Material Event Form 8 K

Item 8.01 Other Events.

As reported in our Current Report on Form 8-K filed on November 20, 2024, HCW Biologics Inc. (the "Company") entered into a Securities Purchase Agreement with Armistice Capital Master Fund Ltd. ("Armistice") on November 18, 2024 that included pre-funded warrants to purchase up to 2,557,000 shares of common stock that could be exercised at any time at an exercise price of $0.0001 (the "Pre-Funded Warrants"). On November 20, 2024, Armistice exercised all of the Pre-Funded Warrants by delivering a notice of exercise to the Company and paying the exercise price. The Company issued 2,557,000 shares of registered common stock to Armistice on November 21, 2024.