Stockholders Equity | NOTE 5 - Stockholders Equity Securities Purchase Agreement On December 29, 2022, the Company entered into a securities purchase agreement with an accredited investor pursuant to which it sold (i) 140,000 shares of common stock, (ii) December Pre-Funded Warrants to purchase up to 1,860,000 shares of common stock and (iii) December Common Stock Warrants to purchase up to 2,500,000 shares of common stock at a purchase price of $5.00 per share and accompanying warrant (less $0.001 for each December Pre-Funded Warrant) in a private placement for aggregate gross proceeds of approximately $10 million, exclusive of placement agent commission and fees and other offering expenses, and approximately $8.9 million in net proceeds. The closing of the offering occurred on January 3, 2023. 2018 Equity Incentive Plan The compensation committee of the board of directors increased the number of shares reserved pursuant to the Company’s 2018 Equity Incentive Plan (“2018 Plan”) by 26,878 shares effective as of January 1, 2021, such that as of January 1, 2021, the Company had an aggregate of 66,878 shares of common stock reserved for issuance pursuant to the 2018 Plan. On June 24, 2021, at the annual meeting of shareholders, shareholders of the Company approved an amendment to the 2018 Plan to further increase the number of shares reserved for issuance thereunder from 66,878 shares to 146,878 shares. On February 2, 2022, the compensation committee of the board of directors further increased the number of shares reserved for issuance under the 2018 Plan from 146,878 shares to 156,878 shares. On January 11, 2023, the compensation committee of the board of directors further increased the number of shares reserved for issuance under the 2018 Plan from 156,878 shares to 166,878 shares. 2022 Equity Incentive Plan On March 24, 2022, the Company’s board of directors adopted the Hoth Therapeutics, Inc. 2022 Omnibus Equity Incentive Plan (the “2022 Plan”) initially reserving 96,000 shares of the Company’s common stock for issuance thereunder. The 2022 Plan became effective on June 23, 2022 upon approval of the 2022 Plan by the Company’s shareholders at the Company’s annual meeting of shareholders. Restricted Stock Awards A summary of the Company’s restricted stock awards granted under the equity incentive plans during the six months ended June 30, 2023 is as follows: Number of Weighted Nonvested at December 31, 2022 3,384 $ 3.16 Nonvested at June 30, 2023 3,384 $ 3.16 As of June 30, 2023, approximately $6,000 of unrecognized stock-based compensation expense was related to restricted stock awards. The weighted average remaining contractual terms of unvested restricted stock awards was approximately 1.0 year at June 30, 2023. Stock Options A summary of option activity under the Company’s stock option plan for the six months ended June 30, 2023 is presented below: Number of Shares Weighted Total Weighted Outstanding as of December 31, 2022 104,651 $ 49.80 $ — 8.3 Outstanding as of June 30, 2023 104,651 $ 49.80 $ — 7.8 Options vested and exercisable as of June 30, 2023 104,651 $ 49.80 $ — 7.8 All stock compensation associated with the amortization of employee stock option expense was recorded as a component of compensation and related expense in the condensed consolidated statements of operations and comprehensive loss. All stock compensation associated with the amortization of nonemployee stock option expense was recorded as a component of professional fees in the condensed consolidated statements of operations and comprehensive loss. Estimated future stock-based compensation expense relating to unvested stock options is $0. Stock Based Compensation Stock-based compensation expense for the three and six months ended June 30, 2023 and 2022 was as follows: Three Months Ended Six Months Ended 2023 2022 2023 2022 Employee stock option awards $ — $ — — 560,376 Non-employee restricted stock awards 1,994 585 3,966 1,375 Non-employee stock warrant awards 7,754 14,953 16,412 31,225 $ 9,748 $ 15,538 $ 20,378 $ 592,976 Employee and director related stock-based compensation was included in compensation and related expenses, and non-employee related stock-based compensation was included in professional fees and research and development related with licenses acquisition in the consolidated statements of operations and comprehensive loss. Warrants On December 29, 2022, the Company entered into a securities purchase agreement with an accredited investor pursuant to which it sold (i) 140,000 shares of common stock, (ii) December Pre-Funded Warrants to purchase up to 1,860,000 shares of common stock and (iii) December Common Stock Warrants to purchase up to 2,500,000 shares of common stock at a purchase price of $5.00 per share and accompanying warrant (less $0.001 for each December Pre-Funded Warrant), in a private placement, for aggregate gross proceeds of approximately $10 million, exclusive of placement agent commission and fees and other offering expenses. The closing of the offering occurred on January 3, 2023. Each December Common Stock Warrant is exercisable for a period of five and one-half years from the issuance date at an exercise price of $5.00 per share, subject to adjustment, and may, under certain circumstances, be exercised on a cashless basis. Each December Pre-Funded Warrant is exercisable until exercised in full at an exercise price of $0.001 per share and may be exercised on a cashless basis. The measurement of fair value of the December Pre-Funded Warrants was determined utilizing a Black-Scholes model considering all relevant assumptions current at January 3, 2023, the date of issuance (i.e., share price of $6.56, exercise price of $0.001, term of 30 years beginning January 3, 2023 (as these do not have an expiration date), volatility of 135.07%, risk-free rate of 3.88%, and expected dividend rate of 0%). The grant date fair value of the December Pre-Funded Warrants was estimated to be $12.2 million on January 3, 2023 and is reflected within additional paid-in capital as of March 31, 2023 as the Pre-Funded Warrants were determined to be equity classified. The measurement of fair value of the December Common Stock Warrants was determined utilizing a Black-Scholes model considering all relevant assumptions current at January 3, 2023, the date of issuance (i.e., share price of $6.56, exercise price of $5.00, term of five and a half years beginning January 3, 2023, volatility of 135.07%, risk-free rate of 3.94%, and expected dividend rate of 0%). The grant date fair value of these December Common Stock Warrants was estimated to be $15.0 million on January 3, 2023 and is reflected within additional paid-in capital as of March 31, 2023 as the December Common Stock Warrants were determined to be equity classified. On various dates in February 2023, the investor exercised all the December Pre-Funded Warrants for 1,860,000 shares of the Company’s common stock for proceeds to the Company of $1,860. In addition, pursuant to the terms of the offering, the Company issued the designees of the placement agent, H.C. Wainwright & Co., LLC, the December Wainwright Warrants to purchase up to 100,000 shares of the Company’s common stock. The December Wainwright Warrants had a determined fair value of $591,090 as of the date of issuance. The December Wainwright Warrants are exercisable for a period of five and one-half years from the issuance date at an exercise price of $6.25 per share, subject to adjustment, and may, under certain circumstances, be exercised on a cashless basis. As these December Wainwright Warrants were issued for services provided in facilitating the private placement, the Company recorded the fair value of such December Wainwright Warrants as a cost of capital on the issuance date. The measurement of fair value was determined utilizing a Black-Scholes model considering all relevant assumptions current at January 3, 2023, the date of issuance (i.e., share price of $6.56, exercise price of $6.25, term of five and a half years beginning January 3, 2023, volatility of 135.07%, risk-free rate of 3.94%, and expected dividend rate of 0%). A summary of warrant activity for the six months ended June 30, 2023 is as follows: Number of Weighted Total Intrinsic Weighted Outstanding as of December 31, 2022 402,840 $ 49.73 $ — 1.4 Issued 4,460,000 2.94 — — Exercised (1,860,000 ) 0.001 — — Outstanding as of June 30, 2023 3,002,840 11.04 — 4.58 Warrants exercisable as of June 30, 2023 3,002,840 $ 11.04 $ — 4.58 The Company has determined that the warrants should be accounted as a component of stockholders’ equity. |