Hoth Therapeutics Inc
For the period ended Aug 5, 2025. Filed Jun 16, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Aug 5, 2025 · Filed Jun 16, 2025
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**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:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under § 240.14a-12 |
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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):
| ☒ | No fee required |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11 |
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**HOTH THERAPEUTICS, INC.
**1177 Avenue of the Americas, 5 th Floor, Suite 5066
New York, NY 10036
**NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 5, 2025
To the Shareholders of Hoth Therapeutics, Inc.:
The 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”) of Hoth Therapeutics, Inc., a Nevada corporation (the “Company,” “we,” “us,” or “our”), will be held on Tuesday, August 5, 2025, at 12:00 p.m. Eastern Time. The 2025 Annual Meeting will be a completely virtual meeting which will be conducted via live webcast. You will be able to attend the 2025 Annual Meeting by visitingwww.virtualshareholdermeeting.com/HOTH2025.
In addition to voting by submitting your proxy prior to the 2025 Annual Meeting, you also will be able to vote your shares electronically during the 2025 Annual Meeting. Further details regarding the virtual meeting are included in the accompanying proxy statement. At the 2025 Annual Meeting, the holders of our outstanding common stock will act on the following matters:
| 1. | To elect members of the Company’s board directors (the “Board”) to serve for a one-year term to expire at the 2026 annual meeting of shareholders; |
| 2. | To ratify the appointment of WithumSmith+Brown, PC (“Withum”) as our independent registered public accounting firm for the fiscal year ending December 31, 2025; |
| 3. | To approve an amendment to the Hoth Therapeutics, Inc. Amended and Restated 2022 Omnibus Equity Incentive Plan (as amended, the “2022 Plan”) to increase the number of shares of common stock reserved for issuance thereunder to 3,091,317 shares from 1,091,317 shares (the “Plan Amendment”); |
| 4. | Approve, on an advisory basis, of the frequency of an advisory vote on named executive officer compensation (Say-on-Frequency); |
| 5. | Approve, on an advisory basis, of the 2024 compensation of our named executive officer (Say-on-Pay); and |
| 6. | To transact such other business as may properly be brought before the 2025 Annual Meeting or any adjournment or postponement thereof. |
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, 2025 (Proposal 2); “FOR” the approval of the Plan Amendment (Proposal 3); in the case of the advisory vote on the frequency of the named executive officer compensation vote, a vote “FOR” a frequency of “three years”of an advisory vote on named executive officer compensation(Proposal 4); and“FOR” the approval, on an advisory basis, of the 2024 compensation of our named executive officer disclosed in this proxy statement (Proposal 5).
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 16, 2025, 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 13, 2025, the record date for the 2025 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:
| ● | Vote over the Internet, by going to www.proxyvote.com (have your Notice or proxy card in hand when you access the website); |
| ● | Vote by Mail, if you received (or requested and received) a printed copy of the proxy materials, by returning the enclosed proxy card (signed and dated) in the envelope provided; |
| ● | Vote by phone by calling 1-800-690-6903; or |
| ● | Vote online at the 2025 Annual Meeting at www.virtualshareholdermeeting.com/HOTH2025. |
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 2025 Annual Meeting will be a virtual shareholder meeting, conducted via live audio webcast, through which you can submit questions and vote online. The 2025 Annual Meeting can be accessed by visitingwww.virtualshareholdermeeting.com/HOTH2025and entering your 16-digit control number (included on the Notice mailed to you).
Whether or not you plan to attend the 2025 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 call our proxy solicitor, Campaign Management:
Strategic Stockholder Advisor and Proxy Solicitation Agent
15 West 38 th Street, Suite #747, New York, New York 10018
North American Toll-Free Phone:
1-844-410-4009
Email: info@campaign-mgmt.com
Call Collect Outside North America: +1 (212) 632-8422
By Order of the Board of Directors,
/s/ Robb Knie
Robb Knie
Chief Executive Officer, President and Chairman
New York, NY
June 16, 2025
**HOTH THERAPEUTICS, INC.
**1177 Avenue of the Americas, 5 th Floor, Suite 5066
New York, NY 10036
PROXY STATEMENT
**FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 5, 2025
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2025 Annual MEETING TO BE HELD ON TUESDAY, AUGUST 5, 2025
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, 2024 (the “2024 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., 1177 Avenue of the Americas, 5 th Floor, Suite 5066, New York, NY 10036.
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 2025 annual meeting of shareholders (the “2025 Annual Meeting” or “Annual Meeting”). The 2025 Annual Meeting will be held on August 5, 2025 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 2025 Annual Meeting by visitingwww.virtualshareholdermeeting.com/HOTH2025.
On or about June 16, 2025, 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 2024 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.
TABLE OF CONTENTS
| Page | |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING | 1 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 6 |
| CORPORATE GOVERNANCE | 8 |
| AUDIT COMMITTEE REPORT | 13 |
| EXECUTIVE OFFICERS | 13 |
| EXECUTIVE COMPENSATION | 14 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 19 |
| PROPOSAL 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 21 |
| PROPOSAL 3: AMENDMENT TO THE HOTH THERAPEUTICS, INC. AMENDED AND RESTATED 2022 OMNIBUS EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE THEREUNDER | 22 |
| PROPOSAL 4: APPROVAL, ON AN ADVISORY BASIS, OF THE FREQUENCY OF AN ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION (SAY-ON-FREQUENCY) | 30 |
| PROPOSAL 5: APPROVAL, ON AN ADVISORY BASIS, OF THE 2024 COMPENSATION OF OUR NAMED EXECUTIVE OFFICER (SAY-ON-PAY) | 31 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 31 |
| SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS | 32 |
| DELIVERY OF DOCUMENTS TO SHAREHOLDERS SHARING AN ADDRESS | 33 |
| OTHER MATTERS | 33 |
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