HCW Biologics Inc.

*Effective Date; Symbol; CUSIP Number.*The Reverse Stock Split will become effective with Nasdaq, and the Common Stock will begin trading on a reverse split-adjusted basis, at the open of business on the Effective Date. In connection with the Reverse Stock Split, the CUSIP number for the Common Stock will change to 40423R303.

Split Adjustment; Treatment of Fractional Shares. On the Effective Date, the total number of shares of Common Stock held by each stockholder of the Company will be converted automatically into the number of shares of Common Stock equal to: (i) the number of issued and outstanding shares of Common Stock held by each such stockholder immediately prior to the Reverse Stock Split divided by (ii) six (6). Any fractional share of Common Stock that would otherwise result from the Reverse Stock Split will be rounded up to the next whole share and, as such, any stockholder who otherwise would have held a fractional share after giving effect to the Reverse Stock Split will instead hold one whole share of the post-Reverse Stock Split Common Stock after giving effect to the Reverse Stock Split. As a result, no fractional shares will be issued in connection with the Reverse Stock Split and no cash, scrip, or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from the Reverse Stock Split. The Company intends to treat stockholders holding shares of Common Stock in “street name” (that is, held through a bank, broker, or other nominee) in the same manner as stockholders of record whose shares of Common Stock are registered in their names. Banks, brokers, or other nominees will be instructed to effect the Reverse Stock Split for their beneficial holders holding shares of the Company’s Common Stock in “street name”; however, these banks, brokers, or other nominees may apply their own specific procedures for processing the Reverse Stock Split.

Also, on the Effective Date, all options and warrants of the Company outstanding immediately prior to the Reverse Stock Split will be adjusted by (i) dividing the number of shares of Common Stock into which the options and warrants are exercisable or convertible by six (6) and (ii) multiplying the exercise or conversion price thereof by six (6), all in accordance with the terms of the plans, agreements, or arrangements governing such options and warrants and subject to rounding up to the nearest whole share.

Non-Certificated Shares. Those Company stockholders who hold their shares in electronic form do not need to take any action, as the effect of the Reverse Stock Split will automatically be reflected in their accounts with the Company’s transfer agent. Those stockholders who hold their shares in “street name” will receive instructions from their bank, broker, or nominee.

*Amended Certificate of Incorporation.*The Company effected the Reverse Stock Split pursuant to the Company’s filing of a Certificate of Amendment of Certification of Incorporation with the Secretary of State of the State of Delaware on June 24, 2026 to advance the first day of trading on a reverse split-adjusted basis to the Effective Date, all in accordance with the Delaware General Corporation Law. The Certificate of Amendment of Certificate of Incorporation is expected to become effective at or about 12:01 a.m. Eastern time on the Effective Date. A copy of the Certificate of Amendment of Certificate of Incorporation is attached as Exhibit 3.1 to this Current Report.

*Stockholder Approval.*As disclosed above and as reported on Form 8-K filed on June 15, 2026, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to implement one or more reverse stock splits of the outstanding shares of the Common Stock (as necessary to maintain a listing of the Common Stock on Nasdaq in an aggregate range from one-for-five (1:5) up to one-for-twenty (1:20), or anywhere between, all as determined in the sole discretion of the Company’s Board of Directors. The stockholder approval occurred at the Annual Meeting of Stockholders held on June 15, 2026 at 10 a.m. Eastern time.

Capitalization. Prior to the Reverse Stock Split, the Company was authorized to issue 250,000,000 shares of Common Stock. There will be no change in the number of authorized shares as a result of the Reverse Stock Split. As of June 25, 2026, there were 9,581,079 shares of Common Stock outstanding. As a result of the Reverse Stock Split, there will be approximately 1,596,849 shares of Common Stock outstanding (subject to adjustment due to the effect of rounding fractional shares into whole shares). The number of shares of preferred stock that the Company is authorized to issue will not be impacted; none is currently issued and outstanding.

Immediately after the Reverse Stock Split, each stockholder’s relative ownership interest in the Company and proportional voting power will remain virtually unchanged except for minor changes and adjustments that will result from rounding fractional shares of Common Stock into whole shares.