--- title: "HCW Biologics closes $5.0 million offering of 671,140 units at $7.45" url: "https://aibio.space/news/hcw-biologics-closes-5-0-million-offering-671-140-units-7-45/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2025-05-15" section: "Financings" tickers: "NASDAQ:HCWB" source: "https://www.sec.gov/Archives/edgar/data/1828673/000095017025072700/hcwb-ex99_1.htm" summary: "Each unit carries two warrants exercisable at $7.45, and Maxim Group was sole placement agent. The prospectus carries going-concern doubt and a Nasdaq comp" --- By the aibio.space news desk. Sources - [HCW Biologics Inc. 8-K (2025-05-15)](https://www.sec.gov/Archives/edgar/data/1828673/000095017025072700/hcwb-ex99_1.htm) - [HCW Biologics Inc. 424B4 (2025-05-15)](https://www.sec.gov/Archives/edgar/data/1828673/000119312525120468/d937560d424b4.htm) - [HCW Biologics Inc. 8-K (2025-05-20)](https://www.sec.gov/Archives/edgar/data/1828673/000095017025075235/hcwb-20250515.htm) [HCWB](https://aibio.space/companies/hcw-biologics/) 2025-05-15 # HCW Biologics closes $5.0 million offering of 671,140 units at $7.45 Tickers [HCWB](https://aibio.space/companies/hcw-biologics/) Each unit carries two warrants exercisable at $7.45, and Maxim Group was sole placement agent. The prospectus carries going-concern doubt and a Nasdaq compliance warning. ## Key facts - **Company**: HCW Biologics Inc. (NASDAQ: HCWB) - **News type**: Financings - **Primary source**: [HCW Biologics Inc. 8-K (2025-05-15)](https://www.sec.gov/Archives/edgar/data/1828673/000095017025072700/hcwb-ex99_1.htm) *Office towers against a dusk sky. CC0, via rawpixel. The picture shows the field, not the companies named.* ## The offering HCW Biologics Inc. (Nasdaq: [HCWB](https://aibio.space/companies/hcw-biologics/)) closed a follow-on offering of 671,140 units at $7.45 per unit on May 15, 2025. The deal was priced on May 13, 2025, at the market under Nasdaq rules, and the company's release puts gross proceeds at approximately $5.0 million before the placement agent's fees and other expenses. Each unit consists of one share of common stock, or a pre-funded warrant in its place, and two warrants, each to buy one share. Maxim Group LLC is the sole placement agent, on a reasonable best efforts basis. The prospectus puts the public offering price at a total of $4,999,993.00, the placement agent fees at 7% of gross proceeds, or $349,999.51, and proceeds to the company before expenses at $4,649,993.49. The units are sold under a Form S-1 (File No. 333-287136) that the SEC declared effective on May 13, 2025. ## Warrants, repricing and dilution Each warrant is exercisable immediately at $7.45 per share and expires on the fifth anniversary of the original issuance date. The prospectus covers 1,342,280 shares underlying the warrants. It lists 1,439,219 shares outstanding as of its date and up to 2,110,359 immediately after the offering, a figure that assumes no issuance of pre-funded warrants and no exercise of the new warrants. Investors in the offering face immediate dilution of $8.86 per share, according to the prospectus. In a privately negotiated agreement, the company also cut the exercise price on existing warrants for up to 167,925 shares from $41.20 per share to $7.45. The prospectus also flags an equity purchase agreement dated February 20, 2025 with Square Gate Capital Master Fund, LLC, Series 4, as a source of dilution. The last quoted sale price on May 13 was $10.05, above the unit price. ## Closing-day share issues A later 8-K says Armistice Capital Master Fund Ltd. signed a securities purchase agreement on May 13, 2025 that included pre-funded warrants for up to 513,140 shares at an exercise price of $0.0001. On May 15 it exercised some of them and received 177,140 shares. On the same day, $270,000 principal amount of unsecured convertible bridge notes, which mature on May 5, 2026 and accrue paid-in-kind interest at 10% a year, converted into common stock at the $7.45 offering price. Those shares carry a 90-day lock-up. Founder and Chief Executive Officer Hing C. Wong received 8,054 shares, Chairman Scott T. Garrett received 13,423 and director Gary M. Winer received 1,342. Holders of the bridge notes also have the right to a portion of the proceeds of the company's Wugen shares if those shares are sold, equal to 0.25 multiplied by the original principal amount of the notes. ## A company short of cash and under listing pressure The company intends to use the net proceeds for preclinical and clinical development, including the clinical trials for HCW9302, and for business development, out-licensing and collaboration candidates, patent portfolio expansion and general corporate purposes. The prospectus says there is substantial doubt about the company's ability to continue as a going concern, based on its cash and cash equivalents as of December 31, 2024, and that it will need more funding. It says the only revenue to date comes from the Wugen license and a clinical material supply agreement, with none from product sales, and that no product is approved. HCW has also been out of compliance with three Nasdaq listing rules, covering market value of listed securities, the minimum bid price and market value of publicly held shares. A Nasdaq panel allowed the listing to continue on March 3, 2025 subject to deadlines in April and June. A one-for-forty reverse stock split took effect on April 11, 2025. On May 13, Nasdaq confirmed that the company had regained partial compliance with the bid price rule, the public float requirement and the market value of publicly held shares rule. The prospectus says there is no assurance the company will keep its listing. [Report an error](https://aibio.space/reputation/#correction) ## Companies in this story HCWB HCW Biologics Inc. NASDAQ ยท United States Open the starter desk ## More in Financings Financings ### [INmune Bio raises $4.50 million in registered direct offering with warrants](https://aibio.space/news/inmune-bio-raises-4-50-million-registered-direct-offering-warrants/) Oct 29, 2026 Financings ### [Lexeo Therapeutics files $300 million shelf registration](https://aibio.space/news/lexeo-therapeutics-files-300-million-shelf-registration/) Oct 29, 2026 Financings ### [ProKidney files $650 million shelf with $200 million Jefferies sales program](https://aibio.space/news/prokidney-files-650-million-shelf-200-million-jefferies-sales-program/) Oct 29, 2026 --- Source page: https://aibio.space/news/hcw-biologics-closes-5-0-million-offering-671-140-units-7-45/. Facts in aibio.space stories are checked against company filings and releases; opinion is labelled. Cite as: aibio.space, "HCW Biologics closes $5.0 million offering of 671,140 units at $7.45", 2025-05-15, https://aibio.space/news/hcw-biologics-closes-5-0-million-offering-671-140-units-7-45/