HCW Biologics Inc. filed a current report on November 5, 2026, disclosing that it entered into a Notes Purchase Agreement with Streeterville Capital, LLC on November 3, 2026, providing for two secured promissory notes totaling $10.2 million in original principal.

Key Highlights

  • Two notes issued: Promissory Note A-1 with an original principal amount of $3.2 million and Promissory Note B with an original principal amount of $7.0 million.
  • OID on A-1 Note: The A-1 Note carries an original issue discount of $240,000; the lender also received $30,000 for transaction costs, both included in the A-1 Note's initial principal balance.
  • Closing date and proceeds: Closing occurred on November 4, 2026; the lender paid $3.0 million less $30,000 in transaction costs to the company and deposited $7.0 million into an account held by newly formed subsidiary HCWB Holdings, LLC.
  • Interest rates: The A-1 Note bears interest at 8% per annum; the B Note bears interest at 5% per annum, each due twenty-four months following the date of issuance.
  • Placement agent fee: Maxim Group LLC served as placement agent and is entitled to a cash fee equal to 7.0% of gross proceeds, plus reimbursement of out-of-pocket expenses not to exceed $30,000.
  • Use of proceeds: According to the filing, the company intends to use net proceeds "to support the Company's clinical development programs, strategic business development initiatives and for other general corporate purposes."

HCW Biologics Details Terms of Streeterville Capital Note Financing

According to the filing, HCW Biologics Inc. (NASDAQ:HCWB) entered into the Notes Purchase Agreement with Streeterville Capital, LLC on November 3, 2026, with closing occurring the following day. The A-1 Note's principal balance of $3.2 million includes a $240,000 original issue discount and $30,000 in lender transaction costs. The $7.0 million deposited for the B Note is held in an account owned by HCWB Holdings, LLC, a newly formed Utah limited liability company and wholly-owned subsidiary of the company, subject to a Deposit Account Control Agreement among HCWB Holdings, the lender, and the account's bank.

The filing describes a Note Exchange mechanism under which, each time the aggregate outstanding balance of all A Notes is reduced by $1.0 million, the company may exchange $750,000 of the B Note for a new note in the same form as the A-1 Note pursuant to Section 3(a)(9) of the Securities Act of 1933. Upon each such exchange, the corresponding portion of the B Note balance held in the deposit account is released to the company's operating account. Each replacement A Note issued through this mechanism carries the same maturity date, interest rate, OID percentage, and other terms as the A-1 Note, the company disclosed.

The filing further states that beginning six months after the closing date, the lender may redeem up to $125,000 per calendar month under the A-1 Note, plus make-whole interest calculated as if the amount had been held to maturity. Both notes include prepayment rights at any time subject to a 10% prepayment premium, and both contain provisions for Major Trigger Events and Minor Trigger Events that could increase outstanding balances by 10% and 5%, respectively, and potentially lead to an Event of Default if not cured. The company's obligations are secured by the Deposit Account Control Agreement, a guaranty from HCWB Holdings, and a pledge of all membership interests in HCWB Holdings granted to the lender.

What Was Disclosed

HCW Biologics disclosed the execution and closing of a $10.2 million two-note financing with Streeterville Capital, LLC, covering principal amounts, interest rates, the Note Exchange mechanism, redemption rights, trigger event provisions, security arrangements, and placement agent terms.