Amendment: SEC Form S-1/A filed by HCW Biologics Inc.
As filed with the Securities and Exchange Commission on February 13, 2026
Registration No. 333-293396
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 Incorporation or Organization) |
Primary Standard Industrial Classification Code Number |
(I.R.S. Employer 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, Esq. Clark Hill PLC 130 E. Randolph St., Ste. 3900 Chicago, IL 60601 (312) 985-5900 |
Yevgeniya (Jeny) Zarmon, Esq. Clark Hill PLC 210 Carnegie Center, Suite 102 Princeton, NJ 08540 (609) 785-2918 |
Barry I. Grossman, Esq. Matthew Bernstein, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, New York 10105 Tel: (212) 370-1300 |
Approximate Date of Commencement of Proposed Sale to the Public: As soon as practicable after this registration statement becomes effective.
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. 333-293396) 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
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| * | Opinion of Clark Hill PLC to be filed by amendment |
| † | Certain portions of this document that constitute confidential information have been redacted in accordance with Regulation S-K, Item 60 1(b)(10). |
| + | Indicates management contract or compensatory plan. |
| # | 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. |
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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 February 13, 2026.
| HCW BIOLOGICS INC. | ||
| By: | /s/ Hing C. Wong | |
| Name: | Hing C. Wong | |
| Title: | Founder & Chief Executive Officer | |
POWER OF ATTORNEY
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 | ||
| /s/ Scott T. Garrett Scott T. Garrett |
Chairman of the Board of Directors |
February 13, 2026 | ||
| /s/ Rebecca Byam Rebecca Byam |
Chief Financial Officer |
February 13, 2026 | ||
| /s/ Hing C. Wong Hing C. Wong |
Chief Executive Officer |
February 13, 2026 | ||
| /s/ Rick S. Greene Rick S. Greene |
Director |
February 13, 2026 | ||
| /s/ Lisa M. Giles Lisa M. Giles |
Director |
February 13, 2026 | ||
| By: | /s/ Hing C. Wong | |
| Hing C. Wong, Attorney-in-Fact |
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