HCW Biologics Inc.

S-11 d783817ds1.htm S-1

As filed with the Securities and Exchange Commission on January 9, 2026

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 stockholders 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 3,400,033 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 certain investors who previously purchased senior secured promissory notes from us throughout 2024 of (a) 253,083 shares of our Common Stock issued to such investors upon the conversion of approximately $6.6 million aggregate principal amount of those notes on May 7, 2025 (the “Conversion Shares”), and (b) up to 126,540 shares of our Common Stock that may be issued upon exercise of the warrants issued to such investors in connection with that conversion (the “Conversion Warrants”). As of October 31, 2024, we issued an aggregate of approximately $6.9 million principal amount of senior secured promissory notes to a group of accredited investors (the “Secured Notes”). On May 7, 2025, pursuant to an amendment to the secured note purchase agreement approved by our stockholders, the holders of approximately $6.6 million of the Secured Notes elected to convert their notes into equity, and we issued to them the Conversion Shares and the Conversion Warrants. The Conversion Shares were originally subject to a 180-day lock-up, which has since expired. We are registering the resale of the Conversion Shares and the shares issuable upon exercise of the Conversion Warrants pursuant to the registration rights granted in the amendment effecting the conversion.

(2) The proposed resale of securities held by Armistice Capital Master Fund Ltd. (“Master Fund”) and beneficially owned by Armistice Capital, LLC (“Armistice”), as the investment manager of the Master Fund, of 3,020,410 shares (the “Warrant Shares”) that are issuable upon the exercise of certain new unregistered Common Stock Purchase Warrants issued by us on November 19, 2025 (the “New Warrants”) in conjunction with the Inducement Agreement. Specifically, on November 19, 2025, we entered into a warrant inducement agreement (the “Inducement Agreement”) with Armistice, pursuant to which the Armistice agreed to immediately exercise in full (i) 167,925 warrants originally issued on November 20, 2024 and amended on May 15, 2025, and (ii) 1,342,280 warrants originally issued on May 15, 2025, for an aggregate of 1,510,205 shares of our Common Stock at a reduced amended exercise price of $2.66 per share, generating gross proceeds of approximately $4.0 million (collectively, the “Existing Warrants”). Of these shares, approximately 299,000 were issued at closing, and the remaining 1,211,205 shares were held in abeyance, subject to issuance as and when permitted pursuant to the beneficial ownership limitations contained in the Existing Warrants. In consideration for the immediate exercise of all such warrants, and pursuant to the Inducement Agreement, we issued to the Investor the New Warrants to purchase an aggregate of 3,020,410 shares of our Common Stock, at an exercise price of $2.41 per share. The New Warrants are exercisable immediately and expire five andone-half years from their issuance.

We are registering the resale of the Warrant Shares pursuant to the registration rights set forth in the Inducement Agreement. 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 stockholder of the Warrant Shares will bear all commissions and discounts, if any, attributable to its sale of shares of our Common Stock. See the section entitled “Plan of Distribution” of this prospectus for additional information.

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 Armistice and its permitted assigns.

Our Common Stock is listed on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “HCWB”. On January 6, 2026, the last quoted sale price for our Common Stock as reported on Nasdaq was $1.20 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 is speculative and involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 14 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 , 2026