HCW Biologics Inc美股招股说明书(2026-02-19版)

We are offering on a reasonable best efforts basis 2,477,292 units (“Units”) each consisting of one share of our common stock, par value $0.0001 pershare (our “Common Stock”), and one warrant (each a “Common Stock Warrant” or “warrant”), each warrant to purchase one shares of our CommonStock at an offering price of $0.6055 per Unit, for gross proceeds of approximately $1.5 million. The public offering price per Unit has been determinedbetween us and the placement agent based upon a number of factors, including market conditions at the time of pricing, our history and our prospects,the industry in which er operate, our past and present operation results and the general condition of the securities market at the time of this offering. TheUnits have no stand-alone rights and will not be certificated or issued as stand-alone securities. The Common Stock or Pre-Funded Warrants (as definedbelow) and Common Stock Warrants are immediately separable and will be issued separately in this offering. Each Common Stock Warrant will beexercisable beginning on the effective date of such shareholder approval as may be required by the applicable rules and regulations of the NasdaqCapital Market (or any successor entity) to permit the exercise of the Common Stock Warrants (“Shareholder Approval”) for one share of CommonStock at an exercise price of $0.6055 per share (100% of the public offering price per Unit) and will expire on the fifth anniversary of the date ofShareholder Approval. If we are unable to obtain any required Shareholder Approval, the common warrants will not be exercisable and therefore haveno value. Our Common Stock is listed on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “HCWB”. On February17, 2026, the last quoted saleprice for our Common Stock as reported on Nasdaq was $0.6011per share. We are also offering to investors in our Common Stock that would otherwise result in the investor’s beneficial ownership exceeding 4.99% of ouroutstanding Common Stock immediately following the consummation of this offering the opportunity to invest in pre-funded warrants, each to purchaseone share of our Common Stock (“Pre-Funded Warrant”) (in lieu of shares of our Common Stock). Subject to limited exceptions, a holder of Pre-FundedWarrants will not have the right to exercise any portion of its Pre-Funded Warrants if the holder, together with its affiliates, would beneficially own inexcess of 4.99% (or, at the election of the holder, such limit may be increased to up to 9.99%) of our Common Stock outstanding immediately aftergiving effect to such exercise. Each Pre-Funded Warrant will be exercisable for one share of our Common Stock. The purchase price of each Pre-FundedWarrant will be equal to the price per share of one share of our Common Stock, minus $0.0001, and the exercise price of each Pre-Funded Warrant willequal $0.0001 per share. The Pre-Funded Warrants will be immediately exercisable (subject to the beneficial ownership cap) and may be exercised atany time until all of the Pre-Funded Warrants are exercised in full. For each Pre-Funded Warrant purchased (without regard to any limitation on exerciseset forth therein), the number of shares of our Common Stock we are offering will be decreased on a one-for-one basis. The securities will be offered at a fixed price and are expected to be issued in a single closing. We expect this offering to be completed no later than twobusiness days following the commencement of sales in this offering (after the effective date of the registration statement of which this prospectus formsa part) and we will deliver all Table of Contents securities to be issued in connection with this offering delivery versus payment or receipt versus payment, as the case may be, upon our receipt ofinvestor funds. Accordingly, neither we nor the placement agent have made any arrangements to place investor funds in an escrow account or trustaccount since the placement agent will not receive investor funds in connection with the sale of the securities offered hereunder. We have engaged Maxim Group LLC (the “placement agent” or “Maxim”) to act as our exclusive placement agent in connection with this offering. Theplacement agent has agreed to use its reasonable best efforts to arrange for the sale of the securities offered by this prospectus. The placement agent isnot purchasing or selling any of the securities we are offering and the placement agent is not required to arrange the purchase or sale of any specificnumber of securities or dollar amount. We have agreed to pay the placement agent the fees set forth in the table below, which assumes that we sell all ofthe securities offered by this prospectus. There is no arrangement for funds to be received in escrow, trust or similar arrangement. There is no minimumoffering requirement as a condition of closing of this offering. We may sell fewer than all of the shares offered hereby, which may significantly reducethe amount of proceeds rece