Item 1.01 Entry into a Material Definitive Agreement.



On April 21, 2023, HCW Biologics Inc. (the "Company") entered into a secured
Development Line of Credit Agreement (the "Agreement") with Prime Capital
Ventures, LLC, as lender (the "Lender"), pursuant to which the Lender shall
advance loans to the Company in an aggregate principal amount not to exceed
$26.25 million (the "Maximum Amount") with a scheduled maturity date of April
20, 2028 (the "Maturity Date"). The note issued pursuant to the Agreement bears
interest at a fixed rate of seven (7) percent per annum, due monthly in arrears
on the first day of each month, and the outstanding principal on the note shall
be due and payable in full on the Maturity Date.
Under the Agreement, within ten (10) days of receipt of the executed Agreement
by each of the Company and the Lender, the Company will be required to wire
$5.25 million to Lender to serve as a reserve for the payment of interest under
the Agreement. In addition, out of the initial advance, the Company shall pay to
the Lender a non-refundable fee in the amount of $1.25 million. The Lender is
required to make advances to the Company pursuant to the terms of the Agreement
in an amount not to exceed the Maximum Amount. The initial advance from the
Lender to the Company is contingent upon the Company's (1) receipt of all
necessary permits and approvals to conduct its business and (2) the compliance
with all applicable laws, including zoning and environmental laws.
The Agreement contains customary representations, warranties, affirmative and
negative covenants, including financial reporting covenants, events of default
and indemnification provisions in favor of the Lender referred to in the
Agreement. The covenants include restrictions governing the Company's ability to
amend its certificate of incorporation or bylaws in a manner adverse to the
Lender, the Company's incurrence of liens and indebtedness, the Company's
ability to make investments, and the Company's entry into certain merger and
acquisition transactions or dispositions and other matters, all subject to
certain exceptions. In connection with the Agreement, the Lender has been
granted a first priority lien and security interest in the Company's new
facility under construction at 3300 Corporate Way, Miramar Florida and various
construction project-related bank accounts.
The foregoing description of the Agreement is not intended to be complete and is
qualified in its entirety by reference to the Agreement, which is filed as
Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.



d) Exhibits
     Exhibit No.        Description
        10.1*             Development Line of Credit Agreement, dated as of
                        April 20, 2023 by and between Prime Capital Ventures,
                        LLC and HCW Biologics Inc.
         104            Cover Page Interactive Data File (embedded within the
                        Inline XBRL document).

* Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish copies of omitted exhibits and schedules upon request by the Securities and Exchange Commission.

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