Filed
pursuant to Rule 424(B)(5)
Registration
No. 333-272620
PROSPECTUS
SUPPLEMENT
(To
Prospectus Dated June 16, 2023)
549,275
Shares of Common Stock
Pre-Funded Warrants to Purchase 550,725 Shares of Common Stock
(and
the shares of Common Stock underlying the Pre-Funded Warrants)
We are offering 549,275 shares of our common stock,
$0.0001 par value per share, pursuant to this prospectus supplement and the accompanying prospectus to several institutional investors.
The purchase price of each share of common stock to the purchasers identified in the securities purchase agreement dated September 13,
2023, by and among us and the purchasers listed on the signature pages thereto (the “SPA”) is $2.63 per share. We are
also offering to purchasers whose purchase of shares of common stock in this offering would otherwise result in the purchaser, together
with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of a holder prior to the date
of issuance, 9.99%) of our outstanding common stock immediately following the consummation of this offering, pre-funded warrants to purchase
up to 550,725 shares of common stock (the “Pre-Funded Warrants”), in lieu of shares of common stock pursuant to this prospectus
supplement and accompanying prospectus. Each Pre-Funded Warrant will be exercisable for one share of our common stock.
The purchase
price of each Pre-Funded Warrant is $0.001, which is equal to the price per share at which the shares of common stock are being
sold, minus $0.001, the exercise price of each Pre-Funded. The Pre-Funded Warrants will be immediately exercisable at a nominal
exercise price of $0.001 per Pre-Funded Warrant Share (as defined herein) and may be exercised at any time until all of the
Pre-Funded Warrants are exercised in full. This prospectus supplement also relates to the shares of common stock issuable upon
exercise of any Pre-Funded Warrants sold in this offering (the “Pre-Funded Warrant Shares”).
In a concurrent private
placement (the “Private Placement”), we are also selling to the purchasers common stock warrants (the “Unregistered
Warrants”) to purchase up to 1,100,000 shares (the “Unregistered Warrant Shares”) of our common stock. The Unregistered
Warrants and Unregistered Warrant Shares (collectively, the “Unregistered Securities”) are not being registered under the Securities
Act of 1933, as amended (the “Securities Act”), and are not offered pursuant to this prospectus supplement and the accompanying
prospectus. The Unregistered Securities are being offered pursuant to an exemption from the registration requirements of the Securities
Act provided in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. The Unregistered Warrants are
exercisable for five years from the date of issuance and have an exercise price of $2.505 per Unregistered Warrant Share.
Our common stock is traded on The Nasdaq Capital Market
under the symbol “HOTH.” On September 12, 2023, the last sale price of our common stock as reported on The Nasdaq Capital
Market was $2.68 per share. There is no established public trading market for the Pre-Funded Warrants and we do not expect a market
to develop. In addition, we do not intend to apply for a listing of the Pre-Funded Warrants on any national securities exchange or other
nationally recognized trading system.
As of September 12, 2023, the aggregate market value
of our outstanding common stock held by non-affiliates was approximately $8,838,735.46 based on 3,302,113 outstanding shares of common
stock, of which approximately 3,261,526 shares are held by non-affiliates, and a per share price of $2.71 based upon the closing sale
price of our common stock on The Nasdaq Capital Market on September 11, 2023. During the 12
calendar month period that ends on, and includes, the date of this prospectus supplement (excluding this offering), we have not offered
or sold any shares of our common stock. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities registered
on the registration statement, of which this prospectus supplement is a part, in a public primary offering with a value exceeding more
than one-third of our public float in any 12 month period so long as our public float remains below $75.0 million.
We have retained H.C. Wainwright & Co., LLC
to act as our exclusive placement agent (the “Placement Agent”) in connection with this offering. The Placement Agent is not
purchasing or selling any of the securities offered pursuant to this prospectus supplement and the accompanying prospectus and the Placement
Agent is not required to arrange the purchase or sale of any specific number of securities or dollar amount and has agreed to use its
reasonable best efforts to sell the securities offered by this prospectus supplement and the accompanying prospectus. We have agreed
to pay the Placement Agent certain cash fees set forth in the table below, which assumes that we sell all of the securities we are offering
pursuant to this prospectus supplement and the accompanying prospectus. See “Plan of Distribution” beginning on page S-11
of this prospectus supplement for additional information with respect to the compensation we will pay the Placement Agent.
Investing in our securities involves a high degree
of risk. You should read the “Risk Factors” section beginning on page S-6 of this prospectus supplement and page
8 of the accompanying prospectus and in the documents incorporated by reference in this prospectus supplement for a discussion of factors
to consider before deciding to invest in our common stock.
| |
Per
Share | | |
Per
Per-Funded Warrant | | |
Total | |
Offering
price | |
$ | 2.630 | | |
$ | 2.629 | | |
$ | 2,892,449.28 | |
Placement
Agent fees (1) | |
$ | 0.1841 | | |
$ | 0.1841 | | |
$ | 202,510.00 | |
Proceeds,
before expenses, to us (2) | |
$ | 2.4459 | | |
$ | 2.4449 | | |
$ | 2,689,939.28 | |
|
(1) |
Consists
of a cash fee of 7.0% of the aggregate gross proceeds in this offering. In addition, we have agreed to pay a management fee of 1.0% of
the aggregate gross proceeds raised in this offering, pay $85,000 for non-accountable expenses and $15,950 for clearing fees. In addition,
we have agreed to issue the Placement Agent warrants (the “Placement Agent Warrants”) to purchase shares of our common stock
equal to 5% of the aggregate number of the shares and Pre-Funded Warrants sold in this offering. See “Plan of Distribution”
beginning on page S-11 of this prospectus supplement for additional information with respect to the compensation we will pay the Placement
Agent. |
| (2) | The amount of the offering proceeds to us presented in this table does
not take into account the proceeds from the exercise of any of the Pre-Funded Warrants, Unregistered Warrants, or any of the Placement
Agent Warrants. |
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal
offense.
Delivery of the securities offered hereby is expected
to be made on or about September 15, 2023, subject to satisfaction of certain customary closing conditions.
H.C. Wainwright
& Co.
The date of this
prospectus supplement is September 13, 2023
TABLE OF
CONTENTS
PROSPECTUS SUPPLEMENT
PROSPECTUS
ABOUT THIS
PROSPECTUS SUPPLEMENT
This
prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the U.S. Securities and
Exchange Commission utilizing a “shelf” registration process. This document is in two parts. The first part is this prospectus
supplement, which describes the specific terms of this offering and also adds to and updates information contained in the accompanying
prospectus and the documents incorporated by reference herein. The second part, the accompanying prospectus, provides more general information.
Generally, when we refer to this prospectus, we are referring to both parts of this document combined. To the extent there is a conflict
between the information contained in this prospectus supplement and the information contained in the accompanying prospectus or any document
incorporated by reference therein filed prior to the date of this prospectus supplement, you should rely on the information in this prospectus
supplement; provided that if any statement in one of these documents is inconsistent with a statement in another document having a later
date—for example, a document incorporated by reference in the accompanying prospectus—the statement in the document having
the later date modifies or supersedes the earlier statement.
We
further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document
that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases,
for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or
covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such
representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.
You
should rely only on the information contained in this prospectus supplement or the accompanying prospectus, or incorporated by reference
herein. We have not authorized, and the Placement Agent not authorized, anyone to provide you with information that is different. The
information contained in this prospectus supplement or the accompanying prospectus, or incorporated by reference herein or therein is
accurate only as of the respective dates thereof, regardless of the time of delivery of this prospectus supplement and the accompanying
prospectus or of any sale of our securities. It is important for you to read and consider all information contained in this prospectus
supplement and the accompanying prospectus, including the documents incorporated by reference herein and therein, in making your investment
decision. You should also read and consider the information in the documents to which we have referred you in the sections entitled “Where
You Can Find More Information” and “Incorporation of Documents By Reference” in this prospectus supplement and in the
accompanying prospectus, respectively.
We
are offering to sell, and seeking offers to buy, the securities offered by this prospectus supplement only in jurisdictions where offers
and sales are permitted. The distribution of this prospectus supplement and the accompanying prospectus and the offering of the securities
offered by this prospectus supplement in certain jurisdictions may be restricted by law. Persons outside the United States who come into
possession of this prospectus supplement and the accompanying prospectus must inform themselves about, and observe any restrictions relating
to, the offering of the securities and the distribution of this prospectus supplement and the accompanying prospectus outside the United
States. This prospectus supplement and the accompanying prospectus do not constitute, and may not be used in connection with, an offer
to sell, or a solicitation of an offer to buy, any securities offered by this prospectus supplement and the accompanying prospectus by
any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.
All
references in this prospectus supplement and the accompanying prospectus to “Hoth,” the “Company,” “we,”
“us,” “our,” or similar terms refer to Hoth Therapeutics, Inc. and its subsidiary taken as a whole, except where
the context otherwise requires or as otherwise indicated.
PROSPECTUS
SUPPLEMENT SUMMARY
This
summary highlights selected information about us, this offering and information appearing elsewhere in this prospectus supplement, in
the accompanying prospectus and in the documents incorporated by reference herein and therein. This summary is not complete and does
not contain all the information you should consider before investing in our securities pursuant to this prospectus supplement and the
accompanying prospectus. Before making an investment decision, to fully understand this offering and its consequences to you, you should
carefully read this entire prospectus supplement and the accompanying prospectus, including “Risk Factors,” the financial
statements, and related notes, and the other information incorporated by reference herein and therein.
Overview
We
are a clinical-stage biopharmaceutical company focused on developing new generation therapies for unmet medical needs. We are focused
on developing (i) a topical formulation for treating side effects from drugs used for the treatment of cancer (HT-001); (ii) a treatment
for mast-cell derived cancers and anaphylaxis (HT-KIT); (iii) a treatment for traumatic brain injury and ischemic stroke (HT-TBI); and
(iv) a treatment and/or prevention for Alzheimer’s or other neuroinflammatory diseases (HT-ALZ). We also have assets being developed
for (i) atopic dermatitis (also known as eczema) (BioLexa); (ii) a treatment for asthma and allergies using inhalational administration
(HT-004); and (iii) a treatment for acne as well as inflammatory bowel diseases (HT-003). We are also developing a diagnostic device
via a mobile device. Furthermore, we have interests in certain other assets being developed by third parties including a treatment for
patients with lupus that is being developed by Zylö Therapeutics, Inc.
Primary
Development
HT-001
In
February 2020, we entered into a patent license agreement with The George Washington University (“GW”) pursuant to which
GW granted us a license to certain patent rights to, among other things, make, use, offer and sell certain licensed products throughout
the world with respect to HT-001 which we intend to seek approval for use for treating dermatological side effects from epidermal growth
factor receptor (“EGFR”) inhibitors, and potentially other drugs used for the treatment of cancer. HT-001 is a topical formulation
under development for the treatment of patients with rash and skin disorders associated with initial and repeat courses of tyrosine kinase
EGFR inhibitor therapy. EGFR inhibitors are used for the treatment of cancers with EGFR up-regulation (such as non-small cell lung cancer,
pancreatic cancer, breast cancer and colon cancer); however, EGFR inhibitors are often associated with dose-limiting skin toxicities
that can result in the interruption or reduction of treatment. HT-001 is targeted to treat these EGFR-induced skin disorders to allow
patients to achieve the best potential outcomes of EGFR therapy. HT-001 has achieved positive results in its initial pre-clinical studies
conducted at GW. In November 2022, we submitted an investigational new drug application (“IND”) to the U.S. Food and Drug
Administration (“FDA”) with respect to HT-001 as a concomitant therapy with EGFR inhibitors, for a Phase 2a clinical trial
in humans, and we received FDA approval to proceed with our clinical study in December 2022.
HT-KIT
We
have obtained from North Carolina State University (“NC State”) an exclusive, worldwide, royalty bearing license to certain
intellectual property to, among other things, discover, develop, make, have made, use and sell certain licensed products and sell, use
and practice certain licensed services with respect to cancer and anaphylaxis. This is being developed as HT-KIT. The HT-KIT drug is
designed to more specifically target the receptor tyrosine kinase KIT in mast cells, which is required for the proliferation, survival
and differentiation of bone marrow-derived hematopoietic stem cells. Mutations in the KIT pathway have been associated with several human
cancers, such as gastrointestinal stromal tumors and mast cell-derived cancers (mast cell leukemia and mast cell sarcoma). Based on the
initial proof-of-concept success, we intend to initially target mast cell neoplasms for development of HT-KIT, which is a rare, aggressive
cancer with poor prognosis.
The
same target, KIT, also plays a key role in mast cell-mediated anaphylaxis, a serious allergic reaction that is rapid in onset and may
cause death. Anaphylaxis typically occurs after exposure to an external allergen that results in an immediate and severe immune response.
We also intend to pursue the anaphylaxis indication for HT-KIT in parallel to cancer treatment.
In November 2021,
we entered into a sponsored research agreement with NC State to focus on characterizing the HT-KIT dose and dosing frequency for treatment
of aggressive mastocytosis and mast cell neoplasms using humanized tumor mouse models.
In
December 2021, we submitted an Orphan Drug Designation (“ODD”) request to the U.S. Food and Drug Administration (“FDA”)
for HT-KIT for the treatment of mastocytosis, and in March 2022, we received such ODD. Drugs intended to treat orphan diseases (rare
diseases that affect less than 200,000 people in the U.S.) are eligible to apply for ODD, which provides benefits such as 7-year marketing
exclusivity and tax incentives to the sponsor during development and after approval.
On
September 8, 2023, we submitted a request for a pre-IND meeting with the FDA to discuss the
proposed drug development program for HT-KIT.
HT-ALZ
In
February 2021, we filed a provisional patent application with the United States Patent and Trademark Office (“USPTO”) for
the use of the active ingredient of HT-001 to treat and prevent Alzheimer’s disease and other neuroinflammatory diseases, and in
February 2022, we filed a Patent Cooperation Treaty patent application, receiving confirmation of such filing in April 2022.
We
intend to develop HT-ALZ for use in patients following the Section 505(b)(2) regulatory pathway of the FDA rules. Section 505(b)(2) of
the Federal Food, Drug, and Cosmetic Act (“FDCA”) was enacted to enable sponsors to seek New Drug Application (“NDA”)
approval for novel repurposed drugs without the need for such sponsors to undertake time consuming and expensive pre-clinical safety
studies and Phase 1 safety studies. Proceeding under this regulatory pathway, we will be able to rely upon publicly available data with
respect to our active ingredient in our NDA submission to the FDA for marketing approval.
In
June 2021, we entered into a sponsored research agreement with Washington University in St. Louis to investigate the effects of HT-ALZ
on behavioral and pathological markers of Alzheimer’s disease and to determine if HT-ALZ can improve learning and memory in an
animal model of Alzheimer’s disease. Our study will also determine if behavior is improved utilizing HT-ALZ in blocking NK-1Rs.
The study commenced in August 2021 and after positive initial preclinical results, a chronic dosing study in mice was initiated. We expect
the full set of preclinical results from the chronic dosing study in the third quarter of 2023.
HT-TBI
In
October 2022, we filed a provisional patent application with the USPTO for the use of the active ingredient of HT-001 to treat traumatic
brain injury and ischemic stroke. We intend to develop HT-ALZ for use in patients following the Section 505(b)(2) regulatory pathway
of the FDA rules pursuant to which we will be able to rely upon publicly available data with respect to our active ingredient in our NDA submission
to the FDA for marketing approval.
HT-TBI
injection is being developed as a ready-to-inject autoinjector for intramuscular injection to be used in both traumatic brain injuries
and ischemic stroke. The same dose and formulation can be used across both TBI and stroke indications in age two years through adult.
Our focus of development is for point-of-care use in ambulatory and emergency room settings. HT-TBI’s active ingredient targets
substance P/NK-1 pathway, identified as a leading cause of post-brain injury inflammation and edema. Preclinical data has shown an NK-1
Antagonist significantly reduces brain edema and blood brain barrier disruption post-TBI and post-stroke.
The
BioLexa Platform
We
have obtained an exclusive license from the University of Cincinnati to make, use, have made, import, offer for sale, and sell products
based upon or involving the use of (i) topical compositions comprising a zinc chelator and gentamicin and (ii) zinc chelators to inhibit
biofilm formation (the “BioLexa Platform” or “BioLexa”). The license enables us to develop the platform for any
indications in humans. The BioLexa Platform is a proprietary, patented, drug compound platform for the treatment of eczema. It combines
an FDA approved zinc chelator with one or more approved antibiotics in a topical dosage form to address unchecked eczema flare-ups by
preventing the formation of infectious biofilms and the resulting clogging of sweat ducts. We intend to develop the BioLexa Platform
for use in patients following the Section 505(b)(2) regulatory pathway of the FDA rules. Proceeding under this regulatory pathway, we
will be able to rely upon publicly available data with respect to gentamicin and the zinc chelator in our NDA submission to the FDA for
marketing approval.
In December 2020, we received approval from the Belberry
Human Research Ethics Committee in Australia to conduct our Phase 1b clinical trial of BioLexa. Phase 1b of the trial was initiated in
2021 and final dosing of patients concluded in September 2022. On September 6, 2023, we announced that we completed
our analysis of the data from our Phase 1b clinical trial of BioLexa as a therapeutic for atopic dermatitis with
positive results. Treatment with BioLexa over the 14-day treatment period led to a 35% improvement in SCORing Atopic Dermatitis measurement
and a 60% improvement in Eczema Area and Severity Index measurement of atopic skin disease. When asked about their general impression
of care since starting the study, 78% of patients reported that their overall health had improved since starting BioLexa.
At
this time, we do not anticipate conducting any further trials/studies in Australia.
Preclinical
Development
HT-003
In
July 2020, we entered into a Sublicense Agreement (the “Isoprene Sublicense Agreement”) with Isoprene Pharmaceuticals, Inc.
(“Isoprene”) pursuant to the commercial evaluation sublicense and option agreement dated March 8, 2019 by and among us, the
University of Maryland, Baltimore and Isoprene. Pursuant to the Isoprene Sublicense Agreement, Isoprene granted us an exclusive sublicense
to certain intellectual property (i) to make, have made, use, sell, offer to sell and import certain licensed products, (ii) in connection
therewith, to use certain inventions and licensed materials and (iii) to practice certain patent rights for the treatment of dermatological
conditions or diseases, referred to as HT-003.
Retinoids,
which include Vitamin A (retinol) and its analogues (both synthetic and metabolites), play a critical role in cell signaling and biological
processes, including regulation of immune cells and inflammation, signaling pathways that control normal skin maintenance, embryonic
development and cell growth/differentiation/repair. Deficiencies in retinoids and their active metabolites have been implicated in a
wide variety of diseases. In the skin, retinol deficiency leads to hyperkeratosis and keratinizing metaplasia that is observed in skin
disorders like psoriasis and acne. Vitamin A and retinoic acid also play a crucial role in regulating cell proliferation, differentiation,
and apoptosis and therefore, altered metabolism of retinoids has been suspected as playing a potential role in tumorigenesis. Accordingly,
retinoids have been approved in the U.S. for treatment of acne and psoriasis as well as other therapeutic indications such as acute promyelocytic
leukemia and cutaneous T-cell lymphoma; however, the therapeutic use of exogenous retinoids has been limited due to negative effects
associated with high systemic concentrations. A new therapeutic approach to increase intracellular retinoic acid (the active metabolite
of retinol) potentially without causing negative side effects of exogenous retinoic acid is to use inhibitors of retinoic acid metabolism
blocking agents (“RAMBAs”), which prolong the presence of retinoic acid. HT-003 is a novel RAMBA under investigation for
topical treatment in acne and psoriasis applications.
In
December 2019, we entered into a research collaboration agreement with Weill Cornell Medicine for the completion of pre-clinical studies
investigating the mechanism of action of HT-003 that was renewed in January 2021 as a result of positive preclinical results. Dr. Jonathan
Zippin, M.D., Ph.D., FAAD, Associate Professor of Dermatology at Weill Cornell Medicine and our Senior Scientific Advisor, is the principal
investigator for such pre-clinical studies.
The
RAMBAs have the potential to be developed as a platform for multiple inflammatory-based indications. Accordingly, we entered into a Sublicense
Agreement with Isoprene in July 2021 to expand the therapeutic indication of the sublicensed RAMBAs from Isoprene to include inflammatory
bowel diseases, including Crohn’s disease and ulcerative colitis. Preclinical proof-of-concept studies were conducted in 2021 for
the investigation of RAMBAs for treatment of inflammatory bowel diseases, including Crohn’s disease and ulcerative colitis.
HT-004
In
November 2019, we entered into a license agreement with NC State pursuant to which NC State granted us an exclusive license to, among
other things, develop, make, use, offer and sell certain licensed products throughout the world with respect to HT-004 for treating allergic
diseases. HT-004 is a potential disease-modifying agent that uses exon-skipping oligonucleotide-targeted methods to reduce mast cell
responses to immunoglobulin E (IgE)-directed antigens, which is one of the key mechanisms in the pathophysiology of asthma, atopic dermatitis
and other allergic diseases. HT-004 is currently under investigation for the treatment of asthma and allergies using inhalational administration.
In December 2019, we entered a sponsored research
agreement with NC State for proof of principle in targeting allergic inflammation in the airways. Preclinical proof-of-concept data was
generated in October 2020 supporting efficacy of HT-004 after inhalational delivery in a mouse model. Critical proof-of-concept studies
in a humanized mouse model are planned to be initiated in 2022 and was completed in 2023. In March 2023, we agreed to a no-cost extension
to the sponsored research agreement in order to complete further studies.
Direct
Detect Breath Diagnostic Device
In
August 2020, we entered into a Patent License Agreement (“GW Patent License Agreement”) with GW pursuant to which GW granted
us an exclusive, worldwide, royalty bearing license to certain intellectual property that can be used to develop a device designed to
detect the presence of viruses. Specifically, the GW Patent License Agreement permits us to make, have made, use, import, offer for sale
and sell certain licensed products in the field of virus sensing and detection. We have engaged a company to develop a platform prototype
and, once developed, we will select target analytes for further development.
JOBS
Act
On
April 5, 2012, the Jumpstart Our Business Startups (“JOBS”) Act was enacted. Section 107 of the JOBS Act provides
that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B)
of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company”
can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
We
have chosen to take advantage of the extended transition periods available to emerging growth companies under the JOBS Act for complying
with new or revised accounting standards until those standards would otherwise apply to private companies provided under the JOBS Act.
As a result, our consolidated financial statements may not be comparable to those of companies that comply with public company effective
dates for complying with new or revised accounting standards.
Subject
to certain conditions set forth in the JOBS Act, as an “emerging growth company,” we intend to rely on certain of these exemptions,
including, without limitation, (i) providing an auditor’s attestation report on our system of internal controls over
financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, as amended, and (ii) complying with any requirement
that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s
report providing additional information about the audit and the consolidated financial statements, known as the auditor discussion and
analysis. We will remain an “emerging growth company” until the earliest of (i) the last day of the fiscal year in which
we have total annual gross revenues of $1.235 billion or more; (ii) the last day of our fiscal year following the fifth anniversary
of the date of our initial public offering; (iii) the date on which we have issued more than $1 billion in nonconvertible debt
during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the
SEC.
THE
OFFERING
Common
Stock Offered by Us |
|
549,275 shares. |
|
|
|
Pre-Funded
Warrants Offered by Us |
|
We are offering Pre-Funded Warrants to purchase up to 550,725 shares of
our common stock to certain purchasers whose purchase of shares of common stock in this offering would otherwise result in the purchaser,
together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of a holder prior to
the date of issuance, 9.99%) of our outstanding common stock. Each Pre-Funded Warrant is exercisable for one share of our common stock.
The purchase price of each Pre-Funded Warrant is equal to the price at which the share of common stock is being sold in this offering,
minus $0.001, and the exercise price of each Pre-Funded Warrant is $0.001 per share. The Pre-Funded Warrants will be immediately
exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. This prospectus supplement also
relates to the shares of common stock issuable upon exercise of any Pre-Funded Warrants sold in this offering. |
|
|
|
Common
Stock to be Outstanding Immediately After this Offering (1) |
|
3,851,388 shares (excluding shares of common stock issuable upon exercise
of the Pre-Funded Warrants, the Unregistered Warrants and the Placement Agent Warrants). |
|
|
|
Use
of Proceeds |
|
The net proceeds from our sale of securities in this offering will be
approximately $2.4 million, after deducting Placement Agent fees and other estimated offering expenses payable by
us. We intend to use the net proceeds to us from this offering for general corporate and working capital purposes. See “Use
of Proceeds.” |
|
|
|
Concurrent
Private Placement |
|
In a concurrent Private Placement, we
are also selling to the purchasers Unregistered Warrants to purchase up to 1,100,000 Unregistered Warrant Shares. The Unregistered
Securities are not being registered under the Securities Act and are not offered pursuant to this prospectus supplement and the
accompanying prospectus and are being offered pursuant to an exemption from the registration requirements of the Securities
Act provided in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. The Unregistered Warrants
are exercisable for five years from the date of issuance and have an exercise price of $2.505 per Unregistered Warrant Share. See
“Concurrent Private Placement.” |
|
|
|
Risk
Factors |
|
Investing
in our securities involves a high degree of risk. You should read the “Risk Factors” section beginning on page
S-6 of this prospectus supplement and page 8 of the accompanying
prospectus and in the documents incorporated by reference in this prospectus supplement for a discussion of factors to consider
before deciding to invest in our securities. |
|
|
|
Nasdaq
Capital Market symbol |
|
“HOTH”. There is no established public trading market for the
Pre-Funded Warrants and we do not expect a market to develop. In addition, we do not intend to apply for a listing of the Pre-Funded Warrants
on any national securities exchange or other nationally recognized trading system. |
| (1) | The
number of shares of common stock to be outstanding immediately after this offering is based on 3,302,113 shares of our common stock outstanding
as of September 12, 2023, and excludes, as of such date: |
|
● |
3,002,840 shares of common stock issuable upon exercise of warrants with a weighted average exercise price of $11.04; |
|
● |
169,362 shares of common stock issuable upon exercise of options with a weighted average exercise price of $26.78; |
|
● |
573,055 shares of common stock reserved for future issuance under our 2018
Equity Incentive Plan and 2022 Equity Incentive Plan; |
|
● |
1,100,000 shares of common stock issuable upon exercise of Unregistered
Warrants issued in the concurrent Private Placement at an exercise price of $2.505 per share; and |
|
● |
55,000 shares of common stock issuable upon exercise of Placement Agent
Warrants to be issued as compensation to the Placement Agent in connection with this offering at an exercise price of $3.2875 per share. |
Unless otherwise indicated, all information in
this prospectus supplement assumes no exercise of options or warrants described above and no exercise of the Unregistered Warrants issued
to the purchasers in the concurrent Private Placement or the Placement Agent Warrants to be issued as compensation to the Placement Agent
for this offering.
RISK FACTORS
An
investment in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider
carefully the risks described below, together with other information in this prospectus supplement, the accompanying prospectus and the
information and documents incorporated by reference. You should also consider the risks, uncertainties and assumptions discussed under
the heading “Risk Factors” included in our most recent Annual Report on Form 10-K and the subsequent reports that we file
with the SEC which are on file with the SEC and are incorporated herein by reference, and which may be amended, supplemented or superseded
from time to time by other reports we file with the SEC in the future. If any of these risks actually occur, our business, financial
condition, results of operations or cash flow could be adversely effected. This could cause the trading price of our common stock to
decline, resulting in a loss of all or part of your investment. The risks and uncertainties described below are not the only ones facing
us. Additional risks and uncertainties not presently known to us, or that we currently see as immaterial, may also harm our business.
Please also read carefully the section below entitled “Special Note Regarding Forward-Looking Statements.”
Risks
Related to This Offering and Our Common Stock
Our
management team may invest or spend the proceeds raised in this offering in ways with which you may not agree or which may not yield
a significant return.
Our management will
have broad discretion over the use of proceeds from this offering and could spend the proceeds in ways that do not improve our results
of operations or enhance the value of our common stock. The failure by management to apply these funds effectively could result in financial
losses that could have a material adverse effect on our business, cause the price of our common stock to decline, and delay the development
of our product candidates.
You
will experience substantial dilution.
Based on an offering price of $2.63 per share,
and a net tangible book value of $10.27 million, or approximately $3.11 per share of common stock, as of June 30, 2023, if you
purchase securities in this offering, you will experience dilution of approximately $0.10 per share in the net tangible book value
of the common stock you purchase representing the difference between our as adjusted net tangible book value per share after giving
effect to this offering and the offering price per share of common stock (assuming full exercise of the Pre-Funded Warrants). The exercise of outstanding stock options and warrants,
including those sold in this offering, will result in further dilution of your investment.
If
you purchase securities in this offering, you may also experience future dilution as a result of future equity offerings.
We
expect that significant additional capital will be needed in the future to continue our planned operations, including research and development,
increased marketing, hiring new personnel, commercializing our products, and continuing activities as an operating public company. To
the extent we raise additional capital by issuing equity securities, our shareholders may experience substantial dilution. We may sell
common stock, convertible securities or other equity securities in one or more transactions at prices and in a manner we determine from
time to time. If we sell common stock, convertible securities or other equity securities in more than one transaction, investors may
be materially diluted by subsequent sales. Such sales may also result in material dilution to our existing shareholders, and new investors
could gain rights superior to our existing shareholders.
We
do not intend to pay cash dividends on our shares of common stock so any returns will be limited to the value of our shares.
We
have never paid or declared any cash dividends on our common stock, and we do not anticipate paying any cash dividends on our common
stock in the foreseeable future. We currently anticipate that we will retain future earnings for the development, operation and expansion
of our business. Any future determination to pay dividends will be at the discretion of our board of directors and will depend upon a
number of factors, including our results of operations, financial condition, future prospects, contractual restrictions, restrictions
imposed by applicable law and other factors that our board of directors deems relevant. Therefore, any return to shareholders will be
limited to the increase, if any, of our share price.
There
is no public market for the Pre-Funded Warrants being offered by us in this offering.
There
is no established public trading market for the Pre-Funded Warrants offered in this offering, and we do not expect a market to develop.
In addition, we do not intend to apply to list the Pre-Funded Warrants on any national securities exchange or other nationally recognized
trading system, including The Nasdaq Capital Market. Without an active market, the liquidity of the Pre-Funded Warrants will be limited.
We
are currently listed on The Nasdaq Capital Market. If we are unable to maintain listing of our securities on Nasdaq or any stock exchange,
our stock price could be adversely affected and the liquidity of our stock and our ability to obtain financing could be impaired and
it may be more difficult for our shareholders to sell their securities.
Although
our common stock is currently listed on The Nasdaq Capital Market, we may not be able to continue to meet the exchange’s minimum
listing requirements or those of any other national exchange. The Listing Rules of Nasdaq require listing issuers to comply with certain
standards in order to remain listed on its exchange. If, for any reason, we should fail to maintain compliance with these listing standards
and Nasdaq should delist our securities from trading on its exchange and we are unable to obtain listing on another national securities
exchange, a reduction in some or all of the following may occur, each of which could have a material adverse effect on our shareholders:
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the
liquidity of our common stock; |
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market price of our common stock; |
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our
ability to obtain financing for the continuation of our operations; |
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the
number of investors that will consider investing in our common stock; |
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number of market makers in our common stock; |
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SPECIAL NOTE
REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus supplement and the documents incorporated by reference herein contain forward-looking statements that are based on current
management expectations. Statements other than statements of historical fact included in this prospectus supplement, including statements
about us and the future growth and anticipated operating results and cash expenditures, are forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 (“Securities Act”), as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended (“Exchange Act”). When used in this prospectus supplement the words “anticipate,” “objective,”
“may,” “might,” “should,” “could,” “can,” “intend,” “expect,”
“believe,” “estimate,” “predict,” “potential,” “plan” or the negative of
these and similar expressions identify forward-looking statements. These statements reflect our current views with respect to uncertain
future events and are based on imprecise estimates and assumptions and subject to risk and uncertainties. Given these uncertainties,
you should not place undue reliance on these forward-looking statements. While we believe our plans, intentions and expectations reflected
in those forward-looking statements are reasonable, these plans, intentions or expectations may not be achieved. Our actual results,
performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained
in, or incorporated by reference into, this prospectus supplement for a variety of reasons.
We
urge investors to review carefully risks contained in the section of this prospectus entitled “Risk Factors” above as well
as other risks and factors identified from time to time in our SEC filings in evaluating the forward-looking statements contained in
this prospectus supplement. We caution investors not to place significant reliance on forward-looking statements contained in this document;
such statements need to be evaluated in light of all the information contained herein.
All
forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the risk factors
and other cautionary statements set forth, or incorporated by reference, in this prospectus supplement. Except as required by law, we
are under no obligation, and we do not intend, to update any forward-looking statement, whether as result of new information, future
events or otherwise.
DIVIDEND POLICY
We
have never paid or declared any cash dividends on our common stock, and we do not anticipate paying any cash dividends on our common
stock in the foreseeable future. We intend to retain all available funds and any future earnings to fund the development and expansion
of our business. Any future determination to pay dividends will be at the discretion of our board of directors and will depend upon a
number of factors, including our results of operations, financial condition, future prospects, contractual restrictions, restrictions
imposed by applicable law and other factors that our board of directors deems relevant.
USE
OF PROCEEDS
We expect to receive net proceeds from this offering of approximately
$2.4 million, after deducting the Placement Agent fees and estimated offering expenses payable by us.
We
currently intend to use the net proceeds from the sale of the securities offered hereby for general corporate and working capital purposes.
This expected use of net proceeds from this offering and our existing cash represents our intentions based upon our current plans and
business conditions, which could change in the future as our plans and business conditions evolve. The amounts and timing of our actual
expenditures may vary significantly depending on numerous factors. As a result, our management will retain broad discretion over the
allocation of the net proceeds from this offering.
As of the date of this prospectus supplement, we cannot predict with
certainty all the uses for the net proceeds to be received upon the completion of this offering or the amounts we will spend on the uses
set forth above.
DESCRIPTION
OF SECURITIES WE ARE OFFERING
We
are offering shares of common stock and Pre-Funded Warrants to purchase shares of our common stock. The following description of our
shares of common stock and Pre-Funded Warrants to purchase shares of our common stock summarizes the material
terms and provisions thereof, including the material terms of the shares of common stock and Pre-Funded Warrants
to purchase shares of our common stock we are offering under this prospectus supplement and the accompanying prospectus.
Common
Stock
For
a description of the rights associated with the common stock, see “Description of Capital Stock” in the accompanying prospectus.
Our common stock is listed on The Nasdaq Capital Market under the symbol “HOTH.” Our transfer agent is Issuer Direct Corporation.
Pre-Funded
Warrants
The
following summary of certain terms and provisions of the Pre-Funded Warrants that are being offered hereby is not complete
and is subject to, and qualified in its entirety by, the provisions of the Pre-Funded Warrant, the form of which will be filed
as an exhibit to our Current Report on Form 8-K. Prospective investors should carefully review the terms and provisions of the form of Pre-Funded Warrant
for a complete description of the terms and conditions of the Pre-Funded Warrants.
Each Pre-Funded Warrant will be sold in this offering at
a purchase price equal to $0.001 (equal to the purchase price per share of common stock, minus $0.001). The purpose of the Pre-Funded Warrants
is to enable investors that may have restrictions on their ability to beneficially own more than 4.99% (or, at the election of a holder
prior to the date of issuance, 9.99%) of our outstanding common stock following the consummation of this offering the opportunity to make
an investment in the Company without triggering their ownership restrictions, by receiving Pre-Funded Warrants
in lieu of our common stock which would result in such ownership of more than 4.99% (or, at the election of a holder prior to the date
of issuance, 9.99%), and receive the ability to exercise their option to purchase the shares underlying the Pre-Funded Warrants
at such nominal price at a later date.
Exercise
Price and Duration
The Pre-Funded Warrants
will have an exercise price of $0.001 per share. The Pre-Funded Warrants are exercisable immediately upon issuance, and
may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. The exercise price is subject
to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications
or similar events affecting our shares of common stock.
Exercisability
The Pre-Funded Warrants
will be exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice and, at any
time a registration statement registering the issuance of the shares of common stock underlying the Pre-Funded Warrants
under the Securities Act is effective and available for the issuance of such shares, or an exemption from registration under
the Securities Act is available for the issuance of such shares, by payment in full in immediately available funds for the
number of shares of common stock purchased upon such exercise.
Cashless
Exercise
The Pre-Funded Warrants
may also be exercised, in whole or in part, by means of a cashless exercise, in which case the holder would receive upon such exercise
the net number of shares of common stock determined according to the formula set forth in the Pre-Funded Warrant.
Exercise
Limitation
A holder will not have the right to exercise any
portion of the Pre-Funded Warrant if the holder (together with its affiliates) would beneficially
own in excess of 4.99% (or 9.99% upon the request of the holder) of the number of shares of common stock outstanding immediately after
giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants.
However, any holder may increase or decrease such percentage, provided that any increase will not be effective until the 61st day after
such election.
Transferability
The Pre-Funded Warrants
may be offered for sale, sold, transferred or assigned without our consent.
Fractional
Shares
No
fractional shares of common stock will be issued upon the exercise of the Pre-Funded Warrants. As to any fraction
of a share which the holder would otherwise be entitled to purchase upon such exercise, we shall, at our election, either pay a cash
adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the exercise price or round up to the
next whole share.
Trading
Market
There
is no established public trading market for the Pre-Funded Warrants being issued in this offering, and we do not expect a market to develop.
We do not intend to apply for listing of the Pre-Funded Warrants on any securities exchange or other nationally recognized trading system.
Without an active trading market, the liquidity of the Pre-Funded Warrants will be limited.
Fundamental
Transactions
If a Fundamental Transaction (as defined in the
Pre-Funded Warrant) occurs, then, upon any subsequent exercise of the Pre-Funded Warrant, the holder shall have the right to receive,
for each Pre-Funded Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental
Transaction, at the option of the holder (without regard to any beneficial ownership limitation), the number of shares of common stock
of the successor or acquiring corporation or of our Company, if we are is the surviving corporation, and any additional consideration
(“Alternative Consideration”) receivable as a result of such Fundamental Transaction. If holders of common stock are given
any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the holder shall be given the same
choice as to the Alternate Consideration it receives upon any exercise of the Pre-Funded Warrant following such Fundamental Transaction.
Rights
as a Shareholder
Except
as otherwise provided in the Pre-Funded Warrants or by virtue of such holder’s ownership of our shares of common stock, the
holder of a Pre-Funded Warrant does not have the rights or privileges of a holder of our common stock, including any voting rights,
until the holder exercises the Pre-Funded Warrant.
Amendment
and Waiver
The Pre-Funded
Warrant may be modified or amended or the provisions thereof waived with the written consent of our Company and the respective holder.
CONCURRENT
PRIVATE PLACEMENT
In the concurrent Private Placement, we are selling Unregistered Warrants
to purchase up to 1,100,000 shares of our common stock. For each share of our common stock or Pre-Funded Warrant in lieu thereof sold
in this offering, an accompanying Unregistered Warrants will be issued to the purchaser thereof. Each Unregistered Warrants will be exercisable
for one share of our common stock at an exercise price of $2.505 per share, will be immediately exercisable upon issuance and will expire
five years from the date of issuance. The Unregistered Warrants are being offered for an aggregate purchase price of $137,500, which amount
is included in the aggregate gross proceeds for the offering set forth elsewhere in the prospectus supplement.
The Unregistered Warrants and Unregistered Warrant
Shares issuable upon the exercise of the Unregistered Warrants are not being registered under the Securities Act, nor are they being offered
pursuant to this prospectus supplement and accompanying prospectus. The Unregistered Warrants and Unregistered Warrant Shares are being
offered pursuant to the exemption provided in Section 4(a)(2) of the Securities Act and and Regulation D promulgated thereunder.
Accordingly, the investors in the concurrent Private
Placement may exercise the Unregistered Warrants and sell the Unregistered Warrant Shares issuable upon the exercise of such security
only pursuant to an effective registration statement under the Securities Act covering the resale of those shares, an exemption under
Rule 144 under the Securities Act or another applicable exemption under the Securities Act or, if and only if there is no effective registration
statement registering the resale of the Unregistered Warrant Shares, or no current prospectus available for such shares, the investors
may exercise the Unregistered Warrants by means of a “cashless exercise.”
If a Fundamental Transaction (as defined in the Unregistered Warrant
Warrant) occurs, then, upon any subsequent exercise of the Unregistered Warrant, the holder shall have the right to receive, for each
Unregistered Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction,
at the option of the holder (without regard to any beneficial ownership limitation), the number of shares of common stock of the successor
or acquiring corporation or of our Company, if we are is the surviving corporation, and any additional consideration (“Unregistered
Alternative Consideration”) receivable as a result of such Fundamental Transaction. If holders of common stock are given any choice
as to the securities, cash or property to be received in a Fundamental Transaction, then the holder shall be given the same choice as
to the Unregistered Alternate Consideration it receives upon any exercise of the Unregistered Warrant following such Fundamental Transaction.
Additionally, as more fully described in the form of Unregistered Warrant, in the event of certain Fundamental Transactions, the
holders of the Unregistered Warrants will be entitled to receive consideration in an amount equal to the Black Scholes Value (as
defined in the Unregistered Warrant) of the Unregistered Warrant on the date of consummation of the transaction.
A holder of Unregistered Warrants will not have
the right to exercise any portion thereof if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or,
at the election of a holder prior to the date of issuance, 9.99%) of the number of shares of our common stock outstanding immediately
after giving effect to such exercise; provided, however, that upon notice to the Company, the holder may increase or decrease such beneficial
ownership limitation, provided that in no event shall such beneficial ownership limitation exceed 9.99% and any increase in the beneficial
ownership limitation will not be effective until 61 days following notice of such increase from the holder to us.
Except as otherwise provided in the Unregistered
Warrants or by virtue of such holder’s ownership of shares of our common stock, the holders of the Unregistered Warrants do not
have the rights or privileges of holders of our common stock, including any voting rights, until they exercise their Unregistered Warrants,
as applicable.
The Unregistered Warrants are not and will not
be listed for trading on any national securities exchange.
PLAN
OF DISTRIBUTION
Pursuant to an engagement letter agreement, dated as of September 13,
2023, we have engaged H.C. Wainwright & Co., LLC to act as our exclusive placement agent in connection with this offering. Under the
terms of the engagement letter agreement, the Placement Agent has agreed to act as our exclusive placement agent, on a reasonable best
efforts basis, in connection with the issuance and sale of our securities pursuant to this prospectus supplement and the accompanying
prospectus. Therefore, we may not sell the entire amount of securities being offered. The terms
of this offering were subject to market conditions and negotiations between us, the Placement Agent and
prospective investors. The engagement letter agreement does not give rise to any commitment by the Placement Agent to purchase
or sell any of our securities, and the Placement Agent will have no authority to bind us by virtue of the engagement letter agreement.
The Placement Agent may engage sub-agents or selected dealers to assist with the offering.
The Placement Agent proposes to arrange for the
sale of the securities we are offering pursuant to this prospectus supplement and accompanying prospectus to one or more institutional
or accredited investors through securities purchase agreements directly between the purchasers and us. We will only sell to such investors
who have entered into the securities purchase agreement with us.
We expect to deliver the securities being offered
pursuant to this prospectus supplement and accompanying prospectus on or about September 15, 2023, subject to satisfaction of customary
closing conditions.
Pursuant to the terms of the
securities purchase agreement and subject to certain exceptions, we are prohibited from entering into any agreement to issue or announcing
the issuance or proposed issuance of any shares of Common Stock or securities convertible or exercisable into Common Stock for a period
commencing on the date of this prospectus supplement and expiring 15 days from the closing date of this offering. Furthermore, we are
also prohibited from entering into any agreement to issue Common Stock or Common Stock Equivalent (as defined in the securities purchase
agreement) involving a Variable Rate Transaction (as defined in the securities purchase agreement), subject to certain exceptions, for
a period commencing on the date of this prospectus supplement and expiring one
year from the closing date of this offering.
We have agreed to pay the Placement Agent a total cash fee equal to
7.0% of the gross proceeds of this offering. We will also pay the Placement Agent in connection with this offering a management fee equal
to 1.0% of the gross proceeds raised in the offering, $85,000 for non-accountable expenses and $15,950 for clearing fees. We estimate
the total offering expenses of this offering that will be payable by us, including the cash fee equal to 7.0% of the gross proceeds of
this offering payable to the Placement Agent, but excluding the other placement agent fees and expenses, will be approximately $150,000. In
addition, we have agreed to issue to the Placement Agent, or its designees, Placement Agent Warrants to purchase up to 55,000 shares of
Common Stock, which represents 5.0% of the aggregate number of shares and Pre-Funded Warrants purchased in this offering. The Placement
Agent Warrants will have substantially the same terms as the Unregistered Warrants, except that the Placement Agent Warrants will have
an exercise price equal to $3.2875 per share, or 125% of the offering price per share, and will have a term of five years from the commencement
of the sales pursuant to this offering.
We have granted the Placement Agent a right of
first refusal for a period of six months following the closing of this offering to act as our sole book-running manager, sole manager,
sole placement agent or sole agent for any further capital raising transactions undertaken by us.
We also have granted the Placement Agent a tail
cash fee equal to 7.0% of the gross proceeds and Placement Agent Warrants to purchase shares of common stock equal to 5.0% of the aggregate
number of shares of securities sold in any offering, within 12 months following the termination or expiration of the engagement letter
agreement, to investors whom the Placement Agent contacted or introduced to us in connection with this offering.
We have agreed to indemnify the Placement Agent
and specified other persons against certain liabilities relating to or arising out of the Placement Agent’s activities under the
engagement letter agreement and to contribute to payments that the Placement Agent may be required to make in respect of such liabilities.
The Placement Agent may be deemed to be an underwriter
within the meaning of Section 2(a)(11) of the Securities Act, and any commissions received by it and any profit realized on the resale
of the securities sold by it while acting as principal might be deemed to be underwriting discounts or commissions under the Securities
Act. As an underwriter, the Placement Agent would be required to comply with the requirements of the Securities Act and the Exchange Act,
including, without limitation, Rule 415(a)(4) under the Securities Act and Rule 10b-5 and Regulation M under the Exchange Act. These rules
and regulations may limit the timing of purchases and sales of securities by Wainwright acting as principal. Under these rules and regulations,
the Placement Agent:
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may not engage in any stabilization activity in connection with our securities; and |
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may not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than as permitted under the Exchange Act, until it has completed its participation in the distribution. |
From time to time, the Placement Agent may provide
in the future various advisory, investment and commercial banking and other services to us in the ordinary course of business, for which
they have received and may continue to receive customary fees and commissions. However, except as disclosed in this prospectus supplement,
we have no present arrangements with the Placement Agent for any further services.
Our common stock is listed on The Nasdaq Capital Market under the
symbol “HOTH.”
LEGAL MATTERS
The validity of the shares of our common stock
offered hereby will be passed upon for us by Sheppard, Mullin, Richter & Hampton LLP, New York, New York.
EXPERTS
Our
consolidated financial statements as of and for the years ended December 31, 2022 and 2021, incorporated by reference in this prospectus
supplement, have been audited by WithumSmith+Brown, PC, independent registered public accounting firm, as set forth in their report
thereon incorporated by reference herein, and are included in reliance on such report given on the authority of such firm as experts
in accounting and auditing.
WHERE YOU
CAN FIND MORE INFORMATION
We
have filed with the SEC a registration statement on Form S-3 under the Securities Act, of which this prospectus supplement forms
a part. The rules and regulations of the SEC allow us to omit from this prospectus supplement and the accompanying prospectus certain
information included in the registration statement. For further information about us and the securities we are offering under this prospectus
supplement, you should refer to the registration statement and the exhibits and schedules filed with the registration statement. With
respect to the statements contained in this prospectus supplement and the accompanying prospectus regarding the contents of any agreement
or any other document, in each instance, the statement is qualified in all respects by the complete text of the agreement or document,
a copy of which has been filed as an exhibit to the registration statement.
We
file reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information
statements and other information regarding issuers that file electronically with the SEC. The address of the SEC’s website is www.sec.gov.
We
make available free of charge on or through our website at www.hoththerapeutics.com, our Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d)
of the Exchange Act, as soon as reasonably practicable after we electronically file such material with or otherwise furnish it to the
SEC. The information on, or accessible through, our website is not part of, and is not incorporated into, this prospectus supplement
or the accompanying prospectus and should not be considered part of this prospectus supplement or the accompanying prospectus.
INCORPORATION
OF DOCUMENTS BY REFERENCE
The
SEC allows us to incorporate by reference into this prospectus supplement much of the information we file with the SEC, which means that
we can disclose important information to you by referring you to those publicly available documents. The information that we incorporate
by reference is considered to be part of this prospectus supplement and the accompanying prospectus. Because we are incorporating by
reference future filings with the SEC, this prospectus supplement and the accompanying prospectus are continually updated and those future
filings may modify or supersede some of the information included or incorporated in this prospectus supplement and the accompanying prospectus.
This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this
prospectus supplement or the accompanying prospectus or in any document previously incorporated by reference have been modified or superseded.
This prospectus supplement and the accompanying prospectus incorporate by reference the documents listed below and any future filings
we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (in each case, other than those documents or the portions
of those documents not deemed to be filed) until the offering of the securities under the registration statement is terminated or completed:
| ● | our
Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 31, 2023; |
| ● | our
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023 and June 30, 2023 filed with the SEC on May 15, 2023 and
August 11, 2023; |
| ● | our
definitive Proxy Statement on Schedule 14A for our 2023 Annual Meeting of Shareholders filed with the SEC on June 27, 2023;
and |
| ● | the
description of our common stock contained in our Registration Statement on Form 8-A filed with the SEC on February 6, 2019,
including any amendments or reports filed with the SEC for the purposes of updating such description. |
You
may request, and we will provide you with, a copy of these filings, at no cost, by calling us at (646) 756-2997 or by writing to us at
the following address:
Hoth
Therapeutics, Inc.
1
Rockefeller Plaza, Suite 1039
New
York, New York 10020
Attn.:
Secretary
PROSPECTUS
Subject to completion, dated June 13, 2023
HOTH THERAPEUTICS,
INC.
Common Stock
Preferred Stock
Debt Securities
Warrants
Units
We may offer and sell, from
time to time in one or more offerings, any combination of common stock, preferred stock, debt securities, warrants to purchase common
stock, preferred stock or debt securities, or any combination of the foregoing, either individually or as units comprised of one or more
of the other securities, having an aggregate initial offering price not exceeding $25 million.
This prospectus provides a
general description of the securities we may offer. Each time we sell a particular class or series of securities, we will provide specific
terms of the securities offered in a supplement to this prospectus. The prospectus supplement and any related free writing prospectus
may also add, update or change information contained in this prospectus. We may also authorize one or more free writing prospectuses to
be provided to you in connection with these offerings. You should read carefully this prospectus, the applicable prospectus supplement
and any related free writing prospectus, as well as any documents incorporated by reference herein or therein before you invest in any
of our securities.
The specific terms of any
securities to be offered, and the specific manner in which they may be offered, will be described in one or more supplements to this prospectus.
This prospectus may not be used to consummate sales of any of these securities unless it is accompanied by a prospectus supplement. Before
investing, you should carefully read this prospectus and any related prospectus supplement.
Our common stock is presently
listed on The Nasdaq Capital Market under the symbol “HOTH.” On June 12, 2023, the last reported sale price of our common
stock was $2.92 per share. The applicable prospectus supplement will contain information, where applicable, as to any other listing on
The Nasdaq Capital Market or any securities market or other exchange of the securities, if any, covered by the prospectus supplement.
Prospective purchasers of our securities are urged to obtain current information as to the market prices of our securities, where applicable.
These securities may be sold
directly by us, through dealers or agents designated from time to time, to or through underwriters, dealers, or through a combination
of these methods on a continuous or delayed basis. See “Plan of Distribution” in this prospectus. We may also describe
the plan of distribution for any particular offering of our securities in a prospectus supplement. If any agents, underwriters or dealers
are involved in the sale of any securities in respect of which this prospectus is being delivered, we will disclose their names and the
nature of our arrangements with them in a prospectus supplement. The price to the public of such securities and the net proceeds we expect
to receive from any such sale will also be included in a prospectus supplement.
Investing in our securities
involves various risks. See “Risk Factors” contained herein for more information on these risks. Additional risks will
be described in the related prospectus supplements under the heading “Risk Factors.” You should review that section
of the related prospectus supplements for a discussion of matters that investors in our securities should consider.
Neither the U.S. Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed upon the adequacy
or accuracy of this prospectus or any accompanying prospectus supplement. Any representation to the contrary is a criminal offense.
The date of this prospectus is June 16, 2023.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of
a registration statement that we filed with the U.S. Securities and Exchange Commission (“SEC”) using a “shelf”
registration process. Under this shelf registration statement, we may sell from time to time in one or more offerings of common stock
and preferred stock, various series of debt securities and/or warrants to purchase any of such securities, either individually or as units
comprised of a combination of one or more of the other securities in one or more offerings up to a total dollar amount of $25 million.
This prospectus provides you with a general description of the securities we may offer. Each time we sell any type or series of securities
under this prospectus, we will provide a prospectus supplement that will contain more specific information about the terms of that offering.
This prospectus does not contain
all of the information included in the registration statement. For a more complete understanding of the offering of the securities, you
should refer to the registration statement, including its exhibits. We may add, update or change, in a prospectus supplement or free writing
prospectus, any of the information contained in this prospectus or in the documents we have incorporated by reference into this prospectus.
We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these
offerings. This prospectus, together with the applicable prospectus supplement, any related free writing prospectus and the documents
incorporated by reference into this prospectus and the applicable prospectus supplement, will include all material information relating
to the applicable offering. You should carefully read both this prospectus and the applicable prospectus supplement and any related free
writing prospectus, together with the additional information described under “Where You Can Find More Information,”
before buying any of the securities being offered.
We have not authorized any
dealer, agent or other person to give any information or to make any representation other than those contained or incorporated by reference
in this prospectus, any accompanying prospectus supplement or any related free writing prospectus that we may authorize to be provided
to you. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus or an accompanying
prospectus supplement, or any related free writing prospectus that we may authorize to be provided to you. This prospectus, the accompanying
prospectus supplement and any related free writing prospectus, if any, do not constitute an offer to sell or the solicitation of an offer
to buy any securities other than the registered securities to which they relate, nor do this prospectus, the accompanying prospectus supplement
or any related free writing prospectus, if any, constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction
to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information
contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate on any date subsequent
to the date set forth on the front of the document or that any information we have incorporated by reference is correct on any date subsequent
to the date of the document incorporated by reference (as our business, financial condition, results of operations and prospects may have
changed since that date), even though this prospectus, any applicable prospectus supplement or any related free writing prospectus is
delivered or securities are sold on a later date.
We further note that the representations,
warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference in
this prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating
risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such
representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and
covenants should not be relied on as accurately representing the current state of our affairs.
This prospectus may not be
used to consummate sales of our securities, unless it is accompanied by a prospectus supplement. To the extent there are inconsistencies
between any prospectus supplement, this prospectus and any documents incorporated by reference, the document with the most recent date
will control.
As permitted by the rules
and regulations of the SEC, the registration statement, of which this prospectus forms a part, includes additional information not contained
in this prospectus. You may read the registration statement and the other reports we file with the SEC at the SEC’s web site or
at the SEC’s offices described below under the heading “Where You Can Find More Information.”
Company References
In this prospectus “the
Company,” “we,” “us,” and “our” refer to Hoth Therapeutics, Inc., a Nevada corporation, and
its subsidiary, unless the context otherwise requires.
SUMMARY
Overview
We
are a clinical-stage biopharmaceutical company focused on developing new generation therapies for unmet medical needs. We are focused
on developing (i) a topical formulation for treating side effects from drugs used for the treatment of cancer (HT-001); (ii) a treatment
for mast-cell derived cancers and anaphylaxis (HT-KIT); (iii) a treatment for traumatic brain injury and ischemic stroke (HT-TBI); and
(iv) a treatment and/or prevention for Alzheimer’s or other neuroinflammatory diseases (HT-ALZ). We also have assets being developed
for (i) atopic dermatitis (also known as eczema) (BioLexa); (ii) a treatment for asthma and allergies using inhalational administration
(HT-004); and (iii) a treatment for acne as well as inflammatory bowel diseases (HT-003). We are also developing a diagnostic device via
a mobile device. Furthermore, we have interests in certain other assets being developed by third parties including a treatment for patients
with lupus that is being developed by Zylö Therapeutics, Inc. and potential product candidates being developed pursuant to our agreement
with Voltron Therapeutics, Inc. for the prevention of COVID-19.
Primary Development
HT-001
In February 2020, we entered
into a patent license agreement with The George Washington University (“GW”) pursuant to which GW granted us a license to
certain patent rights to, among other things, make, use, offer and sell certain licensed products throughout the world with respect to
HT-001 which we intend to seek approval for use for treating dermatological side effects from epidermal growth factor receptor (“EGFR”)
inhibitors, and potentially other drugs used for the treatment of cancer. HT-001 is a topical formulation under development for the treatment
of patients with rash and skin disorders associated with initial and repeat courses of tyrosine kinase EGFR inhibitor therapy. EGFR inhibitors
are used for the treatment of cancers with EGFR up-regulation (such as non-small cell lung cancer, pancreatic cancer, breast cancer and
colon cancer); however, EGFR inhibitors are often associated with dose-limiting skin toxicities that can result in the interruption or
reduction of treatment. HT-001 is targeted to treat these EGFR-induced skin disorders to allow patients to achieve the best potential
outcomes of EGFR therapy. HT-001 has achieved positive results in its initial pre-clinical studies conducted at GW. In November 2022,
we submitted an IND to the FDA with respect to HT-001 as a concomitant therapy with EGFR inhibitors, for a Phase 2a clinical trial in
humans, and we received FDA approval to proceed with our clinical study in December 2022.
HT-KIT
We have obtained from North
Carolina State University (“NC State”) an exclusive, worldwide, royalty bearing license to certain intellectual property to,
among other things, discover, develop, make, have made, use and sell certain licensed products and sell, use and practice certain licensed
services with respect to cancer and anaphylaxis. This is being developed as HT-KIT. The HT-KIT drug is designed to more specifically target
the receptor tyrosine kinase KIT in mast cells, which is required for the proliferation, survival and differentiation of bone marrow-derived
hematopoietic stem cells. Mutations in the KIT pathway have been associated with several human cancers, such as gastrointestinal stromal
tumors and mast cell-derived cancers (mast cell leukemia and mast cell sarcoma). Based on the initial proof-of-concept success, we intend
to initially target mast cell neoplasms for development of HT-KIT, which is a rare, aggressive cancer with poor prognosis.
The same target, KIT, also
plays a key role in mast cell-mediated anaphylaxis, a serious allergic reaction that is rapid in onset and may cause death. Anaphylaxis
typically occurs after exposure to an external allergen that results in an immediate and severe immune response. We also intend to pursue
the anaphylaxis indication for HT-KIT in parallel to cancer treatment.
In November 2023, we entered
into a sponsored research agreement with NC State to focus on characterizing the HT-KIT dose and dosing frequency for treatment of aggressive
mastocytosis and mast cell neoplasms using humanized tumor mouse models.
In December 2021, we submitted
an Orphan Drug Designation (“ODD”) request to the U.S. Food and Drug Administration (“FDA”) for HT-KIT for the
treatment of mastocytosis, and in March 2022, we received such ODD. Drugs intended to treat orphan diseases (rare diseases that affect
less than 200,000 people in the U.S.) are eligible to apply for ODD, which provides benefits such as 7-year marketing exclusivity and
tax incentives to the sponsor during development and after approval.
HT-ALZ
In February 2021, we filed
a provisional patent application with the United States Patent and Trademark Office (“USPTO”) for the use of the active ingredient
of HT-001 to treat and prevent Alzheimer’s disease and other neuroinflammatory diseases, and in February 2022, we filed a Patent
Cooperation Treaty patent application, receiving confirmation of such filing in April 2022.
We intend to develop HT-ALZ
for use in patients following the Section 505(b)(2) regulatory pathway of the FDA rules. Section 505(b)(2) of the Federal Food, Drug,
and Cosmetic Act (“FDCA”) was enacted to enable sponsors to seek New Drug Application (“NDA”) approval for novel
repurposed drugs without the need for such sponsors to undertake time consuming and expensive pre-clinical safety studies and Phase 1
safety studies. Proceeding under this regulatory pathway, we will be able to rely upon publicly available data with respect to our active
ingredient in our NDA submission to the FDA for marketing approval.
In June 2021, we entered into
a sponsored research agreement with Washington University in St. Louis to investigate the effects of HT-ALZ on behavioral and pathological
markers of Alzheimer’s disease and to determine if HT-ALZ can improve learning and memory in an animal model of Alzheimer’s
disease. Our study will also determine if behavior is improved utilizing HT-ALZ in blocking NK-1Rs. The study commenced in August 2021
and after positive initial preclinical results, a chronic dosing study in mice was initiated. We expect the full set of preclinical results
from the chronic dosing study in Q3 2023.
HT-TBI
In October 2022, we filed
a provisional patent application with the USPTO for the use of the active ingredient of HT-001 to treat traumatic brain injury and ischemic
stroke. We intend to develop HT-ALZ for use in patients following the Section 505(b)(2) regulatory pathway of the FDA rules pursuant to
which we will be able to rely upon publicly available data with respect to our active ingredient in our NDA submission to the
FDA for marketing approval.
HT-TBI injection is being
developed as a ready-to-inject autoinjector for intramuscular injection to be used in both traumatic brain injuries and ischemic stroke.
The same dose and formulation can be used across both TBI and stroke indications in age two years through adult. Our focus of development
is for point-of-care use in ambulatory and emergency room settings. HT-TBI’s active ingredient targets substance P/NK-1 pathway,
identified as a leading cause of post-brain injury inflammation and edema. Preclinical data has shown an NK-1 Antagonist significantly
reduces brain edema and blood brain barrier disruption post-TBI and post-stroke.
The BioLexa Platform
We have obtained an exclusive
license from the University of Cincinnati to make, use, have made, import, offer for sale, and sell products based upon or involving the
use of (i) topical compositions comprising a zinc chelator and gentamicin and (ii) zinc chelators to inhibit biofilm formation (the “BioLexa
Platform” or “BioLexa”). The license enables us to develop the platform for any indications in humans. The BioLexa Platform
is a proprietary, patented, drug compound platform for the treatment of eczema. It combines an FDA approved zinc chelator with one or
more approved antibiotics in a topical dosage form to address unchecked eczema flare-ups by preventing the formation of infectious biofilms
and the resulting clogging of sweat ducts. We intend to develop the BioLexa Platform for use in patients following the Section 505(b)(2)
regulatory pathway of the FDA rules. Proceeding under this regulatory pathway, we will be able to rely upon publicly available data with
respect to gentamicin and the zinc chelator in our NDA submission to the FDA for marketing approval.
In December 2020, we received
approval from the Belberry Human Research Ethics Committee in Australia to conduct our Phase 1b clinical trial of BioLexa. Phase 1b of
the trial was initiated in 2021 and final dosing of patients concluded in September 2022. At this time, we do not anticipate conducting
any further trials/studies in Australia.
Preclinical Development
HT-003
In July 2020, we entered into
a Sublicense Agreement (the “Isoprene Sublicense Agreement”) with Isoprene Pharmaceuticals, Inc. (“Isoprene”)
pursuant to the commercial evaluation sublicense and option agreement dated March 8, 2019 by and among us, the University of Maryland,
Baltimore and Isoprene. Pursuant to the Isoprene Sublicense Agreement, Isoprene granted us an exclusive sublicense to certain intellectual
property (i) to make, have made, use, sell, offer to sell and import certain licensed products, (ii) in connection therewith, to use certain
inventions and licensed materials and (iii) to practice certain patent rights for the treatment of dermatological conditions or diseases,
referred to as HT-003.
Retinoids, which include Vitamin
A (retinol) and its analogues (both synthetic and metabolites), play a critical role in cell signaling and biological processes, including
regulation of immune cells and inflammation, signaling pathways that control normal skin maintenance, embryonic development and cell growth/differentiation/repair.
Deficiencies in retinoids and their active metabolites have been implicated in a wide variety of diseases. In the skin, retinol deficiency
leads to hyperkeratosis and keratinizing metaplasia that is observed in skin disorders like psoriasis and acne. Vitamin A and retinoic
acid also play a crucial role in regulating cell proliferation, differentiation, and apoptosis and therefore, altered metabolism of retinoids
has been suspected as playing a potential role in tumorigenesis. Accordingly, retinoids have been approved in the U.S. for treatment of
acne and psoriasis as well as other therapeutic indications such as acute promyelocytic leukemia and cutaneous T-cell lymphoma; however,
the therapeutic use of exogenous retinoids has been limited due to negative effects associated with high systemic concentrations. A new
therapeutic approach to increase intracellular retinoic acid (the active metabolite of retinol) potentially without causing negative side
effects of exogenous retinoic acid is to use inhibitors of retinoic acid metabolism blocking agents (“RAMBAs”), which prolong
the presence of retinoic acid. HT-003 is a novel RAMBA under investigation for topical treatment in acne and psoriasis applications.
In December 2019, we entered
into a research collaboration agreement with Weill Cornell Medicine for the completion of pre-clinical studies investigating the mechanism
of action of HT-003 that was renewed in January 2021 as a result of positive preclinical results. Dr. Jonathan Zippin, M.D., Ph.D., FAAD,
Associate Professor of Dermatology at Weill Cornell Medicine and our Senior Scientific Advisor, is the principal investigator for such
pre-clinical studies.
The RAMBAs have the potential
to be developed as a platform for multiple inflammatory-based indications. Accordingly, we entered into a Sublicense Agreement with Isoprene
in July 2021 to expand the therapeutic indication of the sublicensed RAMBAs from Isoprene to include inflammatory bowel diseases, including
Crohn’s disease and ulcerative colitis. Preclinical proof-of-concept studies were conducted in 2021 for the investigation of RAMBAs
for treatment of inflammatory bowel diseases, including Crohn’s disease and ulcerative colitis.
HT-004
In November 2019, we entered
into a license agreement with NC State pursuant to which NC State granted us an exclusive license to, among other things, develop, make,
use, offer and sell certain licensed products throughout the world with respect to HT-004 for treating allergic diseases. HT-004 is a
potential disease-modifying agent that uses exon-skipping oligonucleotide-targeted methods to reduce mast cell responses to immunoglobulin
E (IgE)-directed antigens, which is one of the key mechanisms in the pathophysiology of asthma, atopic dermatitis and other allergic diseases.
HT-004 is currently under investigation for the treatment of asthma and allergies using inhalational administration.
In December 2019, we entered
a sponsored research agreement with NC State for proof of principle in targeting allergic inflammation in the airways. Preclinical proof-of-concept
data was generated in October 2020 supporting efficacy of HT-004 after inhalational delivery in a mouse model. Critical proof-of-concept
studies in a humanized mouse model are planned to be initiated in 2022 and was completed in 2023.
Direct Detect Breath Diagnostic Device
In August 2020, we entered
into a Patent License Agreement (“GW Patent License Agreement”) with GW pursuant to which GW granted us an exclusive, worldwide,
royalty bearing license to certain intellectual property that can be used to develop a device designed to detect the presence of viruses.
Specifically, the GW Patent License Agreement permits us to make, have made, use, import, offer for sale and sell certain licensed products
in the field of virus sensing and detection. We have engaged a company to develop a platform prototype and, once developed, we will select
target analytes for further development.
Risks Associated with Our Business
Our ability to execute on
our business strategy is subject to a number of risks, which are discussed more fully in the section titled “Risk Factors.”
Investors should carefully consider these risks before making an investment in our common stock. These risks include, among others, the
following:
Risk Related to our Financial Position and
Need for Capital
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We have generated no revenue from commercial sales and our future profitability is uncertain. If we fail to obtain the capital necessary to fund our operations, we will be unable to continue or complete our product development. |
Risk Related to Product Development, Regulatory
Approval, Manufacturing and Commercialization
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The marketing approval process is lengthy, time consuming and inherently unpredictable, and if we are ultimately unable to obtain marketing approval for the product candidates we intend to develop, our business may be substantially harmed. |
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We may encounter substantial delays in completing our clinical studies which in turn will require additional costs, or we may fail to demonstrate adequate safety and efficacy to the satisfaction of applicable regulatory authorities. If we are not able to obtain any required regulatory approvals for our product candidates, we will not be able to commercialize our product candidates and our ability to generate revenue will be limited. |
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Conducting successful clinical studies may require the enrollment of large numbers of patients, and suitable patients may be difficult to identify and recruit. |
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We rely on and intend to rely on third parties to conduct our clinical trials, to assist us with pre-clinical development and for manufacturing and marketing of our proposed product candidates. If we are not able to secure favorable arrangements with such third parties, or such third parties do not perform as contractually required or expected, we may not be able to obtain regulatory approval for or commercialize our products and our business and financial condition could be harmed. |
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Even if our product candidates are approved by regulatory authorities, if we or our suppliers fail to comply with ongoing FDA regulations or if we experience unanticipated problems with our products, these products could be subject to restrictions or withdrawal from the market. |
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Our revenue stream will depend upon third-party reimbursement. |
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Our products will face significant competition, and if they are unable to compete successfully, our business will suffer. |
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If we fail to comply with healthcare regulations, we could face substantial enforcement actions, including civil and criminal penalties and our business, operations and financial condition could be adversely affected. |
Risk Related to our Intellectual Property Rights
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Our business depends upon us securing and protecting critical intellectual property. Patent positions in our industry are highly uncertain and involve complex legal and factual questions. |
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We rely upon licenses granted to us by various licensors, and if such licensors do not adequately defend such licenses, our business may be harmed. |
Risk Related to our Company
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We have expanded and may continue to expand, our business through the acquisition of rights to new drug candidates that could disrupt our business, harm our financial condition and may also dilute current shareholders’ ownership interests in our Company. |
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If a product liability claim is successfully brought against us for uninsured liabilities, or such claim exceeds our insurance coverage, we could be forced to pay substantial damage awards that could materially harm our business. |
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Any international operations we undertake may subject us to risks inherent with operations outside of the United States. |
Risks Related to our Common Stock
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Market and economic conditions may negatively impact our business, financial condition and share price. |
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Future sales and issuances of our securities could result in additional dilution of the percentage ownership of our shareholders and could cause our share price to fall. |
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We do not intend to pay cash dividends on our shares of common stock so any returns will be limited to the value of our shares. |
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If we are unable to maintain listing of our securities on The Nasdaq Capital Market or any stock exchange, our stock price could be adversely affected and the liquidity of our stock and our ability to obtain financing could be impaired. |
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Our Amended and Restated Bylaws provide that the Eighth Judicial District Court of Clark County, Nevada will be the sole and exclusive forum for certain disputes which could limit shareholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents. |
Corporate History and Information
We were incorporated as a
Nevada corporation on May 16, 2017. Our principal executive offices are located at 1 Rockefeller Plaza, Suite 1039, New York, New York
10020 and our telephone number is (646) 756-2997. Our website address is www.hoththerapeutics.com. The information contained on
our website is not incorporated by reference into this prospectus, and you should not consider any information contained on, or that can
be accessed through, our website as part of this prospectus or in deciding whether to purchase our securities.
The Securities We May Offer
We may offer shares of our
common stock and preferred stock, various series of debt securities and warrants to purchase any of such securities, either individually
or in units, from time to time under this prospectus, together with any applicable prospectus supplement and related free writing prospectus,
at prices and on terms to be determined by market conditions at the time of offering. If we issue any debt securities at a discount from
their original stated principal amount, then, for purposes of calculating the total dollar amount of all securities issued under this
prospectus, we will treat the initial offering price of the debt securities as the total original principal amount of the debt securities.
Each time we offer securities under this prospectus, we will provide offerees with a prospectus supplement that will describe the specific
amounts, prices and other important terms of the securities being offered, including, to the extent applicable:
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designation or classification; |
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aggregate principal amount or aggregate offering price; |
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maturity, if applicable; |
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original issue discount, if any; |
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rates and times of payment of interest or dividends, if any; |
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redemption, conversion, exchange or sinking fund terms, if any; |
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conversion or exchange prices or rates, if any, and, if applicable, any provisions for changes to or adjustments in the conversion or exchange prices or rates and in the securities or other property receivable upon conversion or exchange; |
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restrictive covenants, if any; |
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voting or other rights, if any; and |
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important United States federal income tax considerations. |
A prospectus supplement and
any related free writing prospectus that we may authorize to be provided to you may also add, update, or change information contained
in this prospectus or in documents we have incorporated by reference. However, no prospectus supplement or free writing prospectus will
offer a security that is not registered and described in this prospectus at the time of the effectiveness of the registration statement
of which this prospectus is a part.
We may sell the securities
to or through underwriters, dealers or agents or directly to purchasers. We, as well as any agents acting on our behalf, reserve the sole
right to accept and to reject in whole or in part any proposed purchase of securities. Each prospectus supplement will set forth the names
of any underwriters, dealers or agents involved in the sale of securities described in that prospectus supplement and any applicable fee,
commission or discount arrangements with them, details regarding any over-allotment option granted to them, and net proceeds to us. The
following is a summary of the securities we may offer with this prospectus.
Common Stock
We currently have authorized
50,000,000 shares of common stock, par value $0.0001 per share. As of June 12, 2023, 3,302,113 shares of common stock were issued and outstanding.
We may offer shares of our common stock either alone or underlying other registered securities convertible into or exercisable for our
common stock. Holders of our common stock are entitled to such dividends as our board of directors (the “Board of Directors”
or “Board”) may declare from time to time out of legally available funds, subject to the preferential rights of the holders
of any shares of our preferred stock that are outstanding or that we may issue in the future. Currently, we do not pay any dividends on
our common stock. Each holder of our common stock is entitled to one vote per share held on all matters submitted to a vote of our shareholders.
In this prospectus, we provide a general description of, among other things, the rights and restrictions that apply to holders of our
common stock.
Preferred Stock
We currently have authorized
10,000,000 shares of preferred stock, par value $0.0001, none of which are issued and outstanding. As of June 12, 2023, 5,000,000
shares of our preferred stock have been designated as Series A Preferred Stock of which 3,102,480 shares of Series A Preferred Stock were
previously issued and converted into common stock at the time of our initial public offering and 1,897,520 shares of Series A Preferred
Stock remain authorized.
Any authorized and undesignated
shares of preferred stock may be issued from time to time in one or more series pursuant to a resolution or resolutions providing for
such issue duly adopted by our Board of Directors (authority to do so being hereby expressly vested in the Board of Directors). The Board
of Directors is further authorized, subject to limitations prescribed by law, to fix by resolution or resolutions the designations, powers,
preferences and rights, and the qualifications, limitations or restrictions thereof, of any wholly unissued series of preferred stock,
including, without limitation, authority to fix by resolution or resolutions the dividend rights, dividend rate, conversion rights, voting
rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of
any such series, and the number of shares constituting any such series and the designation thereof, or any of the foregoing.
The rights, preferences, privileges,
and restrictions granted to or imposed upon any series of preferred stock that we offer and sell under this prospectus and applicable
prospectus supplements will be set forth in a certificate of designation relating to the series. We will incorporate by reference into
the registration statement of which this prospectus is a part the form of any certificate of designation that describes the terms of the
series of preferred stock we are offering before the issuance of shares of that series of preferred stock. You should read any prospectus
supplement and any free writing prospectus that we may authorize to be provided to you related to the series of preferred stock being
offered, as well as the complete certificate of designation that contains the terms of the applicable series of preferred stock.
Debt Securities
We may offer general debt
obligations, which may be secured or unsecured, senior or subordinated, and convertible into shares of our common stock or preferred stock.
In this prospectus, we refer to the senior debt securities and the subordinated debt securities together as the “debt securities.”
We may issue debt securities under a note purchase agreement or under an indenture to be entered between us and a trustee. The indentures
do not limit the amount of securities that may be issued under them and provide that debt securities may be issued in one or more series.
The senior debt securities will have the same rank as all of our other indebtedness that is not subordinated. The subordinated debt securities
will be subordinated to our senior debt on terms set forth in the applicable prospectus supplement. In addition, the subordinated debt
securities will be effectively subordinated to creditors and preferred shareholders of our subsidiaries. Our Board of Directors will determine
the terms of each series of debt securities being offered. This prospectus contains only general terms and provisions of the debt securities.
The applicable prospectus supplement will describe the particular terms of the debt securities offered thereby. You should read any prospectus
supplement and any free writing prospectus that we may authorize to be provided to you related to the series of debt securities being
offered, as well as the complete note agreements and/or indentures that contain the terms of the debt securities. The forms of senior
and subordinated indentures have been filed as exhibits to the registration statement of which this prospectus is a part, and supplemental
indentures and forms of debt securities containing the terms of debt securities being offered will be incorporated by reference into the
registration statement of which this prospectus is a part from reports we file with the SEC.
Warrants
We may offer warrants for
the purchase of shares of our common stock or preferred stock or of debt securities. We may issue the warrants by themselves or together
with common stock, preferred stock or debt securities, and the warrants may be attached to or separate from any offered securities. Any
warrants issued under this prospectus may be evidenced by warrant certificates. Warrants may be issued under a separate warrant agreement
to be entered into between us and the investors or a warrant agent. Our Board of Directors will determine the terms of the warrants. This
prospectus contains only general terms and provisions of the warrants. The applicable prospectus supplement will describe the particular
terms of the warrants being offered thereby. You should read any prospectus supplement and any free writing prospectus that we may authorize
to be provided to you related to the series of warrants being offered, as well as the complete warrant agreements that contain the terms
of the warrants. Specific warrant agreements will contain additional important terms and provisions and will be incorporated by reference
into the registration statement of which this prospectus is a part from reports we file with the SEC.
Units
We may offer units consisting
of our common stock or preferred stock, debt securities and/or warrants to purchase any of these securities in one or more series. We
may evidence each series of units by unit certificates that we will issue under a separate agreement. We may enter into unit agreements
with a unit agent. Each unit agent will be a bank or trust company that we select. We will indicate the name and address of the unit agent
in the applicable prospectus supplement relating to a particular series of units. This prospectus contains only a summary of certain general
features of the units. The applicable prospectus supplement will describe the particular features of the units being offered thereby.
You should read any prospectus supplement and any free writing prospectus that we may authorize to be provided to you related to the series
of units being offered, as well as the complete unit agreements that contain the terms of the units. Specific unit agreements will contain
additional important terms and provisions and will be incorporated by reference into the registration statement of which this prospectus
is a part from reports we file with the SEC.
RISK FACTORS
An investment in our securities
involves a high degree of risk. This prospectus contains, and the prospectus supplement applicable to each offering of our securities
will contain, a discussion of the risks applicable to an investment in our securities. Prior to making a decision about investing in our
securities, you should carefully consider the specific factors discussed under the heading “Risk Factors” in this prospectus
and the applicable prospectus supplement, together with all of the other information contained or incorporated by reference in the prospectus
supplement or appearing or incorporated by reference in this prospectus. You should also consider the risks, uncertainties and assumptions
discussed under Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed
with the SEC on March 31, 2023, and incorporated herein by reference, as may be amended, supplemented or superseded from time to time
by other reports we file with the SEC in the future and any prospectus supplement related to a particular offering. The risks and uncertainties
we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem
immaterial may also affect our operations. The occurrence of any of these known or unknown risks might cause you to lose all or part of
your investment in the offered securities.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, any accompanying
prospectus supplement, any related free writing prospectus and the documents incorporated by reference herein or therein contain, in addition
to historical information, certain forward-looking statements within the meaning of Section 27A of the Securities Act or 1933, as amended
(the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
that include information relating to future events, future financial performance, strategies, expectations, competitive environment, regulatory
environment and availability of resources. Such forward-looking statements include those that express plans, anticipation, intent, contingency,
goals, targets or future development and/or otherwise are not statements of historical fact. These forward-looking statements are based
on our current expectations and projections about future events and they are subject to risks and uncertainties known and unknown that
could cause actual results and developments to differ materially from those expressed or implied in such statements.
In some cases, you can identify
forward-looking statements by terminology, such as “expects,” “anticipates,” “intends,” “estimates,”
“plans,” “believes,” “seeks,” “may,” “should”, “could” or the
negative of such terms or other similar expressions. Accordingly, these statements involve estimates, assumptions and uncertainties that
could cause actual results to differ materially from those expressed in them. Any forward-looking statements are qualified in their entirety
by reference to the factors discussed throughout this prospectus, any accompanying prospectus supplement or incorporated herein by reference.
Risks, uncertainties and other
factors that may cause our actual results, performance or achievements to be different from those expressed or implied in our written
or oral forward-looking statements may be found in this prospectus and any accompanying prospectus supplement under the heading “Risk
Factors” and in our Annual Report on Form 10-K for the year ended December 31, 2022 under the headings “Risk Factors”
and “Business,” as may be amended, supplemented or superseded from time to time by other reports we file with the SEC in the
future and any prospectus supplement related to a particular offering.
Forward-looking statements
speak only as of the date they are made. You should not put undue reliance on any forward-looking statements. We assume no obligation
to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking
information, except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference
should be drawn that we will make additional updates with respect to those or other forward-looking statements.
New factors emerge from time
to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on
our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained
in any forward-looking statements. We qualify all of the information presented in this prospectus, any accompanying prospectus supplement
and incorporated herein by reference, and particularly our forward-looking statements, by these cautionary statements.
USE OF PROCEEDS
Except as described in any
prospectus supplement and any free writing prospectus in connection with a specific offering, we currently intend to use the net proceeds
from the sale of the securities offered under this prospectus for general corporate purposes, including the development and commercialization
of our products, research and development, general and administrative expenses, license or technology acquisitions, and working capital
and capital expenditures. We may also use the net proceeds to invest in or acquire complementary businesses, products, or technologies,
although we have no current commitments or agreements with respect to any such investments or acquisitions as of the date of this prospectus.
We have not determined the amount of net proceeds to be used specifically for the foregoing purposes. As a result, our management will
have broad discretion in the allocation of the net proceeds and investors will be relying on the judgment of our management regarding
the application of the proceeds of any sale of the securities.
Each time we offer securities
under this prospectus, we will describe the intended use of the net proceeds from that offering in the applicable prospectus supplement.
The actual amount of net proceeds we spend on a particular use will depend on many factors, including, our future capital expenditures,
the amount of cash required by our operations, and our future revenue growth, if any. Therefore, we will retain broad discretion in the
use of the net proceeds.
DESCRIPTION OF CAPITAL STOCK
General
The following description
of our capital stock, together with any additional information we include in any applicable prospectus supplement or any related free
writing prospectus, summarizes the material terms and provisions of our common stock and the preferred stock that we may offer under this
prospectus. While the terms we have summarized below will apply generally to any future common stock or preferred stock that we may offer,
we will describe the particular terms of any class or series of these securities in more detail in the applicable prospectus supplement.
For the complete terms of our common stock and preferred stock, please refer to our Articles of Incorporation, as amended (as amended,
“Articles of Incorporation”), and our Amended and Restated Bylaws, as amended (as amended, “Bylaws”) that are
incorporated by reference into the registration statement of which this prospectus is a part or may be incorporated by reference in this
prospectus or any applicable prospectus supplement. The terms of these securities may also be affected by the Nevada
Revised Statutes. The summary below and that contained in any applicable prospectus supplement or any related free writing prospectus
are qualified in their entirety by reference to our Articles of Incorporation and our Bylaws.
As of the date of this prospectus,
our authorized capital stock consisted of 50,000,000 shares of common stock, $0.0001 par value per share, and 10,000,000 shares of preferred
stock, $0.0001 par value per share. Our Board may establish the rights and preferences of the preferred stock from time to time. As of
June 12, 2023, there were 3,302,113 shares of our common stock and no shares of our preferred stock issued and outstanding. As of June
12, 2023, 5,000,000 shares of our preferred stock have been designated as Series A Preferred Stock of which 3,102,480 shares of Series
A Preferred Stock were previously issued and converted into common stock at the time of our initial public offering and 1,897,520 shares
of Series A Preferred Stock remain authorized.
Common Stock
Holders of our common stock
are entitled to one vote per share on all matters voted on by our shareholders, including the election of directors. Our Articles of Incorporation
and Bylaws do not provide for cumulative voting in the election of directors. Holders of our common stock are entitled, subject to the
rights, privileges, restrictions and conditions attaching to any other class of shares ranking in priority to our common stock, to receive
any dividend declared by our Board of Directors. If we are voluntarily or involuntarily liquidated, dissolved or wound-up, the holders
of our common stock will be entitled to receive, after distribution in full of the preferential amounts, if any, all of the remaining
assets available for distribution ratably in proportion to the number of shares of our common stock held by them.
Preferred Stock
Our Board of Directors has
the authority, without further action by our shareholders, to issue up to 10,000,000 shares of preferred stock in one or more series and
to fix the designations, powers, preferences, privileges, and relative participating, optional, or special rights as well as the qualifications,
limitations, or restrictions of the preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption,
and liquidation preferences, any or all of which may be greater than the rights of the common stock. Our Board of Directors, without shareholder
approval, can issue preferred stock with voting, conversion, or other rights that could adversely affect the voting power and other rights
of the holders of common stock. Preferred stock could be issued quickly with terms calculated to delay or prevent a change of control
or make removal of management more difficult. Additionally, the issuance of preferred stock may have the effect of decreasing the market
price of our common stock, and may adversely affect the voting and other rights of the holders of common stock. At present, we have no
plans to issue any shares of preferred stock following this offering.
Applicable Anti-Takeover Law
Set forth below is a summary
of the provisions of our Articles of Incorporation and Bylaws that could have the effect of delaying or preventing a change in control
of our Company. The following description is only a summary, and it is qualified by reference to the Articles of Incorporation, Bylaws
and relevant provisions of the Nevada Revised Statutes.
Board of Directors Vacancies
Our Bylaws authorize only
our Board of Directors to fill vacant directorships. In addition, the number of directors constituting our Board of Directors may be set
only by resolution of the majority of the incumbent directors.
Special Meeting of Shareholders
Our Bylaws provide that special
meetings of our shareholders may be called by our president, our Board of Directors or a committee of our Board of Directors that has
been duly designated by our Board of Directors and whose powers and authority include the power to call such meetings.
Advance Notice
Requirements for Shareholder Proposals and Director Nominations
Our Bylaws provide that shareholders
seeking to bring business before our annual meeting of shareholders, or to nominate candidates for election as directors at our annual
meeting of shareholders, must provide timely notice of their intent in writing. To be timely, a shareholder’s notice must be delivered
to our secretary at our principal executive offices not later than the close of business on the 90th day nor earlier than the close
of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that
in the event the date of the annual meeting is not within 25 days before or after such anniversary date, notice by the shareholder to
be timely must be so delivered not later than the close of business on the 10th day following the day on which such notice
of the date of annual meeting was mailed or public disclosure of the date of the annual meeting was made, whichever occurs first. These
provisions may preclude our shareholders from bringing matters before our annual meeting of shareholders or from making nominations for
directors at our annual meeting of shareholders.
Authorized but Unissued Share
Our authorized but unissued
shares of common stock and preferred stock are available for future issuance without shareholder approval and may be utilized for a variety
of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans.
The existence of authorized but unissued and unreserved common stock and preferred stock could render more difficult or discourage an
attempt to obtain control of our Company by means of a proxy contest, tender offer, merger or otherwise.
Exclusive Forum
Our Bylaws provide that unless
we consent in writing to the selection of an alternative forum, the Eighth Judicial District Court of Clark County, Nevada shall be the
sole and exclusive forum for state law claims with respect to: (i) any derivative action or proceeding brought in the name or right of
our Company or on our behalf, (ii) any action asserting a claim for breach of any fiduciary duty owed by any director, officer,
employee or agent of our Company to us or our shareholders, (iii) any action arising or asserting a claim arising pursuant to any provision
of Nevada Revised Statutes Chapters 78 or 92A or any provision of our Articles of Incorporation or Bylaws or (iv) any action asserting
a claim governed by the internal affairs doctrine, including, without limitation, any action to interpret, apply, enforce or determine
the validity of our Articles of Incorporation or Bylaws. This exclusive forum provision would not apply to suits brought to enforce any
liability or duty created by the Securities Act or the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.
To the extent that any such claims may be based upon federal law claims, Section 27 of the Exchange Act creates exclusive federal jurisdiction
over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Furthermore,
Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty
or liability created by the Securities Act or the rules and regulations thereunder. The enforceability of similar exclusive forum provisions
in other corporations’ bylaws has been challenged in legal proceedings, and it is possible that a court could rule that this provision
in our Bylaws is inapplicable or unenforceable.
Listing
Our common stock is listed
on The Nasdaq Capital Market under the trading symbol “HOTH.”
Transfer Agent and Registrar
Our transfer agent and registrar is Continental
Stock Transfer & Trust Company whose address is 1 State Street, 30th Floor, New York , NY 10004.
DESCRIPTION OF DEBT SECURITIES
The following description,
together with the additional information we include in any applicable prospectus supplements or free writing prospectuses, summarizes
the material terms and provisions of the debt securities that we may offer under this prospectus. We may issue debt securities, in one
or more series, as either senior or subordinated debt or as senior or subordinated convertible debt. While the terms we have summarized
below will apply generally to any future debt securities we may offer under this prospectus, we will describe the particular terms of
any debt securities that we may offer in more detail in the applicable prospectus supplement or free writing prospectus. The terms of
any debt securities we offer under a prospectus supplement may differ from the terms we describe below. However, no prospectus supplement
shall fundamentally change the terms that are set forth in this prospectus or offer a security that is not registered and described in
this prospectus at the time of its effectiveness. As of the date of this prospectus, we have no outstanding registered debt securities.
Unless the context requires otherwise, whenever we refer to the “indentures,” we also are referring to any supplemental indentures
that specify the terms of a particular series of debt securities.
We will issue any senior
debt securities under the senior indenture that we will enter into with the trustee named in the senior indenture. We will issue any
subordinated debt securities under the subordinated indenture and any supplemental indentures that we will enter into with the trustee
named in the subordinated indenture. We have filed forms of these documents as exhibits to the registration statement, of which this
prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of the debt securities being offered
will be filed as exhibits to the registration statement of which this prospectus is a part or will be incorporated by reference from
reports that we file with the SEC.
The indentures will be qualified
under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). We use the term “trustee” to refer
to either the trustee under the senior indenture or the trustee under the subordinated indenture, as applicable.
The following summaries of
material provisions of the senior debt securities, the subordinated debt securities and the indentures are subject to, and qualified in
their entirety by reference to, all of the provisions of the indenture and any supplemental indentures applicable to a particular series
of debt securities. We urge you to read the applicable prospectus supplements and any related free writing prospectuses related to the
debt securities that we may offer under this prospectus, as well as the complete indentures that contains the terms of the debt securities.
Except as we may otherwise indicate, the terms of the senior indenture and the subordinated indenture are identical.
General
The terms of each series of
debt securities will be established by or pursuant to a resolution of our Board of Directors and set forth or determined in the manner
provided in an officers’ certificate or by a supplemental indenture. Debt securities may be issued in separate series without limitation
as to aggregate principal amount. We may specify a maximum aggregate principal amount for the debt securities of any series. We will describe
in the applicable prospectus supplement the terms of the series of debt securities being offered, including:
| ● | the principal amount being offered, and if a series, the total amount authorized and the total amount
outstanding; |
| ● | any limit on the amount that may be issued; |
| ● | whether or not we will issue the series of debt securities in global form, and, if so, the terms and who
the depositary will be; |
| ● | whether and under what circumstances, if any, we will pay additional amounts on any debt securities held
by a person who is not a United States person for tax purposes, and whether we can redeem the debt securities if we have to pay such additional
amounts; |
| ● | the annual interest rate, which may be fixed or variable, or the method for determining the rate and the
date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the
method for determining such dates; |
| ● | whether or not the debt securities will be secured or unsecured, and the terms of any secured debt; |
| ● | the terms of the subordination of any series of subordinated debt; |
| ● | the place where payments will be made; |
| ● | restrictions on transfer, sale or other assignment, if any; |
| ● | our right, if any, to defer payment of interest and the maximum length of any such deferral period; |
| ● | the date, if any, after which, and the price at which, we may, at our option, redeem the series of debt
securities pursuant to any optional or provisional redemption provisions and the terms of those redemption provisions; |
| ● | provisions for a sinking fund purchase or other analogous fund, if any, including the date, if any, on
which, and the price at which we are obligated, pursuant thereto or otherwise, to redeem, or at the holder’s option, to purchase,
the series of debt securities and the currency or currency unit in which the debt securities are payable; |
| ● | whether the indenture will restrict our ability or the ability of our subsidiaries, if any, to: |
| ● | incur additional indebtedness; |
| ● | issue additional securities; |
| ● | pay dividends or make distributions in respect of our capital stock or the capital stock of our subsidiaries; |
| ● | place restrictions on our subsidiaries’ ability to pay dividends, make distributions or transfer
assets; |
| ● | make investments or other restricted payments; |
| ● | sell or otherwise dispose of assets; |
| ● | enter into sale-leaseback transactions; |
| ● | engage in transactions with shareholders or affiliates; |
| ● | issue or sell stock of our subsidiaries; or |
| ● | effect a consolidation or merger; |
| ● | whether the indenture will require us to maintain any interest coverage, fixed charge, cash flow-based,
asset-based or other financial ratios; |
| ● | a discussion of certain material or special United States federal income tax considerations applicable
to the debt securities; |
| ● | information describing any book-entry features; |
| ● | the applicability of the provisions in the indenture on discharge; |
| ● | whether the debt securities are to be offered at a price such that they will be deemed to be offered at
an “original issue discount” as defined in paragraph (a) of Section 1273 of the Internal Revenue Code of 1986, as amended; |
| ● | the denominations in which we will issue the series of debt securities, if other than denominations of
$1,000 and any integral multiple thereof; |
| ● | the currency of payment of debt securities if other than U.S. dollars and the manner of determining the
equivalent amount in U.S. dollars; and |
| ● | any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities,
including any additional events of default or covenants provided with respect to the debt securities, and any terms that may be required
by us or advisable under applicable laws or regulations. |
Conversion or Exchange Rights
We will set forth in the applicable
prospectus supplement the terms under which a series of debt securities may be convertible into or exchangeable for our common stock,
our preferred stock or other securities (including securities of a third party). We will include provisions as to whether conversion or
exchange is mandatory, at the option of the holder or at our option. We may include provisions pursuant to which the number of shares
of our common stock, our preferred stock or other securities (including securities of a third party) that the holders of the series of
debt securities receive would be subject to adjustment.
Consolidation, Merger or Sale
Unless we provide otherwise
in the prospectus supplement applicable to a particular series of debt securities, the indentures will not contain any covenant that restricts
our ability to merge or consolidate, or sell, convey, transfer or otherwise dispose of all or substantially all of our assets. However,
any successor to or acquirer of such assets must assume all of our obligations under the indentures or the debt securities, as appropriate.
If the debt securities are convertible into or exchangeable for our other securities or securities of other entities, the person with
whom we consolidate or merge or to whom we sell all of our property must make provisions for the conversion of the debt securities into
securities that the holders of the debt securities would have received if they had converted the debt securities before the consolidation,
merger or sale.
Events of Default under the Indenture
Unless we provide otherwise
in the prospectus supplement applicable to a particular series of debt securities, the following are events of default under the indentures
with respect to any series of debt securities that we may issue:
| ● | if we fail to pay interest when due and payable and our failure continues for 90 days and the time for
payment has not been extended; |
| ● | if we fail to pay the principal, premium or sinking fund payment, if any, when due and payable at maturity,
upon redemption or repurchase or otherwise, and the time for payment has not been extended; |
| ● | if we fail to observe or perform any other covenant contained in the debt securities or the indentures,
other than a covenant specifically relating to another series of debt securities, and our failure continues for 90 days after we receive
notice from the trustee or we and the trustee receive notice from the holders of at least 25% in aggregate principal amount of the outstanding
debt securities of the applicable series; and |
| ● | if specified events of bankruptcy, insolvency or reorganization occur. |
We will describe in each applicable
prospectus supplement any additional events of default relating to the relevant series of debt securities.
If an event of default with
respect to debt securities of any series occurs and is continuing, other than an event of default specified in the last bullet point above,
the trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series, by notice
to us in writing, and to the trustee if notice is given by such holders, may declare the unpaid principal, premium, if any, and accrued
interest, if any, due and payable immediately. If an event of default arises due to the occurrence of certain specified bankruptcy, insolvency
or reorganization events, the unpaid principal, premium, if any, and accrued interest, if any, of each issue of debt securities then outstanding
shall be due and payable without any notice or other action on the part of the trustee or any holder.
The holders of a majority
in principal amount of the outstanding debt securities of an affected series may waive any default or event of default with respect to
the series and its consequences, except defaults or events of default regarding payment of principal, premium, if any, or interest, unless
we have cured the default or event of default in accordance with the indenture. Any waiver shall cure the default or event of default.
Subject to the terms of the
indentures, if an event of default under an indenture shall occur and be continuing, the trustee will be under no obligation to exercise
any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities,
unless such holders have offered the trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense.
The holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the
trustee, with respect to the debt securities of that series, provided that:
| ● | the direction so given by the holder is not in conflict with any law or the applicable indenture; and |
| ● | subject to its duties under the Trust Indenture Act, the trustee need not take any action that might involve it in personal liability
or might be unduly prejudicial to the holders not involved in the proceeding. |
The indentures will provide
that if an event of default has occurred and is continuing, the trustee will be required in the exercise of its powers to use the degree
of care that a prudent person would use in the conduct of its own affairs. The trustee, however, may refuse to follow any direction that
conflicts with law or the indenture, or that the trustee determines is unduly prejudicial to the rights of any other holder of the relevant
series of debt securities, or that would involve the trustee in personal liability. Prior to taking any action under the indentures, the
trustee will be entitled to indemnification against all costs, expenses and liabilities that would be incurred by taking or not taking
such action.
A holder of the debt securities
of any series will have the right to institute a proceeding under the indentures or to appoint a receiver or trustee, or to seek other
remedies only if:
| ● | the holder has given written notice to the trustee of a continuing event of default with respect to that
series; |
| ● | the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series
have made a written request and such holders have offered reasonable indemnity to the trustee or security satisfactory to it against any
loss, liability or expense or to be incurred in compliance with instituting the proceeding as trustee; and |
| ● | the trustee does not institute the proceeding, and does not receive from the holders of a majority in
aggregate principal amount of the outstanding debt securities of that series other conflicting directions within 90 days after the notice,
request and offer. |
These limitations do not apply
to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium, if any, or interest on, the
debt securities, or other defaults that may be specified in the applicable prospectus supplement.
We will periodically file
statements with the trustee regarding our compliance with specified covenants in the indentures.
The indentures will provide
that if a default occurs and is continuing and is actually known to a responsible officer of the trustee, the trustee must mail to each
holder notice of the default within the earlier of 90 days after it occurs and 30 days after it is known by a responsible officer of the
trustee or written notice of it is received by the trustee, unless such default has been cured or waived. Except in the case of a default
in the payment of principal or premium of, or interest on, any debt security or certain other defaults specified in an indenture, the
trustee shall be protected in withholding such notice if and so long as the Board of Directors, the executive committee or a trust committee
of directors, or responsible officers of the trustee, in good faith determine that withholding notice is in the best interests of holders
of the relevant series of debt securities.
Modification of Indenture; Waiver
Subject to the terms of the
indenture for any series of debt securities that we may issue, we and the trustee may change an indenture without the consent of any holders
with respect to the following specific matters:
| ● | to fix any ambiguity, defect or inconsistency in the indenture; |
| ● | to comply with the provisions described above under “Description of Debt Securities — Consolidation,
Merger or Sale;” |
| ● | to comply with any requirements of the SEC in connection with the qualification of any indenture under
the Trust Indenture Act; |
| ● | to add to, delete from or revise the conditions, limitations and restrictions on the authorized amount,
terms or purposes of issue, authentication and delivery of debt securities, as set forth in the indenture; |
| ● | to provide for the issuance of, and establish the form and terms and conditions of, the debt securities
of any series as provided under “Description of Debt Securities — General,” to establish the form of any certifications
required to be furnished pursuant to the terms of the indenture or any series of debt securities, or to add to the rights of the holders
of any series of debt securities; |
| ● | to evidence and provide for the acceptance of appointment hereunder by a successor trustee; |
| ● | to provide for uncertificated debt securities and to make all appropriate changes for such purpose; |
| ● | to add such new covenants, restrictions, conditions or provisions for the benefit of the holders, to make
the occurrence, or the occurrence and the continuance, of a default in any such additional covenants, restrictions, conditions or provisions
an event of default or to surrender any right or power conferred to us in the indenture; or |
| ● | to change anything that does not adversely affect the interests of any holder of debt securities of any
series in any material respect. |
In addition, under the indentures,
the rights of holders of a series of debt securities may be changed by us and the trustee with the written consent of the holders of at
least a majority in aggregate principal amount of the outstanding debt securities of each series that is affected. However, subject to
the terms of the indenture for any series of debt securities that we may issue or otherwise provided in the prospectus supplement applicable
to a particular series of debt securities, we and the trustee may only make the following changes with the consent of each holder of any
outstanding debt securities affected:
|
● |
extending the stated maturity of the series of debt securities; |
|
● |
reducing the principal amount, reducing the rate of or extending the time of payment of interest, or reducing any premium payable upon the redemption or repurchase of any debt securities; or |
|
● |
reducing the percentage of debt securities, the holders of which are required to consent to any amendment, supplement, modification or waiver. |
Discharge
Each indenture provides that,
subject to the terms of the indenture and any limitation otherwise provided in the prospectus supplement applicable to a particular series
of debt securities, we may elect to be discharged from our obligations with respect to one or more series of debt securities, except for
specified obligations, including obligations to:
|
● |
register the transfer or exchange of debt securities of the series; |
|
● |
replace stolen, lost or mutilated debt securities of the series; |
|
● |
maintain paying agencies; |
|
● |
hold monies for payment in trust; |
|
● |
recover excess money held by the trustee; |
|
● |
compensate and indemnify the trustee; and |
|
● |
appoint any successor trustee. |
In order to exercise our rights
to be discharged, we will deposit with the trustee money or government obligations sufficient to pay all the principal of, and any premium
and interest on, the debt securities of the series on the dates payments are due.
Form, Exchange and Transfer
We will issue the debt securities
of each series only in fully registered form without coupons and, unless we otherwise specify in the applicable prospectus supplement,
in denominations of $1,000 and any integral multiple thereof. The indentures will provide that we may issue debt securities of a series
in temporary or permanent global form and as book-entry securities that will be deposited with, or on behalf of, The Depository Trust
Company or another depositary named by us and identified in a prospectus supplement with respect to that series. See “Legal Ownership
of Securities” below for a further description of the terms relating to any book-entry securities.
At the option of the holder,
subject to the terms of the indentures and the limitations applicable to global securities described in the applicable prospectus supplement,
the holder of the debt securities of any series can exchange the debt securities for other debt securities of the same series, in any
authorized denomination and of like tenor and aggregate principal amount.
Subject to the terms of the
indentures and the limitations applicable to global securities set forth in the applicable prospectus supplement, holders of the debt
securities may present the debt securities for exchange or for registration of transfer, duly endorsed or with the form of transfer endorsed
thereon duly executed if so required by us or the security registrar, at the office of the security registrar or at the office of any
transfer agent designated by us for this purpose. Unless otherwise provided in the debt securities that the holder presents for transfer
or exchange, we will make no service charge for any registration of transfer or exchange, but we may require payment of any taxes or other
governmental charges.
We will name in the applicable
prospectus supplement the security registrar, and any transfer agent in addition to the security registrar, that we initially designate
for any debt securities. We may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve
a change in the office through which any transfer agent acts, except that we will be required to maintain a transfer agent in each place
of payment for the debt securities of each series.
If we elect to redeem the
debt securities of any series, we will not be required to:
|
● |
issue, register the transfer of, or exchange any debt securities of that series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of any debt securities that may be selected for redemption and ending at the close of business on the day of the mailing; or |
|
● |
register the transfer of or exchange any debt securities so selected for redemption, in whole or in part, except the unredeemed portion of any debt securities we are redeeming in part. |
Information Concerning the Trustee
The trustee, other than during
the occurrence and continuance of an event of default under an indenture, undertakes to perform only those duties as are specifically
set forth in the applicable indenture and is under no obligation to exercise any of the powers given it by the indentures at the request
of any holder of debt securities unless it is offered reasonable security and indemnity against the costs, expenses and liabilities that
it might incur. However, upon an event of default under an indenture, the trustee must use the same degree of care as a prudent person
would exercise or use in the conduct of his or her own affairs.
Payment and Paying Agents
Unless we otherwise indicate
in the applicable prospectus supplement, we will make payment of the interest on any debt securities on any interest payment date to the
person in whose name the debt securities, or one or more predecessor securities, are registered at the close of business on the regular
record date for the interest payment.
We will pay principal of and
any premium and interest on the debt securities of a particular series at the office of the paying agents designated by us, except that
unless we otherwise indicate in the applicable prospectus supplement, we will make interest payments by check that we will mail to the
holder or by wire transfer to certain holders. Unless we otherwise indicate in the applicable prospectus supplement, we will designate
the corporate trust office of the trustee as our sole paying agent for payments with respect to debt securities of each series. We will
name in the applicable prospectus supplement any other paying agents that we initially designate for the debt securities of a particular
series. We will maintain a paying agent in each place of payment for the debt securities of a particular series.
All money we pay to a paying
agent or the trustee for the payment of the principal of or any premium or interest on any debt securities that remains unclaimed at the
end of two years after such principal, premium or interest has become due and payable will be repaid to us, and the holder of the debt
security thereafter may look only to us for payment thereof.
Governing Law
The indentures and the debt
securities will be governed by and construed in accordance with the laws of the State of New York, except to the extent that the Trust
Indenture Act is applicable.
Ranking Debt Securities
The subordinated debt securities
will be unsecured and will be subordinate and junior in priority of payment to certain other indebtedness to the extent described in a
prospectus supplement. The subordinated indenture does not limit the amount of subordinated debt securities that we may issue. It also
does not limit us from issuing any other secured or unsecured debt.
The senior debt securities
will be unsecured and will rank equally in right of payment to all our other senior unsecured debt. The senior indenture does not limit
the amount of senior debt securities that we may issue. It also does not limit us from issuing any other secured or unsecured debt.
DESCRIPTION OF WARRANTS
The following description,
together with the additional information we may include in any applicable prospectus supplements and free writing prospectuses, summarizes
the material terms and provisions of the warrants that we may offer under this prospectus, which may consist of warrants to purchase common
stock, preferred stock or debt securities and may be issued in one or more series. Warrants may be offered independently or together with
common stock, preferred stock or debt securities offered by any prospectus supplement, and may be attached to or separate from those securities.
While the terms we have summarized below will apply generally to any warrants that we may offer under this prospectus, we will describe
the particular terms of any series of warrants that we may offer in more detail in the applicable prospectus supplement and any applicable
free writing prospectus. The terms of any warrants offered under a prospectus supplement may differ from the terms described below. However,
no prospectus supplement will fundamentally change the terms that are set forth in this prospectus or offer a security that is not registered
and described in this prospectus at the time of its effectiveness.
We may issue the warrants
under a warrant agreement that we will enter into with a warrant agent to be selected by us. If selected, the warrant agent will act solely
as an agent of ours in connection with the warrants and will not act as an agent for the holders or beneficial owners of the warrants.
If applicable, we will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference
from a Current Report on Form 8-K that we file with the SEC, the form of warrant agreement, including a form of warrant certificate, that
describes the terms of the particular series of warrants we are offering before the issuance of the related series of warrants. The following
summaries of material provisions of the warrants and the warrant agreements are subject to, and qualified in their entirety by reference
to, all the provisions of the warrant agreement and warrant certificate applicable to a particular series of warrants. We urge you to
read the applicable prospectus supplement and any applicable free writing prospectus related to the particular series of warrants that
we sell under this prospectus, as well as the complete warrant agreements and warrant certificates that contain the terms of the warrants.
General
We will describe in the applicable
prospectus supplement the terms relating to a series of warrants, including:
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the offering price and aggregate number of warrants offered; |
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the currency for which the warrants may be purchased; |
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if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security or each principal amount of such security; |
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if applicable, the date on and after which the warrants and the related securities will be separately transferable; |
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in the case of warrants to purchase debt securities, the principal amount of debt securities purchasable upon exercise of one warrant and the price at, and currency in which, this principal amount of debt securities may be purchased upon such exercise; |
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in the case of warrants to purchase common stock or preferred stock, the number of shares of common stock or preferred stock, as the case may be, purchasable upon the exercise of one warrant and the price at which these shares may be purchased upon such exercise; |
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the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreements and the warrants; |
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the terms of any rights to redeem or call the warrants; |
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any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants; |
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the dates on which the right to exercise the warrants will commence and expire; |
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the manner in which the warrant agreements and warrants may be modified; |
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United States federal income tax consequences of holding or exercising the warrants; |
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the terms of the securities issuable upon exercise of the warrants; and |
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any other specific terms, preferences, rights or limitations of or restrictions on the warrants. |
Before exercising their warrants,
holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise, including:
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in the case of warrants to purchase debt securities, the right to receive payments of principal of, or premium, if any, or interest on, the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture; or |
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in the case of warrants to purchase common stock or preferred stock, the right to receive dividends, if any, or, payments upon our liquidation, dissolution or winding up or to exercise voting rights, if any. |
Exercise of Warrants
Each warrant will entitle
the holder to purchase the securities that we specify in the applicable prospectus supplement at the exercise price that we describe in
the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants may
exercise the warrants at any time up to the specified time on the expiration date that we set forth in the applicable prospectus supplement.
After the close of business on the expiration date, unexercised warrants will become void.
Holders of the warrants may
exercise the warrants by delivering the warrant certificate representing the warrants to be exercised together with specified information,
and paying the required amount to the warrant agent in immediately available funds, as provided in the applicable prospectus supplement.
We will set forth on the reverse side of the warrant certificate and in the applicable prospectus supplement the information that the
holder of the warrant will be required to deliver to us or the warrant agent as applicable.
Upon receipt of the required
payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other
office indicated in the applicable prospectus supplement, we will issue and deliver the securities purchasable upon such exercise. If
fewer than all of the warrants represented by the warrant certificate are exercised, then we will issue a new warrant certificate for
the remaining amount of warrants. If we so indicate in the applicable prospectus supplement, holders of the warrants may surrender securities
as all or part of the exercise price for warrants.
Enforceability of Rights by Holders of Warrants
If selected, each warrant
agent will act solely as our agent under the applicable warrant agreement and will not assume any obligation or relationship of agency
or trust with any holder of any warrant. A single bank or trust company may act as warrant agent for more than one issue of warrants.
A warrant agent will have no duty or responsibility in case of any default by us under the applicable warrant agreement or warrant, including
any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a warrant may,
without the consent of the related warrant agent or the holder of any other warrant, enforce by appropriate legal action its right to
exercise, and receive the securities purchasable upon exercise of, its warrants.
DESCRIPTION OF UNITS
The following description,
together with the additional information we may include in any applicable prospectus supplements and free writing prospectuses, summarizes
the material terms and provisions of the units that we may offer under this prospectus.
While the terms we have summarized
below will apply generally to any units that we may offer under this prospectus, we will describe the particular terms of any series of
units in more detail in the applicable prospectus supplement. The terms of any units offered under a prospectus supplement may differ
from the terms described below. However, no prospectus supplement will fundamentally change the terms that are set forth in this prospectus
or offer a security that is not registered and described in this prospectus at the time of its effectiveness.
We will file as exhibits to
the registration statement of which this prospectus is a part, or will incorporate by reference from a Current Report on Form 8-K that
we file with the SEC, the form of unit agreement that describes the terms of the series of units we are offering, and any supplemental
agreements, before the issuance of the related series of units. The following summaries of material terms and provisions of the units
are subject to, and qualified in their entirety by reference to, all the provisions of the unit agreement and any supplemental agreements
applicable to a particular series of units. We urge you to read the applicable prospectus supplements related to the particular series
of units that we sell under this prospectus, as well as the complete unit agreement and any supplemental agreements that contain the terms
of the units.
General
We may issue units comprised
of one or more debt securities, shares of common stock, shares of preferred stock and warrants in any combination. Each unit will be issued
so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights
and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities
included in the unit may not be held or transferred separately, at any time or at any time before a specified date.
We will describe in the applicable prospectus supplement
the terms of the series of units, including:
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the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately; |
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any provisions of the governing unit agreement that differ from those described below; and |
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any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units. |
The provisions described in
this section, as well as those described under “Description of Capital Stock,” “Description of Debt Securities”
and “Description of Warrants” will apply to each unit and to any common stock, preferred stock, debt security or warrant
included in each unit, respectively.
Unit Agent
The name and address of the
unit agent, if any, for any units we offer will be set forth in the applicable prospectus supplement.
Issuance in Series
We may issue units in such
amounts and in numerous distinct series as we determine.
Enforceability of Rights by Holders of Units
Each unit agent will act solely
as our agent under the applicable unit agreement and will not assume any obligation or relationship of agency or trust with any holder
of any unit. A single bank or trust company may act as unit agent for more than one series of units. A unit agent will have no duty or
responsibility in case of any default by us under the applicable unit agreement or unit, including any duty or responsibility to initiate
any proceedings at law or otherwise, or to make any demand upon us. Any holder of a unit may, without the consent of the related unit
agent or the holder of any other unit, enforce by appropriate legal action its rights as holder under any security included in the unit.
We, the unit agents and any
of their agents may treat the registered holder of any unit certificate as an absolute owner of the units evidenced by that certificate
for any purpose and as the person entitled to exercise the rights attaching to the units so requested, despite any notice to the contrary.
See “Legal Ownership of Securities.”
LEGAL OWNERSHIP OF SECURITIES
We can issue securities in
registered form or in the form of one or more global securities. We describe global securities in greater detail below. We refer to those
persons who have securities registered in their own names on the books that we or any applicable trustee or depositary or warrant agent
maintain for this purpose as the “holders” of those securities. These persons are the legal holders of the securities. We
refer to those persons who, indirectly through others, own beneficial interests in securities that are not registered in their own names,
as “indirect holders” of those securities. As we discuss below, indirect holders are not legal holders, and investors in securities
issued in book-entry form or in street name will be indirect holders.
Book-Entry Holders
We may issue securities in
book-entry form only, as we will specify in the applicable prospectus supplement. This means securities may be represented by one or more
global securities registered in the name of a financial institution that holds them as depositary on behalf of other financial institutions
that participate in the depositary’s book-entry system. These participating institutions, which are referred to as participants,
in turn, hold beneficial interests in the securities on behalf of themselves or their customers.
Only the person in whose name
a security is registered is recognized as the holder of that security. Global securities will be registered in the name of the depositary
or its participants. Consequently, for global securities, we will recognize only the depositary as the holder of the securities, and we
will make all payments on the securities to the depositary. The depositary passes along the payments it receives to its participants,
which in turn pass the payments along to their customers who are the beneficial owners. The depositary and its participants do so under
agreements they have made with one another or with their customers; they are not obligated to do so under the terms of the securities.
As a result, investors in
a global security will not own securities directly. Instead, they will own beneficial interests in a global security, through a bank,
broker or other financial institution that participates in the depositary’s book-entry system or holds an interest through a participant.
As long as the securities are issued in global form, investors will be indirect holders, and not legal holders, of the securities.
Street Name Holders
We may terminate a global
security or issue securities that are not issued in global form. In these cases, investors may choose to hold their securities in their
own names or in “street name.” Securities held by an investor in street name would be registered in the name of a bank, broker
or other financial institution that the investor chooses, and the investor would hold only a beneficial interest in those securities through
an account he or she maintains at that institution.
For securities held in street
name, we or any applicable trustee or depositary will recognize only the intermediary banks, brokers and other financial institutions
in whose names the securities are registered as the holders of those securities, and we or any such trustee or depositary will make all
payments on those securities to them. These institutions pass along the payments they receive to their customers who are the beneficial
owners, but only because they agree to do so in their customer agreements or because they are legally required to do so. Investors who
hold securities in street name will be indirect holders, not legal holders, of those securities.
Legal Holders
Our obligations, as well as
the obligations of any applicable trustee or third party employed by us or a trustee, run only to the legal holders of the securities.
We do not have obligations to investors who hold beneficial interests in global securities, in street name or by any other indirect means.
This will be the case whether an investor chooses to be an indirect holder of a security or has no choice because we are issuing the securities
only in global form.
For example, once we make
a payment or give a notice to the holder, we have no further responsibility for the payment or notice even if that holder is required,
under agreements with its participants or customers or by law, to pass it along to the indirect holders but does not do so. Similarly,
we may want to obtain the approval of the holders to amend an indenture, to relieve us of the consequences of a default or of our obligation
to comply with a particular provision of an indenture, or for other purposes. In such an event, we would seek approval only from the legal
holders, and not the indirect holders, of the securities. Whether and how the legal holders contact the indirect holders is up to the
legal holders.
Special Considerations for Indirect Holders
If you hold securities through
a bank, broker or other financial institution, either in book-entry form because the securities are represented by one or more global
securities or in street name, you should check with your own institution to find out:
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how it handles securities payments and notices; |
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whether it imposes fees or charges; |
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how it would handle a request for the holders’ consent, if ever required; |
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whether and how you can instruct it to send you securities registered in your own name so you can be a legal holder, if that is permitted in the future; |
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how it would exercise rights under the securities if there were a default or other event triggering the need for holders to act to protect their interests; and |
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if the securities are in book-entry form, how the depositary’s rules and procedures will affect these matters. |
Global Securities
A global security is a security
that represents one or any other number of individual securities held by a depositary. Generally, all securities represented by the same
global securities will have the same terms.
Each security issued in book-entry
form will be represented by a global security that we issue to, deposit with and register in the name of a financial institution or its
nominee that we select. The financial institution that we select for this purpose is called the depositary. Unless we specify otherwise
in the applicable prospectus supplement, The Depository Trust Company, New York, NY, known as DTC, will be the depositary for all securities
issued in book-entry form.
A global security may not
be transferred to or registered in the name of anyone other than the depositary, its nominee or a successor depositary, unless special
termination situations arise. We describe those situations below under “— Special Situations When A Global Security
Will Be Terminated.” As a result of these arrangements, the depositary, or its nominee, will be the sole registered owner and
legal holder of all securities represented by a global security, and investors will be permitted to own only beneficial interests in a
global security. Beneficial interests must be held by means of an account with a broker, bank or other financial institution that in turn
has an account with the depositary or with another institution that does. Thus, an investor whose security is represented by a global
security will not be a legal holder of the security, but only an indirect holder of a beneficial interest in the global security.
If the prospectus supplement
for a particular security indicates that the security will be issued as a global security, then the security will be represented by a
global security at all times unless and until the global security is terminated. If termination occurs, we may issue the securities through
another book-entry clearing system or decide that the securities may no longer be held through any book-entry clearing system.
Special Considerations For Global Securities
As an indirect holder, an
investor’s rights relating to a global security will be governed by the account rules of the investor’s financial institution
and of the depositary, as well as general laws relating to securities transfers. We do not recognize an indirect holder as a holder of
securities and instead deal only with the depositary that holds the global security.
If securities are issued only
as global securities, an investor should be aware of the following:
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an investor cannot cause the securities to be registered in his or her name, and cannot obtain non-global certificates for his or her interest in the securities, except in the special situations we describe below; |
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an investor will be an indirect holder and must look to his or her own bank or broker for payments on the securities and protection of his or her legal rights relating to the securities, as we describe above; |
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an investor may not be able to sell interests in the securities to some insurance companies and to other institutions that are required by law to own their securities in non-book-entry form; |
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an investor may not be able to pledge his or her interest in the global security in circumstances where certificates representing the securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective; |
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the depositary’s policies, which may change from time to time, will govern payments, transfers, exchanges and other matters relating to an investor’s interest in the global security. We and any applicable trustee have no responsibility for any aspect of the depositary’s actions or for its records of ownership interests in the global security. We and the trustee also do not supervise the depositary in any way; |
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the depositary may, and we understand that DTC will, require that those who purchase and sell interests in the global security within its book-entry system use immediately available funds, and your broker or bank may require you to do so as well; and |
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financial institutions that participate in the depositary’s book-entry system, and through which an investor holds its interest in the global security, may also have their own policies affecting payments, notices and other matters relating to the securities. There may be more than one financial intermediary in the chain of ownership for an investor. We do not monitor and are not responsible for the actions of any of those intermediaries. |
Special Situations When A Global Security Will
Be Terminated
In a few special situations
described below, a global security will terminate and interests in it will be exchanged for physical certificates representing those interests.
After that exchange, the choice of whether to hold securities directly or in street name will be up to the investor. Investors must consult
their own banks or brokers to find out how to have their interests in securities transferred to their own names, so that they will be
direct holders. We have described the rights of holders and street name investors above.
A global security will terminate
when the following special situations occur:
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if the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary for that global security and we do not appoint another institution to act as depositary within 90 days; |
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if we notify any applicable trustee that we wish to terminate that global security; or |
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if an event of default has occurred with regard to securities represented by that global security and has not been cured or waived. |
The applicable prospectus
supplement may also list additional situations for terminating a global security that would apply only to the particular series of securities
covered by the prospectus supplement. When a global security terminates, the depositary, and neither we, nor any applicable trustee, is
responsible for deciding the names of the institutions that will be the initial direct holders.
PLAN OF DISTRIBUTION
We may sell the securities
being offered hereby in one or more of the following ways from time to time:
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through agents to the public or to investors; |
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to underwriters for resale to the public or to investors; |
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negotiated transactions; |
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directly to investors; or |
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through a combination of any of these methods of sale. |
As set forth in more detail
below, the securities may be distributed from time to time in one or more transactions:
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at a fixed price or prices, which may be changed; |
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at market prices prevailing at the time of sale; |
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at prices related to such prevailing market prices; or |
We will set forth in a prospectus
supplement the terms of that particular offering of securities, including:
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the name or names of any agents or underwriters; |
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the purchase price of the securities being offered and the proceeds we will receive from the sale; |
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any over-allotment options under which underwriters may purchase additional securities from us; |
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any agency fees or underwriting discounts and other items constituting agents’ or underwriters’ compensation; |
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any initial public offering price; |
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any discounts or concessions allowed or re-allowed or paid to dealers; and |
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any securities exchanges or markets on which such securities may be listed. |
Only underwriters named in
an applicable prospectus supplement are underwriters of the securities offered by that prospectus supplement.
If underwriters are used in
an offering, we will execute an underwriting agreement with such underwriters and will specify the name of each underwriter and the terms
of the transaction (including any underwriting discounts and other terms constituting compensation of the underwriters and any dealers)
in a prospectus supplement. The securities may be offered to the public either through underwriting syndicates represented by managing
underwriters or directly by one or more investment banking firms or others, as designated. If an underwriting syndicate is used, the managing
underwriter(s) will be specified on the cover of the prospectus supplement. If underwriters are used in the sale, the offered securities
will be acquired by the underwriters for their own accounts and may be resold from time to time in one or more transactions, including
negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Any public offering price
and any discounts or concessions allowed or re-allowed or paid to dealers may be changed from time to time. Unless otherwise set forth
in the prospectus supplement, the obligations of the underwriters to purchase the offered securities will be subject to conditions precedent
and the underwriters will be obligated to purchase all of the offered securities if any are purchased.
We may grant to the underwriters
options to purchase additional securities to cover over-allotments, if any, at the public offering price, with additional underwriting
commissions or discounts, as may be set forth in a related prospectus supplement. The terms of any over-allotment option will be set forth
in the prospectus supplement for those securities.
If we use a dealer in the
sale of the securities being offered pursuant to this prospectus or any prospectus supplement, we will sell the securities to the dealer,
as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of
resale. The names of the dealers and the terms of the transaction will be specified in a prospectus supplement.
We may sell the securities
directly or through agents we designate from time to time. We will name any agent involved in the offering and sale of securities and
we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus supplement states otherwise,
any agent will act on a best-efforts basis for the period of its appointment.
We may authorize agents or
underwriters to solicit offers by institutional investors to purchase securities from us at the public offering price set forth in the
prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. We
will describe the conditions to these contracts and the commissions we must pay for solicitation of these contracts in the prospectus
supplement.
In connection with the sale
of the securities, underwriters, dealers or agents may receive compensation from us or from purchasers of the common stock for whom they
act as agents in the form of discounts, concessions or commissions. Underwriters may sell the securities to or through dealers, and those
dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters or commissions from the purchasers
for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of the securities, and any institutional
investors or others that purchase common stock directly and then resell the securities, may be deemed to be underwriters, and any discounts
or commissions received by them from us and any profit on the resale of the common stock by them may be deemed to be underwriting discounts
and commissions under the Securities Act.
We may provide agents and
underwriters with indemnification against particular civil liabilities, including liabilities under the Securities Act, or contribution
with respect to payments that the agents or underwriters may make with respect to such liabilities. Agents and underwriters may engage
in transactions with, or perform services for, us in the ordinary course of business.
We may engage in at the market
offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act. In addition, we may enter into derivative
transactions with third parties (including the writing of options), or sell securities not covered by this prospectus to third parties
in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with such a transaction, the third
parties may, pursuant to this prospectus and the applicable prospectus supplement, sell securities covered by this prospectus and the
applicable prospectus supplement. If so, the third party may use securities borrowed from us or others to settle such sales and may use
securities received from us to close out any related short positions. We may also loan or pledge securities covered by this prospectus
and the applicable prospectus supplement to third parties, who may sell the loaned securities or, in an event of default in the case of
a pledge, sell the pledged securities pursuant to this prospectus and the applicable prospectus supplement. The third party in such sale
transactions will be an underwriter and will be identified in the applicable prospectus supplement or in a post-effective amendment.
To facilitate an offering
of a series of securities, persons participating in the offering may engage in transactions that stabilize, maintain, or otherwise affect
the market price of the securities. This may include over-allotments or short sales of the securities, which involves the sale by persons
participating in the offering of more securities than have been sold to them by us. In those circumstances, such persons would cover such
over-allotments or short positions by purchasing in the open market or by exercising the over-allotment option granted to those persons.
In addition, those persons may stabilize or maintain the price of the securities by bidding for or purchasing securities in the open market
or by imposing penalty bids, whereby selling concessions allowed to underwriters or dealers participating in any such offering may be
reclaimed if securities sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may
be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market.
Such transactions, if commenced, may be discontinued at any time. We make no representation or prediction as to the direction or magnitude
of any effect that the transactions described above, if implemented, may have on the price of our securities.
Unless otherwise specified
in the applicable prospectus supplement, each class or series of securities will be a new issue with no established trading market, other
than our common stock, which is listed on The Nasdaq Capital Market. We may elect to list any other class or series of securities on any
exchange or market, but we are not obligated to do so. It is possible that one or more underwriters may make a market in a class or series
of securities, but the underwriters will not be obligated to do so and may discontinue any market making at any time without notice. We
cannot give any assurance as to the liquidity of the trading market for any of the securities.
In order to comply with the
securities laws of some U.S. states or territories, if applicable, the securities offered pursuant to this prospectus will be sold in
those states only through registered or licensed brokers or dealers. In addition, in some states securities may not be sold unless they
have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement
is available and complied with.
Any underwriter may engage
in overallotment, stabilizing transactions, short covering transactions and penalty bids in accordance with Regulation M under the Exchange
Act. Overallotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids
to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. Short covering transactions involve
purchases of the securities in the open market after the distribution is completed to cover short positions. Penalty bids permit the underwriters
to reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased in a covering transaction
to cover short positions. Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced,
the underwriters may discontinue any of these activities at any time.
Any underwriters who are qualified
market makers on The Nasdaq Capital Market may engage in passive market making transactions in the securities on The Nasdaq Capital Market
in accordance with Rule 103 of Regulation M, during the business day prior to the pricing of the offering, before the commencement of
offers or sales of the securities. Passive market makers must comply with applicable volume and price limitations and must be identified
as passive market makers. In general, a passive market maker must display its bid at a price not in excess of the highest independent
bid for such security. If all independent bids are lowered below the passive market maker’s bid, however, the passive market maker’s
bid must then be lowered when certain purchase limits are exceeded.
LEGAL MATTERS
The validity of the issuance
of the securities offered hereby will be passed upon for us by Sheppard, Mullin, Richter & Hampton LLP, New York, NY. Additional legal
matters may be passed upon for us or any underwriters, dealers or agents, by counsel that we will name in the applicable prospectus supplement.
EXPERTS
Our consolidated financial
statements as of and for the years ended December 31, 2022 and 2021, incorporated by reference in this prospectus and the registration
statement, of which it forms a part, have been audited by WithumSmith+Brown, PC, independent registered public accounting firm, as set
forth in their report thereon incorporated by reference herein, and are included in reliance on such report given on the authority of
such firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus constitutes
a part of the registration statement on Form S-3 that we have filed with the SEC under the Securities Act. As permitted by the SEC’s
rules, this prospectus and any accompanying prospectus supplement, which forms a part of the registration statement, do not contain all
of the information that is included in the registration statement. You will find additional information about us in the registration statement.
Any statement made in this prospectus or any accompanying prospectus supplement concerning legal documents are not necessarily complete
and you should read the documents that are filed as exhibits to the registration statement or otherwise filed with the SEC for a more
complete understanding of the document or matter.
We are subject to the reporting
requirements of the Exchange Act and file annual, quarterly and current reports, proxy statements and other information with the SEC.
You can read our SEC filings, including the registration statement, over the internet at the SEC’s website at http://www.sec.gov.
We also maintain a website at www.hoththerapeutics.com, at which you may access these materials free of charge as soon as
reasonably practicable after they are electronically filed with, or furnished to, the SEC. The information contained in, or that can be
accessed through, our website is not part of this prospectus.
You may also read and copy
any document we file with the SEC at its public reference facilities at 100 F Street, N.E., Room 1580, Washington, DC 20549. You may also
obtain copies of these documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities. You may
also request a copy of these filings, at no cost, by writing or telephoning us at: 1 Rockefeller Plaza, Suite 1039, New York, New
York, 10020, (646) 756-2997.
INCORPORATION OF DOCUMENTS BY REFERENCE
This prospectus is part of
the registration statement, but the registration statement includes and incorporates by reference additional information and exhibits.
The SEC permits us to “incorporate by reference” the information contained in documents we file with the SEC, which means
that we can disclose important information to you by referring you to those documents rather than by including them in this prospectus.
Information that is incorporated by reference is considered to be part of this prospectus and you should read it with the same care that
you read this prospectus and any subsequent prospectus supplement. Information that we file later with the SEC will automatically update
and supersede the information that is either contained, or incorporated by reference, in this prospectus, and will be considered to be
a part of this prospectus from the date those documents are filed.
We incorporate by reference
the documents listed below, all filings filed by us pursuant to the Exchange Act after the date of the registration statement of which
this prospectus and any accompanying prospectus supplement forms a part, and any future filings we make with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the time that all securities covered by this prospectus have been sold; provided, however,
that we are not incorporating any information furnished under either Item 2.02 or Item 7.01 of any Current Report on Form 8-K and exhibits
furnished on such form that relate to such items:
| ● | our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 31,
2023; |
| ● | our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 filed with the SEC on May 15, 2023; |
| ● | our definitive Proxy Statement on Schedule 14A for our 2022 Annual Meeting of Shareholders filed with the SEC on April 27, 2022; |
| ● | our definitive Proxy Statement on Schedule 14A for our 2022 Special Meeting of Shareholders filed with the SEC on November 14, 2022;
and |
| ● | the description of our common stock contained in our Registration Statement on Form 8-A filed with the
SEC on February 6, 2019, including any amendments or reports filed with the SEC for the purposes of updating such description. |
Any statements made in a document
incorporated by reference in this prospectus are deemed to be modified or superseded for purposes of this prospectus to the extent that
a statement in this prospectus or in any other subsequently filed document, which is also incorporated by reference, modifies or supersedes
the statement. Any statement made in this prospectus is deemed to be modified or superseded to the extent a statement in any subsequently
filed document, which is incorporated by reference in this prospectus, modifies or supersedes such statement. Any statement so modified
or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
The information relating to
us contained in this prospectus should be read together with the information in the documents incorporated by reference. In addition,
certain information, including financial information, contained in this prospectus or incorporated by reference in this prospectus should
be read in conjunction with documents we have filed with the SEC.
We will provide to each person,
including any beneficial holder, to whom a prospectus is delivered, at no cost, upon written or oral request, a copy of any or all of
the information that has been incorporated by reference in the prospectus but not delivered with the prospectus. Requests for documents
should be by writing to or telephoning us at the following address: Hoth Therapeutics, Inc., 1 Rockefeller Plaza, Suite 1039, New
York, New York, 10020, (646) 756-2997. Exhibits to these filings will not be sent unless those exhibits have been specifically
incorporated by reference in such filings.
Hoth Therapeutics, Inc.
549,275 Shares of Common Stock
Pre-Funded Warrants to Purchase 550,725 Shares
of Common Stock
(and the shares of Common Stock underlying the
Pre-Funded Warrants)
PROSPECTUS SUPPLEMENT
H.C. Wainwright & Co.
September 13, 2023
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