HCW Biologics Announces Pricing of \$1.5 Million Follow-On Offering and Warrant Exercise Price Reduction

Key Highlights

• Offering Details: HCW Biologics Inc. (NASDAQ: HCWB), a clinical-stage biopharmaceutical company focused on innovative immunotherapies, has announced the pricing of a follow-on offering totaling \$1.5 million. The offering comprises 2,477,292 units at a purchase price of \$0.6055 per unit, priced at-the-market under Nasdaq rules.
• Unit Structure: Each unit includes one share of common stock (or a pre-funded warrant in lieu thereof) and one warrant to purchase one share of common stock. Warrants will be exercisable upon shareholder approval and expire five years from the date of approval.
• Immediate Separability: The shares and warrants are immediately separable and will be issued separately.
• Placement Agent: Maxim Group LLC is the sole placement agent for this offering.
• Expected Closing: The closing is anticipated to occur on or about February 19, 2026, subject to customary closing conditions.
• Use of Proceeds: The company intends to use the net proceeds for preclinical and clinical development, including clinical trials for its lead candidate, HCW9302, as well as general corporate purposes.

Shareholder-Sensitive Information

• Warrant Exercise Price Reduction: HCW Biologics has entered into a privately negotiated agreement with the holder of certain outstanding warrants for up to 3,020,410 shares of common stock. The exercise price of these warrants will be reduced from \$2.41 per share to \$0.6055 per share, pending shareholder approval.
• Potential Dilution and Price Impact: The issuance of new shares and warrants, along with the reduction in exercise price of existing warrants, may increase the number of shares outstanding and could be dilutive to existing shareholders. This is a price-sensitive event that could impact the share price depending on market interpretation.
• Regulatory Approval: The offering is made under an effective registration statement on Form S-1, declared effective by the SEC on February 17, 2026.

Company Overview and Pipeline

HCW Biologics is developing proprietary immunotherapies targeting diseases promoted by chronic inflammation, particularly age-related and senescence-associated diseases. Its immunotherapeutics represent a new class of drugs, with the potential to fundamentally change the treatment of cancer, autoimmune, and neurodegenerative diseases by improving patient quality of life and potentially extending longevity.

• Lead Candidate: HCW9302, developed using the TOBI (Tissue factOr-Biologics sIon) platform, is currently in a Phase 1 clinical trial for autoimmune diseases.
• TRBC Platform: The company has developed the TRBC platform, which allows construction of immunotherapeutics with targeted capabilities against cancerous or infected cells. Over 50 molecules have been created using this platform.
• Product Classes: The TRBC platform enables the creation of three classes of immunotherapeutic compounds:
  • Class I: Multi-Functional Immune Cell Stimulators
  • Class II: Second-Generation Immune Checkpoint Inhibitors
  • Class III: Multi-Specific Targeting Fusions and Enhanced Immune Cell Engagers
• Licensing Programs: The company has two licensing programs with exclusive rights for some proprietary molecules.
• Clinical Progress: First patient dosed in a Phase 1 trial for HCW9302. IND-enabling process underway for three TRBC-based molecules selected for cancer and age-related disease clinical programs based on promising preclinical data.

Forward-Looking Statements

HCW Biologics cautions that statements regarding the closing of the offering, satisfaction of closing conditions, use of proceeds, development of new immunotherapeutics, and effectiveness of new platforms are forward-looking and subject to substantial risks and uncertainties. Actual results may differ due to various factors, including those described in the company’s annual report and other SEC filings.

Contact Information

Rebecca Byam
CFO, HCW Biologics Inc.
Email: [email protected]

Disclaimer: This article is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities. Investors are encouraged to review the company’s official filings and consult professional financial advisors before making investment decisions. Forward-looking statements are subject to risks and uncertainties that may cause actual results to differ. The company undertakes no obligation to update these statements except as required by law.

View HCW Biologics Inc. Historical chart here