HCW Biologics Inc. closed a private placement raising approximately $1.5 million through the sale of 903,614 units at a price of $1.6599 per unit. Each unit consists of a pre‑funded warrant to purchase one share of common stock and the right to receive a common stock purchase warrant, subject to stockholder approval.
The pre‑funded warrants have an exercise price of $0.0001 per share, are exercisable immediately and do not expire until fully exercised. The common warrants carry an exercise price of $1.66 per share and expire 5.5 years after issuance.
Under the terms of the placement, the investor’s ownership—including shares issuable upon exercise of the pre‑funded warrants—may not exceed 9.99 % of HCW Biologics’ outstanding common stock. The company must file a registration statement on Form S‑1 with the SEC within 15 trading days of the offering’s closing and use commercially reasonable efforts to have the statement declared effective within 60 days.
Because the potential share issuance from the common warrants could surpass Nasdaq thresholds, stockholder approval is required under Nasdaq Listing Rule 5635(d) before those warrants can be issued. The net proceeds will be used to advance clinical trials for HCW9302, to support IND‑enabling studies for the T‑cell engager HCW11‑018b and the second‑generation immune checkpoint inhibitor HCW11‑040, and for general corporate purposes.
