HCW Biologics Inc. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Regulation FD Disclosure, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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 13(a) of the Exchange Act.
Item 3.03 Material Modification to Rights of Security Holders.
On March 31, 2025, at a Special Meeting of Stockholders of HCW Biologics Inc., a Delaware corporation (the “Company”), the stockholders granted to the Board of Directors of the Company the authority to effectuate a reverse split of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”). Immediately thereafter, the Board of Directors approved a reverse split of the Common Stock at a ratio of 1 - for - 40 (the “Reverse Stock Split”). The Company expects that the effective time of the Reverse Stock Split will be at or about 12:01 a.m. Eastern time on Friday, April 11, 2025 (the “Effective Date”), with the Common Stock trading on The Nasdaq Capital Market (“Nasdaq”) on a reverse split-adjusted basis under the Company’s existing trading symbol, “HCWB,” at the market open on Friday, April 11, 2025.
Reasons for Reverse Stock Split
The Company is effectuating the Reverse Stock Split to raise the per-share bid price of its Common Stock above $1.00 per share and to regain compliance with Nasdaq Listing Rule 5810(c)(3)(A). The Company will have regained compliance once the Company’s Common Stock trades at or above $1.00 for a minimum of 10 consecutive trading days, at which time the Company expects that Nasdaq will provide the Company with notice that it has regained compliance with that Rule. The Company expects its Common Stock will have traded at or above $1.00 per share for 10 consecutive trading days through April 28, 2025.
Effects of the Reverse Stock Split
Effective Date; Symbol; CUSIP Number. The Reverse Stock Split becomes effective with Nasdaq and the Common Stock will begin trading on a reverse split-adjusted basis at the open of business on April 11, 2025. In connection with the Reverse Stock Split, the CUSIP number for the Common Stock will change to 40423R204.
Split Adjustment; Treatment of Fractional Shares. On the Effective Date, the total number of shares of Common Stock held by each stockholder of the Company will be converted automatically into the number of shares of Common Stock equal to: (i) the number of issued and outstanding shares of Common Stock held by each such stockholder immediately prior to the Reverse Stock Split divided by (ii) 40. Any fractional share of Common Stock that would otherwise result from the Reverse Stock Split will be rounded up to the next whole share and, as such, any stockholder who otherwise would have held a fractional share after giving effect to the Reverse Stock Split will instead hold one whole share of the post-Reverse Stock Split Common Stock after giving effect to the Reverse Stock Split. As a result, no fractional shares will be issued in connection with the Reverse Stock Split and no cash, scrip, or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from the Reverse Stock Split. The Company intends to treat stockholders holding shares of Common Stock in “street name” (that is, held through a bank, broker, or other nominee) in the same manner as stockholders of record whose shares of Common Stock are registered in their names. Banks, brokers, or other nominees will be instructed to effect the Reverse Stock Split for their beneficial holders holding shares of the Company's Common Stock in “street name”; however, these banks, brokers, or other nominees may apply their own specific procedures for processing the Reverse Stock Split.
Also on the Effective Date, all options and warrants of the Company outstanding immediately prior to the Reverse Stock Split will be adjusted by (i) dividing the number of shares of Common Stock into which the options and warrants are exercisable or convertible by 40 and (ii) multiplying the exercise or conversion price thereof by 40, all in accordance with the terms of the plans, agreements, or arrangements governing such options and warrants and subject to rounding up to the nearest whole share.
Non-Certificated Shares. Those Company stockholders who hold their shares in electronic form do not need to take any action, as the effect of the Reverse Stock Split will automatically be reflected in their accounts with the Company’s transfer agent. Those stockholders who hold their shares in “street name” will receive instructions from their bank, broker, or nominee.
Amended Certificate of Incorporation. The Company effected the Reverse Stock Split pursuant to the Company’s filing of an Certificate of Amendment of Certification of Incorporation with the Secretary of State of the State of Delaware on March 31, 2025, and a Certificate of Correction thereto on April 1, 2025, to advance the first day of trading on a reverse split-adjusted basis to April 11, 2025, all in accordance with the Delaware General Corporation Law. The Certificate of Amendment of Certificate of Incorporation, as corrected, is expected to become effective at or about 12:01 am Eastern time on April 11, 2025. A copy of the Certificate of Amendment of Certificate of Incorporation is attached as Exhibit 3.1a and the related Certificate of Correction is attached as Exhibit 3.1b to this Current Report.
Stockholder Approval. As disclosed above and as reported on Form 8-K filed on April 1, 2025, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to implement one or more reverse stock splits of the outstanding shares of the Common Stock (as necessary to maintain a listing of the Common Stock on Nasdaq in an aggregate range from one-for-twenty (1:20) up to one-for-fifty (1:50), or anywhere between, all as determined in the sole discretion of the Company’s Board of Directors. The stockholder approval occurred at the Special Meeting of Stockholders held on March 31, 2025 at 10 a.m. Eastern time.
Capitalization. Prior to the Reverse Stock Split, the Company was authorized to issue 250,000,000 shares of Common Stock. There will be no change in the number of authorized shares as a result of the Reverse Stock Split. As of March 25, 2025, there were 44,934,120 shares of Common Stock outstanding. As a result of the Reverse Stock Split, there will be approximately 1,123,353 shares
of Common Stock outstanding (subject to adjustment due to the effect of rounding fractional shares into whole shares). The number of shares of preferred stock that the Company is authorized to issue will not be impacted; none is currently issued and outstanding.
Immediately after the Reverse Stock Split, each stockholder’s relative ownership interest in the Company and proportional voting power will remain virtually unchanged except for minor changes and adjustments that will result from rounding fractional shares of Common Stock into whole shares.
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements. Forward-looking statements may include, but are not limited to, statements related to the Reverse Stock Split, the effectiveness of the Certificate of Amendment of Certificate of Incorporation, as corrected, and the Company’s ability to regain and maintain compliance with Nasdaq’s minimum bid price requirement, as well as statements, other than historical facts, that address activities, events, or developments that the company intends, expects, projects, believes, or anticipates will or may occur in the future. These statements are often characterized by terminology such as “believes,” “hopes,” “may,” “anticipates,” “should,” “intends,” “plans,” “will,” “expects,” “estimates,” “projects,” “positioned,” “strategy,” and similar expressions and are based on assumptions and assessments made in light of management’s experience and perception of historical trends, current conditions, expected future developments, and other factors believed to be appropriate. Forward-looking statements in this Current Report on Form 8-K are made as of the date of this Current Report on Form 8-K, and the Company undertakes no duty to update or revise any such statements, whether as a result of new information, future events, or otherwise. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, many of which are outside of the Company’s control. Important factors that could cause actual results, developments, and business decisions to differ materially from forward-looking statements are described in the sections titled “Risk Factors” in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K filed on March 28, 2025, as well as Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, and include whether the Company will be successful in maintaining the listing of its Common Stock on Nasdaq and the effects of the Reverse Stock Split.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in Item 3.03 is hereby incorporated by reference into this Item 5.03.
Item 7.01 Regulation FD Disclosure.
On April 1, 2025, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Exhibit 99.1 is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
3.1a |
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Certificate of Amendment of Certificate of Incorporation, filed March 31, 2025. |
3.1b |
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99.1 |
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Press release, dated April 1, 2025, announcing reverse stock split. |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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HCW BIOLOGICS INC. |
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Date: |
April 1, 2025 |
By: |
/s/ Hing C. Wong |
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Hing C. Wong, Founder and Chief Executive Officer |