HCW Biologics Inc. (the "Company" or "HCW Biologics"), (NASDAQ:HCWB), a clinical-stage biopharmaceutical company developing transformative fusion immunotherapeutics to treat autoimmune diseases, cancer and senescence-associated dysplasia, today announced the pricing of its $1.6 million private placement offering (the "Offering") with a group of investors, including officers, directors and an existing stockholder of the Company, (each, and "Investor" and collectively, the "Investors"). Pursuant to a securities purchase agreement entered into with the Investors (the "Purchase Agreement"), the Company agreed to issue and sell an aggregate of 618,682 units (the "Units"), with each Unit consisting of (i) one share of the Company’s common stock, par value $0.0001 per share ("Common Stock"), or, in lieu thereof, one pre-funded warrant to purchase one share of Common Stock (a "Pre-Funded Warrant"), and (ii) the right to receive one common stock purchase warrant (a "Common Warrant") to purchase one share of Common Stock upon, and subject to, stockholder approval of the issuance thereof.

In connection with the Offering, the Company will issue 218,682 shares of Common Stock and 400,000 Pre-Funded Warrants. Subject to stockholder approval, which the Company is obligated to seek pursuant to the terms of the Purchase Agreement, the Investors will also be entitled to receive Common Warrants to purchase up to an aggregate of 618,682 shares of Common Stock.

Hing C. Wong, Ph.D., the Company’s Founder and Chief Executive Officer, Scott Garrett, a member and the Chairman of the Company’s Board of Directors, and Lee Flowers, the Company’s Senior Vice President of Business Development, participated in the Offering on the same terms and conditions as the other Investor. The closing of the Offering is expected to occur on or about July 29, 2026, subject to the satisfaction of customary closing conditions.

The combined purchase price for each Unit consisting of one share of Common Stock and the right to receive one Common Warrant upon, and subject to, stockholder approval of the issuance thereof, was $2.585 per Unit. The combined purchase price for a Pre-Funded Warrant and the right to receive one Common Warrant upon, and subject to, stockholder approval of the issuance thereof, was $2.5849 per Unit. The Pre-Funded Warrants have an exercise price of $0.0001 per share of Common Stock, are exercisable immediately and will not expire until exercised in full. The Common Warrants will have an exercise price of $2.585 per share and will expire on the five and one half (5.5) year anniversary of their issuance. Under Nasdaq Listing Rule 5635(d), the Company is required to obtain stockholder approval before issuing the Common Warrants because the potential issuance of shares upon exercise of the Common Warrants could exceed the thresholds set forth in such rule. Following receipt of stockholder approval, the Company will issue the Common Warrants to the Investors in accordance with the Purchase Agreement.

The Company intends to use the net proceeds from this Offering to continue clinical trials for HCW9302, advance its IND-enabling studies for its T-Cell Engager, HCW11-018b, and its second-generation immune checkpoint inhibitor, HCW11-040, and for general corporate purposes.