HCW Biologics Announces Price of $6.9 Million in Direct Registered Offering and Concurrent Private Placement Above Market Value Under NASDAQ Rules
MIRAMAR, Fla., Nov. 18, 2024 (GLOBE NEWSWIRE) — HCW Biologics Inc. (HCWB or HCW Biologics), (NASDAQ: HCWB), a US-based clinical stage biopharmaceutical company focused on discovering and developing novel disease therapies to prolong life by disrupting the link between inflammation and age-related diseases, today announced that it has entered into a Securities Purchase Agreement and one institutional investor to purchase 6,717,000 shares of common stock (or pre-funded warrants instead) in a registered direct offering at an above-market value under Nasdaq rules. In a concurrent private placement, the Company also agreed to issue unregistered warrants to purchase an aggregate of 6,717,000 shares of common stock. The aggregate effective offering price per share of common stock (or pre-funded warrant in lieu thereof) and related warrants is $1.03. The warrants will have an exercise price of $1.03 per share, will be exercisable immediately, and will expire five years from the date of issuance.
The net proceeds to the Company from the registered direct offering and the concurrent private placement are estimated to be approximately $6.9 million before deducting placement agent fees and other servicing expenses paid by the Company. The offering is expected to close on or about November 20, 2024, subject to the satisfaction of customary closing conditions.
Maxim Group LLC is acting as sole placement agent in connection with the offering.
The shares of common stock (or pre-funded warrants instead) are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-266991), which was declared effective by the US Securities and Exchange Commission (the SEC) on August 26, 2022. Offering of shares of common stock (or pre-subsidized warrants in lieu thereof) shall be made only by means of a prospectus supplement forming a part of such registration statement. The warrants will be issued in a private placement concurrently with the shares available upon exercise of those warrants offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the Act), and the Regulations. D is declared below and is not registered under the Act or applicable federal securities laws.
This press release does not constitute an offer to sell or solicitation of an offer to buy, and there will not be any sale of these securities in any jurisdiction where such offer, solicitation or sale would be lawful prior to registration or qualification under the securities. such local laws. A prospectus supplement relating to shares of common stock and pre-funded warrants will be filed by the Company with the SEC. If available, copies of the prospectus supplement relating to the registered direct offering, and the accompanying prospectus, may be obtained from the SEC’s website at www.sec.gov or from Maxim Group LLC, 300 Park Avenue, New York, NY 10022, Attention: Dept. of the Syndicate, or by email at syndicate@maximgrp.com or by phone at (212) 895-3500.
About HCW Biologics:
HCW Biologics is a clinical-stage biopharmaceutical company focused on discovering and developing novel immunotherapies to prolong health by disrupting the link between chronic, low-grade inflammation, and age-related diseases, such as cancer, heart disease, diabetes, neurodegenerative diseases, and and autoimmune. , and other chronic inflammatory conditions such as COVID-19. The Company has combined a deep understanding of disease-related immunology with its advanced protein engineering expertise to create two drug discovery platforms, each with a novel core used to produce designer, novel multi-functional compound molecules with immunotherapeutic properties. The Company’s drug discovery platform is the TOBI™ (Tissue factOr-Based fusIon) discovery platform, with a Tissue-Factor-based core. It was used to create HCW Biologics molecules: HCW9218, HCW9302, HCW9206 and HCW9201. The Company’s second drug discovery platform uses a unique protein-based backbone isolated from Tissue Factor. Immunotherapeutics created through the Company’s two distinct drug discovery platforms have unique properties and mechanisms of action, expanding the spectrum of treatments for degenerative diseases. University of Pittsburgh Medicine (TASE:) Center (UPMC) has agreed to include HCW9218 in an Investigator-sponsored Phase 2 clinical trial to evaluate patients with metastatic, advanced-stage ovarian cancer in combination with neoadjuvant chemotherapy (NCT05145569).
Forward-Looking Statements
The statements in this press release contain forward-looking statements that are subject to significant risks and uncertainties. These statements are made under the safe harbor provisions of the US Private Securities Litigation Reform Act of 1995. Forward-looking statements contained in this press release may be identified by the use of words such as expect, expect, believe, will, , estimate, project, view, forecast or similar words and include, statements of the closing of the offering and the satisfaction of the closing conditions and the use of the proceeds of the offering, the Company’s ability to develop non-oncology or oncology therapies; the strength of the Company’s new platform and the success of new recombinant proteins developed using the new platform. Forward-looking statements are based on the Company’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. In addition, certain forward-looking statements are based on assumptions about future events that may not prove to be true. Factors that could cause actual results to differ include, but are not limited to, the risks and uncertainties described in the section entitled Risk Factors in the annual report on Form 10-K/A filed with the United States Securities and Exchange Commission (SEC) on May 15, 2024, Form 10 -Q was last filed with the SEC on November 14, 2024, and other filings. filed from time to time with the SEC. The forward-looking statements contained in this press release are made as of the date hereof, and the Company undertakes no obligation to update such information except as required under applicable law.
Company Contact:
Rebecca Byam
Chief Financial Officer
Company HCW Biologics Inc.
RebeccaByam@hcwbiologics.com
Source: HCW Biologics, Inc
