Form 8-K
8-K — Hoth Therapeutics, Inc.
Accession: 0001213900-26-044741
Filed: 2026-04-16
Period: 2026-04-16
CIK: 0001711786
SIC: 2834 (PHARMACEUTICAL PREPARATIONS)
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — ea0286719-8k_hoth.htm (Primary)
EX-5.1 — OPINION OF SHEPPARD MULLIN RICHTER & HAMPTON LLP (ea028671901ex5-1.htm)
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8-K — CURRENT REPORT
8-K (Primary)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
April 16, 2026
Hoth Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
Nevada
001-38803
82-1553794
(State or other jurisdiction
of incorporation)
(Commission File Number)
(I. R. S. Employer
Identification No.)
720 Monroe Street, Suite E514
Hoboken, NJ 07030
(Address of principal executive offices, including
ZIP code)
(866) 239-7459
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, $0.0001 par value
HOTH
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
As
previously reported in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April
1, 2026, Hoth Therapeutics, Inc. (the “Company”) suspended its use of and terminated the prospectus supplement and related
prospectus relating to the potential issuance from time to time of the Company’s common stock pursuant to the At the Market Offering
Agreement, dated November 8, 2024 by and between the Company and H.C. Wainwright & Co., LLC (the “Sales Agreement”). Other
than the termination of the prospectus supplement and prospectus relating to the Sales Agreement, the Sales Agreement remained in full
force and effect.
On
April 16, 2026, in connection with the Company’s intent to resume sales of its securities under the Sales Agreement, the Company
will file a new prospectus supplement to its registration statement on Form S-3 (File No. 333-291566), which registration statement was
previously filed with and declared effective by the SEC on December 4, 2025.
The
legal opinion and consent of Sheppard, Mullin, Richter & Hampton LLP relating to the validity of the securities under the Sales Agreement.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
5.1
Opinion of Sheppard Mullin Richter & Hampton LLP
23.1
Consent of Sheppard Mullin Richter & Hampton LLP (included in Exhibit 5.1)
104
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1
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: April 16, 2026
Hoth Therapeutics, Inc.
/s/ Robb Knie
Robb Knie
Chief Executive Officer
2
EX-5.1 — OPINION OF SHEPPARD MULLIN RICHTER & HAMPTON LLP
EX-5.1
Filename: ea028671901ex5-1.htm · Sequence: 2
Exhibit 5.1
Sheppard, Mullin, Richter & Hampton LLP
30 Rockefeller Plaza
New York, New York 10112-0015
212.653.8700 main
212.653.8701 fax
www.sheppardmullin.com
April 16, 2026
VIA ELECTRONIC MAIL
Hoth Therapeutics, Inc.
720 Monroe Street, Suite E514
Hoboken, NJ 07030
Re: A t-The-Market Offering pursuant to Registration Statement
on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Hoth Therapeutics,
Inc., a Nevada corporation (the “Company”), in connection with the sale through H.C. Wainwright & Co., LLC (the “Manager”)
as the sales agent from time to time by the Company of shares of the common stock of the Company, par value $0.0001 per share (the “Common
Stock”), having an aggregate offering price of up to $1,555,000 (the “Shares”), to be issued pursuant to a registration
statement on Form S-3 (No. 333-291566) filed by the Company with the Securities and Exchange Commission (the “Commission”)
on November 17, 2025 (as amended, the “Registration Statement”), the base prospectus included in the Registration Statement
(the “Base Prospectus”), filed with the Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the
“Act”) and together with the Base Prospectus, the “Prospectus”), and that certain At-The-Market Sales Agreement,
dated as of November 8, 2024, by and between the Company and the Manager (the “Offering Agreement”).
This opinion is being furnished in connection
with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining
to the contents of the Registration Statement or the Prospectus, other than as expressly stated herein with respect to the issue of the
Shares. It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration
Statement is effective under the Act.
In connection with this opinion, we have examined
and relied upon originals or copies, certified or otherwise identified to our satisfaction, of the Registration Statement and the Prospectus,
the Company’s articles of incorporation and bylaws, each as currently in effect, the Agreement, and such records, documents, certificates,
memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We
have assumed: the genuineness of all signatures, including endorsements; the legal capacity and competency of all natural persons; the
authenticity of all documents submitted to us as originals; the conformity to originals of all documents submitted to us as copies, including
facsimile, electronic, certified or photostatic copies; the authenticity of the originals of all documents submitted to us as copies;
the accuracy, completeness and authenticity of certificates of public officials; and the due authorization, execution and delivery of
all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness
thereof. As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we relied upon statements
and representations of officers and other representatives of the Company and others and of public officials and have not independently
verified such facts.
We express no opinion to the extent that future
issuances of securities of the Company and/or anti-dilution adjustments to outstanding securities of the Company cause the number of shares
of Common Stock outstanding or issuable upon conversion or exercise of outstanding securities of the Company to exceed the number of Shares
then issuable under the Agreement.
Based upon the foregoing and subject to the qualifications
and assumptions stated herein, we are of the opinion that, when the Shares are delivered to and paid for in accordance with the terms
of the Agreement, the Registration Statement and the Prospectus, and when evidence of the issuance thereof is duly recorded in the Company’s
books and records, the Shares will be validly issued, fully paid and non-assessable.
In rendering the foregoing opinion, we assumed
that (i) the Company will comply with all applicable requirements in the Nevada Revised
Statutes (the “NRS”) regarding uncertificated shares, and the transfer agent therefor will register the purchaser
of any uncertificated shares as the registered owner thereof in its stock transfer books and records, (ii) each sale of the Shares will
be duly authorized by the Company’s board of directors or a duly authorized committee thereof in accordance with the NRS, and (iii) upon
the issue of any of the Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of
shares of Common Stock the Company is then authorized to issue under its articles of incorporation.
The opinion which we render herein is expressly
limited solely with respect to the laws of the State of Nevada and is based on such laws as in effect on the date hereof. We express no
opinion to the extent that any other laws are applicable to the subject matter hereof and we express no opinion and provide no assurance
with respect to any other laws or as to compliance with any federal or state securities law, rule or regulation.
We hereby consent to the filing of this opinion
with the Commission as an exhibit to the Company’s Current Report on Form 8-K being filed on or about the date hereof and incorporated
by reference into the Registration Statement. We also hereby consent to the reference to our firm in the “Legal Matters” section
in the Prospectus. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required
under Section 7 of the Act or the General Rules and Regulations under the Act.
This opinion is rendered as of the date first
written above and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought
to our attention and which may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set
forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Shares
or any other agreements or transactions that may be related thereto or contemplated thereby. We are expressing no opinion as to any obligations
that parties other than the Company may have under or in respect of the Shares, or as to the effect that their performance of such obligations
may have upon any of the matters referred to above. No opinion may be implied or inferred beyond the opinion expressly stated above.
Respectfully Submitted,
/s/ Sheppard, Mullin, Richter & Hampton LLP
SHEPPARD, MULLIN, RICHTER &
HAMPTON LLP
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