HCW Biologics Inc.

S-11 forms-1.htm S-1

As filed with the Securities and Exchange Commission on June 8, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-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, a non-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 contained 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 preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Resale of

up to 5,693,950 Shares of Common Stock

This prospectus relates to the proposed resale by the respective selling stockholders identified below of up to an aggregate of 5,693,950 shares of our common stock, par value $0.0001 per share (our “Common Stock”), consisting of:

On May 21, 2026, we entered into the Purchase Agreement with the Investors, pursuant to which we agreed to issue and sell an aggregate of 2,846,975 units at a purchase price of $1.405 per unit, with each unit consisting of (i) one share of Common Stock or, in lieu thereof, one Pre-Funded Warrant, and (ii) one Common Warrant to purchase one share of Common Stock (the “PIPE Transaction”). In connection with the closing of the PIPE Transaction, we issued 427,046 Shares and 2,419,929 Pre-Funded Warrants, and May 2026 Common Warrants to purchase up to an aggregate of 2,846,975 shares of Common Stock, for aggregate gross proceeds of approximately $4.0 million.

In connection with the PIPE Transaction, certain of our directors and executive officers and their affiliates purchased an aggregate of approximately $600,000 of the securities offered in the PIPE Transaction. Specifically, Hing C. Wong, our Founder and Chief Executive Officer, purchased $160,000 of securities, Scott Garrett, a member of our board of directors, purchased $250,000 of securities, and Rebecca Byam, our Chief Financial Officer, purchased $20,000 of securities. In addition, certain affiliates and associated investors, including Chris and Ling Cheung, Michael Poon and Manwah Wong, and H&H Yeung Corporation, purchased an aggregate of approximately $170,000 of the securities. Such purchases were made on the same terms and conditions as those offered to the other Investors in the PIPE Transaction.

The Pre-Funded Warrants are exercisable immediately at an exercise price of $0.0001 per share and will remain exercisable until exercised in full. The May 2026 Common Warrants are exercisable immediately at an exercise price of $1.28 per share and will expire five and one-half years from the date of issuance.

We are registering the resale of the Shares and the Warrant Shares pursuant to the registration rights granted to the Investors in that certain Registration Rights Agreement, dated May 21, 2026, by and among us and the Investors.

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 proceeds from the sale of shares of our Common Stock by the selling stockholders and proceeds from the exercise of Pre-Funded Warrants will be nominal. However, we may receive proceeds from the exercise of the May 2026 Common Warrants, if exercised for cash.

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 will bear all commissions and discounts, if any, attributable to their sales of shares of our Common Stock. 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 June 3, 2026, the last quoted sale price for our Common Stock as reported on Nasdaq was $1.68 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 9 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 June , 2026

TABLE OF CONTENTS

The registration statement containing this prospectus, including the exhibits to the registration statement, provides additional information about us and the securities offered under this prospectus. The registration statement, including the exhibits, can be read on our website and the website of the Securities and Exchange Commission. See “Where You Can Find More Information.”

Information contained in, and that can be accessed through our web site, www.hcwbiologics.com shall not be deemed to be part of this prospectus or incorporated herein by reference and should not be relied upon by any prospective investors for the purposes of determining whether to purchase the shares offered hereunder.

Unless the context otherwise requires, the terms “we,” “us,” “our,” the “Company,” “HCW Biologics,” “HCWB,” and “our business” refer to HCW Biologics Inc. and “this offering” refers to the offering contemplated in this prospectus.

Neither we nor the selling stockholders have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby, but only under the circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus or in any applicable free writing prospectus is current only as of its date, regardless of its time of delivery or any sale of securities hereunder. Our business, financial condition, results of operations and prospects may have changed since that date. We are not, and the selling stockholders are not, making an offer of these securities in any jurisdiction where such offer is not permitted.

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