HCWB Hcw Biologics Inc. - 8-K

Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As
previously disclosed, on March 26, 2026, HCW Biologics Inc. (the “Company”) received written notice from the Listing Qualifications
Staff (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) that for
30 consecutive business days, the Company’s listed securities did not maintain a minimum bid price of $1 per share, in accordance
with Nasdaq Listing Rule 5550(a)(2) (“Bid Price Rule”) for continued listing on The Nasdaq Capital Market (the “Exchange”) .
Due to the fact that the Company effected a 1-for-40 reverse stock split on April 11, 2025, the Company was not afforded a 180-calendar
day period to demonstrate compliance.

On
May 29, 2026, the Nasdaq Hearings Panel (“the Panel”) granted the Company an extension in which to regain compliance
with continued listing rules of the Exchange. The Panel’s determination follows the Company’s hearing on May 5, 2026, at
which the Company presented, and the Panel considered, the Company’s plan to regain compliance with the Bid Price Rule. The Panel
granted the Company’s request for continued listing on the Exchange, subject to, among other things, that on or before July 29,
2026, the Company must demonstrate compliance with the Bid Price Rule by exhibiting a bid price at or above $1 for twenty consecutive
trading days.

The
Panel also noted that if the Company becomes deficient with the Bid Price Rule prior to September 22, 2026, the Company will be immediately
delisted. Further, if the Company becomes non-compliant with any other listing rule prior to September 22, 2026, the Company will be
allowed seven calendar days to advise the Panel on its plan to cure the listing deficiencies and the Panel will, at that time, determine
whether to grant the Company an exception to cure the deficiency.

The
Panel also required that Company provide prompt notification of any significant events that occur during the exception period that may
affect the Company’s compliance with Nasdaq requirements. If the Company regains compliance and satisfies the terms of the exception,
the Panel intends to impose a Discretionary Panel Monitor on the Company for an additional one-year period, pursuant to Listing Rule
5815(d)(4)(A).