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
Date of Report (Date of earliest event reported): February 20, 2024 |
HCW Biologics Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware |
001-40591 |
82-5024477 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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2929 N. Commerce Parkway |
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Miramar, Florida |
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33025 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: 954 842-2024 |
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(Former Name or Former Address, if Changed Since Last Report)
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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Trading |
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Common Stock, par value $0.0001 per share |
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HCWB |
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The Nasdaq Stock Market LLC |
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 ☒
Item 1.01 Entry into a Material Definitive Agreement.
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. ☒ On February 20, 2024, HCW Biologics Inc. (the “Company”) entered into subscription agreements (the “Subscription Agreements”) with certain officers and directors of the Company, among whom were its Founder and Chief Executive Officer, its Chief Financial Officer and the Chairman of the Company’s Board of Directors, pursuant to which the Company sold an aggregate of 1,785,718 shares (the “Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”), at a purchase price of $1.40 per share for an aggregate purchase price of $2.5 million. The per share purchase price represents a 25% premium to the per share closing price of the Common Stock as reported on the Nasdaq Global Market on February 20, 2024 and a 19% premium to the 5-day volume weighted average closing price per share of the Common Stock as reported on the Nasdaq Global Market for the period ending February 20, 2024.
The Subscription Agreement contains customary representations and warranties that the parties made to, and solely for the benefit of, each other in the context of all the terms and conditions of that agreement and in the context of the specific relationship between the parties. The Subscription Agreements do not provide for any registration rights.
The foregoing description of the Subscription Agreements is not complete and is qualified in its entirety by reference to the full text of the Subscription Agreement, the form of which is filed herewith as Exhibit 10.1 and incorporated herein by reference in its entirety.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Shares issued pursuant to the Subscription Agreements were not registered under the Securities Act of 1933, as amended, in in reliance upon exemptions provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder.
Item 9.01 Financial Statements and Exhibits.
d) Exhibits
Exhibit No. |
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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). |
* Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
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: |
February 22, 2024 |
By: |
/s/ Hing C. Wong |
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Hing C. Wong Ph.D. |
Exhibit 10.1
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL.
FORM OF COMMON STOCK SUBSCRIPTION AGREEMENT
THIS COMMON STOCK SUBSCRIPTION AGREEMENT (this "Agreement") is made as of the date set forth on the signature page hereof between HCW BIOLOGICS INC., a Delaware corporation (the "Company"), and the [Name of Investor of Investment Entity], (the "Subscriber").
W I T N E S S E T H:
WHEREAS, the Company desires to issue to the Subscriber the number of shares (the "Shares") of its Common Stock, par value $.0001 per share (the "Common Stock") set forth at the end of this Agreement, and;
WHEREAS, the Subscriber desires to acquire the Shares (being sometimes referred to collectively herein as the "Securities") on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual representations and covenants hereinafter set forth, the Company and the Subscriber do hereby agree as follows:
In the event of termination of this Agreement pursuant to this paragraph, this Agreement shall forthwith become void, there shall be no liability on the part of the Company or the Subscriber to each other and all rights and obligations of any party hereto shall cease; provided, however, that nothing herein shall relieve any party from liability for the willful breach of any of its representations and warranties, covenants or agreements set forth in this Agreement.
THE SHARES OF COMMON STOCK REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS THE REGISTRATION PROVISIONS OF THE SAID ACT HAVE BEEN COMPLIED WITH OR UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, BOTH AS TO THE IDENTITY OF THE COUNSEL AND AS TO THE FORM AND SUBSTANCE OF THE OPINION, COMPLIANCE WITH SUCH PROVISIONS IS NOT REQUIRED.
NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT ALL THE TERMS AND PROVISIONS HEREOF SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
This Agreement may be executed in one or more counterparts each of which shall be deemed an original, but all of which shall together constitute one and the same instrument.
* If Shares are being subscribed for by an entity, the attached Certificate of Signatory must also be completed.
Number of Shares Subscribed For: ___________ Shares
Price per Share: @ $1.40 per share
Purchase Price: $_____________________________
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Name(s) Exactly as to Appear on Book Entry |
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Signature |
Signature (both if purchasing jointly) |
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Name Typed or Printed |
Name Typed or Printed |
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Residence Address |
Residence Address |
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City, State and Zip Code |
City, State and Zip Code |
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Telephone |
Telephone |
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Tax Identification or Social Security Number |
Tax Identification or Social Security Number |
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This Common Stock Subscription Agreement, including a subscription contained herein is agreed to and accepted as of _______________________________.
HCW BIOLOGICS INC., a Delaware corporation
Signature:
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By: |
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Its: |
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CERTIFICATE OF SIGNATORY
(To be completed if Shares are being subscribed for by an investing entity)
I certify that I am empowered and duly authorized by the [Investing Entity] to execute and carry out the terms of the Common Stock Subscription Agreement and to purchase and hold the Shares. and certify further that the Common Stock Subscription Agreement has been duly and validly executed on behalf of the Entity and constitutes a legal and binding obligation of the Entity.
IN WITNESS WHEREOF, I have set my hand this day of _________.
[Name of Entity],
a [State] [LLC or corporation or partnership]
By: _________________________________________
Name: _______________________________________
Title: ________________________________________
Date: ________________________________________
Exhibit A
Wire Instructions
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