Stockholders Equity | NOTE 5 - Stockholders’ Equity Preferred Stock The Company is authorized to issue up to 10,000,000 shares of preferred stock. This preferred stock may be issued in one or more series, and shall have such designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof as shall be determined at the time of issuance by the Company’s board of directors without further action by the Company’s shareholders. As of March 31, 2024 and December 31, 2023, 5,000,000 shares of the Company’s preferred stock have been designated as Series A Convertible Preferred Stock and 2,000,000 shares of the Company’s preferred stock have been designated as Series B Preferred Stock, and 3,000,000 shares of the Company’s preferred stock remain undesignated. Series A Convertible Preferred Stock The shares of Series A Convertible Preferred Stock, par value $0.0001 per share, are not mandatorily redeemable and do not embody an unconditional obligation to settle in a variable number of equity shares. As such, the shares of Series A Convertible Preferred Stock are classified as permanent equity on the condensed consolidated balance sheets. The holders’ contingent redemption right in the event of certain deemed liquidation events does not preclude permanent equity classification. Further, the shares of Series A Convertible Preferred Stock are considered an equity-like host for purposes of assessing embedded derivative features for potential bifurcation. The embedded conversion feature is considered to be clearly and closely related to the associated convertible preferred stock host instrument and therefore was not bifurcated from the equity host. As of March 31, 2024 and December 31, 2023, no Series A preferred shares are issued and outstanding. Series B Preferred Stock On November 2, 2022, the Company filed a Certificate of Designation of the Series B Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada to create a new class of Series B Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”). The Certificate of Designation designated 2,000,000 shares of authorized preferred stock as Series B Preferred Stock. The Series B Preferred Stock was not entitled to receive dividends or any other distributions. The Series B Preferred Stock was entitled to ten votes per share and voted together with the Company’s issued and outstanding shares of common stock as a single class exclusively with respect to a proposal to increase the number of shares of common stock that the Company was authorized to issue, together with any ancillary or administrative matters necessary or advisable in connection with the implementation of such increase. The Series B Preferred Stock had no rights as to any distribution or assets of the Company upon a liquidation, bankruptcy, reorganization, merger, acquisition, sale, dissolution or winding up of the Company. As of March 31, 2024 and December 31, 2023, no Series B preferred shares are issued and outstanding. Common Shares Common Stock Issued for Warrant Exercise On January 8, 2024, the Company issued 55,675 common shares in connection with the exercise of 55,675 pre-funded warrants. 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. On January 4, 2024, the compensation committee of the board of directors further increased the number of shares reserved for issuance under the 2018 Plan from 166,878 shares to 176,878 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. On June 2, 2023, the Company’s board of directors approved the Hoth Therapeutics, Inc. Amended and Restated 2022 Omnibus Equity Incentive Plan (the “Amended and Restated 2022 Plan”) which was approved by stockholders on August 18, 2023. Under the Amended and Restated 2022 Plan there are 591,317 shares of Company common stock available for grant. Restricted Stock Awards A summary of the Company’s restricted stock awards granted under the equity incentive plans during the three months ended March 31, 2024 is as follows: Number of Weighted Nonvested at December 31, 2023 1,693 3.16 Granted — — Vested — — Nonvested at March 31, 2024 1,693 3.16 As of March 31, 2024, approximately $1,878 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 0.75 years on March 31, 2024. Stock Options On January 5, 2024, pursuant to and subject to the available number of shares reserved under the 2022 Plan, the Company issued an aggregate of 450,000 options to the Company’s employees and directors to purchase 450,000 shares of the Company’s common stock at an exercise price of $1.36 per share. The options vested immediately and expire on January 5, 2034. The aggregate grant date fair value of these options was $512,685, which was recorded as stock-based compensation during the three months ended March 31, 2024. The fair value of option grants was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions: Three Months Ended March 31, 2024 2023 Exercise price $ 1.36 $ - Term (years) 5.0 - Expected stock price volatility 120.00 % - % Risk-free rate of interest 4.02 % - % A summary of option activity under the Company’s stock option plan for the three months ended March 31, 2024 is presented below: Number of Weighted Total Weighted Outstanding as of December 31, 2023 169,362 $ 26.78 $ — 8.4 Employee options issued 450,000 $ 1.36 — — Expired (2,000 ) 147.0 — — Outstanding as of March 31, 2024 617,362 $ 7.86 $ — 9.4 Options vested and exercisable as of March 31, 2024 617,362 $ 7.86 $ — 9.4 All stock compensation associated with the amortization of employee stock option expense was recorded as a component of general and administrative expenses 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 months ended March 31, 2024 and 2023 was as follows: Three Months Ended 2024 2023 Employee and director stock option awards $ 512,685 $ — Non-employee restricted stock awards 665 1,972 Non-employee stock warrant awards - 8,658 $ 513,350 $ 10,630 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 condensed consolidated statements of operations and comprehensive loss. For the three months ended March 31, 2024 and 2023, the amount of stock-based compensation expense included within research and development and general and administrative expenses was as follows: Three Months Ended March 31, 2024 2023 Research and development $ - $ 8,658 General and administrative 513,350 1,972 $ 513,350 $ 10,630 Warrants On March 27, 2024, the Company entered into an inducement offer agreement with the Holder of the January 2023 Existing Warrants to immediately exercise for cash an aggregate 2,500,000 of the January 2023 Existing Warrants to purchase shares of the Company’s common stock at a reduced exercise price of $1.6775 per share for gross proceeds to the Company of approximately $4.2 million before deducting placement agent fees and other offering expenses payable by the Company. The exercised January 2023 Existing Warrants were issued pursuant to a securities purchase agreement dated December 29, 2022 by and between the Company and the Holder. Each January 2023 Existing Warrant was exercisable for a period of five and one-half years from the issuance date at an original exercise price of $5.00 per share. As an inducement to such exercise, the Company agreed to issue new unregistered warrants to purchase up to 3,750,000 shares of the Company’s common stock at an exercise price of $1.50 per share. The warrants are exercisable immediately upon issuance and will expire on July 3, 2028. On April 1, 2024, the Holder of the January 2023 Existing Warrants exercised such warrants, and the Company issued the investor 3,750,000 new warrants. Additionally, in connection with the January 2023 Existing Warrants exercise, the Company issued 125,000 placement agent warrants, which are exercisable until July 3, 2028 at an exercise price of $2.0969 per share. (see Note 7 to the condensed consolidated financial statements). The amendment to the January 2023 Existing Warrants on March 27, 2024 to lower the exercise price thereof and issue unregistered warrants to purchase up to 3,750,000 shares of the Company’s common stock (the “April 2024 Inducement Warrants”) is considered a modification of the January 2023 Existing Warrants under the guidance of ASU 2021-04. The modification is consistent with the “Equity Issuance” classification under that guidance as the reason for the modification was to induce the holders to cash exercise their warrants, resulting in the exercise of the January 2023 Existing Warrants on April 1, 2024. In connection with the January 2023 Existing Warrants exercise on April 1, 2024, the Company raised equity capital and generated net proceeds for the Company of approximately $3.8 million, after deducting placement agent fees and other offering expenses payable by the Company. The total fair value of the consideration of the modification includes the incremental fair value of the January 2023 Existing Warrants (determined by comparing the fair values immediately prior to and immediately after the modification). The fair values were calculated using the Black-Scholes option-pricing model, and the Company determined that the total fair value of the consideration related to the modification of the January 2023 Existing Warrants amounted to $550,500, which is reflected as a deferred offering cost on the accompanying unaudited condensed consolidation balance sheet as of March 31, 2024. The deferred offering cost will be netted against the net proceeds received on April 1, 2024. The fair value of the January 2023 Existing Warrants on the modification date were estimated using the Black-Scholes option-pricing model with the following assumptions: March 27, Exercise price $1.6775 to $5.00 Term (years) 4.25 Expected stock price volatility 109.8% Risk-free rate of interest 4.18% A summary of warrant activity for the three months ended March 31, 2024 is as follows: Number of Weighted Total Weighted Outstanding as of December 31, 2023 4,213,515 $ 7.01 $ — 4.5 Issued — — — — Expired (320,992 ) 48.02 — — Exercised (55,675 ) — — — Outstanding as of March 31, 2024 3,836,848 5.40 — 4.26 Warrants exercisable as of March 31, 2024 3,836,268 $ 5.40 $ — 4.26 The Company has determined that the warrants should be accounted for as a component of stockholders’ equity. |