HCWB · HCW Biologics Inc. · Insider Trading

The reporting person purchased these shares directly from the issuer in a private placement under a Securities Purchase Agreement dated July 29, 2026 ("SPA"), which purchase is exempt from the registration requirements of Section 5 of the Securities Exchange Act of 1934, as amended, pursuant to Section 4(a)(2) thereof and/or Rule 506(b) of Regulation D thereunder. Additionally, the reporting person is entitled to receive common warrants exercisable for an aggregate of up to 7,736 shares of common stock. Under the terms of the SPA, issuance of the common warrants is subject to stockholder approval under Nasdaq Listing Rule 5635(d). Upon issuance, the common warrants will be exercisable immediately and expire 5.5 years from date of issuance.

The reporting person purchased these shares directly from the issuer in a private placement under a Securities Purchase Agreement dated July 29, 2026 ("SPA"), which purchase is exempt from the registration requirements of Section 5 of the Securities Exchange Act of 1934, as amended, pursuant to Section 4(a)(2) thereof and/or Rule 506(b) of Regulation D thereunder. Additionally, the reporting person is entitled to receive common warrants exercisable for an aggregate of up to 7,736 shares of common stock. Under the terms of the SPA, issuance of the common warrants is subject to stockholder approval under Nasdaq Listing Rule 5635(d). Upon issuance, the common warrants will be exercisable immediately and expire 5.5 years from date of issuance.

Mr. Garrett is deemed to beneficially own the shares held by Garrett Capital Partners, LLC.

The reporting person purchased these shares directly from the issuer in a private placement under a Securities Purchase Agreement dated July 29, 2026 ("SPA"), which purchase is exempt from the registration requirements of Section 5 of the Securities Exchange Act of 1934, as amended, pursuant to Section 4(a)(2) thereof and/or Rule 506(b) of Regulation D thereunder. Additionally, the reporting person is entitled to receive common warrants exercisable for an aggregate of up to 23,210 shares of common stock. Under the terms of the SPA, issuance of the common warrants is subject to stockholder approval under Nasdaq Listing Rule 5635(d). Upon issuance, the common warrants will be exercisable immediately and expire 5.5 years from date of issuance.

The reporting person purchased these shares directly from the issuer in a private placement, which purchase is exempt from Section 16(b) in accordance with Rule 16b-3(d) promulgated under the Securities Exchange Act of 1934, as amended.

The reporting person purchased these shares directly from the issuer in a private placement, which purchase is exempt from Section 16(b) in accordance with Rule 16b-3(d) promulgated under the Securities Exchange Act of 1934, as amended.

The reporting person purchased these shares directly from the issuer in a private placement, which purchase is exempt from Section 16(b) in accordance with Rule 16b-3(d) promulgated under the Securities Exchange Act of 1934, as amended.

The reporting person purchased these shares directly from the issuer in a private placement, which purchase is exempt from Section 16(b) in accordance with Rule 16b-3(d) promulgated under the Securities Exchange Act of 1934, as amended.

The reporting person purchased these shares directly from the issuer in a private placement, which purchase is exempt from Section 16(b) in accordance with Rule 16b-3(d) promulgated under the Securities Exchange Act of 1934, as amended.

These shares were issued pursuant to a conversion of Unsecured Convertible Promissory Notes which were issued to six holders through a Company financing of an aggregate principal of $270,000 in one-year Notes. The Notes contained a mandatory conversion provision, which resulted in the Notes converting into shares of common stock at a mandatory conversion price of $7.45 per share as set by the registered offering. The Notes converted after the closing of the Company's registered offering on May 15, 2025. The conversion transaction also included an allocated portion of the 2,174,311 shares of Wugen Inc. common stock held by the Company.

These shares were issued pursuant to a conversion of Unsecured Convertible Promissory Notes which were issued to six holders through a Company financing of an aggregate principal of $270,000 in one-year Notes. The Notes contained a mandatory conversion provision, which resulted in the Notes converting into shares of common stock at a mandatory conversion price of $7.45 per share as set by the registered offering. The Notes converted after the closing of the Company's registered offering on May 15, 2025. The conversion transaction also included an allocated portion of the 2,174,311 shares of Wugen Inc. common stock held by the Company.

These shares were issued pursuant to a conversion of Unsecured Convertible Promissory Notes which were issued to six holders through a Company financing of an aggregate principal of $270,000 in one-year Notes. The Notes contained a mandatory conversion provision, which resulted in the Notes converting into shares of common stock at a mandatory conversion price of $7.45 per share as set by the registered offering. The Notes converted after the closing of the Company's registered offering on May 15, 2025. The conversion transaction also included an allocated portion of the 2,174,311 shares of Wugen Inc. common stock held by the Company.

These shares are being issued as a portion of and pursuant to the Company entering into a definitive conversion agreement on May 1, 2025, with a conversion date of May 7, 2025, along with 13 other holders of $6.6 million of the outstanding principal of the Secured Notes to convert the Secured Notes for an aggregate of 253,083 shares of the Company's Common Stock at a conversion price of $26.00 per share (on a post-reverse split basis), issuance of an aggregate of 126,540 warrants each exercisable for one share of Common Stock at an exercise price of $26.00 per share (on a post-reverse split basis), and a portion of the 2,174,311 shares of Wugen Inc. common stock held by the Company.

These shares are being issued as a portion of and pursuant to the Company entering into a definitive conversion agreement on May 1, 2025, with a conversion date of May 7, 2025, along with 13 other holders of $6.6 million of the outstanding principal of the Secured Notes to convert the Secured Notes for an aggregate of 253,083 shares of the Company's Common Stock at a conversion price of $26.00 per share (on a post-reverse split basis), issuance of an aggregate of 126,540 warrants each exercisable for one share of Common Stock at an exercise price of $26.00 per share (on a post-reverse split basis), and a portion of the 2,174,311 shares of Wugen Inc. common stock held by the Company.

These shares are being issued as a portion of and pursuant to the Company entering into a definitive conversion agreement on May 1, 2025, with a conversion date of May 7, 2025, along with 13 other holders of $6.6 million of the outstanding principal of the Secured Notes to convert the Secured Notes for an aggregate of 253,083 shares of the Company's Common Stock at a conversion price of $26.00 per share (on a post-reverse split basis), issuance of an aggregate of 126,540 warrants each exercisable for one share of Common Stock at an exercise price of $26.00 per share (on a post-reverse split basis), and a portion of the 2,174,311 shares of Wugen Inc. common stock held by the Company.

These shares are being issued as a portion of and pursuant to the Company entering into a definitive conversion agreement on May 1, 2025, with a conversion date of May 7, 2025, along with 13 other holders of $6.6 million of the outstanding principal of the Secured Notes to convert the Secured Notes for an aggregate of 253,083 shares of the Company's Common Stock at a conversion price of $26.00 per share (on a post-reverse split basis), issuance of an aggregate of 126,540 warrants each exercisable for one share of Common Stock at an exercise price of $26.00 per share (on a post-reverse split basis), and a portion of the 2,174,311 shares of Wugen Inc. common stock held by the Company.

These shares are being issued as a portion of and pursuant to the Company entering into a definitive conversion agreement on May 1, 2025, with a conversion date of May 7, 2025, along with 13 other holders of $6.6 million of the outstanding principal of the Secured Notes to convert the Secured Notes for an aggregate of 253,083 shares of the Company's Common Stock at a conversion price of $26.00 per share (on a post-reverse split basis), issuance of an aggregate of 126,540 warrants each exercisable for one share of Common Stock at an exercise price of $26.00 per share (on a post-reverse split basis), and a portion of the 2,174,311 shares of Wugen Inc. common stock held by the Company.

These shares are being issued as a portion of and pursuant to the Company entering into a definitive conversion agreement on May 1, 2025, with a conversion date of May 7, 2025, along with 13 other holders of $6.6 million of the outstanding principal of the Secured Notes to convert the Secured Notes for an aggregate of 253,083 shares of the Company's Common Stock at a conversion price of $26.00 per share (on a post-reverse split basis), issuance of an aggregate of 126,540 warrants each exercisable for one share of Common Stock at an exercise price of $26.00 per share (on a post-reverse split basis), and a portion of the 2,174,311 shares of Wugen Inc. common stock held by the Company.

These shares are being issued as a portion of and pursuant to the Company entering into a definitive conversion agreement on May 1, 2025, with a conversion date of May 7, 2025, along with 13 other holders of $6.6 million of the outstanding principal of the Secured Notes to convert the Secured Notes for an aggregate of 253,083 shares of the Company's Common Stock at a conversion price of $26.00 per share (on a post-reverse split basis), issuance of an aggregate of 126,540 warrants each exercisable for one share of Common Stock at an exercise price of $26.00 per share (on a post-reverse split basis), and a portion of the 2,174,311 shares of Wugen Inc. common stock held by the Company.

These shares are being issued as a portion of and pursuant to the Company entering into a definitive conversion agreement on May 1, 2025, with a conversion date of May 7, 2025, along with 13 other holders of $6.6 million of the outstanding principal of the Secured Notes to convert the Secured Notes for an aggregate of 253,083 shares of the Company's Common Stock at a conversion price of $26.00 per share (on a post-reverse split basis), issuance of an aggregate of 126,540 warrants each exercisable for one share of Common Stock at an exercise price of $26.00 per share (on a post-reverse split basis), and a portion of the 2,174,311 shares of Wugen Inc. common stock held by the Company.

These shares are being issued as a portion of and pursuant to the Company entering into a definitive conversion agreement on May 1, 2025, with a conversion date of May 7, 2025, along with 13 other holders of $6.6 million of the outstanding principal of the Secured Notes to convert the Secured Notes for an aggregate of 253,083 shares of the Company's Common Stock at a conversion price of $26.00 per share (on a post-reverse split basis), issuance of an aggregate of 126,540 warrants each exercisable for one share of Common Stock at an exercise price of $26.00 per share (on a post-reverse split basis), and a portion of the 2,174,311 shares of Wugen Inc. common stock held by the Company.

These shares are being issued as a portion of and pursuant to the Company entering into a definitive conversion agreement on May 1, 2025, with a conversion date of May 7, 2025, along with 13 other holders of $6.6 million of the outstanding principal of the Secured Notes to convert the Secured Notes for an aggregate of 253,083 shares of the Company's Common Stock at a conversion price of $26.00 per share (on a post-reverse split basis), issuance of an aggregate of 126,540 warrants each exercisable for one share of Common Stock at an exercise price of $26.00 per share (on a post-reverse split basis), and a portion of the 2,174,311 shares of Wugen Inc. common stock held by the Company.

These shares are being issued as a portion of and pursuant to the Company entering into a definitive conversion agreement on May 1, 2025, with a conversion date of May 7, 2025, along with 13 other holders of $6.6 million of the outstanding principal of the Secured Notes to convert the Secured Notes for an aggregate of 253,083 shares of the Company's Common Stock at a conversion price of $26.00 per share (on a post-reverse split basis), issuance of an aggregate of 126,540 warrants each exercisable for one share of Common Stock at an exercise price of $26.00 per share (on a post-reverse split basis), and a portion of the 2,174,311 shares of Wugen Inc. common stock held by the Company.

These shares are being issued as a portion of and pursuant to the Company entering into a definitive conversion agreement on May 1, 2025, with a conversion date of May 7, 2025, along with 13 other holders of $6.6 million of the outstanding principal of the Secured Notes to convert the Secured Notes for an aggregate of 253,083 shares of the Company's Common Stock at a conversion price of $26.00 per share (on a post-reverse split basis), issuance of an aggregate of 126,540 warrants each exercisable for one share of Common Stock at an exercise price of $26.00 per share (on a post-reverse split basis), and a portion of the 2,174,311 shares of Wugen Inc. common stock held by the Company.

(1) 100% of the total number of shares subject to the Option shall vest and become exercisable on the earlier of (a) June 13, 2025 or (b) the next annual meeting of stockholders, subject to the Reporting Person continuing to provide services through the vesting date.

(1) 100% of the total number of shares subject to the Option shall vest and become exercisable on the earlier of (a) June 13, 2025 or (b) the next annual meeting of stockholders, subject to the Reporting Person continuing to provide services through the vesting date.

(1) 100% of the total number of shares subject to the Option shall vest and become exercisable on the earlier of (a) June 13, 2025 or (b) the next annual meeting of stockholders, subject to the Reporting Person continuing to provide services through the vesting date.

(1) 100% of the total number of shares subject to the Option shall vest and become exercisable on the earlier of (a) June 13, 2025 or (b) the next annual meeting of stockholders, subject to the Reporting Person continuing to provide services through the vesting date.

The reporting person purchased these shares directly from the issuer in a private placement, which transaction is exempt from Section 16(b) in accordance with Rule 16b-3(d) promulgated under the Securities Exchange Act of 1934, as amended.

The reporting person purchased these shares directly from the issuer in a private placement, which transaction is exempt from Section 16(b) in accordance with Rule 16b-3(d) promulgated under the Securities Exchange Act of 1934, as amended.

The reporting person purchased these shares directly from the issuer in a private placement, which transaction is exempt from Section 16(b) in accordance with Rule 16b-3(d) promulgated under the Securities Exchange Act of 1934, as amended.

The reporting person purchased these shares directly from the issuer in a private placement, which transaction is exempt from Section 16(b) in accordance with Rule 16b-3(d) promulgated under the Securities Exchange Act of 1934, as amended.

The reporting person purchased these shares directly from the issuer in a private placement, which transaction is exempt from Section 16(b) in accordance with Rule 16b-3(d) promulgated under the Securities Exchange Act of 1934, as amended.

The reporting person purchased these shares directly from the issuer in a private placement, which transaction is exempt from Section 16(b) in accordance with Rule 16b-3(d) promulgated under the Securities Exchange Act of 1934, as amended.

These option shares were part of a stock option grant covering 85,713 shares of common stock. 20% of the total shares subject to the stock option grant vested on May 30, 2020; 20% of the total shares subject to the stock option grant vested on May 30, 2021; 25% of the total shares subject to the stock option grant vested on May 30, 2022; and 35% of the total shares subject to the stock option grant vested on May 30, 2023, subject to the reporting person's continuous service through the applicable vesting date.

20% of the total shares subject to the stock option grant vested on September 16, 2020; 20% of the total shares subject to the stock option grant vested on September 16, 2021; 25% of the total shares subject to the stock option grant vested on September 16, 2022; and 35% of the total shares subject to the stock option grant vested on September 16, 2023.

These option shares were part of a stock option grant covering 85,713 shares of common stock. 20% of the total shares subject to the stock option grant vested on May 30, 2020; 20% of the total shares subject to the stock option grant vested on May 30, 2021; 25% of the total shares subject to the stock option grant vested on May 30, 2022; and 35% of the total shares subject to the stock option grant vested on May 30, 2023, subject to the reporting person's continuous service through the applicable vesting date.

These option shares were part of a stock option grant covering 135,000 shares of common stock. 20% of the total shares subject to the stock option grant vested on October 10, 2020; 20% of the total shares subject to the stock option grant vested on October 10, 2021; 25% of the total shares subject to the stock option grant vested on October 10, 2022; and 35% of the total shares subject to the stock option grant vested on October 10, 2023, subject to her continuous service through the applicable vesting date. The option is subject to additional vesting acceleration pursuant to her Employment Agreement.

The range of prices for the shares of Common Stock is from $2.0536 to $2.1109. The reporting person undertakes that he will provide, upon request by the staff of the U.S. Securities and Exchange Commission, full information regarding the number of securities purchased at each separate price.

The range of prices for the shares of Common Stock is from $2.07 to $2.10. The reporting person undertakes that she will provide, upon request by the staff of the U.S. Securities and Exchange Commission, full information regarding the number of securities purchased at each separate price.

The range of prices for the shares of Common Stock is from $2.07 to $2.10. The reporting person undertakes that she will provide, upon request by the staff of the U.S. Securities and Exchange Commission, full information regarding the number of securities purchased at each separate price.

The range of prices for the shares of Common Stock is from $2.01 to $2.05. The reporting person undertakes that he will provide, upon request by the staff of the U.S. Securities and Exchange Commission, full information regarding the number of securities purchased at each separate price.