agreement, dated February 20, 2024, by and between the Company and the Subscribers party thereto | 8-K | 011-40591 | 10.1 | 02/22/2024 |
| 10.17*†# | Form of Senior Secured Note Purchase Agreement, dated March 28, 2024, by and between the Company and the Purchaser party thereto | 10-K | 011-40591 | 10.17 | 04/01/2024 |
| 10.18*†# | Form of Senior Secured Promissory Note, dated March 28, 2024, by and between the Company and the Holder party thereof | 10-K | 011-40591 | 10.18 | 04/01/2024 |
| 10.19*†# | Form of Pledge Agreement, dated March 28, 2024, by and between the Company, Escrow Agent and Noteholder party thereto | 10-K | 011-40591 | 10.19 | 04/01/2024 |
| 10.20*†# | Form of Escrow Agreement, dated March 28, 2024, by and between the Company, Escrow Agent and Noteholder party thereto | 10-K | 011-40591 | 10.20 | 04/01/2024 |
| 10.21 | Form of Amended and Restated Senior Secured Note Purchase Agreement, dated July 2, 2024, by and between the Company and the Purchaser party thereto | 10-Q | 011-40591 | 10.1 | 8/14/2024 | |
| 10.22 | Form of Senior Secured Promissory Note by and between the Company and the Holder party thereof | 10-Q | 011-40591 | 10.2 | 8/14/2024 | |
| 10.23 | Form of Amended and Restated Pledge Agreement, dated July 2, 2024, by and among the Company, Escrow Agent and Noteholder parties thereto | 10-Q | 011-40591 | 10.3 | 8/14/2024 | |
| 10.24 | Form of Escrow Agreement, dated July 2, 2024, by and among the Company, Escrow Agent and Noteholder parties thereto | 10-Q | 011-40591 | 10.4 | 8/14/2024 | |
| 10.25 | Form of First Amendment to the Amended and Restated Senior Secured Note Purchase Agreement, dated September 30, 2024, by and between the Company and Purchaser parties thereto | 10-Q | 011-40591 | 10.5 | 11/14/2024 | |
| 10.26 | Settlement Agreement and Release, dated July 13, 2024, by and between the Company and Altor BioScience, LLC, NantCell, Inc., and ImmunityBio, Inc. | 10-Q | 011-40591 | 10.6 | 11/14/2024 | |
| 10.27 | License, Research and Co-Development Agreement with WY Biotech dated November 17, 2024 | X | ||||
| 10.28 | Letter Agreement for Principal Terms for the Amendment of the License, Research and Co-Development Agreement with WY Biotech dated March 17, 2025 and Company’s Letter to Agree and Accept dated March 19, 2025 | X | ||||
| 10.29 | Placement Agency Agreement, dated November 18, 2024, between Company and Maxim Group LLC | 8-K | 011-40591 | 10.1 | 11/20/2024 | |
| 10.30 | Securities Purchase Agreement, dated November 18, 2024, between the Company and Purchaser | 8-K | 011-40591 | 10.2 | 11/20/2024 | |
| 10.31 | Form of Common Stock Warrant Purchase Agreement, dated November 18, 2024, between Company and Holder | 8-K | 011-40591 | 4.1 | 11/20/2024 | |
| 10.32 | Form of Pre-Funded Warrant Purchase Agreement, dated November 18, 2024, between Company and Holder | 8-K | 011-40591 | 4.2 | 11/20/2024 | |
| 10.33 | Equity Purchase Agreement, dated February 20, 2025, between the Company and Square Gate Master Fund - Series 4. | 8-K | 011-40591 | 10.1 | 2/21/2025 | |
| 10.34 | Registration Rights Agreement, dated February 20, 2025, between the Company and Square Gate Master Fund - Series 4 | 8-K | 011-40591 | 10.2 | 2/21/2025 | |
| 10.35 | Definitive Proxy Statement dated February 21, 2025, on Form 14A, including Appendices | X | ||||
| 23.1 | Consent of Independent Register Public Accounting Firm (Grant Thornton, Predecessor) | X | ||||
| 23.2 | Consent of Independent Registered Public Accounting Firm (Crowe, Successor) | X | ||||
| 31.1 | Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and Rule 15d-14(a) of the Exchange Act | X | ||||
| 31.2 | Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and Rule 15d-14(a) of the Exchange Act | X | ||||
| 32.1* | Certification of Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 32.2* · Certification of Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 · X | ||||||
|---|---|---|---|---|---|---|
| 97.1 | HCW Biologics Inc. Compensation Recovery Policy | 10-K | 011-40591 | 97.1 | 04/01/2024 | |
| 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 | ||||
- Furnished and not filed.
- 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.
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