HCW Biologics Inc.

S-11 d891216ds1.htm S-1

As filed with the Securities and Exchange Commission on April 4, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

**FORMS-1 **

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

HCW BIOLOGICS INC.

(Exact name of Registrant as specified in its charter)

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.

Name, Address Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service

With a copy to:

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, anon-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.

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.

The information in this prospectus is not complete and may be changed. The selling stockholder may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any state where such offer or sale is not permitted.

Resale of

up to $40,000,000 in Shares of Common Stock,

and

up to a total of 7,101,615 Shares of Common Stock

This prospectus relates to the proposed resale by the respective selling stockholders identified below of up to the following respective amounts of shares of our common stock, par value $0.0001 per share (our “Common Stock”):

(1) The proposed resale by Square Gate Capital Master Fund, LLC – Series 4 (“Square Gate”) or its permitted assigns of up to an aggregate of $20,000,000 of shares of our Common Stock, plus, at HCWB’s option upon utilizing the initial $20,000,000, an additional amount equal to the lesser of 100% of the Company’s market capitalization at the time of exercise of such option or $20,000,000, over the 36-month term of the ELOC Purchase Agreement, which may be issued pursuant to an equity purchase agreement dated as of February 20, 2025 (the “ELOC Purchase Agreement”) and 384,615 shares of our Common Stock issued to Square Gate on March 12, 2025 as its Commitment Fee under the ELOC Purchase Agreement (the “Commitment Shares”). Shares of our Common Stock issuable under the ELOC Purchase Agreement (other than the Commitment Shares), if and when they are sold to Square Gate pursuant to the terms of the ELOC Purchase Agreement, will be sold at a per share price equal to 98% of the lowest daily volume-weighted average price (“VWAP”) during the three trading days following the date of the Company’s Put Notice requiring such purchase. See the sections of this prospectus entitled “Prospectus Summary-The Offering” and “The ELOC Transaction” for more detail regarding the sale of shares under the ELOC Purchase Agreement.

(2) The proposed resale by Armistice Capital Master Fund Ltd. (“Armistice”) or its permitted assigns of up to an aggregate of 6,717,000 shares of our Common Stock (the “Warrant Shares”), which may be issued pursuant to a Common Stock Purchase Warrant dated as of November 20, 2025 (the “Purchase Warrant”). Shares of our Common Stock issuable under the Purchase Warrant, if and when they are sold to Armistice pursuant to the terms of the Purchase Warrant, will be sold at a price of $[1.03] per share. See the sections of this prospectus entitled “Prospectus Summary-The Offering” and “The Armistice Transaction” for more detail regarding the sale of shares under the Purchase Warrant.

As used in this prospectus, references to the “Company,” “HCW Biologics,” “HCWB,” “we,” “us” or “our” refer to HCW Biologics Inc., a Delaware corporation. As used in this prospectus, “selling stockholders” refers to Square Gate and Armistice and their respective permitted assigns.

We are registering the offer and sale of these securities to satisfy certain registration rights we have granted to Square Gate, and to facilitate Armistice’s exercise of the Purchase Warrant and issuance of shares of our Common Stock thereunder. The selling stockholders may offer, sell, or distribute all or a portion of the securities hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from such sales of the shares of our Common Stock. We will bear all costs, expenses, and fees in connection with the registration of these securities, including with regard to compliance with state securities or “blue sky” laws. The selling stockholders of the Warrant Shares will bear all commissions and discounts, if any, attributable to their sale of shares of our Common Stock. We will bear certain commissions and discounts, if any, attributable to the sale of the Commitment Shares and the shares of our Common Stock underlying the ELOC Purchase Agreement. See the section entitled “Plan of Distribution” of this prospectus for additional information.

Our Common Stock is listed on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “HCWB”. On April 2, 2025, the last quoted sale price for our Common Stock as reported on Nasdaq was $0.2817 per share.

We are an “emerging growth company,” as defined under the federal securities laws, and, as such, may elect to comply with certain reduced public company reporting requirements for future filings.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 11 of this prospectus before investing in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2025