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Item 9A. Controls and Procedures

2025-03-28 compared with 2024-03-28 · 434 added, 394 removed, 348 unchanged (70% of the section changed)

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls

Our principal executive officer and principal

financial officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined

in Exchange Act Rule 13a-15(e) and 15d-15(e)) as of December 31, 2023, the end of the period covered by this Annual Report on Form 10-K,

have concluded that our disclosure controls and procedures were effective such that the information required to be disclosed by us in

reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s

rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial

officer, as appropriate to allow timely decisions regarding disclosure.

In designing and evaluating the disclosure controls and procedures,

management recognizes that any controls and procedures, no matter how well designed and operated, cannot provide absolute assurance that

the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and

instances of fraud, if any, within a company have been detected.

Management’s Report on Internal Control

of Disclosure Controls

Our management, with the participation of our

principal executive officer and principal financial officer , has evaluated the effectiveness

of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange

Act) as of December 31, 2024, the end of the period covered by this Annual Report on Form 10-K.

Management recognizes that any controls

and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management

necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures.

Based on such evaluation,

our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, as a

result of the material weaknesses in our internal control identified below, our disclosure controls and procedures were not effective

to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (i) recorded,

processed, summarized and reported within the time periods specified in SEC’s rules and forms and (ii) accumulated and communicated

to our management, including our principal executive officer and principal financial officer, as

appropriate to allow timely decisions regarding required disclosures.

Identified Material Weakness

In connection with the audit of our financial

statements as of December 31, 2024 for the years ended December 31, 2024 and 2023, we identified a material weakness in our internal control

over financial reporting.

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f).

Internal control

over financial reporting is a process designed under the supervision and with the participation of our management, including our principal

executive officer and principal financial officer, to provide reasonable assurance regarding the reliability of financial reporting and

the preparation of consolidated financial statements for external purposes in accordance with GAAP.

All internal control systems, no matter

how well designed, have inherent limitations.

Therefore, even those systems determined to be effective can provide only reasonable assurance

with respect to financial statement preparation and presentation.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting,

such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented

or detected on a timely basis.

The material weakness that we have identified relates to the proper classification of prepaid expenses

and other current assets and research and development expenses, which impacted our previously issued consolidated financial statements

as of and for the year ended December 31, 2023, and our previously issued unaudited condensed consolidated financial statements as of

March 31, 2024 and 2023, June 30, 2024 and 2023 and September 30, 2024 and 2023, and for the three months ended March 31, 2024 and 2023,

three and six months ended June 30, 2024 and 2023, and three and nine months ended September 30, 2024 and 2023.

Remediation Plan

Our management, with the oversight of the Audit Committee

of the board of directors, has updated our internal processes and controls to strengthen their effectiveness and developed a remediation

plan which includes the following actions:

Enhance our review procedures over significant contracts with contract research and clinical studies organizations;

Strengthen our review process.

We will not be able to conclude whether the actions

we are taking will fully remediate the material weakness in our internal control over financial reporting until the updated controls

have operated for a sufficient period of time and management has concluded, through testing, that such controls are operating effectively.

We may also conclude that additional measures may be required to remediate the material weakness in our internal control over financial

reporting, which may necessitate further action.

Report on Internal Control Over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined

in Exchange Act Rule 13a-15(f).

Internal control over financial reporting is a process designed under the supervision and with the participation

of our management, including our principal executive officer and principal financial officer, to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with

All internal control systems, no matter how well designed, have inherent limitations.

Therefore, even those systems determined

to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

As of December 31, 2024, under the supervision

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Based on this assessment, our management concluded that, as

of December 31, 2023, our internal control over financial reporting was effective based on such criteria.

Changes in Internal Control Over Financial

There have been no changes in our internal control

over financial reporting that occurred during our last fiscal quarter ended December 31, 2023 that have materially affected, or are reasonably

likely to materially affect, our internal control over financial reporting.

of December 31, 2024, our internal control over financial reporting was not effective based on such criteria, due to the material weakness

in our internal control over financial reporting described above.

in Internal Control Over Financial Reporting

Other than as described above, there have been

no changes in our internal control over financial reporting that occurred during our last fiscal quarter ended December 31, 2024 that

have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We are taking

actions to remediate the material weakness described above, which may result in changes in our internal control over financial reporting

in periods subsequent to December 31, 2024.

OTHER INFORMATION

During our last fiscal quarter ended December

31, 2023, none of our directors or executive officers adopted, modified or terminated a “Rule 10b5-1 trading arrangement”

or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S K.

On March 27, 2024, the Company entered into a

warrant inducement agreement (the “Warrant Inducement Agreement”) with the holder of certain common stock purchase warrants

issued pursuant to a securities purchase agreement dated December 29, 2022 by and between the Company and holder.

Pursuant to the Warrant

Inducement Agreement, the holder has agreed to immediately exercise in cash all 2,500,000 of the common stock purchase warrants at a reduced

exercise price of $1.6675 per share (reduced from $5.00 per share) for gross proceeds to the Company of approximately $4.2 million.

an inducement to such exercise, the Company has agreed to issue to the Holder 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.

Each new warrant will be immediately exercisable upon issuance

and expire on July 3, 2028.

The offering is expected to close on or about April 1, 2024, subject

to satisfaction of customary closing conditions.

The Company intends to use the net proceeds from the offering for general working capital

DISCLOSURE REGARDING FOREIGN JURISDICTIONS

THAT PREVENT INSPECTIONS.

Not applicable.

our last fiscal quarter ended December 31, 2024, none of our directors or executive officers adopted, modified or terminated a “Rule

10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of

Regulation S K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth the name, age and positions of our executive

officers and directors as of March 26, 2024.

President, Chief Executive Officer and Director

David Briones

Chief Financial Officer

Wayne Linsley

Graig Springer

following table sets forth the name, age and positions of our executive officers and directors as of March 28, 2025.

Chief Executive Officer and Director

Financial Officer

The business background and certain other information about our directors

and executive officers is set forth below.

Robb Knie has served as President and Chief Executive

Officer and as a director of the Company since May 2017 and served as our principal financial and accounting officer from June 2018 until

and executive officers are set forth below.

Knie has served as President and Chief Executive Officer and as a director of the Company since May 2017 and served as our principal

financial and accounting officer from June 2018 until March 2019.

From October 2020 to January 2023, Mr.

Knie served as the Chief Executive Officer, Chief Financial Officer and chairman of

the board of directors of FoxWayne Enterprises Acquisition Corp.

(“FoxWayne”), a special purpose acquisition corporation.

Knie served as the Chief Executive

Officer, Chief Financial Officer and chairman of the board of directors of FoxWayne Enterprises Acquisition Corp.

(“FoxWayne”),

a special purpose acquisition corporation.

Knie served as the President of Lifeline Industries Inc.

since its inception in 1995.

From 2002 to 2010 he was a Semiconductor Analyst

for PAW Partners.

From 2002 to 2010 he was a Semiconductor Analyst for PAW Partners.

From 1993 until 1995, Mr.

Knie served as Northeast Regional Manager of American Express Financial Advisors.

has served as a board member for Nasdaq-listed companies.

He has been featured on Bloomberg, The Wall Street Journal and Forbes Magazine

as an Independent Equity Analyst.

Knie served as Northeast Regional Manager

of American Express Financial Advisors.

Knie has served as a board member for Nasdaq-listed companies.

He has been featured on Bloomberg,

The Wall Street Journal and Forbes Magazine as an Independent Equity Analyst.

Knie has over 20 years of equity markets experience.

Knie has been a member of the American

Chemical Society, Institute of Electrical and Electronics Engineers, as well as The National Alliance for Youth Sports.

We believe that

Knie is qualified to serve as a director because of his business and leadership experience and experience as a board member of public

companies in the healthcare industry.

David Briones

Knie has been a member of the American Chemical Society, Institute of Electrical and Electronics Engineers, as well as The National

Alliance for Youth Sports.

We believe that Mr.

Knie is qualified to serve as a director because of his business and leadership experience

and experience as a board member of public companies in the healthcare industry.

David Briones has served as Chief Financial Officer

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companies in financial reporting, internal control development and evaluation, budgeting and forecasting.

Since September 2021, Mr.

has served as Chief Financial Officer, Treasurer and Secretary and a member of the board of directors of Larkspur Healthcare Acquisition

LSPR), a special purpose acquisition corporation.

Since October 2010, he has served as the managing member and founder

of Brio Financial Group, LLC, a full-service financial consulting firm that brings experienced finance and accounting expertise to both

public and private companies.

Since October 2010, he has served

as the managing member and founder of Brio Financial Group, LLC, a full-service financial consulting firm that brings experienced finance

and accounting expertise to both public and private companies.

Since 2010, Mr.

Briones has served over 75 companies as well as numerous banks, hedge funds, venture capital

funds and private equity firms.

Briones has served over 75 companies as well as numerous

banks, hedge funds, venture capital funds and private equity firms.

In addition, from May 2018 until its dissolution in April 2021, Mr.

Briones served as Executive Chair

of Zovis Pharmaceuticals, and from August 2013 to January 2020, Mr.

Briones served as Chief Financial Officer of Petro River Oil Corp.

(“PTRC”), an independent energy company focused on the exploration and development of conventional oil and gas assets.

Briones also served as interim Chief Financial Officer of AdiTx Therapeutics, Inc.

ADTX), a pre-clinical stage, life sciences

company with a mission to prolong life and enhance life quality of transplanted patients from January 2018 to July 2020 (until the company’s

initial public offering).

From October 2017 to May 2018, Mr.

Briones served as the Chief Financial Officer of Bitzumi, Inc., a Bitcoin

exchange and marketplace.

Briones served as Executive Chair of Zovis Pharmaceuticals, and from September 2021 to December 2022, Mr.

Briones served as Chief Financial

Officer, Treasurer and Secretary and a member of the board of directors of Larkspur Healthcare Acquisition Corp.

LSPR), a special

purpose acquisition corporation that merged with ZyVersa Therapeutics Inc.

From August 2013 to January 2020, Mr.

Briones served as Chief

Financial Officer of Petro River Oil Corp., an independent energy company focused on the exploration and development of conventional oil

and gas assets, and from January 2018 to July 2020 (until the company’s initial public offering), Mr.

Briones served as interim

Chief Financial Officer of AdiTx Therapeutics, Inc.

ADTX), a pre-clinical stage, life sciences company with a mission to prolong

life and enhance life quality of transplanted patients.

Prior to founding Brio Financial Group, LLC, Mr.

Briones was an auditor with Bartolomei Pucciarelli, LLC in

Lawrenceville, New Jersey and PricewaterhouseCoopers LLP in New York, New York.

Briones was an auditor with Bartolomei

Pucciarelli, LLC in Lawrenceville, New Jersey and PricewaterhouseCoopers LLP in New York, New York.

Since May 2020, Mr.

Briones has served as a member of

the board of directors of Unique Logistics International Inc (OTC Pink:

Briones received a bachelors of science degree in accounting

from Fairfield University.

Wayne Linsley

Briones has served

as a member of the board of directors of Unique Logistics International Inc (OTC Pink:

Briones received a Bachelor of Science

degree in accounting from Fairfield University.

Linsley has served as a director of the

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sales and sales management, finance (for both public and private companies), accounting, audit support and financial reporting.

a bachelor’s in business administration from Siena College in Loudonville, NY.

From 2009 to September 2021 he worked for a financial

reporting firm that works with publicly traded companies.

He has extensive knowledge of financial statements, MD&A, SEC Filings (10-K,

10-Q, 8-K, etc.) Edgar, etc.

He often negotiated on behalf of clients in such areas as audit fees, transfer agents, Edgar companies, etc.

a bachelor’s in business administration from Siena College in Loudonville, New York.

From 2009 to September 2021, he worked for

a financial reporting firm that works with publicly traded companies.

He has extensive knowledge of financial statements, MD&A, SEC

filings (10-K, 10-Q, 8-K, etc.), Edgar, etc.

He often negotiated on behalf of clients in such areas as audit fees, transfer agents, Edgar

companies, etc.

He currently serves as an independent director for DatChat Inc.

DATS), serving as the chair of its audit committee, compensation

committee and nominating and corporate governance committee, and Silo Pharma, Inc.

SILO) serving as the chair of its audit committee

and compensation committee.

DATS), serving as the chair of its audit committee,

compensation committee and nominating and corporate governance committee, and Silo Pharma, Inc.

SILO) serving as the chair of

its audit committee and compensation committee.

We believe Mr.

Linsley is qualified to serve as a member of the board because of his business management experience.

David Sarnoff has served as a director of the

Company since August 2018.

Linsley is qualified to serve as a member of the board because of his business

management experience.

David Sarnoff has served as a director of the Company since August

Since May 2015, Mr.

Sarnoff has served as the founder and Principal of Sarnoff Group, LLC, and since January

2019, he has served as the Director of Strategic Partnerships and Executive Leadership Coach at Loeb Leadership.

In addition, since December

Sarnoff has served as Adjunct Faculty at iCoach Global (formally known as iCoach New York) with respect to a professional coaching

program affiliated with the Zicklin School of Business at Baruch College.

Sarnoff has served as the founder and Principal of Sarnoff Group, LLC, and since January 2019, he has served

as the Director of Strategic Partnerships and Executive Leadership Coach at Loeb Leadership.

In addition, since December 2021, Mr.

has served as Adjunct Faculty at iCoach Global (formally known as iCoach New York) with respect to a professional coaching program affiliated

with the Zicklin School of Business at Baruch College.

From October 2003 until May 2015, Mr.

Sarnoff served as the

co-founder and Principal of Morandi, Taub & Sarnoff LLC, an executive search firm, and from July 1998 until October 2003 he served

as a Legal Recruiter for Schneider Legal Search, Inc.

Sarnoff served as the co-founder and Principal

of Morandi, Taub & Sarnoff LLC, an executive search firm, and from July 1998 until October 2003 he served as a Legal Recruiter for

Schneider Legal Search, Inc.

From August 1994 until July 1998, Mr.

Sarnoff served as a litigation associate attorney

at Wachtel Missry LLP (formerly known as Gold & Wachtel LLP).

Sarnoff served as a litigation associate attorney at Wachtel Missry

LLP (formerly known as Gold & Wachtel LLP).

Since July 2018, Mr.

Sarnoff has served as a member of the advisory

committee of the New Jersey Association of School Resource Officers.

Sarnoff has served as a member of the advisory committee of the New

Jersey Association of School Resource Officers.

From January 2015 until January 2018, Mr.

Sarnoff served as board

President of Fort Lee Board of Education and served as a board member from January 2013 through January 2019.

Sarnoff served as board President of Fort Lee

Board of Education and served as a board member from January 2013 through January 2019.

In September of 2020, Mr.

Sarnoff was appointed to a three year term on the Diversity, Equity & Inclusion Committee of the New York City Bar Association, and

in September 2022, he was appointed as Co-Chair of that committee.

Sarnoff received his Juris Doctor from Rutgers University School

of Law and his bachelor of arts from Hofstra University.

Sarnoff is admitted to the New York and New Jersey (retired status) state

Sarnoff was appointed

to a three-year term on the Diversity, Equity & Inclusion Committee of the New York City Bar Association, and in September 2022, he

was appointed as Co-Chair of that committee.

Sarnoff received his Juris Doctor from Rutgers University School of Law and his Bachelor

of Arts from Hofstra University.

Sarnoff is admitted to the New York and New Jersey (retired status) state bars.

We believe that Mr.

Sarnoff is qualified to serve as a director because of his legal experience as well as his extensive experience

in executive leadership and business development.

Graig Springer

Sarnoff is qualified to serve as a director because of his legal experience as well as his extensive experience in executive leadership

and business development.

Graig Springer has served as a director of the

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compliance with federal rules and regulations.

Pavell has served as a director of the Company since December 2022.

Jeff Pavell has served as a director of the Company

since December 2022.

Since January 2017, Dr.

Pavell has served as Chief of Rehabilitation

Medicine at Englewood Health, and since November 2021, he has been on the teaching staff at New York-Presbyterian.

In addition, since

December 2020 he has been on the teaching staff at Hackensack Meridian School of Medicine at Seton Hall.

Pavell has served as Chief of Rehabilitation Medicine at Englewood Health, and since November

2021, he has been on the teaching staff at New York-Presbyterian.

In addition, since December 2020 he has been on the teaching staff at

Hackensack Meridian School of Medicine at Seton Hall.

Furthermore, since 2010, Dr.

Pavell has served as a partner at Patient Care Associates, an outpatient surgical center, and since 2002, he has served as a Partner

at the Physical Medicine and Rehabilitation Center, a private medical practice serving patients with spine, sports and occupational injuries.

Pavell is a Board Certified physician specializing in the field of physical medicine and rehabilitation.

Pavell is also certified

in pain medicine and specializes in the most advanced non-operative treatments for spine, sports and interventional pain medicines.

Pavell received his bachelor of arts from Johns Hopkins University and his D.O.

degree with honors from the New York College of Osteopathic

Pavell has served as a partner at Patient Care Associates,

an outpatient surgical center, and since 2002, he has served as a Partner at the Physical Medicine and Rehabilitation Center, a private

medical practice serving patients with spine, sports and occupational injuries.

Pavell is a Board-Certified physician specializing

in the field of physical medicine and rehabilitation.

Pavell is also certified in pain medicine and specializes in the most advanced

non-operative treatments for spine, sports and interventional pain medicines.

Pavell received his Bachelor of Arts from Johns Hopkins

University and his D.O.

degree with honors from the New York College of Osteopathic Medicine.

From January 2021 to January 2023, Dr.

Pavell served as a member of the board of directors as well as chairman of the audit

committee and a member of the compensation committee of FoxWayne, a special purpose acquisition corporation.

Furthermore, since September

Pavell has served as a director of Silo Pharma, Inc.

SILO) (“Silo”) as well as a member of the audit committee,

compensation committee and chair of the nominating and corporate governance committee.

served as a member of the board of directors as well as chairman of the audit committee and a member of the compensation committee of

FoxWayne, a special purpose acquisition corporation.

Furthermore, since September 2022, Dr.

Pavell has served as a director of Silo Pharma,

SILO) as well as a member of the audit committee, compensation committee and chair of the nominating and corporate governance

We believe that Dr.

Pavell is qualified to

serve as a director due to his extensive experience practicing in the healthcare industry as well as his prior experience serving as

a director for other public companies.

Pavell is qualified to serve as a director due to his extensive experience practicing in the healthcare

industry as well as his prior experience serving as a director for other public companies.

Relationships

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audit committee is responsible for, among other things:

approving and retaining

the independent registered public accounting firm to conduct the annual audit of our consolidated financial statements;

reviewing the proposed

scope and results of the audit;

reviewing and pre-approval

of audit and non-audit fees and services;

reviewing accounting and

financial controls with the independent registered public accounting firm and our financial and accounting staff;

reviewing and approving

transactions between us and our directors, officers and affiliates;

establishing procedures

for complaints received by us regarding accounting matters;

overseeing internal audit

functions, if any;

preparing the report of

the audit committee that the rules of the Securities and Exchange Commission require to be included in our annual meeting proxy statement.

and retaining the independent registered public accounting firm to conduct the annual audit of our consolidated financial statements;

the proposed scope and results of the audit;

and pre-approval of audit and non-audit fees and services;

accounting and financial controls with the independent registered public accounting firm and our financial and accounting staff;

and approving transactions between us and our directors, officers and affiliates;

procedures for complaints received by us regarding accounting matters;

internal audit functions, if any;

the report of the audit committee that the rules of the Securities and Exchange Commission require to be included in our annual meeting

proxy statement.

audit committee consists of Wayne Linsley, David Sarnoff and Graig Springer, with Wayne Linsley serving as chair.

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compensation committee is responsible for, among other things:

reviewing and recommending

the compensation arrangements for management, including the compensation for our president and chief executive officer;

establishing and reviewing

general compensation policies with the objective to attract and retain superior talent, to reward individual performance and to achieve

our financial goals;

administering our stock

incentive plans;

preparing the report of

the compensation committee that the rules of the Securities and Exchange Commission require to be included in our annual meeting

proxy statement.

and recommending the compensation arrangements for management, including the compensation for our president and chief executive officer;

and reviewing general compensation policies with the objective to attract and retain superior talent, to reward individual performance

and to achieve our financial goals;

administering

our stock incentive plans;

the report of the compensation committee that the rules of the Securities and Exchange Commission require to be included in our annual

meeting proxy statement.

compensation committee currently consists of Wayne Linsley, Graig Springer and Jeff Pavell, with Wayne Linsley serving as chair.

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nominating and governance committee is responsible for, among other things:

identifying and nominating

members of the board of directors;

developing and recommending

to the board of directors a set of corporate governance principles applicable to our Company;

overseeing the evaluation

of our board of directors.

and nominating members of the board of directors;

and recommending to the board of directors a set of corporate governance principles applicable to our Company;

the evaluation of our board of directors.

nominating and corporate governance committee consists of Wayne Linsley, Graig Springer and David Sarnoff, with Graig Springer serving

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Advisory Board

In July 2017, the board of directors formed a

Scientific Advisory Board (formerly known as the Technology Advisory Board).

As of March 26, 2024, the members of such board are as follows:

July 2017, the board of directors formed a Scientific Advisory Board (formerly known as the Technology Advisory Board).

As of March 28,

2025, the members of such board are as follows:

Mario Lacouture, Dr.

William Weglicki, and Dr.

Adam Friedman as Medical Doctor members and (ii) Dr.

Adam Friedman as Medical Doctor

members and (ii) Dr.

Glenn Cruse, Dr.

Carla Yuede, Dr.

John Cirrito, and Sergio Traversa as Non-Medical Doctor members.

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file within four business days following the date of the amendment or waiver.

Trading Policy

have adopted an insider trading policy governing the purchase, sale, and/or any other disposition of our securities that applies

to our directors, officers and employees, and other covered persons.

We believe that our insider trading policy is reasonably designed

to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to our Company.

A copy of our

insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

in Nominating Procedures

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following table sets forth the compensation paid or accrued during the fiscal year ended December 31, 2024 and 2023 to our principal

executive officer and an additional officer (collectively, the “named executive officers”):

Robb Knie, Chief Executive

Officer and President;

Stefanie Johns, former

Chief Scientific Officer.

and Principal Position

executive officer (the “named executive officer”):

Knie, Chief Executive Officer and President

Name and Principal Position

Incentive Plan

Executive Officer and President

Chief Scientific Officer

Represents payments of

discretionary bonuses for performance during the applicable years as determined by the board, and as further described below Bonus

Arrangements.

Represents the aggregate

grant date fair value of options granted for the fiscal year ended December 31, 2023 and December 31, 2022 as determined in accordance

with FASB ASC Topic 718, rather than the amount paid to or realized by Robb Knie and Stefanie Johns.

Chief Executive Officer and President

payments of discretionary bonuses for performance during the applicable years as determined by the board, and as further described

below Bonus Arrangements.

the aggregate grant date fair value of options granted for the fiscal year ended December 31, 2024 and December 31, 2023 as determined

in accordance with FASB ASC Topic 718, rather than the amount paid to or realized by Robb Knie.

See Note 6, “Stockholders’

Equity” in the notes to the Company’s consolidated financial statements for the fiscal year ended December 31, 2024 and

December 31, 2022 included in this Annual Report on Form 10-K for more information regarding the Company’s accounting for share-based

compensation plans.

All other compensation

represents the employer matching contributions to each Robb Knie’s and Stefanie Johns’ 401(k) accounts and the amounts

received for their executive health or supplemental health insurance premiums.

Knie received (i) an employer 401(k) contribution

in the amounts of $19,800 and $18,000 for fiscal years 2023 and 2022, respectively, and (ii) payments for executive health or supplemental

medical insurance premiums in the amounts of $95,422 and $76,009 for fiscal years 2023 and 2022, respectively.

Johns received

(A) an employer 401(k) contribution in the amounts of $0 and $18,300 for fiscal years 2023 and 2022, respectively, and (B) payments

for executive health or supplemental medical insurance premiums in the amounts of $0 and $34,463 for fiscal years 2023 and 2022,

respectively.

For 2022, all other compensation for Ms.

Johns includes the following in connection with payments received under the

Stefanie Johns Separation Agreement and General Release, dated December 9, 2022, pursuant to which Ms.

Johns was entitled to the

following payments for the fiscal year ended on December 31, 2022:

Stefanie Jones

December 31, 2023 included elsewhere in this Annual Report on Form 10-K for more information regarding the Company’s accounting

for share-based compensation plans.

other compensation represents the employer matching contributions to Robb Knie’s 401(k) account and the amounts received for

his executive health or supplemental health insurance premiums.

Knie received (i) an employer 401(k) contribution in the amount

of $20,475 and $19,800 for fiscal years 2024 and 2023, respectively, and (ii) payments for executive health or supplemental medical

insurance premiums in the amount of $106,632 and $95,422 for fiscal years 2024 and 2023, respectively.

Knie Employment Agreement

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restricted stock, restricted stock units, deferred stock units, annual or long-term performance awards or other stock-based awards.

of December 31, 2023, the outstanding option awards under the 2018 Plan total 79,360, as described in the table “Option Awards”

of December 31, 2024, the outstanding option awards under the 2018 Plan total 77,362 as described in the table under “Outstanding

Equity Awards at December 31, 2024” below.

Equity Incentive Plan

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As of December 31, 2024, the outstanding

option awards under the Amended and Restated 2022 Plan total 90,000, as described in the table “Option Awards” below.

option awards under the Amended and Restated 2022 Plan total 1,013,000 as described in the table under “Outstanding Equity Awards

at December 31, 2024” below.

to the terms of the executive employment agreements described above, the Company, through the board, has the discretion to determine

the amounts of the annual incentive bonus payments which executives may receive Based on the review of the Company’s performance

for calendar year 2023, the board, in its sole discretion, determined to pay the bonuses to the named executive officers listed in the

summary compensation table above.

for calendar year 2024, the board, in its sole discretion, determined to pay the bonus to the named executive officer listed in the summary

compensation table above.

Company maintains a defined contribution employee retirement plan, or 401(k) plan, for its employees.

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and travel costs, other than those costs allowed for all employees.

During 2023, no named executive officers received an allowance from

the Company or any of the above or a reimbursement for any expense incurred for non-business purposes.

During 2024, our named executive officer did not receive an allowance

from the Company or any of the above or a reimbursement for any expense incurred for non-business purposes.

Equity Awards at December 31, 2024

following table provides information regarding option awards held by each of our named executive officers that were outstanding as of

December 31, 2023.

following table provides information regarding option awards held by our named executive officer that were outstanding as of December

There were no stock awards or other equity awards outstanding as of December 31, 2024.

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Unexercisable

Stock options granted to

Robb Knie vested in full immediately upon grant.

Stock options granted to

Robb Knie vested in full immediately upon grant.

Stock options granted to

Robb Knie vested in full immediately upon grant.

Stock options granted to

Robb Knie vested in full immediately upon grant.

Stock options granted to

Robb Knie vested in full immediately upon grant.

options granted to Robb Knie vested in full immediately upon grant.

Versus Performance Disclosure

accordance with the SEC’s disclosure requirements regarding pay versus performance (“PVP”), this section presents the

SEC-defined “Compensation Actually Paid,” (“CAP”) of our NEO for each of the fiscal years ended December 31,

2024 and 2023, and our financial performance.

Also required by the SEC, this section compares CAP to various measures used to gauge performance

at HOTH for each such fiscal year.

versus Performance Table — Compensation Definitions

Bonus, Stock Awards, and All Other Compensation are each calculated in the same manner for purposes of both CAP and Summary Compensation

Table (“SCT”) values.

The primary difference between the calculation of CAP and SCT total compensation is the calculation

of the value of “Stock Awards,” with the table below describing the differences in how these awards are valued for purposes

of SCT total and CAP:

Grant date fair value of stock and option awards granted during the year

Year over year change in the fair value of stock and option awards that are unvested as of the end of the year, or vested or were forfeited during the year

Versus Performance Table

Actually Paid

Initial Fixed

$ (7,786,842 )

$ (7,845,390 )

$ (11,371,953 )

PEO (CEO) in the 2024 and 2023 reporting year is Robb Knie.

CAP was calculated beginning with the PEO’s SCT total.

No amounts were deducted from or added to the applicable SCT total compensation.

Since all equity awards were fully vested prior to 2022, no reconciliation with respect to equity awards for summary compensation numbers

was required.

Director Compensation

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Incentive Plan

Amounts reported represent

the aggregate grant date fair value for option awards granted in each respective year in accordance with FASB ASC Topic 718, excluding

the effect of forfeitures.

See Note 6, “Stockholders’ Equity” in the notes to the Company’s consolidated

financial statements for the fiscal year ended 2023 included in this Annual Report on Form 10-K for the year ended 2023 for more

information regarding the Company’s accounting for share-based compensation plans.

On July 17, 2023, Jeff

Pavell was granted ten-year options to purchase up to 7,500 shares of the Company’s common stock at an exercise price of $2.59,

which options vested in full upon grant.

On July 17, 2023, David

Sarnoff was granted ten-year options to purchase up to 7,500 shares of the Company’s common stock at an exercise price of $2.59,

which options vested in full upon grant.

On July 17, 2023, Graig

Springer was granted ten-year options to purchase up to 7,500 shares of the Company’s common stock at an exercise price of

$2.59, which options vested in full upon grant.

On July 17, 2023, Wayne

Linsley was granted ten-year options to purchase up to 7,500 shares of the Company’s common stock at an exercise price of $2.59,

which options vested in full upon grant.

David Sarnoff

Graig Springer

Wayne Linsley

reported represent the aggregate grant date fair value for option awards granted in each respective year in accordance with FASB

ASC Topic 718, excluding the effect of forfeitures.

See Note 6, “Stockholders’ Equity” in the notes to the Company’s

consolidated financial statements for the fiscal year ended 2024 included elsewhere in this Annual Report on Form 10-K for the year

ended 2024 for more information regarding the Company’s accounting for share-based compensation plans.

January 5, 2024, Jeff Pavell was granted ten-year options to purchase up to 25,000 shares of the Company’s common stock at

an exercise price of $1.36, which options vested in full upon grant, and on August 19, 2024, he was granted additional ten-year options

to purchase up to 25,000 shares of the Company’s common stock at an exercise price of $0.7548, which options vested in full

January 5, 2024, David Sarnoff was granted ten-year options to purchase up to 25,000 shares of the Company’s common stock at

an exercise price of $1.36, which options vested in full upon grant, and on August 19, 2024, he was granted additional ten-year options

to purchase up to 25,000 shares of the Company’s common stock at an exercise price of $0.7548, which options vested in full

January 5, 2024, Graig Springer was granted ten-year options to purchase up to 25,000 shares of the Company’s common stock

at an exercise price of $1.36, which options vested in full upon grant, and on August 19, 2024, he was granted additional ten-year

options to purchase up to 25,000 shares of the Company’s common stock at an exercise price of $0.7548, which options vested

in full upon grant.

January 5, 2024, Wayne Linsley was granted ten-year options to purchase up to 25,000 shares of the Company’s common stock at

an exercise price of $1.36, which options vested in full upon grant, and on August 19, 2024, he was granted additional ten-year options

to purchase up to 25,000 shares of the Company’s common stock at an exercise price of $0.7548, which options vested in full

Director Compensation Policy

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chairs receive an additional one-time $6,000 cash compensation upon appointment for their added services in such roles.

Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

The Compensation Committee

last granted a stock option in January 2025.

The Company does not grant stock options or similar awards to Section 16 Insiders, most SVPs,

and other Vice Presidents and above who directly report to the CEO in anticipation of the release of material nonpublic information that

is likely to result in changes to the price of the Company’s stock, such as a significant positive or negative earnings announcement,

or time the public release of such information based on stock option grant dates.

In addition, the Company does not grant stock options

or similar awards during the four business days prior to or the one business day following the filing of our periodic reports or the filing

or furnishing of a Current Report on Form 8-K that discloses material nonpublic information.

These restrictions do not apply to RSUs or

other types of equity awards that do not include an exercise price related to the market price of the Company’s stock on the date

The Company’s executive

officers would not be permitted to choose the grant date for any stock option grants.

During fiscal 2024, the

Company’s named executive officer was awarded stock options.

The Company did not time the disclosure of material nonpublic information

for the purpose of affecting the value of executive compensation.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information

regarding beneficial ownership of shares of our common stock as of March 26, 2024 by (i) each person known to beneficially own more than

5% of our outstanding common stock, (ii) each of our directors, (iii) each of our named executive officers and (iv) all of our directors

and named executive officers as a group.

Except as otherwise indicated, the persons named in the table below have sole voting and investment

power with respect to all shares beneficially owned, subject to community property laws, where applicable.

following table sets forth certain information regarding beneficial ownership of shares of our common stock as of March 28, 2025 by (i)

each person known to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, (iii) each of our named

executive officers and (iv) all of our directors and named executive officers as a group.

Except as otherwise indicated, the persons

named in the table below have sole voting and investment power with respect to all shares beneficially owned, subject to community property

laws, where applicable.

Beneficial Owner (1)

Percentage (2)

and Named Executive Officers:

Named Executive Officers and Directors as a Group (5 persons)

or Greater Shareholders:

Capital, LLC (8)

510 Madison Avenue, 7th Floor

New York, New York 10022

Represents beneficial ownership

of less than 1%.

The address of each person

is c/o Hoth Therapeutics, Inc., 590 Madison Ave, 21 st Floor, New York, New York 10022 unless otherwise indicated herein.

The calculation in this column is based upon 4,403,804 shares of common stock outstanding on March 26, 2024.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to the subject securities.

Shares of common stock that are currently exercisable or convertible within 60 days of March 26, 2024 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage beneficial ownership of such person, but are not treated as outstanding for the purpose of computing the percentage beneficial ownership of any other person.

Includes options to purchase

up to 307,200 shares of the Company’s common stock.

Includes options to purchase

up to 36,020 shares of the Company’s common stock.

Includes options to purchase

up to 37,4204 shares of the Company’s common stock.

Includes (i) 134 shares

of the Company’s common stock held by Graig Springer, (ii) options to purchase up to 36,020 shares of the Company’s common

stock held by Graig Springer, (iii) 1,113 shares of the Company’s common stock held by Mr.

Springer’s spouse and (iv)

options to purchase up to 139,800 shares of the Company’s common stock held by Mr.

Directors and Named Executive Officers:

Wayne Linsley

David Sarnoff

Graig Springer

All Named Executive Officers and Directors as a Group (5 persons)

beneficial ownership of less than 1%.

address of each person is c/o Hoth Therapeutics, Inc., 1177 Avenue of the Americas, 5 th Floor, Suite 5066, New York, New

York 10036 unless otherwise indicated herein.

calculation in this column is based upon 13,170,715 shares of common stock outstanding on March 28, 2025.

Beneficial ownership is

determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to the subject

Shares of common stock that are currently exercisable or convertible within 60 days of March 28, 2025 are deemed to be

beneficially owned by the person holding such securities for the purpose of computing the percentage beneficial ownership of such

person, but are not treated as outstanding for the purpose of computing the percentage beneficial ownership of any other person.

options to purchase up to 732,200 shares of the Company’s common stock.

options to purchase up to 61,020 shares of the Company’s common stock.

options to purchase up to 62,420 shares of the Company’s common stock.

(i) 134 shares of the Company’s common stock held by Graig Springer, (ii) options to purchase up to 61,020 shares of the Company’s

common stock held by Graig Springer, (iii) 1,113 shares of the Company’s common stock held by Mr.

Springer’s spouse and

(iv) options to purchase up to 257,800 shares of the Company’s common stock held by Mr.

Springer’s spouse.

spouse is an employee of the Company.

Excludes 1,693 shares of

the Company’s common stock that are subject to vesting.

Armistice Capital, LLC (“Armistice Capital”) is the investment

manager of Armistice Capital Master Fund Ltd.

(the “Master Fund”), and shares voting and investment power with respect to

these shares in this capacity.

As manager of Armistice Capital, Steven Boyd also shares voting and investment power on behalf of Master

Each of Armistice Capital and Mr.

Boyd disclaims beneficial ownership over the securities listed except to the extent of their pecuniary

interest therein.

Amount of shares beneficially owned by Master Fund prior to the offering is based upon the Schedule 13G/A filed by the

Master Fund on February 14, 2024.

Includes warrants to purchase 228,278 shares of the Company’s

common stock.

The warrants are subject to a beneficial ownership limitation of 4.99%, which such limitation restricts the holder from

exercising that portion of the warrants that would result in the holder and its affiliates owning, after exercise, a number of shares

of common stock in excess of the beneficial ownership limitation.

Amount of shares beneficially owned by Master Fund prior to the offering

is based upon the Schedule 13G/A filed by the Master Fund on February 14, 2024.

options to purchase up to 57,500 shares of the Company’s common stock.

Authorized for Issuance Under Equity Compensation Plans

following table summarizes information about our equity compensation plans as of December 31, 2024.

Plan Category

and rights (a)

available for

Equity compensation

plans approved by security holders

compensation plans not approved by security holders

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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a direct or indirect material interest.

September 13, 2023, we entered into a securities purchase agreement with certain investors, including Armistice Capital Master Fund Ltd.

(“Armistice”)y pursuant to which Armistice (i) acquired (A) 384,500 shares of our common stock and (B) pre-funded warrants

to purchase up to 165,500 shares of our common stock in a public offering and (ii) warrants to purchase up to 550,000 shares of our common

stock in a concurrent private placement for aggregate gross proceeds to us from Armistice of $1,446,500, exclusive of placement agent

commission and fees and other offering expenses.

The closing of the offering occurred on September 15, 2023 pursuant to which we received

gross proceeds of $2.89 million in the aggregate, prior to deducting placement agent’s fees and other offering expenses payable

Each 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.

Each warrant is exercisable for a period of five years from the issuance date at an exercise price of $2.505 per

share, subject to adjustment, and can, under certain circumstances, be exercised on a cashless basis.

On December 29, 2022, we entered into a securities

purchase agreement with Armistice pursuant to which we agreed to sell an aggregate of (i) 140,000 shares (the “Shares”)

of common stock, (ii) pre-funded warrants to purchase up to 1,860,000 shares (the “Pre-Funded Warrant Shares”) of common stock

and (iii) warrants (the “January 2023 Warrants”) to purchase up to 2,500,000 shares (the “Warrant Shares”

and together with the Shares and the Pre-Funded Warrant Shares, the “Registrable Securities”) of common stock at a purchase

price of $5.00 per share and accompanying warrant (less $0.001 for each pre-funded warrant and accompanying 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 common stock warrant was 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 could, under certain circumstances, be exercised

on a cashless basis.

Each 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.

In connection with the offering, we also entered into a registration rights agreement (the “Registration

Rights Agreement”) with Armistice pursuant to which we filed a Registration Statement on Form S-3 covering the Registrable Securities

on January 13, 2023, which registration statement was declared effective by the SEC on January 25, 2023.

On March 27, 2024, we entered

into an inducement offer agreement with Armistice to immediately exercise, for cash, all of the January 2023 Warrants at a reduced exercise

price of $1.6775 per share for gross proceeds to us of approximately $4.2 million before deducting placement agent fees

and other offering expenses payable by us.

In accordance with the terms of an inducement offer agreement dated as of March 27, 2024

between us and Armistice, we shall only issue such number of shares of common stock issuable upon exercise of the January 2023 Warrants

to Armistice that would not cause Armistice to exceed the maximum number of shares of common stock permitted thereunder, as directed by

Armistice, with the balance of the shares of common stock issuable upon exercise of such warrants to be held in abeyance until notice

from Armistice that the balance (or portion thereof) may be issued in compliance the limitations set forth in the inducement offer agreement,

which abeyance was evidenced through the January 2023 Warrants which shall be deemed prepaid thereafter (including the cash payment in

full of the exercise price), and exercised pursuant to a Notice of Exercise in the January 2023 Warrants (provided no additional exercise

price shall be due and payable).

As such, on April 1, 2024, we issued 485,000 shares of common stock to Armistice upon exercise

of the January 2023 Warrants and 2,015,000 shares of common stock are held in abeyance for future issuance.

As an inducement to exercise

the January 2023 Warrants, we agreed to issue new unregistered warrants (the “New Warrants”) to purchase up to 3,750,000 shares

of our common stock at an exercise price of $1.50 per share to Armistice.

As of January 7, 2025, all of the New Warrants have been

Person Transaction Policy

24 unchanged sentences

including, but not limited to:

the risks, costs and benefits

the impact on a director’s

independence in the event that the related person is a director, immediate family member of a director or an entity with which a

director is affiliated;

the availability of other

sources for comparable services or products;

the terms available to

or from, as the case may be, unrelated third parties or to or from employees generally.

risks, costs and benefits to us;

impact on a director’s independence in the event that the related person is a director, immediate family member of a director

or an entity with which a director is affiliated;

availability of other sources for comparable services or products;

terms available to or from, as the case may be, unrelated third parties or to or from employees generally.

policy requires that, in determining whether to approve, ratify or reject a related person transaction, our audit committee, or other

8 unchanged sentences

following table sets forth the aggregate fees billed by WithumSmith+Brown, PC as described below:

Audit Related Fees

All Other Fees

Audit fees consist of fees billed for professional services performed by WithumSmith+Brown, PC for the audit of our annual

1 unchanged sentence

in connection with registration statements.

There were $193,758 and $149,791 of such fees incurred by the Company in the fiscal years

There were $209,029 and $193,758 of such fees incurred by the Company during the fiscal years

ended December 31, 2024 and 2023, respectively.

3 unchanged sentences

There were no such fees

incurred by the Company in the fiscal years ended December 31, 2023 and 2022.

incurred by the Company during the fiscal years ended December 31, 2024 and 2023.

Tax fees consist of fees for professional services, including tax compliance, performed by WithumSmith+Brown, PC.

$9,800 and $6,650 of such fees incurred by the Company in the fiscal years ended December 31, 2023 and 2022, respectively.

There were no such fees incurred by the Company in the fiscal years ended December 31, 2023 and 2022.

$0 and $9,800 of such fees incurred by the Company during the fiscal years ended December 31, 2024 and 2023, respectively.

There were no such fees incurred by the Company during the fiscal years ended December 31, 2024 and 2023.

Policies and Procedures

11 unchanged sentences

Financial Statements:

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets as of December 31, 2023 and 2022

Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2023 and 2022

Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2023 and 2022

Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022

Notes to Consolidated Financial Statements

of Independent Registered Public Accounting Firm (PCAOB ID:

Balance Sheets as of December 2024 and 2023

Statements of Operations and Comprehensive Loss for the years ended December 31, 2024 and 2023

Statements of Changes in Stockholders’ Equity for the years ended December 31, 2024 and 2023

Statements of Cash Flows for the years ended December 31, 2024 and 2023

to Consolidated Financial Statements

consolidated financial statements required by this Item are included beginning at page F-1.

2 unchanged sentences

the consolidated financial statements or the notes thereto.

Exhibit Number

Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company’s Form S-1/A filed on December 14, 2018)

8 unchanged sentences

Certificate of Amendment (Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on December 13, 2022)

Amendment No.

2 to the Amended and Restated Bylaws of Hoth Therapeutics, Inc.

(Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on June 17, 2024)

Specimen Stock Certificate evidencing the shares of common stock (Incorporated by reference to Exhibit 4.1 to the Company’s Form S-1/A filed on December 14, 2018)

2 unchanged sentences

Form of Warrant (Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on May 22, 2020)

Form of Warrant

of the Registrant’s Securities (Incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K filed with the SEC on

March 31, 2023)

and Restated Employment Agreement between Hoth Therapeutics, Inc.

and Robb Knie (Incorporated by reference to Exhibit 10.1 to the

Company’s Form 8-K filed with the SEC on February 20, 2019)

Form of Pre-Funded Warrant (Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on September 15, 2023)

Form of Warrant (Incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed on September 15, 2023)

Form of Warrant (Incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 2024)

Description of the Registrant’s Securities

Form of Warrant (Incorporated by reference to Exhibit 10.8 to the Company’s Form S-1/A filed on December 14, 2018)

2018 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Form S-8 filed on February 4, 2022)

Agreement with Regus dated July 22, 2022 (Incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K filed with the SEC on

March 31, 2023)

Renewal Agreement with Regus dated July 10, 2022 (Incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2023)

Form of Registration Rights Agreement (Incorporated by reference to Exhibit 10.14 to the Company’s Form S-1/A filed on December 14, 2018)

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dated March 23, 2020 (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on March 23, 2020)

Exclusive License Agreement between the Company and Virginia Commonwealth University Intellectual Property Foundation dated May 18, 2020 (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on May 19, 2020)

Sublicense Agreement by and between the Company and Isoprene Pharmaceutics, Inc.

dated July 30, 2020 (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on August 5, 2020)

License Agreement by and between the University of Cincinnati and Chelexa BioSciences, Inc.

11 unchanged sentences

Patent License Agreement by and between the Company and the George Washington University dated August 7, 2020 (Incorporated by reference to Exhibit 10.9 to the Company’s Form 10-Q filed on August 13, 2020)

Employment Agreement by and between the Company and Stefanie Johns dated August 28, 2020 (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on August 31, 2020)

Form of Warrant (Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on January 8, 2021)

1 unchanged sentence

Form of Placement Agent Warrant (Incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed on January 8, 2021)

First Amendment to the Employment Agreement between Hoth Therapeutics, Inc.

and Stefanie Johns (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on January 29, 2021)

Form of Common Stock Warrants (Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on March 9, 2021)

2 unchanged sentences

Form of Placement Agent Warrants (Incorporated by reference to Exhibit 10.5 to the Company’s Form 8-K filed on March 9, 2021)

First Amendment to the Amended and Restated Employment Agreement between the Company and Robb Knie dated June 25, 2021 (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on June 30, 2021)

Second Amendment to the Employment Agreement between the Company and Stefanie Johns dated June 25, 2021 (Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on June 30, 2021)

Employment Agreement by and between the Company and Robb Knie dated as of March 28, 2023 (Incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2023)

Hoth Therapeutics, Inc.

2022 Omnibus Equity Incentive Plan (Incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 27, 2022)

Third Amendment to Employment Agreement by and between the Company and Stefanie Johns dated November 10, 2022 (Incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q filed on November 10, 2022)

Separation Agreement and General Release by and between the Company and Stefanie Johns dated December 9, 2022 (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on December 13, 2022)

Employment Agreement by

and between the Company and Robb Knie dated as of March 28, 2023 (Incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K filed with the SEC

on March 31, 2023)

Form of Warrant Inducement Agreement

Subsidiaries of the registrant

Consent of WithumSmith+Brown,

Amended and Restated 2022 Omnibus Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8 filed with the SEC on August 21, 2023)

1 to Hoth Therapeutics, Inc.

Amended and Restated 2022 Omnibus Equity Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Company’s Registration

Statement on Form S-8 filed with the SEC on August 16, 2024)

Form of Incentive Stock Option Award pursuant to the Hoth Therapeutics, Inc.

Amended and Restated 2022 Omnibus Equity Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-8 filed with the SEC on August 21, 2023)

Form of Nonqualified Stock Option Award pursuant to the Hoth Therapeutics, Inc.

Amended and Restated 2022 Omnibus Equity Incentive Plan (Incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-8 filed with the SEC on August 21, 2023)

Form of Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on September 15, 2023)

Form of Warrant Inducement Agreement (Incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 2024)

Form of Incentive Stock Option Award pursuant to the Hoth Therapeutics, Inc.

2018 Equity Incentive Plan

Form of Nonstatutory Stock Option Award pursuant to the Hoth Therapeutics, Inc.

2018 Equity Incentive Plan

Form of Stock Unit Agreement pursuant to the Hoth Therapeutics, Inc.

2018 Equity Incentive Plan

Form of Restricted Stock Grant Agreement pursuant to the Hoth Therapeutics, Inc.

2018 Equity Incentive Plan

Form of Restricted Stock Unit Award pursuant to the Hoth Therapeutics, Inc.

Amended and Restated 2022 Omnibus Equity Incentive Plan

Amended and Restated Insider Trading Policy

Subsidiaries of the registrant (Incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 2024)

Consent of WithumSmith+Brown, PC

Power of Attorney (included on the signature page hereto)

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Clawback Policy

Clawback Policy (Incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 2024)

Inline XBRL Instance Document