HCW Biologics Inc.

Sale of Unregistered Shares of Common Stock

During the past three years, we sold the following securities without registration under the Securities Act:

On February 20, 2024, the Company completed a private placement of 7,441 shares of Common Stock to certain officers and directors for aggregate gross proceeds of approximately $2.5 million. The shares were sold at a purchase price of $336.00 per share. The Board of Directors and the Audit Committee reviewed the transaction pursuant to the Company’s Related Party Transactions Policy and determined that the transaction complied with the policy.

On November 18, 2024, the Company entered into a securities purchase agreement with Armistice Capital Master Fund Ltd. (“Armistice”). In a concurrent private placement completed on November 20, 2024, the Company issued unregistered warrants to purchase up to 27,988 shares of Common Stock (the “Armistice Warrants”). On April 16, 2025, the SEC declared effective a registration statement on Form S-1 (File No. 333-286409) covering the resale of the shares underlying the Armistice Warrants.

On March 12, 2025, in connection with an equity purchase agreement entered into with Square Gate Capital Master Fund, LLC – Series 4, the Company issued 9,616 shares of Common Stock as a commitment fee.

On May 7, 2025, pursuant to the terms of an amendment to certain outstanding Secured Notes approved by stockholders on March 31, 2025, the Company issued 42,181 shares of Common Stock and warrants to purchase an additional 21,090 shares of Common Stock in connection with the conversion of approximately $6.6 million principal amount of Secured Notes and related amounts.

On November 19, 2025, the Company entered into a warrant inducement transaction with Armistice, pursuant to which Armistice exercised existing warrants to purchase 251,702 shares of Common Stock, resulting in aggregate gross proceeds to the Company of approximately $4.0 million. In consideration for such exercise, the Company issued new unregistered warrants to purchase up to 503,402 shares of Common Stock at an exercise price of $14.46 per share. On January 29, 2026, the SEC declared effective a registration statement on Form S-1 (File No. 333-292652) covering the resale of the shares underlying such warrants.

On November 19, 2025, the Company entered into a warrant inducement agreement with Armistice pursuant to which Armistice exercised existing warrants to purchase 251,702 shares of Common Stock at a reduced exercise price, resulting in gross proceeds to the Company of approximately $4.0 million. In consideration for such exercise, the Company issued new unregistered warrants to purchase up to 503,402 shares of Common Stock at an exercise price of $14.46 per share. On January 29, 2026, the SEC declared effective a registration statement on Form S-1 (File No. 333-292652) covering the resale of the shares underlying such warrants.

On May 21, 2026, the Company completed a private placement of an aggregate of 474,496 units to a group of existing investors, including certain directors, officers and significant stockholders, for aggregate gross proceeds of approximately $4.0 million. Each unit consisted of one share of Common Stock (or a pre-funded warrant in lieu thereof) and one warrant to purchase one share of Common Stock. On June 18, 2026, the SEC declared effective a registration statement on Form S-1 (File No. 333-296577) covering the resale of the securities issued in the private placement.

On July 29, 2026, the Company completed a private placement with certain accredited investors in which the Company sold 618,682 units, each unit consisting of one share of Common Stock, or a Pre-Funded Warrant in lieu thereof, and (ii) the right to receive one Common Stock Warrant upon, and subject to, stockholder approval of the issuance of such Common Stock Warrants, which approval the Company is obligated to seek pursuant to the terms of the purchase agreement. Gross proceeds of the offering were approximately $1.6 million before deducting offering expenses. The Company entered into a Registration Rights Agreement pursuant to which it agreed to file a registration statement covering the resale of the shares of Common Stock issued in the private placement, the shares issuable upon exercise of the Pre-Funded Warrants and the shares issuable upon exercise of the Common Stock Warrants. Hing C. Wong, Ph.D., our Founder and Chief Executive Officer, Scott Garrett, Chairman of our board of directors, and Lee Flowers, our Senior Vice President of Business Development, participated in the private placement on the same terms and conditions as the other investor.

The foregoing issuances were made in reliance upon exemptions from registration under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder, as applicable.

Issuer Repurchases of Equity Securities

None.