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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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HCW BIOLOGICS INC. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
40423R204 (CUSIP Number) |
Hing C. Wong, Ph.D. HCW Biologics Inc., 2929 N. Commerce Parkway Miramar, FL, 33025 954-842-2024 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/15/2025 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. | 40423R204 |
| 1 |
Name of reporting person
Hing C. Wong, Ph.D. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
501,911.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
23.38 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share |
| (b) | Name of Issuer:
HCW BIOLOGICS INC. |
| (c) | Address of Issuer's Principal Executive Offices:
2929 N. Commerce Parkway, Miramar,
FLORIDA
, 33025. |
| Item 2. | Identity and Background |
| (a) | Hing C. Wong, Ph.D. |
| (b) | HCW Biologics Inc., 2929 N. Commerce Parkway, Miramar, FL 33025 |
| (c) | Founder and Chief Executive Officer of HCW Biologics Inc., scientist and inventor |
| (d) | NA |
| (e) | NA |
| (f) | United States of America |
| Item 3. | Source and Amount of Funds or Other Consideration |
As of May 6, 2025, the Reporting Person held individually or jointly with his spouse, Ms. Bee Yau Huang, 401,357 shares of Common Stock purchased for an aggregate amount of $17,504,139. As previously reported, on May 7, 2025, the Reporting Person converted his holdings of Secured Notes to purchase 92,500 unregistered shares of Common Stock at $26.00 per share, for an aggregate amount of $2,405,000. As previously reported, on May 15, 2025, the Reporting Person converted his holdings of an unsecured promissory note to purchase 8,054 shares of Common Stock at $7.45 per share, for an aggregate amount of $60,002. In the aggregate, the Reporting Person holds individually or jointly with his spouse 501,911 shares of Common Stock that he purchased for an aggregate amount of $19,969,141. All purchases were made with personal funds. | |
| Item 4. | Purpose of Transaction |
Clean up the balance sheet through extinguishment of debt for equity. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As previously reported, on May 7, 2025, HCW Biologics Inc. (the "Company") converted $6.6 million of the outstanding principal of its Secured Notes. In such conversion, the Company issued 253,083 unregistered shares of Common Stock at $26.00 per share and warrants that may be exercised to purchase up to $3.3 million of Common Stock at $26.00 per share. No warrants have been exercised.
As previously reported, on May 15, 2025, the Company issued 671,140 registered shares of Common Stock at $7.45 per Unit, consisting of a share of Common Stock or a Pre-Funded Warrant to purchase one share of Common Stock and two warrants, each to purchase one share of Common Stock. At closing, the Company issued 158,000 shares of Common Stock and Pre-Funded Warrants to purchase 513,140 shares of Common Stock. As reported by the Company, since issuance, the investor exercised 459,140 of its Pre-Funded Warrants to purchase shares of Common Stock.
As previously reported, on May 15, 2025, the Company converted $270,000 of the outstanding principal of unsecured promissory notes. In such conversion, the Company issued 36,242 registered shares of Common Stock at $7.45 per share. |
| (b) | The Reporting Person has beneficial ownership of 501,911 shares of Common Stock. The percentage of beneficial ownership is approximately 23.38% of outstanding shares of Common Stock. The percentage of Common Stock is based on 2,146,601 shares of Common Stock issued and outstanding as of May 15, 2025.
The Reporting Person has the sole power to dispose or direct the disposition of all shares of Common Stock that the Reporting Person beneficially owned as of May 15, 2025, except for 103,192 shares of Common Stock which he shares the power to dispose or direct the disposition of with his spouse, Ms. Bee Yau Huang. |
| (c) | Other than as previously reported, the Reporting Person has not effected any transaction in Common Stock in the last 60 days. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The Reporting Person entered into an agreement dated May 1, 2025 with the Company in which he agreed not to sell, transfer, pledge or otherwise dispose of any shares of Common Stock that he received as a result of the conversion of the Secured Notes for a period of 180 days from the time of conversion which occurred on May 7, 2025. The Reporting Person also entered into an agreement dated May 5, 2025 with the Company to which he agreed not to sell, transfer, pledge or otherwise dispose of any shares of Common Stock that he received as a result of the conversion of the unsecured promissory notes for period of 90 days from the time of conversion which occurred on May 15, 2025. | |
| Item 7. | Material to be Filed as Exhibits. |
No exhibits to be filed. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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