Hcw Biologics Inc

This management proposal seeks approval to amend the company’s certificate of incorporation to authorize the Board, within one year, to implement one or more reverse stock splits of common stock at a ratio between 1-for-5 and 1-for-20. Management frames the proposal as necessary to address Nasdaq minimum bid price noncompliance and to provide the Board flexibility to select a ratio reflecting prevailing market conditions; the Board has already received a Nasdaq notice regarding noncompliance with the $1.00 minimum bid rule and has an upcoming hearings panel appeal. The proposal would not change the total authorized shares, and fractional shares would be rounded up to whole shares per the mechanics described; equity plan and warrant metrics would be proportionally adjusted. The Board emphasizes potential benefits including maintaining Nasdaq listing, increasing per-share price to attract institutional interest, improved marketability and liquidity, and preserving access to capital, while also acknowledging risks: negative investor perception of reverse splits, potential post-split price declines, reduced liquidity from fewer shares outstanding, odd-lot issues, and transaction costs. The Board reserves discretion to implement, delay or abandon any reverse split even after stockholder approval, and identifies criteria it will consider (trading price/volume, Nasdaq compliance, forecasted operations, market conditions) when deciding whether and which ratio to use. Stockholder approval requires a majority of votes cast; management recommends a vote FOR the proposal because it believes the flexibility and potential to retain Nasdaq listing outweigh the downsides.

This management proposal seeks stockholder approval under Nasdaq Listing Rule 5635(d) to permit the issuance of shares upon exercise of up to 2,477,292 Common Warrants issued in the February 17, 2026 follow-on offering. The approval is required because, without it, the Company cannot issue shares upon exercise to the extent such issuance would exceed the 19.99% Exchange Cap set by Nasdaq rules; approval would remove that limitation and allow the Company to issue up to the full number of shares underlying the Common Warrants. Management frames the request as necessary to enable potential capital inflows from warrant exercises and to comply with Nasdaq listing rules; if not approved the Common Warrants remain outstanding but may be unexercisable to the extent they exceed the Exchange Cap, which could impair the Company’s access to capital and its strategic flexibility. The Company notes the proposal was adjourned from a prior special meeting for lack of quorum and that it is required to resubmit the matter every 60 days until approved, which imposes recurring costs. The Board recommends a FOR vote, while acknowledging that if approved existing stockholders would face dilution upon exercise and that shares issued upon exercise will have the same rights as existing common stock.

This management proposal requests stockholder approval, under Nasdaq Listing Rule 5635(d), to reprice Existing Warrants previously issued to an existing investor so that up to 3,020,410 warrants would have an exercise price of $0.6055 (reduced from $2.41). Management states the repricing was agreed in connection with the February 17, 2026 offering but requires shareholder approval because the repricing occurs within six months of original issuance and the new exercise price would be below the Minimum Price standard under Nasdaq rules. Management argues repricing increases the likelihood of warrant exercises and potential cash proceeds to the Company, while acknowledging dilution risks to current stockholders and that approval would allow shares underlying the repriced warrants to be issued. The Company also notes the administrative burden that it must resubmit the proposal every 60 days until approval, which will continue to incur costs if the proposal remains unapproved. The Board recommends a FOR vote, while noting that approving the proposal could increase outstanding shares by up to 3,020,410 upon full exercise and could put downward pressure on market price if shares are sold into the market.