Non-Reliance of Financial Report (Form 8-K)

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On August 10, 2026, the Audit Committee of the Board of Directors (the "Audit Committee") of HCW Biologics Inc. (the "Company"), in consultation with management and the Company's independent registered public accounting firm, Crowe LLP, concluded that the Company's previously issued unaudited condensed financial statements as of and for the three months ended March 31, 2026, included in the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on May 14, 2026 (the "Original Form 10-Q"), should no longer be relied upon. The Company intends to file an amendment to the Original Form 10-Q on Form 10-Q/A (the "Form 10-Q/A") to restate the affected unaudited condensed financial statements and related disclosures for the three months ended March 31, 2026. The Company also intends to amend or otherwise update, as appropriate, its applicable registration statement filing that incorporates or includes the affected financial information prior to its effectiveness, to reflect the restated financial statements and related disclosures.

The non-reliance conclusion described above resulted from the identification of an error in the Company's application of the two-class method for calculating earnings per share ("EPS"). Specifically, the Company did not appropriately allocate undistributed earnings between Common Stock and participating securities with non-forfeitable dividend rights. Management determined that these errors constituted a material misstatement of EPS.

Aftergiving effect to the Company's reverse stock split effective on June 30, 2026, the Company had 904,312 weighted-average shares of Common Stock outstanding and had outstanding participating warrants which may be exercised for 524,501 shares of Common Stock as of March 31, 2026. On a post-split basis, as a result of the misapplication of the two-class method, the Company reported basic and diluted EPS of $2.19 per share, an overstatement of $0.80 per share, caused by applying a 100% allocation of undistributed earnings to the weighted average shares outstanding; however, the Company should have allocated approximately 63.3% of the applicable undistributed earnings to Common Stock and approximately 36.7% to the participating securities.

The error affected EPS as presented on the face of the statement of operations and in the related EPS disclosures. Any previously furnished reports, press releases, earnings releases and other communications describing the Company's condensed financial statements as of and for the three months ended March 31, 2026, should no longer be relied upon.

Management evaluated the effect of the error and restatement on the Company's disclosure controls and procedures and internal control over financial reporting and concluded that a material weakness existed related to the ineffective operation of the Company's technical accounting review control over complex warrant instruments and financing transactions, including the evaluation of relevant contractual provisions and related legal interpretations, at a sufficient level of precision. As a result, the Company did not appropriately apply the two-class method in calculating EPS for the three months ended March 31, 2026. Management is implementing remediation measures, including enhanced technical accounting review procedures, and improved coordination with legal counsel and other advisors, as appropriate.

The Audit Committee has discussed the matters disclosed in this Form 8-K with Crowe LLP, the Company's independent registered public accounting firm.