UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

Amendment No. 1

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File Number: 001-40591

HCW Biologics Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		82-5024477
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2929 N. Commerce Parkway Miramar, Florida		33025
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (954) 842-2024

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

HCWB

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 14, 2026, the registrant had 1,836,324 shares of common stock, $0.0001 par value per share, outstanding.

Table of Contents

		Page
PART I.	FINANCIAL INFORMATION	1
Item 1.	Condensed Financial Statements	1
	Unaudited condensed financial statements as of and for the three months ended March 31, 2025 and March 31, 2026:
	Balance sheets	1
	Statements of operations	2
	Statements of changes in stockholders’ equity (deficit)	3
	Statements of cash flows	4
	Notes to condensed financial statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	32
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 3.	Defaults Upon Senior Securities	36
Item 4.	Mine Safety Disclosures	36
Item 5.	Other Information	36
Item 6.	Exhibits	39
Signatures		44

Explanatory Note

Introduction

This Amendment No. 1 on Form 10-Q/A (the “Amendment”) amends HCW Biologics Inc. (the “Company”) Quarterly Report on Form 10-Q for the three months ended March 31, 2026, originally filed with the Securities and Exchange Commission on May 14, 2026 (the “Original Filing”). On August 10, 2026, the Company’s management, with the concurrence of the Audit Committee of the Board of Directors, concluded that the previously issued financial statements included in the Original Filing should no longer be relied upon due to the misapplication of the two-class method of calculating earnings per share (“EPS”) which resulted in an error in the reported basic and diluted EPS.

Restatement Background

The purpose of this Amendment and the Restatement is to correct the Company’s accounting for certain outstanding common warrants as participating securities under Accounting Standards Codification (“ASC”) 260, Earnings Per Share.

Subsequent to the Original Filing, management expanded its review of the Company’s outstanding warrant agreements and related accounting guidance. As a result of this review, management determined that certain common warrants previously issued contain contractual provisions that provide the warrant holders with nonforfeitable rights to participate in distributions without requiring exercise of the warrants and, therefore, qualify as participating securities under ASC 260. The Company had not previously identified these warrants as participating securities and, consequently, did not apply the two-class method in calculating earnings per share for the three months ended March 31, 2026, the first period in which the Company had net income available for allocation between common stockholders and participating warrant holders.

Reverse Stock Split

On June 30, 2026, a one-for-six reverse stock split was effective (the “Reverse Stock Split”). All issued and outstanding shares of Common Stock, stock option awards, and per share data included in this Amendment have been recast to give retrospective effect to the Reverse Stock Split for all periods presented. The Reverse Stock Split did not have any effect on the stated par value of the Company’s Common Stock or the rights and privileges of the holders of shares of Common Stock. Options, warrants and convertible securities outstanding immediately prior to the Reverse Stock Split were appropriately adjusted to reflect the Reverse Stock Split.

Impact of the Restatement

The correction of the error resulted in a decrease of approximately $728,000 in net income attributable to common stockholders and a decrease of approximately $0.14 per share in earnings per share for the three months ended March 31, 2026. The error did not affect the Company’s total net income, revenues, operating expenses, cash flows, assets, liabilities or stockholders’ equity because the error related to the allocation of earnings between common stockholders and participating warrant holders for purposes of calculating earnings per share.

The Restatement resulted in changes to the Company’s unaudited condensed financial statements and related notes for the three months ended March 31, 2026, including the presentation of net income attributable to common stockholders, earnings per share and related disclosures. Conforming changes have also been made, as applicable, to other affected disclosures in the Original Filing.

See Note 1. Organization and Summary of Significant Accounting Policies – Restatement of Previously Issued Financial Information to the unaudited condensed financial statements included in Part I, Item 1 of this Amendment for additional information regarding the Restatement and the related financial statement effects.

Amended Items

In accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the following Items of the Original Filing have been partially amended and the complete text of those Items, as originally filed and as amended herein, is set out in this Amendment. In addition to the amendment of such Items that are related to the misapplication of the two-class method of EPS shown below, the Company also made appropriate changes as indicated above to reflect the Reverse Stock Split:

Part I — Item 1. Condensed Statements of Operations (Unaudited) and the Notes to Condensed Financial Statements (Unaudited)

Part I — Item 4. Controls and Procedures

Part II — Item 6. Exhibits

The error affected the Condensed Statements of Operations and the Earnings Per Share Note within the Notes to the Condensed Financial Statements. The error impacted only the Original Filing. It did not impact net income (loss), revenues, expenses, financial position, retained earnings or other components of equity, cash flows, or number of shares outstanding as of and for the three months ended March 31, 2026. This error had no impact on any other reporting period and will not be carried forward to other reporting periods.

Restatement and Correction

The Company evaluated the error in accordance with SEC Staff Accounting Bulletin No. 99 and concluded that the error is material to the previously issued financial statements. Accordingly, the Company has restated the affected financial statements for the periods presented in this Amended Quarterly Report. The accompanying financial statements and related disclosures have been revised to reflect the correction of basic EPS and correctly applying the two-class method of calculation of EPS. The financial statements included in this Amended Quarterly Report present the Company’s financial position and results of operations as restated, with appropriate disclosure of amounts previously reported.

Internal Control Considerations

In connection with the evaluation of the error described above, management concluded that the previously identified material weakness in the Company’s internal control over financial reporting had not been remediated. The material weakness relates to the level of precision of the Company’s review control over the application of technical accounting guidance related to complex warrant instruments and financing transactions.

See “Part I – Item 4. Controls and Procedures” of this Amendment for additional discussion of the material weakness and the Company’s internal control over financial reporting.

Other Information

This Amendment does not reflect events occurring after the filing of the Original Filing and does not modify or update any other disclosures therein, except as required to reflect the restatement described above. This Amendment should be read in conjunction with the Company’s Form 8-K filed on August 14, 2026, under Item 4.02.

PART I—FINANCIAL INFORMATION

Item 1. Condensed Financial Statements.

HCW Biologics Inc.

Condensed Balance Sheets

	December 31,			March 31,
	2025			2026
				Unaudited
ASSETS
Current assets:
Cash and cash equivalents	$	1,952,464		$	1,228,879
Accounts receivable, net		32,175			74,844
Prepaid expenses		222,156			297,760
Other current assets		77,564			119,843
Total current assets		2,284,359			1,721,326
Investments		1,326,329			4,826,329
Property, plant and equipment, net		20,880,849			20,766,082
Other assets		28,476			28,476
Total assets	$	24,520,013		$	27,342,213
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Current liabilities:
Accounts payable	$	13,143,394		$	11,785,980
Accrued liabilities and other current liabilities		1,110,104			1,125,639
Short-term debt, net		6,809,215			6,577,194
Deferred Revenue		—			470,000
Total current liabilities		21,062,713			19,958,813
Warrant liability		—			928,435
Contingent liability		692,531			692,531
Total liabilities		21,755,244			21,579,779
Commitments and contingencies (Note 12)		-			-
Stockholders’ equity:
Common stock:
Common, $0.0001 par value; 250,000,000 shares authorized and 546,635 shares issued at December 31, 2025; 250,000,000 shares authorized and 1,122,351 shares issued at March 31, 2026		55			112
Additional paid-in capital		111,280,560			110,805,688
Accumulated deficit		(108,515,846	)		(105,043,366	)
Total stockholders’ equity