Company agreed to issue and sell an aggregate of 903,614 units (the "Units"), with each Unit consisting of (i) one pre-funded warrant (a "Pre-Funded Warrant") to purchase one share of the Company’s common stock, par value $0.0001 per share, ("Common Stock") and (ii) the right to receive one common stock purchase warrant (a "Common Warrant") to purchase one share of Common Stock, and subject to, stockholder approval of the issuance thereof.

In connection with the Offering, the Company will issue 903,614 Pre-Funded Warrants. Subject to stockholder approval, which the Company is obligated to seek pursuant to the terms of the Purchase Agreement, the Investor will also be entitled to receive Common Warrants to purchase up to an aggregate of 903,614 shares of Common Stock.

Maxim Group LLC is acting as the sole placement agent for the Offering.

The combined purchase price for each Unit consisting of a Pre-Funded Warrant and the right to receive one Common Warrant upon, and subject to, stockholder approval of the issuance thereof, was $1.6599 per Unit. The Pre-Funded Warrants have an exercise price of $0.0001 per share of Common Stock, are exercisable immediately and will not expire until exercised in full. The Common Warrants will have an exercise price of $1.66 per share and will expire on the five and one half (5.5) year anniversary of their issuance. Under Nasdaq Listing Rule 5635(d), the Company is required to obtain stockholder approval before issuing the Common Warrants because the potential issuance of shares upon exercise of the Common Warrants could exceed the thresholds set forth in such rule. Following receipt of stockholder approval, the Company will issue the Common Warrants to the Investor in accordance with the Purchase Agreement.

The Company intends to use the net proceeds from this Offering to continue clinical trials for HCW9302, advance its IND-enabling studies for its T-Cell Engager, HCW11-018b, and its second-generation immune checkpoint inhibitor, HCW11-040, and for general corporate purposes.