Hoth Therapeutics Inc

DEF 14A 1 ea0207116-def14a_hoththerap.htm DEFINITIVE PROXY STATEMENT

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

HOTH THERAPEUTICS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

**HOTH THERAPEUTICS, INC.

**590 Madison Ave., 21st Floor

New York, NY 10022

**NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON AUGUST 7, 2024

To the Shareholders of Hoth Therapeutics, Inc.:

The 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”) of Hoth Therapeutics, Inc., a Nevada corporation (the “Company,” “we,” “us,” or “our”), will be held on Wednesday, August 7, 2024, at 12:00 p.m. Eastern Time. The 2024 Annual Meeting will be a completely virtual meeting which will be conducted via live webcast. You will be able to attend the 2024 Annual Meeting by visitingwww.virtualshareholdermeeting.com/HOTH2024.

In addition to voting by submitting your proxy prior to the 2024 Annual Meeting, you also will be able to vote your shares electronically during the 2024 Annual Meeting. Further details regarding the virtual meeting are included in the accompanying proxy statement. At the 2024 Annual Meeting, the holders of our outstanding common stock will act on the following matters:

Our Board unanimously recommends that you vote: “FOR” the election of our Board’s director nominees (Proposal 1); “FOR” the ratification of the appointment of Withum as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (Proposal 2); and “FOR” the approval of the Plan Amendment (Proposal 3).

Instead of mailing a printed copy of our proxy materials to all of our shareholders, we provide access to these materials via the Internet. This reduces the amount of paper necessary to produce these materials as well as the costs associated with mailing these materials to all shareholders. Accordingly, on or about June 18, 2024, we will begin mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to all shareholders of record on our books at the close of business on June 14, 2024, the record date for the 2024 Annual Meeting, and will post our proxy materials on the website referenced in the Notice. As more fully described in the Notice, shareholders may choose to access our proxy materials on the website referred to in the Notice or may request to receive a printed set of our proxy materials. In addition, the Notice and website provide information regarding how you may request to receive proxy materials in printed form by mail, or electronically by email, on an ongoing basis.

If you are a shareholder of record, you may vote in one of the following ways:

If your shares are held in “street name,” meaning that they are held for your account by a broker or other nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted.

The 2024 Annual Meeting will be a virtual shareholder meeting, conducted via live audio webcast, through which you can submit questions and vote online. The 2024 Annual Meeting can be accessed by visitingwww.virtualshareholdermeeting.com/HOTH2024and entering your 16-digit control number (included on the Notice mailed to you).

Whether or not you plan to attend the 2024 Annual Meeting virtually, we urge you to take the time to vote your shares.

If you have any questions or need assistance voting your shares, please contact InvestorCom at:

19 Old Kings Highway S., Suite 130

Darien, CT 06820

Toll Free (877) 972-0090

Banks and Brokers call collect (203) 972-9300

Emails: info@investor-com.com or proxy@investor-com.com

By Order of the Board of Directors,

/s/ Robb Knie

Robb Knie

Chief Executive Officer, President and Director

New York, NY

June 17, 2024

**HOTH THERAPEUTICS, INC.

**590 Madison Ave., 21st Floor

New York, NY 10022

PROXY STATEMENT

**FOR THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON AUGUST 7, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2024 Annual MEETING TO BE HELD ON WEDNESDAY, AUGUST 7, 2024

Copies of this proxy statement, the form of proxy card and the Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Annual Report”) are available without charge at www.ProxyVote.com, by telephone at 1-800-579-1639, by email to sendmaterial@proxyvote.com, or by notifying our Corporate Secretary, in writing, at Hoth Therapeutics, Inc., 590 Madison Ave., 21st Floor, New York, NY 10022.

The board of directors (“Board” or “Board of Directors”) of Hoth Therapeutics, Inc. (“Company,” “we,” “us,” or “our”) is soliciting the enclosed proxy for use at its 2024 annual meeting of shareholders (the “2024 Annual Meeting” or “Annual Meeting”). The 2024 Annual Meeting will be held on August 7, 2024 at 12:00 p.m. Eastern Time, and will be a completely virtual meeting which will be conducted via live webcast. You will be able to attend the 2024 Annual Meeting by visitingwww.virtualshareholdermeeting.com/HOTH2024.

On or about June 18, 2024, we will begin mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to our shareholders (other than those who previously requested electronic or paper delivery of proxy materials), directing shareholders to a website where they can access our proxy materials, including this proxy statement and the 2023 Annual Report, and view instructions on how to vote. If you would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Notice. If you have previously elected to receive our proxy materials electronically, you will continue to receive access to those materials via e-mail unless you elect otherwise.

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