HOTH Hoth Therapeutics Inc

As filed with the Securities and Exchange Commission on August 16, 2024

 Registration No. 333-          

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

Hoth Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada		82-1553794
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

590 Madison Ave., 21st Floor

New York, New York 10022

(Address of Principal Executive Offices) (Zip Code)

 

Hoth Therapeutics, Inc.

Amended and Restated 2022 Omnibus Equity Incentive Plan

(Full title of the plan)

 

Robb Knie
Chief Executive Officer
Hoth Therapeutics, Inc.
590 Madison Ave., 21st Floor

New York, New York 10022

(Name and address of agent for service)

 

(646) 756-2997

(Telephone number, including area code, of agent for service)

 

With a copy to:

 

Richard A. Friedman, Esq.
Nazia J. Khan, Esq.
Sheppard, Mullin, Richter & Hampton LLP

30 Rockefeller Plaza

New York, NY 10012

Telephone: (212) 653-8700

Facsimile: (212) 653-8701

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

 

If 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 7(a)(2)(B) of the Securities Act. ☐

 

 

 

EXPLANATORY NOTE

 

Hoth Therapeutics, Inc. (the “Company”) is filing this Registration Statement on Form S-8 (the “Registration Statement”) for the purpose of registering additional shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), under the Hoth Therapeutics, Inc. Amended and Restated 2022 Omnibus Equity Incentive Plan (the “2022 Plan”). On August 7, 2024, shareholders of the Company approved an amendment to the 2022 Plan to increase the number of shares reserved for issuance thereunder to 1,091,317 shares from 591,317 shares (the “Plan Amendment”). As such, this Registration Statement registers 500,000 additional shares of Common Stock available for issuance under the 2022 Plan as a result of the approval of the Plan Amendment by shareholders of the Company.

 

The Company previously filed with the Securities and Exchange Commission registration statements on Form S-8 on July 1, 2022 and August 21, 2023 (File Nos. 333-265984 and 333-274125, respectively) (the “Prior Registration Statements”) registering shares of Common Stock issuable under the 2022 Plan. This Registration Statement relates to securities of the same class as those to which the Prior Registration Statements relate, and is submitted in accordance with General Instruction E to Form S-8 regarding registration of additional securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference and made part of this Registration Statement, except for Items 3 and 8, which are being updated by this Registration Statement.

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

 

The following documents filed by the Company with the SEC pursuant to the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:

 

●

The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 28, 2024;

 

●

The Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024 and June 30, 2024, filed with the SEC on May 14, 2024 and August 9, 2024, respectively;

 

●

The Company’s Current Reports on Form 8-K (excluding any reports or portions thereof that are deemed to be furnished and not filed) filed with the SEC on January 9, 2024, March 28, 2024, June 17, 2024 and August 7, 2024.

 

●

The Company’s definitive proxy statement on Schedule 14A filed with the SEC on June 18, 2024;

 

●

The description of the Company’s Common Stock which is contained in the Company’s Registration Statement on Form 8-A filed on February 6, 2019 (File No. 001-38803) under the Exchange Act, including any amendments or reports filed with the SEC for the purpose of updating such description; and

 

●

All other reports and documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement herein or in any subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not constitute a part of this Registration Statement, except as so modified or superseded.

 

ITEM 8. EXHIBITS.

 

See the attached Exhibit Index on the page immediately following the signature pages hereto, which is incorporated herein by reference.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 16th day of August, 2024.

 

	Hoth Therapeutics, Inc.
	By:	/s/ Robb Knie
		Robb Knie
		Chief Executive Officer
		(Principal Executive Officer)
	By:	/s/ David Briones
		David Briones
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Robb Knie, with full power of substitution, his or her true and lawful attorney-in-fact to act for him or her in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file each of the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as he or she could do in person, hereby ratifying and confirming all that said attorneys-in-fact or substitutes, or any of them, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Robb Knie		Chief Executive Officer, President and Director		August 16, 2024
Robb Knie		(Principal  Executive Officer)
/s/ David Briones		Chief Financial Officer		August 16, 2024
David Briones		(Principal Financial and Accounting Officer)
/s/ Wayne Linsley		Director		August 16, 2024
Wayne Linsley
/s/ David B. Sarnoff		Director		August 16, 2024
David B. Sarnoff
/s/ Graig Springer		Director		August 16, 2024
Graig Springer
/s/ Jeff Pavell		Director		August 16, 2024
Jeff Pavell

 

 

EXHIBIT INDEX

 

Exhibit Number		Description
4.1		Specimen Stock Certificate evidencing shares of common stock (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 14, 2018)
5.1*		Opinion of Sheppard, Mullin, Richter & Hampton LLP
10.1		Hoth Therapeutics, Inc. Amended and Restated 2022 Omnibus Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8 filed with the SEC on August 21, 2023)
10.2*		Amendment No. 1 to Hoth Therapeutics, Inc. Amended and Restated 2022 Omnibus Equity Incentive Plan
10.3		Form of Incentive Stock Option Award pursuant to the Hoth Therapeutics, Inc. Amended and Restated 2022 Omnibus Equity Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-8 filed with the SEC on August 21, 2023)
10.4		Form of Nonqualified Stock Option Award pursuant to the Hoth Therapeutics, Inc. Amended and Restated 2022 Omnibus Equity Incentive Plan (Incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-8 filed with the SEC on August 21, 2023)
23.1*		Consent of WithumSmith+Brown, PC
23.2*		Consent of Sheppard, Mullin, Richter & Hampton LLP (included in Exhibit 5.1)
24.1*		Power of Attorney (included on signature page)
107*		Filing Fee Table

 

*

Filed herewith

 

 

II-3

Exhibit 5.1

 

Sheppard, Mullin, Richter & Hampton LLP 30 Rockefeller Plaza New York, New York 10112-0015 212.653.8700 main 212.653.8701 fax www.sheppardmullin.com

 

August 16, 2024

 

VIA ELECTRONIC MAIL

Hoth Therapeutics, Inc.

590 Madison Ave., 21st Floor

New York, NY 10022

 

Re:

Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

You have requested our opinion with respect to certain matters in connection with the filing by Hoth Therapeutics, Inc., a Nevada corporation (the “Company”), of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), with the U.S. Securities and Exchange Commission (the “Commission”), covering 500,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), which may be issued pursuant to the Company’s Amended and Restated 2022 Omnibus Equity Incentive Plan (as amended, the “Plan”).

 

This opinion (this “Opinion”) is being furnished in accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.

 

In connection with this Opinion, we have reviewed and relied upon the Registration Statement, the Company’s Articles of Incorporation, as amended, as in effect on the date hereof (the “Articles of Incorporation”), the Company’s Amended and Restated Bylaws, as amended, as in effect on the date hereof (the “Bylaws” and together with the Articles of Incorporation, the “Charter Documents”), the proceedings taken by the Company with respect to the authorization and adoption of the Plan, resolutions adopted by the board of directors of the Company, and such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this Opinion.

 

With respect to the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to the original of all documents submitted to us as certified or reproduced copies. We have also assumed that the Shares will be uncertificated in accordance with Section 78.235 of the Nevada Revised Statutes, and the transfer agent therefor will register the purchaser thereof as the registered owner of any uncertificated Shares on its stock transfer books and records. We have further assumed that (a) shares of Common Stock currently reserved for issuance under the Plan will remain available for the issuance of the Shares, and (b) neither the Company’s Charter Documents nor any of the proceedings relating to either the Plan or any of the award agreements relating to the Shares will be rescinded, amended or otherwise modified prior to the issuance of the Shares. We have also obtained from public officials and officers of the Company certificates or comparable documents as to certain factual matters and, insofar as this Opinion is based on matters of fact, we have relied on such certificates and comparable documents without independent investigation. We have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth.

 

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when issued and sold in the manner referred to in the Plan and against proper payment and consideration thereof and pursuant to the agreements that accompany the Plan, will be legally and validly issued, fully paid and nonassessable.

 

We consent to the filing of this Opinion as Exhibit 5.1 to the Registration Statement.  In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

 

 

 

Page 2

 

We express no opinion as to matters governed by any laws other than the Nevada Revised Statutes and reported decisions of the Nevada courts interpreting such law.

 

This Opinion is rendered as of the date first written above, and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein.  Our opinion is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Shares, the Plan, the award agreements related to the Shares, or the Registration Statement.

 

Respectfully Submitted,
/s/ Sheppard, Mullin, Richter & Hampton LLP
SHEPPARD, MULLIN, RICHTER & HAMPTON LLP

 

 

 

 

Exhibit 10.2

 

Appendix A

 

AMENDMENT NO. 1

TO

HOTH THERAPEUTICS, INC.

AMENDED AND RESTATED

2022 OMNIBUS EQUITY INCENTIVE PLAN

 

Hoth Therapeutics, Inc., a Nevada corporation (the “Company”) hereby amends its Amended and Restated 2022 Omnibus Equity Incentive Plan (the “Plan”) as set forth below, which amendments shall be effective as the date set forth below, but if and only if the Company’s shareholders approve such amendment in accordance with applicable law:

 

Section 4(a) of the Plan shall be amended and restated in its entirety to read:

 

(a) Subject to Section 5 hereof, the number of shares of Common Stock that are reserved and available for issuance pursuant to Awards granted under the Plan shall be 1,091,317 shares of Common Stock; provided, that, shares of Common Stock issued under the Plan with respect to an Exempt Award shall not count against such share limit.

 

Section 4(c) of the Plan shall be amended and restated in its entirety to read:

 

(c) No more than 1,091,317 Shares shall be issued pursuant to the exercise of ISOs.

 

All capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Plan.

 

*****

 

The Company has caused this Amendment No. 1 to be executed affective as of August 7, 2024.

 

	HOTH THERAPEUTICS, INC.
	By:	/s/ Robb Knie
		Robb Knie
		Chief Executive Officer

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 28, 2024, relating to the consolidated financial statements of Hoth Therapeutics, Inc. as of and for the years ended December 31, 2023 and 2022.

 

/s/ WithumSmith+Brown, PC

WithumSmith+Brown, PC

New York, New York

August 16, 2024

 

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-8

(Form Type)

 

Hoth Therapeutics, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

Security Type		Security Class Title		Fee Calculation Rule(1)		Amount Registered(2)				Proposed Maximum Offering Price Per Unit				Maximum Aggregate Offering Price				Fee Rate				Amount of Registration Fee
Equity		Common Stock, $0.0001 par value		Other			500,000	(3)		$	0.5998	(1)		$	299,900			$	0.00014760			$	44.27
Total Offering Amount														$	299,900							$	44.27
Total Fees Previously Paid																							—
Total Fee Offsets																							—
Net Fee Due																						$	44.27

 

(1)

Estimated solely for purposes of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended (the “Securities Act”), by averaging the high and low sales prices of Hoth Therapeutics, Inc.’s (the “Registrant’s”) common stock, par value $0.0001 per share (“Common Stock”), as reported on The Nasdaq Capital Market on August 15, 2024, which date is within five business days prior to the filing of this Registration Statement.

(2)

Pursuant to Rule 416(a) under the Securities Act, this Registration Statement shall also cover an indeterminate number of additional shares of Common Stock of the Registrant which become issuable under the Registrant’s Amended and Restated 2022 Omnibus Equity Incentive Plan (as amended, the “2022 Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction that increases the number of outstanding shares of Common Stock. In addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement shall also cover an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein.

(3)

Represents 500,000 additional shares of Common Stock available for issuance under the 2022 Plan. On August 7, 2024, at the Registrant’s 2024 annual meeting of shareholders, the shareholders of the Registrant approved an increase in the number of shares reserved under the 2022 Plan by 500,000 shares.

 

 

 

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