HCW Biologics Inc. 8-K

What Happened

• HCW Biologics (HCWB) filed an 8-K (Item 8.01) saying Nasdaq notified the company on August 19, 2025 that it was not in compliance with Nasdaq Listing Rule 5550(b)(1) (requiring $2.5M in stockholders’ equity). A Nasdaq hearing was held September 25, 2025 and the Nasdaq Hearings Panel on October 13, 2025 granted extensions: until December 31, 2025 to evidence compliance with the Equity Rule and until February 17, 2026 to show continued compliance (the Panel’s maximum discretion). The company reports completing transactions it believes increased stockholders’ equity above $2.5M and is awaiting Nasdaq’s formal determination.

Key Details

• Warrant inducement (completed November 19, 2025): reduced exercise price on existing warrants covering 1,510,205 shares to $2.66, resulting in exercise and issuance of new warrants up to 3,020,410 shares at $2.41; net proceeds ≈ $3.8 million.
• Standby Equity Line shares (Q4 2025): net proceeds of $363,858.
• Legal-fee settlement (executed December 30, 2025): resolves ≈ $7.4 million of trade-payable legal fees; cash terms include $2.0 million in payments (a $500,000 payment was made on/before December 31, 2025; $1.5 million payable upon receipt of a license fee from Beijing Trimmune); settlement also includes a contingent promissory note for future milestone-based payments (not a current liability).
• Company expects to recognize an approximate $5.4 million increase in stockholders’ equity as of December 31, 2025 and states it believes equity now exceeds $2.5 million.

Why It Matters

• Nasdaq requires HCW Biologics to maintain at least $2.5M in stockholders’ equity to stay listed on the Nasdaq Capital Market. The company reports concrete cash-raising and liability-resolution actions (warrant inducement, equity line shares, and a legal-fee settlement) that it says restore equity above the required threshold. Investors should watch for Nasdaq’s formal determination and any further disclosures about cash receipts (e.g., the license fee triggering the $1.5M payment) or additional filings that confirm sustained compliance through February 17, 2026.