Hoth Therapeutics Inc美股招股说明书(2026-04-16版)

Up to $1,555,000Common Stock Hoth Therapeutics, Inc. We have entered into an At The Market Offering Agreement dated as of November 8, 2024 (the “Sales Agreement”) with H.C.Wainwright & Co., LLC (the “Sales Agent” or “Wainwright”), relating to the sale of our common stock, par value $0.0001 per share,offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the Sales Agreement, wemay offer and sell shares of our common stock having an aggregate offering price of up to $1,555,000 from time to time throughWainwright acting as our sales agent. Sales of common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in transactions thatare deemed to be “at-the-market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”),including sales made directly on or through The Nasdaq Capital Market LLC (the “Nasdaq”), the existing trading market for ourcommon stock, or any other existing trading market in the United States for our common stock, sales made to or through a marketmaker other than on an exchange or otherwise, directly to the Sales Agent as principal, in negotiated transactions at market pricesprevailing at the time of sale or at prices related to such prevailing market prices, and/or in any other method permitted by law.Wainwright is not required to sell any specific number or dollar amount of shares, but will act as sales agent on a commerciallyreasonable efforts basis consistent with its normal trading and sales practices. There is no arrangement for funds to be received in anyescrow, trust or similar arrangement. We will pay Wainwright a commission of 3.0% of the gross sales price per share of common stock issued by us and sold through it asour sales agent under the Sales Agreement. In connection with the sale of common stock on our behalf, Wainwright will be deemed tobe an “underwriter” within the meaning of the Securities Act and the compensation of Wainwright will be deemed to be underwritingcommissions or discounts. We provide more information about how the shares of common stock will be sold in the section entitled“Plan of Distribution.” Our common stock is traded on Nasdaq under the symbol “HOTH.” On April 13, 2026, the last reported sale price of our commonstock was $0.51 per share. As of the date of this prospectus supplement, the aggregate market value of our common stock held by non-affiliates, or our publicfloat, was approximately $21,176,693 based on a total number of 19,127,643 shares of common stock outstanding, of which18,576,047 shares of common stock were held by non-affiliates, at a price of $1.14 per share, the closing sales price of our commonstock on March 11, 2026, which is the highest closing price of our common stock on The Nasdaq Capital Market within the prior 60days. We have sold approximately $5,503,834 of securities pursuant to General Instruction I.B.6 of Form S-3 during the prior 12-calendar month period that ends on and includes the date of this prospectus supplement (excluding this offering). Accordingly, basedon the foregoing, we are currently eligible under General Instruction I.B.6 of Form S-3 to offer and sell shares of our Common Stockhaving an aggregate offering price of up to approximately $1,555,063. Pursuant to General Instruction I.B.6 of Form S-3, in no eventwill we sell securities in a public primary offering with a value exceeding one-third of our public float in any 12-month period so longas our public float remains below $75.0 million. Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page S-5 of this prospectussupplement, page 8 of the accompanying base prospectus and under similar headings in the documents incorporated byreference into this prospectus supplement and the accompanying base prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying base prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. H.C. Wainwright & Co. The date of this prospectus supplement is April 16, 2026 TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiCAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTSS-iiiPROSPECTUS SUPPLEMENT SUMMARYS-1OFFERING SUMMARYS-4RISK FACTORSS-5DILUTIONS-7USE OF PROCEEDSS-8PLAN OF DISTRIBUTIONS-9LEGAL MATTERSS-11EXPERTSS-11WHERE YOU CAN FIND MORE INFORMATIONS-11INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-12 Prospectus ABOUT THIS PROSPECTUSiiPROSPECTUS SUMMARY1RISK FACTORS9CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS10USE OF PROCEEDS11DESCRIPTION OF CAPITAL STOCK12DESCRIPTION OF DEBT SECURITIES15DESCRIPTION OF WARRANTS22DESCRIPTION OF SUBSCRIPTION RIGHTS24DESCRIPTION OF UNITS25LEGAL OWNERSHIP OF SECURITIES26PLAN OF DISTRIBUTION29LEGAL MATTER