HCW Biologics (HCWB) Proxy filing summary

Executive summary

• Special Meeting scheduled for November 17, 2026, to seek shareholder approval for the issuance of Common Warrants related to a July 2026 private placement financing.

• The private placement raised $1.6 million and involved the issuance of warrants for up to 618,682 shares at $2.585 per share.

• Approval is required to comply with Nasdaq Listing Rule 5635(d), allowing potential issuance of more than 19.99% of outstanding shares.

• Board recommends voting FOR the proposal; only shareholders as of September 21, 2026, may vote.

Voting matters and shareholder proposals

• Only one proposal is up for vote: approval of the issuance of Common Warrants for up to 618,682 shares.

• Approval enables full exercise of warrants, potentially diluting existing shareholders' percentage ownership.

• If not approved, warrants remain outstanding but cannot be exercised above the 19.99% cap.

• Board has not received notice of any other shareholder proposals.

Board of directors and corporate governance

• Board of directors is soliciting proxies and recommends a vote FOR the proposal.

• Dr. Hing C. Wong, CEO, and Rebecca Byam, CFO, are named as proxies for voting.

• Inspector of Elections will tabulate votes; results to be disclosed in a Form 8-K.