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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April
1, 2026
Hoth Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
| Nevada |
|
001-38803 |
|
82-1553794 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I. R. S. Employer
Identification No.) |
720 Monroe Street, Suite E514
Hoboken, NJ 07030
(Address of principal executive offices, including ZIP code)
(866) 239-7459
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common stock, $0.0001 par value |
|
HOTH |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
On April 1, 2026, Hoth Therapeutics,
Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional
investors, pursuant to which the Company agreed to sell to such investors 2,857,144 shares (the “Shares”) of common stock
of the Company (the “Common Stock”), at a purchase price of $0.70 per share of Common Stock (the “Offering”).
The shares of Common Stock were offered by the Company pursuant to its shelf registration statement on Form S-3 (File No. 333-291566),
which was declared effective by the Securities and Exchange Commission on December 4, 2025.
For each share of Common Stock purchased by the investors, the Company,
in a private placement pursuant to the Purchase Agreement, concurrently issued to such investors an unregistered warrant (each an “Warrant”
and, collectively, the “Warrants”) to purchase one share of Common Stock. The Warrants have an exercise price of $0.85 per
share, and are exercisable six months from the date of issuance (the “Initial Exercise Date”) for a period of five-years from
the Initial Exercise Date. Such Warrants may be exercised on a cashless basis if at the time of exercise there is no effective registration
statement registering, or the prospectus contained therein is not available for the resale of, the shares issuable upon exercise of Warrants.
The exercise price is subject to customary adjustments in the event of stock splits, stock dividends and similar recapitalization transactions.
The Warrant contains a beneficial ownership limitation which provides
that the Company shall not effect any exercise, and a holder shall not have the right to exercise, any portion of an Warrant to the extent
that, after giving effect to the exercise, such holder (together with such holder’s affiliates) would beneficially own in excess
of 4.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares issuable upon the
exercise. This limitation may be waived (up to a maximum of 9.99%) by a holder in its sole discretion upon not less than sixty-one (61)
days’ prior notice to the Company.
The closing of the sales of
these securities under the Purchase Agreement took place on April 2, 2026.
The gross proceeds from the
offering were approximately $2 million, prior to deducting placement agent’s fees and other offering expenses payable by the Company.
The Company intends to use the net proceeds from the offering for working capital and other general corporate purposes.
The Warrants and the shares
issuable upon exercise of the Warrants were sold without registration under the Securities Act of 1933 (the “Securities Act”)
in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule
506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state
laws.
The representations, warranties
and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement. In addition,
such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Purchase Agreement
and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material
by stockholders of, or other investors in, the Company. Accordingly, the Purchase Agreement is included with this filing only to provide
investors with information regarding the terms of the transaction, and not to provide investors with any other factual information regarding
the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the
Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.
On January 28, 2026, the Company
entered into an engagement agreement with H.C. Wainwright & Co., LLC, as exclusive placement agent (the “Placement Agent”),
pursuant to which the Placement Agent agreed to act as placement agent on a reasonable “best efforts” basis in connection
with the Offering. The Company agreed to pay the Placement Agent an aggregate cash fee equal to 7.0% of the gross proceeds from the sale
of securities in the Offering and a management fee equal to 1.0% of the gross proceeds raised in the Offering. The Company also agreed
to issue the Placement Agent (or its designees) warrants (each a “Placement Agent Warrant”
and, collectively, the “Placement Agent Warrants”) to purchase up to 5.0% of the aggregate number of shares of Common
Stock sold in the Offering, or warrants to purchase up to 142,857 shares of Common Stock, at an exercise price equal to 125.0% of the
Offering price per share of Common Stock, or $0.875 per share. The Placement Agent Warrant is exercisable immediately upon issuance for
a period of five years following the commencement of the sales pursuant to the Offering, In addition, the Company agreed to pay the Placement
Agent $20,000 for non-accountable expenses and $35,000 for fees and expenses of legal counsel and other out-of-pocket expenses and $15,950
for clearing fees.
The foregoing descriptions
of the Warrant, Placement Agent Warrant and Purchase Agreement are not complete and are qualified in their entirety by reference to the
full text of the form of Warrant, form of Placement Agent Warrant, and form of Purchase Agreement, copies of which are filed as Exhibits
4.1, 4.2, and 10.1, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
The legal opinion and consent
of Sheppard, Mullin, Richter & Hampton LLP relating to the validity of the securities issued in the Offering is filed herewith as
Exhibit 5.1.
Item 3.02 Unregistered Sales of Equity Securities.
Reference is made to the disclosure
under Item 1.01 above which is hereby incorporated in this Item 3.02 by reference.
The Warrants and the Placement
Agent Warrants and the shares issuable upon exercise of the Warrants and Placement Agent Warrants have not been registered under the Securities
Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and are being offered and sold in reliance
on the exemption from registration under the Securities Act, afforded by Section 4(a)(2) and/or Rule 506 promulgated thereunder.
Item 8.01 Other Events.
Press Releases
On April 1, 2026, the Company
issued a press release announcing the pricing of the Offering. A copy of the press release is furnished as Exhibit 99.1 to this Form
8-K.
On April 2, 2026, the Company
issued a press release announcing the closing of the Offering. A copy of the press release is furnished as Exhibit 99.2 to this Form 8-K.
ATM Agreement
On April 1, 2026, the Company
suspended the use of its prospectus supplement and related prospectus filed with the SEC and dated June 16, 2023, filed as a part of our
registration statement on Form S-3 (File No. 333-272620), as supplemented by our prospectus supplement dated November 8, 2024, and as
further amended by Amendment No. 1 dated February 7, 2025 and Amendment No. 2 dated November 13, 2025 relating to the At the Market Offering
Agreement, dated November 8, 2024, or the sales agreement, by and between the Company and the Placement Agent. The Company will not make
any sales of Common Stock pursuant to the sales agreement unless and until a new prospectus supplement is filed with the SEC. Other than
the termination of the prospectus supplement and prospectus relating to the sales agreement, the sales agreement remains in full force
and effect.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 4.1 |
|
Form of Warrant |
| 4.2 |
|
Form of Placement Agent Warrant |
| 5.1 |
|
Opinion of Sheppard, Mullin, Richter & Hampton LLP |
| 10.1 |
|
Form of Securities Purchase Agreement |
| 99.1 |
|
Press release of Hoth Therapeutics, Inc. dated April 1, 2026 |
| 99.2 |
|
Press release of Hoth Therapeutics, Inc. dated April 2, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Date: April 2, 2026 |
Hoth Therapeutics, Inc. |
| |
|
| |
/s/ Robb Knie |
| |
Robb Knie |
| |
Chief Executive Officer |
Exhibit 99.1
Hoth Therapeutics Announces $2.0 Million Registered
Direct Offering
NEW YORK, April 1, 2026 – Hoth Therapeutics,
Inc. (Nasdaq: HOTH), a clinical-stage biopharmaceutical company focused on developing innovative therapies for unmet medical needs, today
announced that it has entered into a definitive agreement for the purchase and sale of an aggregate of 2,857,144 shares of its common
stock (or common stock equivalents in lieu thereof) at an offering price of $0.70 per share of common stock (or per common stock equivalent
in lieu thereof), in a registered direct offering. Additionally, in a concurrent private placement, the Company issued and sold unregistered
warrants to purchase up to an aggregate of 2,857,144 shares of common stock at an exercise price of $0.85 per share. The unregistered
warrants will become exercisable six months following the date of issuance and will expire five and one-half years following the date
of issuance. The closing of the offering is expected to occur on or about April 2, 2026, subject to the satisfaction of customary closing
conditions.
H.C. Wainwright &
Co. is acting as the exclusive placement agent for the offering.
The aggregate gross proceeds
to the Company from the offering are expected to be approximately $2.0 million, before deducting the placement agent’s fees and
other offering expenses payable by the Company. The potential additional gross proceeds to the Company from the unregistered warrants,
if fully exercised on a cash basis, will be approximately $2.4 million. No assurance can be given that any of such unregistered warrants
will be exercised. The Company intends to use the net proceeds from this offering for general corporate purposes, including working capital.
The shares of common
stock (or common stock equivalents in lieu thereof) described above (but not the unregistered warrants issued in the concurrent private
placement and the shares issuable thereunder) are being offered and sold by the Company in a registered direct offering pursuant to a
“shelf” registration statement on Form S-3 (File No. 333-291566) that was originally filed with the Securities and Exchange
Commission (the “SEC”) on November 17, 2015, and became effective on December 4, 2025. The offering of the shares of common
stock (or common stock equivalents in lieu thereof) in the registered direct offering is being made only by means of a base prospectus
and prospectus supplement that forms a part of the effective registration statement. A final prospectus supplement and the accompanying
base prospectus relating to the registered direct offering will be filed with the SEC and will be available on the SEC’s website
at www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying base prospectus, when available, may also be
obtained from H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com.
The unregistered warrants
issued in the concurrent private placement and the shares issuable upon exercise of such warrants were offered in a private placement
under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and/or Regulation D promulgated thereunder, have
not been registered under the Act or applicable state securities laws and may not be offered or sold in the United States absent registration
or an applicable exemption from registration requirements.
This press release shall
not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale
of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration
or qualification under the securities laws of any such state or other jurisdiction.
About Hoth Therapeutics, Inc.
Hoth Therapeutics 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
These statements relate
to the consummation of the offering, the satisfaction of customary closing conditions related to the offering and the use of proceeds
therefrom
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 relate to the consummation of the offering; the satisfaction of
customary closing conditions related to the offering; the use of proceeds from the offering and the potential exercise of the unregistered
warrants prior to their expiration; 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 we may develop, and the labeling under any approval
we may obtain; the timing and costs of clinical trials, and the timing and costs of other expenses; market acceptance of our products;
the ultimate impact of the current coronavirus pandemic, or any other health epidemic, on our business, our clinical trials, our research
programs, healthcare systems, or the global economy as a whole; our intellectual property; our reliance on third-party organizations;
our competitive position; our industry environment; our anticipated financial and operating results, including anticipated sources of
revenues; our assumptions regarding the size of the available market, benefits of our products, product pricing, and timing of product
launches; management’s expectation with respect to future acquisitions; statements regarding our goals, intentions, plans, and expectations,
including the introduction of new products and markets; and our cash needs and financing plans. 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 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 the Company believes that the
expectations reflected in the forward-looking statements are reasonable, the Company 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 and other conditions and the factors described
in the section titled “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 made. Consequently, forward-looking statements
should be regarded solely as Hoth’s current plans, estimates, and beliefs. Investors should not place undue reliance on forward-looking
statements. Hoth cannot guarantee future results, events, levels of activity, performance, or achievements. Hoth does not undertake and
specifically declines any obligation to update, republish, 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
Exhibit 99.2
Hoth Therapeutics Announces Closing of $2.0
Million Registered Direct Offering
NEW YORK, April 2, 2026 – Hoth Therapeutics,
Inc. (Nasdaq: HOTH), a clinical-stage biopharmaceutical company focused on developing innovative therapies for unmet medical needs, today
announced the closing of its previously announced registered direct offering for the purchase and sale of an aggregate of 2,857,144 shares
of its common stock (or common stock equivalents in lieu thereof) at an offering price of $0.70 per share of common stock (or per common
stock equivalent in lieu thereof). Additionally, in a concurrent private placement, the Company issued and sold unregistered warrants
to purchase up to an aggregate of 2,857,144 shares of common stock at an exercise price of $0.85 per share. The unregistered warrants
will become exercisable six months following the date of issuance and will expire five and one-half years following the date of issuance.
H.C. Wainwright &
Co. acted as the exclusive placement agent for the offering.
The gross proceeds to
the Company from the offering were approximately $2.0 million, before deducting the placement agent’s fees and other offering expenses
payable by the Company. The Company intends to use the net proceeds from this offering for general corporate purposes, including working
capital.
The shares of common
stock (or common stock equivalents in lieu thereof) described above (but not the unregistered warrants issued in the concurrent private
placement and the shares issuable thereunder) were offered and sold by the Company in a registered direct offering pursuant to a “shelf”
registration statement on Form S-3 (File No. 333-291566) that was originally filed with the Securities and Exchange Commission (the “SEC”)
on November 17, 2015, and became effective on December 4, 2025. The offering of the shares of common stock (or common stock equivalents
in lieu thereof) in the registered direct offering was made only by means of a base prospectus and prospectus supplement that forms a
part of the effective registration statement. A final prospectus supplement and the accompanying base prospectus relating to the registered
direct offering have been filed with the SEC and are available on the SEC’s website at www.sec.gov. Electronic copies of the final
prospectus supplement and the accompanying base prospectus may also be obtained from H.C. Wainwright & Co., LLC at 430 Park Avenue,
3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com.
The unregistered warrants
issued in the concurrent private placement and the shares issuable upon exercise of such warrants were offered in a private placement
under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and/or Regulation D promulgated thereunder, have
not been registered under the Act or applicable state securities laws and may not be offered or sold in the United States absent registration
or an applicable exemption from registration requirements.
This press release shall
not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale
of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration
or qualification under the securities laws of any such state or other jurisdiction.
About Hoth Therapeutics, Inc.
Hoth Therapeutics 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 relate to the use of proceeds from the offering and the potential
exercise of the unregistered warrants prior to their expiration; 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 we may develop, and
the labeling under any approval we may obtain; the timing and costs of clinical trials, and the timing and costs of other expenses; market
acceptance of our products; the ultimate impact of the current coronavirus pandemic, or any other health epidemic, on our business, our
clinical trials, our research programs, healthcare systems, or the global economy as a whole; our intellectual property; our reliance
on third-party organizations; our competitive position; our industry environment; our anticipated financial and operating results, including
anticipated sources of revenues; our assumptions regarding the size of the available market, benefits of our products, product pricing,
and timing of product launches; management’s expectation with respect to future acquisitions; statements regarding our goals, intentions,
plans, and expectations, including the introduction of new products and markets; and our cash needs and financing plans. 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 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 the
Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company 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 and other conditions
and the factors described in the section titled “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 made. Consequently,
forward-looking statements should be regarded solely as Hoth’s current plans, estimates, and beliefs. Investors should not place undue
reliance on forward-looking statements. Hoth cannot guarantee future results, events, levels of activity, performance, or achievements.
Hoth does not undertake and specifically declines any obligation to update, republish, 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
