On September 15, 2023 Hoth Therapeutics, Inc. (NASDAQ: HOTH), a patient-focused biopharmaceutical company, reported that it has entered into a definitive agreement for the purchase and sale of 1,100,000 shares of its common stock (or common stock equivalents in lieu thereof) at a purchase price of $2.63 per share of common stock (or common stock equivalent in lieu thereof) in a registered direct offering priced at-the-market under Nasdaq rules (Press release, Hoth Therapeutics, SEP 15, 2023, View Source [SID1234635182]). In addition, in a concurrent private placement, Hoth will issue unregistered warrants to purchase up to 1,100,000 shares of its common stock. The warrants will have an exercise price of $2.505 per share and will be immediately exercisable upon issuance for a period of five years. The closing of the registered direct offering and the concurrent private placement is expected to occur on or about September 15, 2023, subject to the satisfaction of customary closing conditions.

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H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The gross proceeds to Hoth from the offering are expected to be approximately $2.89 million, before deducting the placement agent’s fees and other offering expenses payable by Hoth. Hoth intends to use the net proceeds from the offering for general working capital needs.

The shares of common stock (or common stock equivalents in lieu thereof) being offered in the registered direct offering (but not the warrants being in the concurrent private placement or the shares of common stock underlying such warrants) are being offered by Hoth pursuant to a "shelf" registration statement on Form S-3 (File No. 333-272620) previously filed with the Securities and Exchange Commission (the "SEC") on June 13, 2023 and declared effective by the SEC on June 16, 2023. The offering of the shares of common stock (or common stock equivalents in lieu thereof) in the registered direct offering is made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus relating to the registered direct offering will be filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC’s website at View Source or by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 865-5711 or e-mail at [email protected].

The warrants described above are being issued in a concurrent private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Regulation D promulgated thereunder and, along with the shares of common stock underlying such warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the warrants and underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.