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 15, 2020

 

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.)

 

1 Rockefeller Plaza, Suite 1039  
New York, New York 10020  
(Address of principal executive offices, including ZIP code)  
   
(646) 756-2997  
(Registrant’s telephone number, including area code)  
   
Not Applicable  
(Former name or former address, if changed since last report)  

  

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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Effective as of April 15, 2020, Anthony Hayes resigned as a member of the Board of Directors (the “Board”) of Hoth Therapeutics, Inc. (the “Company”) as well as a member of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Mr. Hayes’ resignation was not the result of any disagreement with the Company, any matter related to the Company’s operations, policies or practices, the Company’s management or the Board.

Effective as of April 15, 2020, the Board appointed Wayne Linsley as a member of the Board and chair of the Audit Committee and Compensation Committee to fill the vacancies created by the resignation of Anthony Hayes. Mr. Linsley will serve for a term expiring at the next annual meeting of shareholders in 2020. 

Since 2011, Mr. Linsley has served as the Vice President of Operations of CFO Oncall, Inc., a company that provides financial management and CFO services, and since 2010 he has served as the Managing Member of Flagship Advisory & Management Group, LLC, a management consulting firm. In addition, since 2019, Mr. Linsley has served as the Chief Executive Officer and sole owner of Executive Outsource Group, Inc., a company that provides financial reporting services. Mr. Linsley has served in various other capacities including Alternate Channels Manager of Mettel; Director of Channel Sales of Impsat, USA; National Accounts Manager of Venali, Inc; and Director of Sales of Broadview Networks. Since January 2020, Mr. Linsley has served as a member of the board of directors of Uppercut Brands, Inc. Mr. Linsley received his bachelor of business administration degree in accounting/business administration from Siena College. We believe Mr. Linsley is qualified to serve as a member of the Board because he has over forty years of business management experience including accounting, audit support and financial reporting.

Effective as of April 15, 2020, the Board appointed Graig Springer as a member of the Nominating and Corporate Governance Committee to fill the vacancy created by the resignation of Anthony Hayes.

Each of Mr. Linsley and Mr. Springer will receive ongoing annual compensation that is consistent with that provided to the Company’s other non-employee directors. In addition, on April 15, 2020, the Board granted each of Mr. Linsley and Mr. Springer 3,333 shares of the Company’s common stock pursuant to the Company’s 2018 Equity Incentive Plan which shares shall vest in 36 equal monthly installments from the date of grant, subject to their continued service as a member of the Board.

 

Except as set forth herein, there is no arrangement or understanding between Mr. Linsley and any other persons pursuant to which Mr. Linsley was selected as a director. There are no related party transactions involving Mr. Linsley that are reportable under Item 404(a) of Regulation S-K.

 

Item 8.01. Other Events.

 

On April 17, 2020, the Company issued a press release announcing the appointment of Wayne Linsley and Graig Springer. A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits.

 

The exhibits listed in the following Exhibit Index are filed as part of this Report.

 

Exhibit No.  
99.1 Press release dated April 17, 2020

 

 

1
 

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 17, 2020 Hoth Therapeutics, Inc.
   
  /s/ Robb Knie
  Robb Knie
  Chief Executive Officer

 

2

 

 

Exhibit 99.1

 

 

 

Hoth Therapeutics Announces Additions to its Board of Directors

 

NEW YORK, NY April 17, 2020/ PR Newswire/ Hoth Therapeutics, Inc. (NASDAQ: HOTH), a biopharmaceutical company, today announced the addition of two independent members, Mr. Graig Springer and Mr. Wayne Linsley, to its Board of Directors. The Company also announced the resignation of current board member, Mr. Anthony Hayes.

 

“Management is pleased to announce the addition of two experienced and successful leaders to our Board,” said Mr. Robb Knie, Chief Executive Officer of Hoth Therapeutics. “I am confident that their experience in business management, financial reporting and capital markets will serve us well as we continue our growth and development. We look forward to leveraging their insights and experience.”

 

Mr. Knie continued, “Anthony Hayes has been a trusted colleague and advisor for many years. On behalf of my fellow directors, the company's management team, and shareholders, I'd like to thank him for the significant contributions he made during his service on Hoth’s Board, we wish him the best in his future endeavors."

 

Graig Springer assisted with product development and governance at Invesco U.S., an investment management company, and from December 2013 to May 2019, he served in various capacities at OppenheimerFunds, Inc., an investment management company acquired by Invesco U.S., including distribution compliance and product development. In addition, Mr. Springer served on the Sub-Adviser Oversight Committee at OppenheimerFunds, Inc. Mr. Springer earned his Juris Doctor from Fordham University School of Law and concentrated in corporate law. Mr. Springer was elected to serve as Notes & Articles Editor for the Fordham Journal of Corporate and Financial Law and was the founding member and Chair of Fordham’s Committee on Diversity in Business Law. Mr. Springer earned his Bachelors of Arts from Columbia College and majored in English and Comparative Literature. 

 

Since 2011, Mr. Linsley has served as the Vice President of Operations of CFO Oncall, Inc., a company that provides financial management and CFO services, and since 2010 he has served as the Managing Member of Flagship Advisory & Management Group, LLC, a management consulting firm. In addition, since 2019, Mr. Linsley has served as the Chief Executive Officer and sole owner of Executive Outsource Group, Inc., a company that provides financial reporting services. Mr. Linsley has served in various other capacities including Alternate Channels Manager of Mettel; Director of Channel Sales of Impsat, USA; National Accounts Manager of Venali, Inc; and Director of Sales of Broadview Networks. Since January 2020, Mr. Linsley has served as a member of the board of directors of Uppercut Brands, Inc. Mr. Linsley received his Bachelor of Business Administration degree in accounting/business administration from Siena College.

 

About Hoth Therapeutics, Inc.


Hoth Therapeutics, Inc. is a clinical-stage biopharmaceutical company focused on developing new generation therapies for dermatological disorders. HOTH's pipeline has the potential to improve the quality of life for patients suffering from indications including atopic dermatitis, chronic wounds, psoriasis, asthma and acne. Hoth recently entered into a Joint Development Agreement to further the development of vaccine prospects to prevent, intercept or treat the Coronavirus (COVID-19) based upon VaxCelerate, a self-assembling vaccine (SAV) platform exclusively licensed by Voltron from the Vaccine and Immunotherapy Center (VIC) at Massachusetts General Hospital (MGH).

 

 

 

 

To learn more, please visit www.hoththerapeutics.com.

  

Forward Looking Statements

This press release includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this press release include, but are not limited to, statements that relate to the joint venture and the preclinical development of the SAV technology for COVID-19 and the potential development of products related to COVID-19 and other information that is not historical information. When used herein, words such as "anticipate", "being", "will", "plan", "may", "continue", and similar expressions are intended to identify forward-looking statements. In addition, any statements or information that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking. All forward-looking statements are based upon Hoth's current expectations and various assumptions. Hoth believes there is a reasonable basis for its expectations and beliefs, but they are inherently uncertain. Hoth may not realize its expectations, and its beliefs may not prove correct. Actual results could differ materially from those described or implied by such forward-looking statements as a result of various important factors, including, without limitation, market conditions and the factors described under the caption "Risk Factors" in Hoth's Form 10K for the period ending December 31, 2019, and Hoth's other filings made with the Securities and Exchange Commission. Consequently, forward-looking statements should be regarded solely as Hoth's current plans, estimates and beliefs. Investors should not place undue reliance on forward-looking statements. Hoth cannot guarantee future results, events, levels of activity, performance or achievements. Hoth does not undertake and specifically declines any obligation to update, republish, or revise any forward-looking statements to reflect new information, future events or circumstances or to reflect the occurrences of unanticipated events, except as may be required by law.

 

Contacts
Investor Relations Contact:
Phone: (646) 756-2997
Email: investorrelations@hoththerapeutics.com 
www.hoththerapeutics.com

 

KCSA Strategic Communications
Valter Pinto, Managing Director
(212) 896-1254
Hoth@kcsa.com