Hoth Therapeutics and Algorithm Sciences Execute Letter of Intent to Merge

Rhea-AI Summary

Hoth Therapeutics, Inc. (NASDAQ: HOTH) has signed a Letter of Intent to merge with Algorithm Sciences, Inc., which specializes in treatments for Pulmonary Arterial Hypertension (PAH). The merger aims to amplify Hoth's market potential, with an anticipated combined valuation yielding billions in market opportunities for shareholders. Post-merger, Algorithm shareholders will hold approximately 86% of the new entity. The leadership team will include former AstraZeneca executive Anthony Zook as Chairman and Mike Tilton as CEO. The PAH treatment market is projected to grow from $7.2 billion in 2021 to $12 billion by 2031, a CAGR of 5.2%. The transaction completion is subject to regulatory reviews and stockholder approval.

Positive

• Pro forma ownership post-merger: Hoth shareholders 14%, Algorithm shareholders 86%.
• Expansion into the $12 billion PAH treatment market by 2031.
• Experienced executive team focused on commercialization and monetization.

Negative

• Completion subject to several conditions, including regulatory approvals and stockholder votes.

Anthony Zook, formerly of Astra Zeneca, to be named Chairman of The Board

Mike Tilton to be named Chief Executive Officer of the Combined Company

Algorithm pipeline focused on Pulmonary Arterial Hypertension (PAH) a rare disease with a
prevalence of ~100,000 patients in the US

NEW YORK, April 26, 2023 /PRNewswire/ -- Hoth Therapeutics, Inc. (NASDAQ: HOTH), a patient focused biopharmaceutical company, today announced it has signed a Letter of Intent to merge with Algorithm Sciences, Inc. ("Algorithm") a company focused on Pulmonary Arterial Hypertension (PAH).  The combined company will be named Algorithm Sciences, Inc. and be led by experienced biopharma executives, including Mike Tilton as CEO, David Cavalier as CFO and Anthony Zook, Algorithm's current chairman of the board, who will be nominated as chairman of the combined company's board of directors. Algorithm will become the majority holders of Hoth's outstanding stock by way of a merger.

"Today's announcement is an exciting chapter for Hoth and its shareholders," stated Robb Knie, CEO of Hoth. "The combination of assets in the combined company translates to additional billions of dollars in market opportunity for current shareholders.  Algorithm's executive team along with its science professionals brings a seasoned executive focus on commercialization and monetization of the now robust advanced pipeline."

Mike Tilton, CEO of Algorithm commented, "Today's announced business combination achieves a new milestone for us and spotlights the tremendous opportunity of our lead therapeutic for those suffering from PAH. We are thrilled with the progress of our development program and look forward to achieving our near-term goal of filing an Investigational New Drug (IND) Application with the FDA."

The global pulmonary arterial hypertension treatment market size was valued at $7.2 billion in 2021, and is projected to reach $12 billion by 2031, growing at a CAGR of 5.2% from 2021 to 2031. (https://www.alliedmarketresearch.com/pah-treatment-market)  Algorithm is uniquely positioned to take advantage of this opportunity. 

On a pro forma basis and based upon the number of shares of Hoth common stock to be issued in the merger, current Hoth shareholders are currently anticipated to own approximately 14% of the combined company and current Algorithm shareholders are currently anticipated to own approximately 86% of the combined company. The Boards of Directors of both Hoth and Algorithm have unanimously approved the letter of intent. The completion of the transaction remains subject to a number of conditions, including, but not limited to, among others, the completion of due diligence to Hoth's satisfaction, the negotiation and execution of definitive documentation and satisfaction of the conditions contained therein, completion of any required stock exchange and regulatory reviews, and approval of the transaction by Hoth's stockholders and Algorithm's stockholders. Accordingly, no assurances can be made by either party that the parties will successfully negotiate and enter into a definitive agreement, or that the proposed transaction will be consummated on the terms or timeframe currently contemplated, or at all. Terms and conditions of the merger will be forthcoming as the two companies reach a definitive merger agreement.  

No Offer or Solicitation
This press release shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of any business combination or stockholder meeting. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Additional Information about the Proposed Transactions and Where to Find It
In connection with the proposed transaction, and following execution of a definitive transaction agreement, Hoth will file a proxy statement with the Securities and Exchange Commission (SEC). The materials to be filed by Hoth with the SEC may be obtained free of charge at the SEC's web site at www.sec.gov.  INVESTORS AND SECURITY HOLDERS OF HOTH ARE URGED TO READ THE PROXY STATEMENT AND THE OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTIONS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

About Hoth Therapeutics, Inc.
Hoth Therapeutics, Inc. is a clinical-stage biopharmaceutical company dedicated to developing innovative, impactful, and ground-breaking treatments with a goal to improve patient quality of life. We are a catalyst in early-stage pharmaceutical research and development, elevating drugs from the bench to pre-clinical and clinical testing. Utilizing a patient-centric approach, we collaborate and partner with a team of scientists, clinicians, and key opinion leaders to seek out and investigate therapeutics that hold immense potential to create breakthroughs and diversify treatment options.  To learn more, please visit https://ir.hoththerapeutics.com/.

Forward-Looking Statement
This press release includes forward-looking statements based upon Hoth's current expectations which may constitute forward-looking statements for the purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995 and other federal securities laws, and are subject to substantial risks, uncertainties and assumptions. These statements concern Hoth's business strategies; the timing of regulatory submissions; the ability to obtain and maintain regulatory approval of existing product candidates and any other product candidates Hoth may develop, and the labeling under any approval Hoth may obtain; the timing and costs of clinical trials, the timing and costs of other expenses; market acceptance of Hoth's products; the ultimate impact of the current Coronavirus pandemic, or any other health epidemic, on Hoth's business, its clinical trials, its research programs, healthcare systems or the global economy as a whole; Hoth's intellectual property; Hoth's reliance on third party organizations; Hoth's competitive position; Hoth's industry environment; Hoth's anticipated financial and operating results, including anticipated sources of revenues; Hoth's assumptions regarding the size of the available market, benefits of Hoth's products, product pricing, timing of product launches; management's expectation with respect to future acquisitions; statements regarding Hoth's goals, intentions, plans and expectations, including the introduction of new products and markets; and Hoth's cash needs and financing plans. More particularly and without limitation, this news release contains forward-looking statements and information concerning the proposed transaction. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the transaction will be consummated or that the parties other plans, intentions or expectations upon which they are based will occur. There are a number of factors that could cause actual events to differ materially from those indicated by such forward-looking statements. You should not place undue reliance on these forward-looking statements, which include words such as "could," "believe," "anticipate," "intend," "estimate," "expect," "may," "continue," "predict," "potential," "project" or similar terms, variations of such terms or the negative of those terms. Although Hoth believes that the expectations reflected in the forward-looking statements are reasonable, Hoth cannot guarantee such outcomes. Hoth may not realize its expectations, and its beliefs may not prove correct. Actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors, including, without limitation, market conditions and the factors described in the section entitled "Risk Factors" in Hoth's most recent Annual Report on Form 10-K and Hoth's other filings made with the U.S. Securities and Exchange Commission. All such statements speak only as of the date of this press release. Consequently, forward-looking statements should be regarded solely as Hoth's current plans, estimates, and beliefs. Hoth cannot guarantee future results, events, levels of activity, performance or achievements. Hoth does not undertake and specifically declines any obligation to update or revise any forward-looking statements to reflect new information, future events or circumstances or to reflect the occurrences of unanticipated events, except as may be required by applicable law.

Investor Contact:
LR Advisors LLC
Email: investorrelations@hoththerapeutics.com
www.hoththerapeutics.com
Phone: (678) 570-6791

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SOURCE Hoth Therapeutics, Inc.

FAQ

What is the intent of the merger between Hoth Therapeutics and Algorithm Sciences?

The merger aims to combine resources and expertise to capitalize on the growing market for Pulmonary Arterial Hypertension (PAH) treatments.

What percentage of the combined company will Hoth shareholders own post-merger?

Hoth shareholders are anticipated to own approximately 14% of the combined company after the merger.

Who will lead the newly formed company after the merger?

The newly combined company will be led by Mike Tilton as CEO and Anthony Zook as Chairman.

What is the market opportunity for PAH treatments mentioned in the press release?

The PAH treatment market is projected to grow to $12 billion by 2031, from $7.2 billion in 2021.

What are the conditions for the completion of the merger?

The merger is subject to due diligence, regulatory reviews, and approval from both Hoth's and Algorithm's stockholders.