HCW Biologics Announces Pricing of $6.9 Million Registered Direct Offering and Concurrent Private Placement Priced Above Market Under NASDAQ Rules

MIRAMAR, Fla., Nov. 18, 2024 (GLOBE NEWSWIRE) — HCW Biologics Inc. (HCWB or HCW Biologics), (NASDAQ: HCWB), a U.S.-based clinical-stage biopharmaceutical company focused on discovering and developing novel immunotherapies to lengthen healthspan by disrupting the link between inflammation and age-related diseases, today announced that it has entered into a securities purchase agreement with a single institutional investor to purchase 6,717,000 shares of common stock (or pre-funded warrants in lieu thereof) in a registered direct offering priced above market under Nasdaq rules. In a concurrent private placement, the Company also agreed to issue unregistered warrants to purchase up to an aggregate of 6,717,000 shares of common stock. The combined effective offering price for each share of common stock (or pre-funded warrant in lieu thereof) and accompanying warrants is $1.03. The warrants will have an exercise price of $1.03 per share, will be exercisable immediately, and expire on the five year anniversary from the date of issuance.

The gross proceeds to the Company from the registered direct offering and concurrent private placement are estimated to be approximately $6.9 million before deducting the placement agent’s fees and other offering expenses payable by the Company. The offering is expected to close on or about November 20, 2024, subject to the satisfaction of customary closing conditions.

Maxim Group LLC is acting as the sole placement agent in connection with the offering.

The shares of common stock (or pre-funded warrants in lieu thereof) are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-266991), which was declared effective by the U.S. Securities and Exchange Commission (the SEC) on August 26, 2022. The offering of shares of common stock (or pre-funded warrants in lieu thereof) will be made only by means of a prospectus supplement that forms a part of such registration statement. The warrants to be issued in the concurrent private placement and the shares issuable upon exercise of such warrants were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the Act), and Regulation D promulgated thereunder and have not been registered under the Act or applicable state securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities in any jurisdiction in which such offer,…