HCWB 8-K
HCW Biologics Inc. (HCWB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
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 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
As previously reported on February 21, 2025, HCW Biologics Inc. (the “Company,”, “we,” “us,” or “our”) and Square Gate Capital Master Fund, LLC- Series 4 (the “Investor”) entered into an Equity Purchase Agreement (the “ELOC EPA”) pursuant to which the Company has the right, but not the obligation, to sell to the Investor, and the Investor will have the obligation to purchase from the Company, up to $20,000,000 (the “Maximum Commitment Amount”) worth of the Company’s shares of common stock, at the Company’s sole discretion, over the 36-month period following its effective date (the “Put Shares”), subject to certain conditions precedent and other limitations. On August 14, 2025, the Company and the Investor entered into a First Amendment to the ELOC EPA (the “First Amendment”) to provide a mechanism for submission by the Company and acceptance by the Investor of Put Notices under the ELOC EPA pursuant to which the Investor and the Company may agree to and execute multiple purchases and sales of Put Shares on the same trading day. Under the First Amendment, among other things, the purchase price of the intraday Put Shares will be the lowest traded price during a specified shortened valuation time period. The foregoing summary of certain terms of the ELOC EPA and the First Amendment does not purport to be complete.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Description |
10.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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HCW BIOLOGICS INC. |
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Date: |
August 15, 2025 |
By: |
/s/ Hing C. Wong |
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Hing C. Wong, Founder and Chief Executive Officer |
Exhibit 10.1
FIRST AMENDMENT TO EQUITY PURCHASE AGREEMENT
This FIRST AMENDMENT TO EQUITY PURCHASE AGREEMENT (this “First Amendment”) is made and entered into as of the 14th day of August, 2025 (the “Amendment Effective Date”) by and between HCW Biologics Inc., a Delaware corporation with a principal place of business at 2929 North Commerce Parkway, Miramar, FL 33025 (the “Company”) and Square Gate Capital Master Fund, LLC – Series 4, a series limited liability company organized in the State of Delaware (the “Investor”).
Reference is made to the Equity Purchase Agreement (the “Agreement”) entered into as of February 20, 2025 (the “Execution Date”) by Company and Investor. Unless otherwise defined herein, capitalized terms used herein shall have the meanings set forth for such terms in the Agreement.
The Company and the Investor desire to amend the Agreement to add certain terms with respect to intraday puts and purchases of Common Stock thereunder as provided in this First Amendment.
Therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Investor hereby agree as follows:
1. Section 2.2 of the Agreement is hereby amended to add at the end thereof the following new clause 2.2(c), to be and read as follows:
“(c) INTRADAY PURCHASE NOTICE. Notwithstanding anything in this Agreement to the contrary, after delivery of email confirmation from the Transfer Agent to the Investor’s broker, with the Investor copied on such email, that the Transfer Agent has posted DWAC for Put Shares pursuant to a Put Notice (the “Initial Put Notice”) that has been delivered within the Put Notice Delivery Window in accordance with the terms of this Agreement or otherwise accepted or approved by the Investor (an “Initial Share Delivery”), the Company may submit one or more additional Put Notices by email to the Investor at any time on the Trading Day on which Initial Share Delivery occurs (each, an “Intraday Put Notice”) which notice shall be substantially in the form of Intraday Put Notice set forth in Exhibit A hereto, shall state a number of additional Put Shares (“Intraday Put Shares”) that the Company desires to sell to the Investor on that same Trading Day and request the Investor’s acceptance of an Intraday Put to be executed and priced in accordance with this Section 2.2(c); provided that the Company shall not submit a further Intraday Put Notice until delivery of email confirmation from the Transfer Agent to the Investor’s broker, with the Investor copied on such email, that the Transfer Agent has posted DWAC for Put Shares pursuant to all prior Intraday Put Notices submitted on such Trading Day. Each Intraday Put Notice shall be subject to the Investor’s written acceptance and the terms, conditions and limitations set forth in this Section 2(c) (which terms, conditions and limitations shall govern in the event of a conflict with any other provisions of this Agreement).
2. Exhibit A to the Agreement is hereby amended to add, at the end thereof, the form of Intraday Put Notice attached hereto as Attachment 1.
3. The Agreement is deemed amended as provided in this First Amendment. Except as so amended, the terms and conditions of the Agreement shall remain in full force and effect.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as of the Amendment Effective Date.
HCW BIOLOGICS INC.
By: /s/ Hing C. Wong
Name: Hing C. Wong
Title: Founder and CEO
Date: August 14, 2025
SQUARE GATE CAPITAL MASTER FUND, LLC – SERIES 4
By: /s/ Christopher Perugina
Name: Christopher Perugini
Title: Managing Partner
Date: August 14, 2025