HCW Biologics Inc.

S-11 forms-1.htm S-1

As filed with the Securities and Exchange Commission on October 2, 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 stockholder 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 1,807,228 Shares of Common Stock

This prospectus relates to the proposed resale by the selling stockholder identified below of up to an aggregate of 1,807,228 shares of our common stock, par value $0.0001 per share (our “Common Stock”), consisting of:

On September 23, 2026, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an existing institutional investor (the “Investor”), pursuant to which we agreed to issue and sell an aggregate of 903,614 units, with each unit consisting of (i) one pre-funded warrant (the “Pre-Funded Warrants”) to purchase one share of our common stock, par value $0.0001 per share (the “Common Stock”), and (ii) the right to receive one common stock purchase warrant (the “September 2026 Common Warrants”) to purchase one share of Common Stock for $1.66 per share upon, and subject to, stockholder approval of the issuance of the September 2026 Common Warrants as required under Nasdaq Listing Rule 5635(d) (the “September 2026 PIPE Transaction”). The units were sold at a purchase price of $1.6599 per unit. In connection with the closing of the September 2026 PIPE Transaction, we issued 903,614 Pre-Funded Warrants and, following receipt of the required stockholder approval, will issue September 2026 Common Warrants exercisable for up to an aggregate of 903,614 shares of Common Stock, for aggregate gross proceeds of approximately $1.5 million before deducting offering expenses payable by us.

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 Pre-Funded Warrants may not be exercised to the extent that, after giving effect to such exercise, the holder would beneficially own more than 9.99% of the outstanding shares of Common Stock immediately after giving effect to such exercise.

The September 2026 Common Warrants will be issued only following receipt of stockholder approval required under Nasdaq Listing Rule 5635(d), will be exercisable immediately upon issuance at an exercise price of $1.66 per share and will expire five and one-half years from the date of issuance. The September 2026 Common Warrants contain a beneficial ownership limitation of 4.99%, subject to adjustment by the holder in accordance with their terms.

We are registering the resale of the Warrant Shares pursuant to the registration rights granted to the Investor in that certain Registration Rights Agreement, dated September 23, 2026, by us and the Investor.

The selling stockholder 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 stockholder and proceeds from the exercise of Pre-Funded Warrants will be nominal. However, once approved by stockholders and issued by the Company, we may receive proceeds from the exercise of the September 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 stockholder 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 September 28, 2026, the last quoted sale price for our Common Stock as reported on Nasdaq was $1.82 per share, reflecting a one-for-six reverse stock split that was effective on June 30, 2026.

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 8 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.

On June 30, 2026, we effected a one-for-six reverse stock split of our Common Stock pursuant to which stockholders received one share of our Common Stock for every six shares of our Common Stock previously held by them. Unless the context otherwise requires, all share and per share amounts presented herein have been adjusted to reflect the reverse stock split.

The date of this prospectus is October , 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.

All third-party trademarks, service marks, logos, and trade names referenced in this filing are the property of their respective owners. Our use of these names, trademarks, and brands does not imply endorsement.

Neither we nor the selling stockholder 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 stockholder is not, making an offer of these securities in any jurisdiction where such offer is not permitted.