Welcome to our dedicated page for Hcw Biologics SEC filings (Ticker: HCWB), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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HCW Biologics reported a busy quarter with financing, licensing and construction developments that materially affect liquidity and operations. The company executed a one-for-forty reverse stock split effective April 11, 2025 and completed multiple financings: a registered direct/private placement that closed November 20, 2024, a follow-on public offering that closed May 15, 2025 raising gross proceeds of $5.0 million, bridge loans of $150,000 and $270,000 (the latter converted to equity), and other equity-related transactions valued at $15.2 million fair value of securities issued. HCW amended a license with WY Biotech that includes a $7.0 million upfront fee now expected by September 30, 2025, though revenue was not recognized because collectability was not probable. The company faces construction-related mechanics liens and litigation (BE&K, Fisk and related motions), reflected short-term debt classification due to lender acceleration rights, and recorded a $1.3 million fraud loss. A troubled debt restructuring converted $6.6 million of secured notes into equity, producing a non-cash gain recorded to additional paid-in capital.
HCW Biologics Inc. submitted a Form NT for its periodic report covering the period ended June 30, 2025, notifying the SEC that its Form 10-Q will be filed within the five-day grace period under Rule 12b-25. The notice identifies a prior quarter arbitration as the driver of materially higher legal costs in Q2 2024: $10.4 million of legal fees in Q2 2024 versus $142,452 in the same period of 2025, and states the arbitration was settled on July 13, 2024. The company lists Rebecca Byam, Chief Financial Officer, as the contact for the notification. The registrant indicates all other periodic reports required over the prior 12 months have been filed.
HCW Biologics (Nasdaq: HCWB) filed an 8-K announcing it has regained full compliance with Nasdaq Capital Market rules, including Listing Rule 5550(b)(1) on minimum shareholders� equity. Earlier, on May 13, 2025, Nasdaq confirmed compliance with the bid-price, public-float and market-value requirements.
All prior delisting proceedings are now closed. However, HCWB will remain under a “Panel Monitor� until June 23, 2026. Any breach of the Equity Rule during this one-year period would trigger an immediate hearing without the usual compliance-plan option. No financial results were disclosed.
HCW Biologics held its 2025 Annual Meeting of Stockholders on June 17, 2025, marked by technical difficulties with their service provider Broadridge Financial Solutions that affected virtual attendance. Despite these issues, the meeting achieved a quorum through in-person and proxy attendance.
Key developments include:
- Director Resignation: Gary M. Winer resigned from the Board of Directors immediately after the meeting. His resignation was not due to any disagreements with company operations or policies
- Director Election Results: Scott T. Garrett was successfully elected as Class I director with 534,541 votes in favor, while Gary M. Winer received significantly less support with only 133,365 votes in favor
- Auditor Appointment: Stockholders ratified Crowe LLP as the independent registered public accounting firm with overwhelming support (693,874 votes in favor)
To address the technical issues, the company will provide stockholders access to meeting replay until June 2026 and accept questions through July 31, 2025, via email at [email protected].
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