As filed with the Securities and Exchange Commission on June 18, 2026
Registration No. 333-296577
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HCW BIOLOGICS INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 2834 | 82-5024477 | ||
| (State or Other Jurisdiction of | Primary Standard Industrial | (I.R.S. Employer | ||
| Incorporation or Organization) | Classification Code Number | Identification Number) |
2929 N Commerce Parkway
Miramar, FL 33025
(954) 842-2024
Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices
Hing C. Wong, Ph.D.
Chief Executive Officer
HCW Biologics Inc.
2929 N Commerce Parkway
Miramar, FL 33025
(954) 842-2024
Name, Address Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service
With a copy to:
James Groth Clark Hill PLC 130 E. Randolph St., Ste. 3900 Chicago, IL 60601 (312) 985-5900 |
Yevgeniya (Jeny) Zarmon Clark Hill PLC 210 Carnegie Center, Suite 102 Princeton, NJ 08540 (609) 785-2918 |
Approximate Date of Commencement of Proposed Sale to the Public: From time to time after the effective date of this registration statement, as determined by market conditions.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☒ |
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 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a) of the Securities Act, may determine.
EXPLANATORY NOTE
HCW Biologics Inc. is filing this Amendment No. 1 to its Registration Statement on Form S-1 (File No. 333-296577) as an exhibits-only filing. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
PART II
Item 16. Exhibits.
EXHIBIT INDEX
| II-1 |
| II-2 |
+ Indicates a management contract or compensatory plan or arrangement.
†† Certain information in this document has been excluded pursuant to Item 601(b)(10) of Regulation S-K. Such excluded information is not material and is the type of information the Registrant treats as private and confidential. The Registrant agrees to furnish supplementally such information to the SEC upon request.
# Certain information in this document has been excluded pursuant to Item 601(a)(5) or (a)(6) of Regulation S-K. The Registrant agrees to furnish supplementally such information to the SEC upon request.
* Previously filed.
| II-3 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement on Form S-1 to be signed on its behalf by the undersigned, in the city of Miramar, State of Florida, on June 18, 2026.
| HCW BIOLOGICS INC. | ||
| By: | /s/ Hing C. Wong | |
| Name: | Hing C. Wong | |
| Title: | Founder & Chief Executive Officer | |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized.
| Signature | Title | Date | ||
* Scott T. Garrett |
Chairman of the Board of Directors | June 18, 2026 | ||
* Rebecca Byam |
Chief Financial Officer | June 18, 2026 | ||
* Hing C. Wong |
Chief Executive Officer | June 18, 2026 | ||
* Rick S. Greene |
Director | June 18, 2026 | ||
* Lisa M. Giles |
Director | June 18, 2026 | ||
| By: | /s/ Hing C. Wong | |
| Hing C. Wong, Attorney-in-Fact |
| II-4 |
Exhibit 5.1
 | |
Clark Hill 130
E. Randolph Street, Suite 3900 T (312) 985-5900 F (312) 985-5999 | |
June 18, 2026
HCW Biologics Inc.
2929 N Commerce Parkway
Miramar, Florida 33025
| Re: | HCW Biologics Inc. | |
| Resale Registration Statement Under Form S-1 (File No. 333-296577) |
Ladies and Gentlemen:
We have acted as counsel to HCW Biologics Inc., a Delaware corporation (the “Company”), in connection with the filing of a Registration Statement on Form S-1 (as it may be amended or supplemented, the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by the selling stockholders identified in the Registration Statement (the “Selling Stockholders”) of shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”).
The Registration Statement relates to the resale of: (i) 427,046 shares of Common Stock issued on May 22, 2026 pursuant to that certain Securities Purchase Agreement, dated May 21, 2026, by and among the Company and certain accredited investors (the “Purchase Agreement”) (the “Shares”); (ii) up to 2,419,929 shares of Common Stock issuable upon the exercise of pre-funded warrants issued on May 22, 2026 (the “Pre-Funded Warrants” and such shares, the “Pre-Funded Warrant Shares”); and (iii) up to 2,846,975 shares of Common Stock issuable upon the exercise of common stock purchase warrants issued on May 22, 2026 (the “May 2026 Common Warrants” and such shares, the “Common Warrant Shares” and, together with the Pre-Funded Warrant Shares, the “Warrant Shares”).
In connection with this opinion, we have examined and relied upon: (i) the Registration Statement; (ii) the prospectus included therein (the “Prospectus”); (iii) the Company’s certificate of incorporation and bylaws, each as amended and in effect on the date hereof; (iv) certain resolutions of the Company’s board of directors authorizing the entry into the Purchase Agreement, the issuance of the Shares, the Pre-Funded Warrants, the May 2026 Common Warrants and the shares issuable upon exercise thereof, and the filing of the Registration Statement; and (v) the originals or copies, certified or otherwise, identified to our satisfaction, of such records of the Company, certificates of public officials regarding the Company, officers of the Company, and such matters of law and regulation and such other documents as we have deemed relevant and necessary for the basis of our opinions hereinafter expressed.
clarkhill.com
June 18, 2026
Page 2
In such examination, we have assumed the following: (i) the authenticity of documents submitted to us as originals and the conformity to authentic original documents, agreements and instruments of all documents, agreements and instruments submitted to us as facsimiles or PDFs, or as certified, conformed or reproduced copies, and the genuineness of all signatures; (ii) the legal capacity and competency of all signatories and the genuineness and validity of all signatures on all documents, (iii) the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of such copies; (iv) all documents filed as exhibits to the Registration Statement that have not been executed will conform to the forms thereof; and (v) the truth, accuracy and completeness of the information, factual matters, representations, warranties and covenants contained in the records, agreements (including the Transaction Agreements), documents, instruments and certificates we have reviewed. In making our examination of documents executed or to be executed, we have assumed that the parties thereto, other than the Company, had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials.
We have further assumed that at the time of issuance and to the extent any such issuance would exceed the maximum share capital of the Company currently authorized, the number of shares of Common Stock that the Company is authorized to issue shall have been increased in accordance with the bylaws such that a sufficient number of shares of Common Stock are authorized and available for issuance under the bylaws.
Based upon the foregoing, and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that:
| 1. | The Shares have been duly authorized and are validly issued, fully paid and nonassessable. | |
| 2. | The Pre-Funded Warrant Shares have been duly authorized and, when issued upon proper exercise of the Pre-Funded Warrants in accordance with their terms (including payment of the applicable exercise price), will be validly issued, fully paid and nonassessable. | |
| 3. | The Common Warrant Shares have been duly authorized and, when issued upon proper exercise of the May 2026 Common Warrants in accordance with their terms (including payment of the applicable exercise price), will be validly issued, fully paid and nonassessable. |
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder.
Our opinion is limited to the General Corporation Law of the State of Delaware and the federal laws of the United States of America. We express no opinion as to the laws of any other jurisdiction. This opinion is rendered as of the date hereof, and we undertake no obligation to update or supplement this opinion to reflect any facts or circumstances that may arise after the date hereof or any changes in applicable law.
| Very truly yours, | |
| /s/ Clark Hill PLC | |
| CLARK HILL PLC |
JG: jz
clarkhill.com