HCW Biologics Inc. Restates Q1 2026 EPS; Non‑Reliance 8-K

What Happened

• On August 10, 2026, HCW Biologics Inc.’s Audit Committee (with management and independent auditor Crowe LLP) concluded the Company’s previously filed Form 10-Q for the three months ended March 31, 2026 (filed May 14, 2026) should no longer be relied upon and will be amended on Form 10-Q/A. The issue: a misapplication of the two‑class method for calculating earnings per share (EPS) that improperly allocated undistributed earnings to common stock and participating securities.

Key Details

• Date of non-reliance conclusion: August 10, 2026. Original Form 10-Q filed: May 14, 2026. Reverse stock split effective: June 30, 2026.
• Post‑split weighted‑average common shares outstanding (March 31, 2026): 904,312; participating warrants exercisable into common shares: 524,501.
• Company reported basic and diluted EPS of $2.19 for Q1 2026 — an overstatement of $0.80 per share (implying a corrected EPS of about $1.39) due to applying 100% allocation to common rather than allocating ~63.3% to common and ~36.7% to participating securities.
• Management concluded a material weakness in internal control: ineffective technical accounting review over complex warrants and financing transactions. Remediation steps include enhanced technical accounting review procedures and closer coordination with legal counsel. The Audit Committee has discussed the matter with Crowe LLP.

Why It Matters

• The restatement will change reported EPS and related disclosures for Q1 2026 and may affect any filings or communications that incorporated those results. Investors should not rely on previously issued Q1 2026 materials until the Company files the Form 10-Q/A.
• The identified material weakness signals a control deficiency that could increase the risk of future reporting errors until remediated; management is implementing corrective actions. The Company also warned that additional information discovered during the restatement process could affect the final outcome.