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) August 18, 2023
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 5.07 Submission of Matters to a Vote of Security Holders.
On August 18, 2023, Hoth Therapeutics, Inc. (the “Company”) held its 2023 annual meeting of shareholders (the “Annual Meeting”) for the purpose of holding a shareholder vote on Proposals 1, 2 and 3 set forth below. A total of 1,324,075 shares of the Company’s common stock constituting a quorum, were represented in person or by valid proxies at the Annual Meeting.
At the Annual Meeting, the Company’s shareholders (i) re-elected each of Robb Knie, David Sarnoff, Graig Springer, Wayne Linsley and Jeff Pavell as members of the Company’s board of directors to serve until the next annual meeting of shareholders or until their respective successors have been duly elected and qualified, or until such director’s earlier resignation, removal or death; (ii) ratified the appointment of Withum Smith+Brown, PC (“Withum”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023; and (iii) approved the Hoth Therapeutics, Inc. Amended and Restated 2022 Omnibus Equity Incentive Plan (the “Amended and Restated 2022 Plan”).
The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting, as set forth in the Company’s Definitive Proxy Statement, filed with the Securities and Exchange Commission on June 27, 2023, are as follows:
Proposal 1. At the Annual Meeting, the terms of all current members of the Company’s board of directors expired. All of the five nominees for director were elected to serve until the next annual meeting of shareholders or until their respective successors have been duly elected and qualified, or until such director’s earlier resignation, removal or death. The result of the votes to elect the five directors were as follows:
| Directors | For | Against | Abstentions | Broker Non-Votes | ||||||||||||
| Robb Knie | 220,147 | 58,177 | 52,262 | 993,489 | ||||||||||||
| David Sarnoff | 217,637 | 57,613 | 55,336 | 993,489 | ||||||||||||
| Graig Springer | 199,778 | 78,545 | 52,263 | 993,489 | ||||||||||||
| Wayne Linsley | 207,197 | 70,970 | 52,419 | 993,489 | ||||||||||||
| Jeff Pavell | 213,588 | 63,044 | 53,954 | 993,489 | ||||||||||||
Proposal 2. At the Annual Meeting, the shareholders approved the ratification of the appointment of Withum as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The result of the votes to approve Withum was as follows:
| For | Against | Abstain | ||||||||
| 1,111,058 | 158,230 | 54,787 | ||||||||
Proposal 3. At the Annual Meeting, the shareholders approved the Amended and Restated 2022 Plan. The result of the votes to approve the Amended and Restated 2022 Plan was as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 190,903 | 112,224 | 27,459 | 993,489 | |||||||||||
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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: August 21, 2023 | Hoth Therapeutics, Inc. |
| /s/ Robb Knie | |
| Robb Knie | |
| Chief Executive Officer |
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