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 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. |
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By: |
/s/ Robb Knie |
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Robb Knie |
|
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Chief Executive Officer |
|
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(Principal Executive Officer) |
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By: |
/s/ David Briones |
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David Briones |
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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 |
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Title |
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Date |
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/s/ Robb Knie |
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Chief Executive Officer, President and Director |
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August 16, 2024 |
Robb Knie |
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(Principal Executive Officer) |
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/s/ David Briones |
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Chief Financial Officer |
|
August 16, 2024 |
David Briones |
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(Principal Financial and Accounting Officer) |
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/s/ Wayne Linsley |
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Director |
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August 16, 2024 |
Wayne Linsley |
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/s/ David B. Sarnoff |
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Director |
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August 16, 2024 |
David B. Sarnoff |
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/s/ Graig Springer |
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Director |
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August 16, 2024 |
Graig Springer |
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/s/ Jeff Pavell |
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Director |
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August 16, 2024 |
Jeff Pavell |
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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 |
II-3
Exhibit 5.1
![](https://www.sec.gov/Archives/edgar/data/1711786/000121390024070249/ex5-1_001.jpg) |
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.
![](https://www.sec.gov/Archives/edgar/data/1711786/000121390024070249/ex5-1_001.jpg)
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. |
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|
By: |
/s/ Robb Knie |
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|
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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