Amendment: SEC Form S-1/A filed by HCW Biologics Inc.
As filed with the U.S. Securities and Exchange Commission on May 13, 2025
Registration No. 333-287136
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pre-Effective 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 Clark Hill PLC 130 E. Randolph St., Ste. 3900 Chicago, IL 60601 (312) 985-5900 |
Randolf Katz Clark Hill PLC 555 S. Flower St., 24 Floor Los Angeles, CA 90071 (213) 891-9100 |
Barry I. Grossman, Esq.
Matthew Bernstein, Esq.
Justin Grossman, 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. 333-287136) 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
| Incorporated by reference | Filed or furnished herewith |
|||||||||||||||||||||
| Exhibit No. |
Exhibit title |
Form | File No. | Exhibit No. | Filing date | |||||||||||||||||
| 10.35 | Form of Securities Purchase Agreement* | |||||||||||||||||||||
| 10.36 | Form of Lock-Up Agreement* | |||||||||||||||||||||
| 23.1a | Consent of Independent Registered Public Accounting Firm (Grant Thornton, Predecessor)* | |||||||||||||||||||||
| 23.1b | Consent of Independent Registered Public Accounting Firm (Crowe Successor)* | |||||||||||||||||||||
| 23.2 | Opinion of Clark Hill PLC (included in Exhibit 5.1) | X | ||||||||||||||||||||
| 97.1 | HCW Biologics Inc. Compensation Recovery Policy* | 10-K | 001-40591 | 97.1 | 04/01/2024 | |||||||||||||||||
| 99.1 | Audit Committee Charter of the Registrant* | |||||||||||||||||||||
| 99.2 | Compensation Committee Charter of the Registrant* | |||||||||||||||||||||
| 99.3 | HCW Biologics Inc. Related Party Transaction Policy* | |||||||||||||||||||||
| 107 | Filing Fees* | |||||||||||||||||||||
| * | Previously filed |
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 May 13, 2025.
| HCW BIOLOGICS INC. | ||
| By: | /s/ Hing C. Wong | |
| Name: | Hing C. Wong | |
| Title: | Founder & Chief Executive Officer | |
Pursuant to the requirements of the Securities Exchange Act of 1933, 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 |
May 13, 2025 | ||
| /s/ Rebecca Byam Rebecca Byam |
Chief Financial Officer |
May 13, 2025 | ||
| /s/ Hing C. Wong Hing C. Wong |
Chief Executive Officer |
May 13, 2025 | ||
| /s/ Rick S. Greene Rick S. Greene |
Director |
May 13, 2025 | ||
| /s/ Lisa M. Giles Lisa M. Giles |
Director |
May 13, 2025 | ||
| /s/ Gary M. Winer Gary M. Winer |
Director |
May 13, 2025 | ||
| By: | /s/ Hing C. Wong | |
| Hing C. Wong, Attorney-in-Fact | ||