Form 8-K

8-K — HCW Biologics Inc.

Accession: 0001493152-26-019699

Filed: 2026-04-30

Period: 2026-04-29

CIK: 0001828673

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0001828673

2026-04-29

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UNITED

STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): April 29, 2026

HCW

Biologics Inc.

(Exact

name of Registrant as Specified in Its Charter)

Delaware

001-40591

82-5024477

(State

or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

2929

N. Commerce Parkway

Miramar, Florida

33025

(Address

of Principal Executive Offices)

(Zip

Code)

Registrant’s Telephone Number, Including Area Code: 954 842-2024

(Former

Name or Former Address, if Changed Since Last Report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common

Stock, par value $0.0001 per share

HCWB

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item

8.01 Other Events.

April 25, 2026, HCW Biologics Inc. (“HCW Biologics” or the “Company”) determined that it would enter into

a consulting agreement with I.R. Agency LLC (the “Marketing Consultant”) in which the Company will agree to

engage the Market Consultant for future marketing efforts to be determined by management of the Company in its discretion, to

communicate information about the Company to the financial community, in exchange for fees of $2.5 million. The agreement is contingent

upon the closing of a public offering of the Company’s securities pursuant to a Registration Statement on Form S-1 (File

Number 333-295280) filed on April 23, 2026 and amended on April 24, 2026 (such financing the “Public Offering”

and the closing of such financing, the “Financing Close”). The agreement is expected to commence on or about May

1, 2026, after the Financing Close. Under the terms of the agreement, assuming it is delivered and countersigned by the Marketing

Consultant, the Company will pay the Marketing Consultant $2.5 million from the proceeds of the Public Offering.

Additionally, on April

25, 2026, the Company determined that it would enter into a consulting agreement with Bowery Consulting Group (the “Financial

Consultant”) in which the Company will agree to engage the Financial Consultant for future consulting services during

a six-month term for a consulting fee of $500,000. The agreement is contingent upon the Financing Close. The agreement is expected

to commence on or about May 1, 2026, after the Financing Close. Under the terms of the agreement, assuming that it is delivered

and countersigned by the Financial Consultant, the Company will pay the Financial Consultant $500,000 from the proceeds of the Public

Offering.

The foregoing descriptions

of the Consulting Agreement with the Marketing Consultant and the Consulting Agreement with the Financial Consultant (together, the “Consulting

Agreements”) do not purport to be complete and are qualified in their entirety by reference to the full text of the Consulting Agreements,

copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein

by reference.

This

Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor

shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful

prior to registration or qualification under the securities laws of any such state or jurisdiction.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

10.1

Consulting Agreement, dated April 25, 2026, between the Company and I.R. Agency LLC

10.2

Consulting Agreement, dated April 25, 2026, between the Company and Bowery Consulting Group

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

HCW

BIOLOGICS INC.

Date:

April

29, 2026

By:

/s/

Hing C. Wong

Hing

C. Wong

Founder and Chief Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

CONSULTING

AGREEMENT

Agency LLC (the “Consultant” or “IR Agency”) is pleased to provide certain consulting services to HCW Biologics

Inc (“you,” “Client” or “Company”) as more fully described in this agreement (the “Agreement”).

This Agreement sets forth the terms and conditions pursuant to which Company engages Consultant to provide such services.

1. Consulting

Services.

(a) This

Consulting Agreement is contingent upon the closing of a financing under the Company’s

S-1 filed on April 23, 2026 and expected to close the week of April 30, 2026 (“Financing

Close”). Commencing on 5/01/2026 and after the Financing Close, Consultant will provide

marketing and advertising services (“Advertising” or “Services”)

to communicate information about the Company (trading symbol: HCWB to the financial community

including, but not limited to, creating company profiles and media distribution.

(b) Consultant

does not make any representation about and assumes no responsibility for the response by

the market, if any, to the public release of Advertising for the Company. For avoidance of

doubt, Client acknowledges that Consultant assumes no responsibility for and does not make

any representation, guarantee or promise that in response to the public release of Advertising

for the Company, the trading volume will increase or the trading price of HCWB will

rise, or in the event of a increase in trading volume or rise in price, the amount or duration

of any such increase in trading volume or rise in price

acknowledges that Consultant carries no professional licenses. Consultant will not participate

in discussions or negotiations with potential investors. Consultant will not solicit orders,

make recommendations or give investment advice. Consultant will not effect transactions of

securities for potential investors or anyone else. Consultant and Client agree that Consultant

is not being engaged for, and is not permitted to engage in, activities that would give rise

to Consultant being required to register federally or in any state or other jurisdiction

as a broker or an investment advisor. If a financial intermediary expresses interest in the

Company to Consultant, Consultant will refer the intermediary to the Company. In providing

services under the Agreement, Consultant agrees to comply in all materials respects with

all applicable U.S. securities laws. Client acknowledges and agrees that (a) it and its affiliates

each have relied and will continue to rely on the advice of its own legal, regulatory, and

securities law advisors for all matters and (b) neither Client nor any of its affiliates

has received, or has relied upon, the advice of Consultant or any of its affiliates or their

counsel regarding legal, regulatory, or securities law matters.

(d) The

Services of Consultant shall not be exclusive to Client, and Client acknowledges that Consultant

will be performing similar Services for other clients and Consultant shall be free to perform

Services for such other persons.

2. Independent

Contractor. Client and Consultant agree that Consultant shall perform its duties under

this Agreement as an independent contractor. Nothing contained herein shall be considered

as creating a relationship of agent-principal, employer-employee or joint venturers between

Consultant and either Client.

3. Compensation.

(a) As

consideration for the performance of the Services hereunder, and subject to the Finance Close,

upon the date of Finance Close, the execution and delivery of this Agreement, Client shall

pay to Consultant the sum of Two Million Five Hundred Thousand Dollars ($2,500,000) by

4/30/2026 in cash via Bank Wire Transfer for providing the Services over a 12 individual

Marketing day’s of News Distribution Campaigns during a maximum of 60 day term starting

on 5/1//2026 to 7/1/2026All fees are fully earned upon receipt and are strictly non-refundable

under any circumstances, including termination, dissatisfaction, or results. Client waives

any right to refund, offset, or chargeback.

(b) Unless

otherwise provided in this Agreement, all other services, including out-of-scope assignments,

rendered by Consultant shall be subject to additional compensation under a separate agreement

between Consultant and Company. Consultant shall be responsible for all out-of-pocket expenses

incurred or paid in connection with its performance of the Services hereunder.

4. Term

and Termination.

(a) The

term of this Agreement shall commence on the start date and continue for a period of for

12 Individual Days of Marketing Distribution News Campaigns (the “Term”) unless

otherwise extended by mutual agreement of the parties (the “Extended Term”).

This Agreement may be terminated, with or without cause, by either Client or Consultant at

any time by written notice to the other Party. If the Agreement is terminated by Client during

the Term for any reason, Client will not be entitled to return of any of the compensation.

If Client files for bankruptcy, becomes insolvent or is in material breach of this Agreement

(“Cause”), Consultant may terminate the Agreement and Client will not be entitled

to the return of any of the compensation. Consultant may immediately suspend or terminate

Services if it believes continued performance may expose it to legal, regulatory, or reputational

risk. No refund shall be owed in such event.

(b) In

the event Client elects to purchase and Consultant agrees to supply additional Services during

the Term or the Extended Term of this Agreement, the terms and condition of this Agreement

will apply to such additional Services.

5. Information.

(a) In

connection with Consultant’s performance of its Services, Consultant will rely on Company’s

press releases and Company’s most recent reports, if any, filed with the Securities

and Exchange Commission (collectively, the “Company Information”). In this regard,

Company agrees to make all filings required by the exchange act and all other applicable

laws, in each case on a timely basis in accordance with such laws. Client hereby grants to

Consultant the right to use the name and service marks of Company in its Services. Company

will be entitled to require that certain or all materials created by Consultant in performing

its Services be submitted to Company for its review and approval, such approval not to be

unreasonably withheld, conditioned or delayed.

(b) Client

hereby acknowledges and agrees that, in performing its Services hereunder, Consultant will

be using and relying on the Company Information without independent verification thereof.

Consultant will also be under no obligation to determine whether there have been, or to investigate

any changes in, such information. Consultant will be entitled to submit any materials created

by Consultant to Company for its review and approval, such approval not to be unreasonably

withheld, conditioned, or delayed. Client represents and warrants that that the Company Information

and all information provided by Company or its affiliate or representatives to Consultant

shall, at the time provided, not contain any untrue statement or material fact or omit to

state a material fact necessary in order to make the statement made, in light of the circumstances

under which they were made, not misleading.

by its authorization or approval of the Advertisement, represents and warrants to Consultant

that, to its knowledge, the Advertisement is complete and correct in all material respects

and does not contain any untrue statement of a material fact or omit to state a material

fact necessary to make the statements therein not misleading. Client agrees to promptly notify

Consultant upon the occurrence of any material adverse change in the business or affairs

of the Company or upon the occurrence of any event which causes Client to believe that the

Advertisement contains any untrue statement of a material fact or omits to state a material

fact necessary to make the statements therein not misleading.

(d) Client

acknowledges that Services are promotional in nature. Consultant makes no guarantees regarding

trading volume, stock price, investor interest, or financial outcomes. All market risk is

borne solely by Client.

(e) Paid

Promotion Disclosure (SEC 17(b)) Consultant may include disclosures required by securities

laws, including compensation disclosure. Client agrees not to restrict or alter such disclosures.

6. Securities

Laws. Client represents and warrants that the Company Information and all information

provided by Company or its affiliates or representatives complies in all respects with the

U.S. federal and applicable state securities laws, and are not and will not be or constitute

a part of any activity that is or may be deemed to be illegal under the U.S. federal or applicable

state securities laws, including, without limitation, being a part of any illegal offering,

illegal pump-and-dump, illegal scalping, illegal touting schemes, or an effort to assist

with a violation of any court order including, but not limited to, any order banning or limiting

a person’s involvement in the securities markets.

7. Work

Product. All information and materials produced for Client shall be the property of Consultant,

free and clear of all claims thereto by Client, and Client shall have no claim of authorship

therein. Consultant shall retain all right, title, and interest in and to, including any

intellectual property rights with respect to, any data, designs, processes, specifications,

software, applications, course, code, object code, utilities, methodologies, know-how, materials,

information and skills (and any derivative works, modifications and enhancements thereto)

owned, acquired or developed by or for Consultant’s databases.

8. Confidentiality.

The parties agree to hold each other’s Proprietary or Confidential Information in strict

confidence. “Proprietary or Confidential Information” shall include, but is not

limited to, written or oral contracts, trade secrets, know-how, business methods, business

policies, memoranda, reports, records, computer retained information, notes, or financial

information. Proprietary or Confidential Information shall not include any information which:

(i) is or becomes generally known to the public by any means other than a breach of the obligations

of the receiving party; (ii) was previously known to the receiving party or rightly received

by the receiving party from a third party; (iii) is independently developed by the receiving

party; or (iv) is subject to disclosure under court order or other lawful process. The parties

agree not to make each other’s Proprietary or Confidential Information available in

any form to any third party or to use each other’s Proprietary or Confidential Information

for any purpose other than as specified in this Agreement. Each party’s Proprietary

or Confidential Information shall remain the sole and exclusive property of that party. The

parties agree that in the event of use or disclosure by the other party other than as specifically

provided for in this Agreement, the non-disclosing party may be entitled to equitable relief.

Notwithstanding termination or expiration of this Agreement, the parties acknowledge and

agree that their obligations of confidentiality with respect to Proprietary or Confidential

Information shall continue in effect for a total period of three (3) years from the termination

date.

9. Non-Public

Material Information. Consultant acknowledges that to prepare appropriate Advertising

in a timely manner it may be made aware of price sensitive or confidential information that

has not been publicly disclosed yet. Consultant confirms that it is fully aware of its obligations

in relation to such information and will ensure that the confidentiality of such information

is maintained at all times and that it, and its employees and contractors, are all fully

aware of and comply with, all appropriate securities laws and regulations in relation to

insider trading and related matters.

10. Covenant

Not to Sue. Client agrees that it will not file any suit, claim, proceeding or complaint

against Consultant arising out of or based on the failure of the trading volume of the stock

to increase or price to rise, or to maintain any increase in trading volume or rise in stock

price as may be occur, as a result of or in response to the public release of Advertising

for the Company or Consultant’s provision of services under this Agreement.

11. Limitation

of Liability. Consultant shall not be liable to Client or any other person for any damages

in connection with the provision of services under the Agreement, whether because of Consultant’s

negligence or otherwise, and regardless of the form of action, except in the event of Consultant’s

deliberate fault or gross negligence. Nevertheless, regardless of the form of action, whether

in contract, tort or otherwise, Consultant shall not be liable to Client for any lost profits,

business interruption, or for any indirect, incidental, special, consequential, exemplary

or punitive damages arising out of or relating to this Agreement, nor shall Consultant’s

aggregate liability for any damages arising out of this Agreement exceed the compensation

paid by Client to Consultant.

12. Indemnification.

Client shall indemnify and hold Consultant harmless from and against any and all actions,

claims, investigations (including but not limited to any formal or informal investigations

brought by any state or federal regulator and any subpoenas or requests for documents, information

or testimony issued in connection therewith), liabilities, losses, or damages arising from

the preparation, presentation or dissemination of any Advertising covered by this Agreement

including, but limited to, the costs of defense and attorneys’ fees. You will also

indemnify Consultant from and against all losses, expenses (including costs and attorneys’

fees) and all manner of actions, claims and judgments sustained by or made against Consultant

in connection with your use or misuse of the Service, any medium used with the Service, violation

of this Agreement, or based upon any alleged violation of any statute, ordinance, code, or

regulation.

13. Notices.

Any notice or other communication required or permitted to be given to either party hereunder

shall be in writing and shall be given to such party at such party’s address set forth

below or such other address as such party may hereafter specify by notice in writing to the

other party. Any such notice or other communication shall be addressed as aforesaid and given

by (a) certified mail, return receipt requested, with first class postage prepaid, (b) hand

delivery, or (c) via electronic communication (i.e., e-mail) or (d) reputable overnight courier.

Any notice or other communication will be deemed to have been duly given (i) on the fifth

(5) day after mailing, provided receipt of delivery is confirmed, if mailed by certified

mail, return receipt requested, with first class postage prepaid, (ii) on the date of Service

if served personally or (iii) on the business day after delivery to an overnight courier

service or by sending of an electronic communication, provided the notifying party specifies

next day delivery and receipt of delivery has been confirmed:

to the Client:

HCW Biologics Inc.

2929

N Commerce Parkway

Miramar,

FL 33025

Email:

HingWong@HCWBiologics.com

to Consultant:

IR Agency LLC

23 Downing Street, Newark NJ 07105

E-mail:

Raf@ir.agency

14. Waiver

of Breach. Any waiver by either party of a breach of any provision of this Agreement

by the other party shall not operate or be construed as a waiver of any subsequent breach

by any party.

15. Assignment.

Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned

by either party hereto without the prior written consent of the other party, which will not

be delayed or withheld unreasonably; provided that Client shall not be required to consent

to any assignment by Consultant of its cash and compensation payable pursuant to this Agreement.

Any assignment without such consent, when required, shall have no legal validity; subject

to the foregoing, this Agreement and all of the provisions hereof will be binding upon and

inure to the benefit of the parties to this Agreement and their respective successors and

permitted assigns.

16. Governing

Law and Jurisdiction. All disputes shall be resolved by binding arbitration administered

by the AAA in New Jersey. The parties waive any right to trial by jury and agree no class

actions may be brought.

17. Entire

Agreement. This Agreement contains the complete agreement between the parties with respect

to the subject matter hereof and supersedes any prior proposals, understandings, agreements

or representations by or between the parties, written or oral. Client acknowledges it has

not relied on any statements or representations outside of this Agreement.

18. Severability.

Whenever possible, each provision of this Agreement will be interpreted in such manner as

to be effective and valid under applicable law, but if any provision of this Agreement is

held by any court of competent jurisdiction to be prohibited by or invalid under applicable

law, such provision will be ineffective only to the extent of such prohibition or invalidity,

without invalidating the remainder of such provision or the remaining provisions of this

Agreement.

19. Waiver

and Modification. Any waiver, alteration, or modification of any of the provisions of

this Agreement shall be valid only if made in writing through an amendment of this Agreement

and signed by the parties hereto.

20. Acceptance.

Please confirm that the foregoing is in accordance with Company’s understanding by

signing and returning this Agreement, which will thereupon constitute a binding Agreement

between the Company and IR Agency, LLC as of the date of your execution. The undersigned

officers of IR Agency, LLC and Company represent that they have the authority to bind IR

Agency and Company, respectively. This Agreement may be executed in counterparts and with

electronic or facsimile signatures.

By:

IR Agency LLC

/s/

Rafael Pereira

Name: Rafael Pereira

Position:

Date:

April 25, 2026

By:

Hing C. Wong

Name: Hing C. Wong, HCW Biologics Inc

Position:

CEO and Founder

Date:

April 25, 2026

[***

remove wire information]

EX-10.2

Filename: ex10-2.htm · Sequence: 3

Exhibit

10.2

CONSULTING

SERVICES AGREEMENT

THIS

AGREEMENT DATED AS OF April 24, 2026

BETWEEN:

HCW

Biologics Inc.

Delaware corporation headquartered in Miramar, Florida

(hereinafter

referred to as the “Firm”)

-and-

Bowery

Consulting Group Inc.

corporation registered in the State of Florida

(hereinafter

referred to as the “Consultant”)

A. RECITALS

WHEREAS

the Firm carries on business as company in the biotechnology sector (the “Business”);

AND

WHEREAS the Firm is desirous of retaining the Consultant to provide consulting services in connection with the Business of the Firm and

the Consultant has represented to the Firm that he has expertise and experience in or related to the Business;

AND

WHEREAS the Consultant is ready, willing and able to provide consulting services in connection with the Business and the Firm wishes

to engage the Consultant to provide such services upon the terms and conditions hereinafter set out.

NOW

THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and all other good and valuable consideration and the mutual

covenants herein contained, the parties hereto and hereby covenant and agree as follows:

B. INTERPRETATION

1. For

all purposes of this Agreement, except as otherwise expressly provided or unless the context

otherwise requires:

a) this

“Agreement” means this Consulting Services Agreement and from time to time supplemented

or amended by one or more agreements entered into pursuant to the applicable provisions hereof;

b) the

words “herein”, “hereof” and “hereunder” and other words

of similar import refer to this Agreement as a whole and not to any particular paragraph,

subparagraph or other subdivision;

c) the

headings are for convenience only and do not form a part of this Agreement nor are they intended

to interpret, define or limit the scope, extent or intent of this Agreement or any portion

hereof;

d) a

reference to a statute includes all regulations made pursuant thereto, all amendments to

such statute or regulations enforced from time to time and any statute or regulations which

supplement or supersede such statute or regulation;

e) the

recitals and all schedules attached hereto are specifically made a part of this Agreement,

except that in the event of any inconsistency between the provisions of the body of this

Agreement and any Schedule hereto, the provisions in the body of this Agreement shall prevail.

2. This

Agreement shall be governed by and construed in accordance with the laws of the State of

Florida.

3. Unless

otherwise indicated, all dollar amounts referred to in this Agreement are in U.S. funds.

4. The

terms, conditions, covenants, agreements, obligations and provisos contained in this Agreement

shall be binding upon and shall inure to the benefit of the parties hereto and upon their

respective heirs, executors, administrators, personal representatives, successors and, if

permitted, assigns, as the case may be.

5. Time

shall be of the essence hereof.

6. This

Agreement may be executed in several parts in the same form and the several parts executed

shall together constitute one agreement.

7. There

are no representations, warranties, conditions, terms or collateral contracts affecting the

engagement of the Consultant contemplated in this Agreement except as set out in this Agreement.

8. If

any provision or part of any provision of this Agreement is void for any reason, it shall

be severed from the Agreement without affecting the validity of the balance of the Agreement.

C. ENGAGEMENT AND

RETAINER

1. The

Firm hereby agrees to retain the Consultant to provide consulting services during the Term

of this Agreement (as hereinafter defined) upon and subject to the terms and conditions set

out and the Consultant hereby accepts the mandate upon such terms and conditions.

2. This

Consulting Services Agreement is contingent upon the closing of a financing under the Firm’s

S-1 filed on April 23, 2026 and expected to close the week of April 27, 2026 (“Financing

Close”). The “Term of this Agreement” as used herein shall mean for a period

of six months after the Financing Close, and expected to begin on May 1st, 2026 (or as soon

as possible thereafter).

3. It

is acknowledged by the parties hereto that the Firm is retaining the Consultant in the capacity

of independent contractor and not as an employee of the Firm. The Consultant and the Firm

acknowledge and agree that this Agreement does not create a partnership or joint venture

between them.

4. The

Consultant shall periodically provide business consulting services to the Firm and its clients,

which shall include:

● Meet

with management to examine current activities and proposed plans, identify and discuss issues,

market needs and expansionary goals, and to understand capital raising, investment and potential

growth (acquisition) opportunities being considered (and timelines);

● Conduct

research, undertake due diligence and analysis, and identify benefits and risks in relation

to prospects and partnership affiliations under consideration, and thereafter advise on viability

of plans for scaling activities (and the initiatives) that support reaching milestones and

goals;

● Develop

market messaging, growth and capital raising strategies that have the potential to deliver

significant returns and attract investors;

● Outline

investor and funding strategy for growth (retail and online activity) and suggest ways to

minimize costs associated with technological platform improvements.

● Present

findings to senior management in relation to macro marketing plans and expansion viability,

as well as select capital raising, investment and growth initiatives (and their structure).

5. The

Consultant shall periodically provide the services in paragraph C-4 on dates to be scheduled

by the Firm.

6. The

Consultant shall at agreed upon times during the Term of this Agreement, be available, except

during periods of vacation or when the Consultant is disabled by illness or incapacity, and

Consultant shall faithfully and diligently perform the Consultant’s duties. It is agreed

and acknowledged that the Consultant may provide services to other persons, clients and Firms.

7. The

Consultant shall perform the services referred to herein in a confidential, efficient prompt,

economical, skillful, and careful manner, in accordance with the best modern methods, standards

and practices currently prevailing in the appropriate industry. The Consultant shall obey

all applicable laws, regulations, rules and standards imposed by governmental authorities.

The Consultant shall take direction on ongoing business issues and projects from the senior

management of the Firm.

8. All

documents, data and reports and other information generated by the Consultant in performing

the services herein shall at all times be and remain the property of the Firm and all such

material is confidential and proprietary to the Firm.

9. The

Consultant acknowledges that during the course of providing services to the Firm, the Consultant

will have access to proprietary information of the Firm including, but not limited to, information

relating to customer lists; financial costs and sales data; supply sources and contracts;

business opportunities for new and developing business; products, procedures, systems and

techniques relating to the development, marketing and sales of the Firm’s products

and services. The Consultant acknowledges that all such proprietary information is a valuable,

special and unique asset of the Firm. The Consultant shall faithfully serve and use his best

efforts to promote the interests of the Firm and shall not disclose proprietary information

to others, other than in the course of the Consultant’s responsibilities as a Consultant

advisor to the Firm, and shall not use such proprietary information for his own personal

gain. Furthermore, the Consultant specifically agrees that this provision continues during

and after the termination or expiration of this Agreement. In the event of a breach or threatened

breach by the Consultant of the provisions of this paragraph, the Firm shall be entitled

to an Injunction restraining the Consultant from disclosing, in whole or in part, such proprietary

information or from rendering any services to any person, clients, Firm, association or other

entity to whom such proprietary information, in whole or in part, has been disclosed or is

threatened to be disclosed. Nothing herein shall be construed as prohibiting the Firm from

pursuing any other remedies available to it for such breach or threatened breach, including

the recovery of damages from the Consultant.

10. The

Consultant warrants to the Firm that the performance of the services by the Consultant under

this Agreement does not constitute a conflict with any party to whom the Consultant has provided

services prior to the effective date of this Agreement.

D. REMUNERATION

1. The

Firm agrees to pay the Consultant an upfront fee in the amount of USD $500,000 for a six

month term.

E. ASSIGNMENT

1. This

Agreement is a corporate service agreement and may not be assigned by either Party without

the prior written consent of the other Party.

2. The

Consultant shall not sub-contract all or any portion of the consulting services itemized

in Part C hereof without the prior written consent of the Firm.

F. ARBITRATION

1. Any

controversy or claim arising out of or relating to this Agreement or any breach of this Agreement

shall be finally settled by arbitration.

INDEMNIFICATION

Except

to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees

to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors

and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and

costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective

affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification

will survive the termination of this Agreement.

WITNESS WHEREOF the parties hereto have executed this Agreement to be effective as of the day and year first above written.

For:

HCW

Biologics Inc.

Hing

C. Wong, Founder and Chief Executive Officer

/s/

Hing C. Wong

Date:

April

25, 2026

For:

Bowery

Consulting Group Inc.

Adam

Vance Chambers, [Title]

/s/

Adam Vance Chambers

Date:

April

25, 2026

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