MIRAMAR, Fla. — November 19, 2025 — Leads & Copy — HCW Biologics Inc. (NASDAQ: HCWB) has entered into a warrant inducement agreement with an investor for the immediate exercise of certain outstanding warrants, the company announced today.
The agreement involves the immediate exercise of outstanding warrants that the Company issued on November 20, 2024, and May 15, 2025.
The investor has agreed to exercise the outstanding November 2024 Warrants to purchase an aggregate of 167,925 shares of the Company’s common stock and the outstanding May 2025 Warrants to purchase an aggregate of 1,342,280 shares of the Company’s common stock, at an amended exercise price of $2.66.
The gross proceeds from the exercise of the warrants are expected to be approximately $4.0 million, prior to deducting financial advisory fees and estimated offering expenses.
Maxim Group LLC is acting as the exclusive Financial Advisor for the transaction.
In consideration for the immediate exercise of the existing warrants, HCW Biologics has also agreed to issue to the investor unregistered warrants to purchase an aggregate of 3,020,410 shares of the Company’s common stock with an exercise price of $2.41 per share (the “New Warrants”).
The New Warrants will be immediately exercisable and will expire on the five and one-half year anniversary of the original issuance date. The Company has agreed to file a registration statement with the Securities and Exchange Commission (“SEC”) covering the resale of the shares of common stock issuable upon exercise of the New Warrants.
The closing of the warrant exercise transactions is expected to occur on or about November 20, 2025, subject to satisfaction of customary closing conditions.
The New Warrants described above are being offered in a private placement pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”) and, along with the shares of common stock issuable upon their exercise, have not been registered under the 1933 Act, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (“SEC”) or an applicable exemption from such registration requirements.
HCW Biologics Inc. (NASDAQ: HCWB) is a clinical-stage biopharmaceutical company developing proprietary immunotherapies to treat diseases promoted by chronic inflammation, especially age-related and senescence-associated diseases. The Company’s immunotherapeutics represent a new class of drugs that it believes have the potential to fundamentally change the treatment of cancer and many other diseases and conditions that are promoted by chronic inflammation and improve patients’ quality of life and potentially extend longevity.
The Company’s lead product candidate, HCW9302, was developed using the Company’s legacy TOBI™ (Tissue factOr-Based fusIon) platform. The Company has created another drug discovery technology, the TRBC platform, which is not based on Tissue Factor. The TRBC platform has the capability to construct immunotherapeutics that not only activate and target immune responses but are also equipped with receptors that specifically target cancerous or infected cells.
The Company has dosed the first patient in a Company-sponsored, multi-center Phase 1 clinical trial to evaluate HCW9302 in an autoimmune disease (NCT07049328). The IND-enabling process is underway for three TRBC-based molecules which were selected as the lead product candidates for other clinical development programs in cancer and age-related diseases based on promising preclinical data. The Company has two licensing programs in which it has licensed exclusive rights for some of its proprietary molecules.
Rebecca Byam, Chief Financial Officer, RebeccaByam@HCWBiologics.com
Source: HCW Biologics Inc.
