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Item 9A. Controls and Procedures

2022-03-30 compared with 2021-03-16 · 669 added, 741 removed, 169 unchanged (89% of the section changed)

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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, 2020, 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.

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

Management’s Report on Internal

Control Over Financial Reporting

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, 2021, 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

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).

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 U.S.

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.

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.

As of December 31, 2021, under the supervision

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of the Treadway Commission in Internal Control-Integrated Framework - 2013.

Based on this assessment, our management concluded

that, as of December 31, 2020, our internal control over financial reporting was effective based on such criteria.

This Annual Report on Form 10-K does not

include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

Management’s

report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to the exemption

provided to issuers that are not “large accelerated filers”

nor “accelerated filers”

under the Dodd-Frank

Wall Street Reform and Consumer Protection Act.

Based on this assessment, our management concluded that,

as of December 31, 2021, our internal control over financial reporting was effective based on such criteria.

This Annual Report on Form 10-K does not include

an attestation report of our registered public accounting firm regarding internal control over financial reporting.

report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to the exemption

provided to issuers that are not “large accelerated filers” nor “accelerated filers” under the Dodd-Frank Wall

Street Reform and Consumer Protection Act.

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 that have materially affected, or are reasonably

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

There have been no changes in our internal control

over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS

THAT PREVENT INSPECTIONS.

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth the name, age and positions

of our executive officers and directors.

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

executive officers and directors.

President, Chief Executive Officer and Director

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Graig Springer

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 March 2019.

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

Since October 15, 2020, Mr.

Knie has served as the Chief Executive Officer, Chief Financial Officer

and chairman of the board of directors of FoxWayne Enterprises Acquisition Corp.

Knie served as the President

of Lifeline Industries Inc.

since its inception in 1995.

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

of directors of FoxWayne Enterprises Acquisition Corp.

Knie served as the President of Lifeline Industries Inc.

its inception in 1995.

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

1993 until 1995, Mr.

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.

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

From 1993 until 1995, Mr.

Knie served as Northeast

Regional Manager of American Express Financial Advisors.

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

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 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 of the Company since March 2019 and has over nineteen years of public accounting and executive

David Briones has

served as Chief Financial Officer of the Company since March 2019 and has over nineteen years of public accounting and executive

level experience.

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budgeting and forecasting.

Since May 2018, Mr.

Briones has served as Executive Chair of Zovis Pharmaceuticals, and since October

2010, he has served as the managing member and founder of Brio Financial Group, LLC, a financial reporting consulting firm.

addition, since August 2013, Mr.

Briones shas 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.

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.

2017 to May 2018, Mr.

Since September 2021, Mr.

Briones has 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.

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

Since 2010, Mr.

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,

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

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

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.

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.

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.

Stefanie Johns

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

Stefanie Johns

has served as Chief Scientific Officer of the Company since September 2020.

Prior to serving as our Chief Scientific Officer,

from February 2019 to September 2020, Dr.

Johns served as a member of the Company’s Scientific Advisory Board, and from

May 2020 to September 2020, she served as a consultant of the Company.

In addition, Dr.

Johns has worked in the biopharmaceutical

and medical device industries for more than eight years, and has experience spanning drug, biologic, medical device, and in vitro

diagnostic device products in US and global markets.

Stefanie Johns has

served as Chief Scientific Officer of the Company since September 2020.

Prior to serving as our Chief Scientific Officer, from

February 2019 to September 2020, Dr.

Johns served as a member of the Company’s Scientific Advisory Board, and from May 2020 to

September 2020, she served as a consultant of the Company.

Johns has worked in the biopharmaceutical and medical device

industries for more than eight years, and has experience spanning drug, biologic, medical device, and in vitro diagnostic device

products in U.S.

and global markets.

From January to September 2020, Dr.

Johns served as Director, Regulatory

Affairs of Enable Injections, Inc., and from January 2019 until January 2020, she served as Associate Director, Regulatory Affairs

of Enable Injections, Inc., an investigational-stage company developing and manufacturing on-body subcutaneous infusion delivery

From December 2018 until August 2018, Dr.

Johns served as Manager, Regulatory Strategy of Camargo Pharmaceutical Services,

LLC (“Camargo”) and from July 2016 until August 2018, she served as Scientific Regulator Specialist of Camargo, a

company specializing in complex drug development programs.

Johns served as Director, Regulatory Affairs of

Enable Injections, Inc., and from January 2019 until January 2020, she served as Associate Director, Regulatory Affairs of Enable

Injections, Inc., an investigational-stage company developing and manufacturing on-body subcutaneous infusion delivery systems.

December 2018 until August 2018, Dr.

Johns served as Manager, Regulatory Strategy of Camargo Pharmaceutical Services, LLC

(“Camargo”) and from July 2016 until August 2018, she served as Scientific Regulator Specialist of Camargo, a company

specializing in complex drug development programs.

From June 2013 through June 2016, Dr.

Johns served as Regulatory Affairs

and Design Assurance Associate of Meridian Bioscience Inc., a producer and distributor of diagnostic test kits.

Johns served as Regulatory Affairs and

Design Assurance Associate of Meridian Bioscience Inc., a producer and distributor of diagnostic test kits.

In addition, Dr.

Johns previously served as Program Manager, Xavier Health Initiatives for Xavier University and a Graduate Research Assistant

for the University of Cincinnati.

Johns received her bachelors of science degree in biological sciences from Wright State

University and her Ph.D.

previously served as Program Manager, Xavier Health Initiatives for Xavier University and a Graduate Research Assistant for the

University of Cincinnati.

Johns received her bachelors of science degree in biological sciences from Wright State University and

in biochemistry from the University of Cincinnati College of Medicine.

Wayne Linsley

Linsley has served as a director

of the Company since April 2020.

Since September 2014, Mr.

Linsley has served as the Vice President of Operations of CFO Oncall,

Inc., and from 2011 to 2014 he served as the Director of Operations of CFO Oncall, Inc., a company that provides financial management

and CFO services.

Prior to CFO Oncall, Inc., Mr.

Linsley served as the Managing Member of Flagship Advisory & Management

Group, LLC, a management consulting firm, from 2010 to 2011.

In addition, since 2019, Mr.

Linsley has served as the Chief Executive

Officer and sole owner of Executive Outsource Group, Inc., a company that provides financial reporting services.

served in various other capacities including Alternate Channels Manager of Mettel;

Director of Channel Sales of Impsat, USA;

Accounts Manager of Venali, Inc;

and Director of Sales of Broadview Networks.

Since January 2020, Mr.

Linsley has served as a

member of the board of directors of Silo Pharma, Inc.

Linsley received his bachelor of business administration

degree in accounting/business administration from Siena College.

We believe Mr.

Linsley is qualified to serve as a member of the

Board because he has over forty years of business management experience including accounting, audit support and financial reporting.

Vadim Mats has served as a director of

the Company since May 2017.

Since March 2018, Mr.

Mats has served as the Chief Financial Officer and Chief Operating Officer of

Grand Private Equity, and since February 2018, he has served as the Founder and Managing Member of BESPOKECFO.

From June 2010

to December 2016, Mr.

Mats was Chief Financial Officer of Whalehaven Capital.

Mats also served as the Assistant Controller

at Eton Park Capital Management, LP, a multi-strategy fund, from July 2007 to December 2009.

From June 2006 to July 2007, Mr.

Mats was a Senior Fund Accountant at The Bank of New York Mellon (NYSE:

BK), where he was responsible for over fifteen funds.

From 2011 until March 2017, Mr.

Mats served as Director and Chair of the Audit Committee of Wizard Entertainment Inc.

Mats holds a master of science degree in accounting and finance and a bachelors degree in business administration specializing

in finance and investments from the Zicklin School of Business at Bernard Baruch College.

Mats is a CAIA ©

Charterholder and a Certified Public Accountant in the State of New York.

We believe that Mr.

Mats is qualified to serve

as a director because of his experience as a board member of a public company and his knowledge with respect to finance, accounting,

tax, and operations matters.

David Sarnoff has served as a director

of the Company since August 2018.

Linsley has served as a director of the

Company since April 2020.

Linsley has been in business management for over 40 years.

He possesses a wide and varied skillset including

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.

He currently serves as an independent director for DatChat Inc.

DATS), serving the chair of its audit

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

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

David Sarnoff has served as a director of the

Company since August 2018.

Since June 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.

From October 2003 until June 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 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.

Sarnoff has served as Adjunct

Faculty at iCoach New York with respect to a professional coaching program.

From October 2003 until

June 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.

From August 1994 until July 1998, Mr.

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.

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 a litigation associate attorney at Wachtel Missry LLP (formerly known as Gold & Wachtel LLP).

Since July 2018,

Sarnoff has served as a member of the advisory committee of the New Jersey Association of School Resource Officers.

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.

In September of 2020, Mr.

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

Sarnoff received his Juris Doctor from Rutgers University School of Law and his bachelor of arts from Hofstra University.

Sarnoff was appointed to a three year term on the Diversity, Equity & Inclusion

Committee of the New York City Bar Association.

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.

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 Company since February 2020.

Since August 2020, Mr.

Springer served as a consultant for Brookfield Asset Management in

their legal and regulatory department.

From May 2019 to August 2019, Mr.

Springer assisted with product development and governance

at Invesco U.S., an investment management company, and from December 2013 to May 2019, he served in various capacities at OppenheimerFunds,

Inc., an investment management company acquired by Invesco U.S., including distribution compliance and product development.

addition, Mr.

Springer served on the Sub-Adviser Oversight Committee at OppenheimerFunds, Inc.

Springer received his bachelor

of arts from Columbia University and his Juris Doctor from Fordham University School of Law.

Springer also holds a Series

7 and a Series 24 license.

Springer is qualified to serve as a director because of his fifteen years of experience within

the financial services industry overseeing and advising firms’

We believe that

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

Graig Springer has served as a director of the

Company since February 2020.

Since April 2021, Mr.

Springer has served as Vice President for Brookfield Asset Management Inc.

(“Brookfield”)

in their Legal and Regulatory Department ,and from August 2020 to April 2021, he served as a consultant to Brookfield.

From May 2019

to August 2019, Mr.

Springer assisted with product development and governance at Invesco U.S., an investment management company, and

from December 2013 to May 2019, he served in various capacities at OppenheimerFunds, Inc., an investment management company acquired

by Invesco U.S., including distribution compliance and product development.

In addition, Mr.

Springer served on the Sub-Adviser Oversight

Committee at OppenheimerFunds, Inc.

Springer received his bachelor of arts from Columbia University and his Juris Doctor from Fordham

University School of Law.

Springer also holds a Series 7 and a Series 24 license.

We believe that Mr.

Springer is qualified to serve

as a director because of his fifteen years of experience within the financial services industry overseeing and advising firms’

compliance with federal rules and regulations.

Relationships

There are no family relationships among

any of our executive officers or directors.

Family Relationships

There are no family relationships among any of

our executive officers or directors.

Arrangements between Officers and Directors

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Involvement in Certain Legal Proceedings

We are not aware of any of our directors

or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy, insolvency, criminal

proceedings (other than traffic and other minor offenses), or being subject to any of the items set forth under Item 401(f) of

Regulation S-K.

Committees of Our Board of

We are not aware of any of our directors or officers

being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy, insolvency, criminal proceedings

(other than traffic and other minor offenses), or being subject to any of the items set forth under Item 401(f) of Regulation S-K.

Committees of Our Board of Directors

Our board of directors directs the management

of our business and affairs, as provided by Nevada law, and conducts its business through meetings of the board of directors and

its standing committees.

of our business and affairs, as provided by Nevada law, and conducts its business through meetings of the board of directors and its

standing committees.

We have a standing audit committee, compensation committee and nominating and corporate governance committee.

In addition, from time to time, special committees may be established under the direction of the board of directors when necessary

to address specific issues.

Our board of directors has determined

that all of the members of the audit committee, the compensation committee and the nominating and corporate governance committee

are independent as defined under the applicable rules of The Nasdaq Capital Market, including, in the case of all of the members

of our audit committee, the independence requirements contemplated by Rule 10A-3 under the Exchange Act.

In making such determination,

the board of directors considered the relationships that each director has with our Company and all other facts and circumstances

that the board of directors deemed relevant in determining director independence, including the beneficial ownership of our capital

stock by each director.

addition, from time to time, special committees may be established under the direction of the board of directors when necessary to address

specific issues.

Our board of directors has determined that all

of the members of the audit committee, the compensation committee and the nominating and corporate governance committee are independent

as defined under the applicable rules of The Nasdaq Capital Market, including, in the case of all of the members of our audit committee,

the independence requirements contemplated by Rule 10A-3 under the Exchange Act.

In making such determination, the board of directors

considered the relationships that each director has with our Company and all other facts and circumstances that the board of directors

deemed relevant in determining director independence, including the beneficial ownership of our capital stock by each director.

Audit Committee

Our audit committee will be 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

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.

Our audit committee will be 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.

Our audit committee consists of Wayne Linsley,

David Sarnoff and Graig Springer, with Wayne Linsley serving as chair.

Each member of our audit committee meets the financial

literacy requirements of the Nasdaq rules.

In addition, our board of directors has determined that Wayne Linsley qualifies as an

“audit committee financial expert,”

as such term is defined in Item 407(d)(5) of Regulation S-K.

Our board of directors adopted a written

charter for the audit committee, which is available on our principal corporate website at www.hoththerapeutics.com .

Each member of our audit committee meets the financial literacy

requirements of the Nasdaq rules.

In addition, our board of directors has determined that Wayne Linsley qualifies as an “audit

committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K.

Our board of directors adopted a written charter

for the audit committee which is available on our website at www.hoththerapeutics.com .

Compensation Committee

Our compensation committee is responsible for, among other

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

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.

Our compensation committee consists of

Wayne Linsley, Vadim Mats and David Sarnoff, with Wayne Linsley serving as chair.

Our board of directors adopted a written

charter for the compensation committee, which is available on our principal corporate website at www.hoththerapeutics.com.

Nominating and Governance

Our 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.

Our nominating and corporate governance

committee consists of Vadim Mats, Graig Springer and David Sarnoff, with Vadim Mats serving as chair.

Our board of directors adopted a written

charter for the nominating and corporate governance committee, which is available on our principal corporate website at www.hoththerapeutics.com.

Our 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.

As of December 31, 2021, our compensation committee

consisted of Wayne Linsley, Vadim Mats and David Sarnoff, with Wayne Linsley serving as chair.

Currently, our compensation committee

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

Our board of directors adopted a written charter

for the compensation committee which is available on our website at www.hoththerapeutics.com.

Nominating and Governance Committee

Our 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.

As of December 31, 2021, our nominating and corporate

governance committee consisted of Vadim Mats, Graig Springer and David Sarnoff, with Vadim Mats serving as chair.

Currently, our nominating

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

Our board of directors adopted a written charter

for the nominating and corporate governance committee which is available on our website at www.hoththerapeutics.com.

Scientific Advisory Board

In July 2017, the board of directors formed

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

In July 2017, the board of directors formed a

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

The members of such board are as follows:

Richard Granstein, Dr.

Mario Lacouture,

William Weglicki, and Dr.

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Andrew Herr, Dr.

Mona Zaghloul, Dr.

Michael Peters, Dr.

Glenn Cruse, Dr.

Vincent Njar and Sergio Traversa as Non-Medical Doctor members.

Vincent Njar, Dr.

Carla Yuede, Dr.

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

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires

our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file

with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities.

To our knowledge, based solely upon a

review of Forms 3, 4, and 5 filed with the SEC during the fiscal year ended December 31, 2020, we believe that, except as set

forth below, our directors, executive officers, and greater than 10% beneficial owners have complied with all applicable filing

requirements during the fiscal year ended December 31, 2020.

Anthony Hayes failed to report one transaction on

time on a Form 4;

Section 16(a) of the Exchange Act requires our

directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC

initial reports of ownership and reports of changes in ownership of our common stock and other equity securities.

To our knowledge, based solely upon a review of

Forms 3, 4, and 5 filed with the SEC during the fiscal year ended December 31, 2021, we believe that, except as set forth below, our directors,

executive officers, and greater than 10% beneficial owners have complied with all applicable filing requirements during the fiscal year

ended December 31, 2021.

● AIkido Pharma Inc.

(formerly known as Spherix Inc)

failed to report 4 transactions on time on a Form 5.

failed to report 1 transaction on time on a Form 5.

Code of Business Code and Ethics Conduct

We adopted a written code of business

conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal

financial officer, principal accounting officer or controller, or persons performing similar functions.

A copy of the code is

posted on our website at www.hoththerapeutics.com.

Disclosure regarding any amendments to, or waivers from, provisions of the

code of conduct and ethics that apply to our directors, principal executive and financial officers will be posted on the “Investors-Corporate

Governance”

section of our website at www.hoththerapeutics.com or will be included in a Current Report on Form 8-K, which

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

We adopted a written code of business conduct

and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer,

principal accounting officer or controller, or persons performing similar functions.

A copy of the code is posted on our website at www.hoththerapeutics.com.

Disclosure regarding any amendments to, or waivers from, provisions of the code of conduct and ethics that apply to our directors, principal

executive and financial officers will be posted on the “Investors-Corporate Governance” section of our website at www.hoththerapeutics.com

or will be included in a Current Report on Form 8-K, which we will file within four business days following the date of the amendment

Changes in Nominating Procedures

2 unchanged sentences

The following table sets forth the compensation

paid or accrued during the fiscal year ended December 31, 2020 and 2019 to our principal executive officer and one additional

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

paid or accrued during the fiscal year ended December 31, 2021 and 2020 to our principal executive officer and two additional officers

(collectively, the “named executive officers”):

Robb Knie, Chief Executive Officer

Stefanie Johns, Chief Scientific Officer

Springer, Vice President of Operations

Name and Principal Position

and Principal Position

Incentive Plan Compensation

1 unchanged sentence

Other Compensation

Chief Executive Officer and President

Vice President of Operations

The amounts reflect the aggregate grant date fair value of option awards computed in accordance with FASB ASC Topic 718, Accounting for Stock Options and Other Stock-Based Compensation.

issued pursuant to the Company’s 2018 Equity Incentive Plan.

Outstanding Equity Awards at

December 31, 2020

The following table provides information

regarding option awards held by each of our named executive officers that were outstanding as of December 31, 2020.

no stock awards or other equity awards outstanding as of December 31, 2020.

Executive Officer and President

Scientific Officer

President of Operations

(1) Stefanie Johns was appointed as Chief Scientific Officer of the

Company effective as of September 8, 2020.

This amount reflects employer contributions to the 401(k) Plan of $15,917 and executive health or supplemental medical insurance premiums of $70,344.

This amount reflects employer contributions to

executive health or supplemental medical insurance premiums of $61,002.

This amount reflects employer contributions to the 401(k) Plan of $6,475 and executive health or supplemental medical insurance premiums of $40,419.

This amount reflects employer contributions to

executive health or supplemental medical insurance premiums of $13,955.

This amount reflects employer contributions to

the 401(k) Plan of $8,546 and executive health or supplemental medical insurance premiums of $38,892.

This amount reflects employer contributions

to executive health or supplemental medical insurance premiums of $31,023.

Outstanding Equity Awards at December

The following table provides information regarding

option awards held by each of our named executive officers that were outstanding as of December 31, 2021.

There were no stock awards or

other equity awards outstanding as of December 31, 2021.

Option Awards

2 unchanged sentences

Option Exercise Price ($)

Option Expiration Date

Stefanie Johns

(1) Stock options granted to Robb Knie vested in full immediately

(2) Stock options granted to Robb Knie vested in full immediately

(3) Stock options granted to Robb Knie vested in full immediately

(4) Stock options granted to Stefanie Johns vested in full immediately

(5) Stock options granted to Jane Springer vested in full immediately

(6) Stock options granted to Jane Springer vested in full immediately

(7) Stock options granted to Jane Springer vested in full immediately

Non-Employee Director Compensation

The following table presents the total

compensation for each person who served as a non-employee member of our board of directors and received compensation for such

service during the fiscal year ended December 31, 2020.

Other than as set forth in the table and described more fully below, we

did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee

members of our board of directors in 2020.

The following table presents the total compensation

for each person who served as a non-employee member of our board of directors and received compensation for such service during the fiscal

year ended December 31, 2021.

Other than as set forth in the table and described more fully below, we did not pay any compensation, make

any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our board of directors

Fees earned or paid in cash

Stock Awards ($)

Option Awards

2 unchanged sentences

All Other Compensation

Kenneth Rice (1)

Anthony Hayes (2)

Vadim Mats (1)

David Sarnoff

1 unchanged sentence

Wayne Linsley

Kenneth Rice resigned as a member of the Company’s Board of Directors

effective as of September 30, 2020.

Anthony Hayes resigned as a member of the Company’s Board of Directors

effective as of April 15, 2020.

Graig Springer was appointed as a member of the Company’s Board

of Directors effective as of February 28, 2020.

Wayne Linsley was appointed as a member of the Company’s Board

of Directors effective as of April 15, 2020.

Non-Employee Director Compensation

Vadim Mats resigned from the Company’s board of directors effective as of January 31, 2022.

Non-Employee Director Compensation Policy

Our directors receive $30,000 cash compensation

per year for their service on the board of directors, as well as reimbursement for out-of-pocket expenses with respect to such

directors’

per year for their service on the board of directors, as well as reimbursement for out-of-pocket expenses with respect to such directors’

attendance at meetings of the board of directors of the Company.

Committee chairs receive an additional

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

In addition, in July 2020, non-employee

directors received options to purchase up to 15,000 shares of the Company’s common stock at an exercise price of $3.05 per

Committee chairs receive an additional one-time

$6,000 cash compensation upon appointment for their added services in such roles.

In addition, in January 2021, non-employee directors

received options to purchase up to 33,000 shares of the Company’s common stock at an exercise price of $2.11 per share.

Employment Agreements

Robb Knie Employment Agreement

On February 20, 2019, the Company entered

into an amended and restated employment agreement (the “Employment Agreement”) with Robb Knie, the Company’s

Chief Executive Officer in connection with the IPO.

The term of the Employment Agreement will continue for a period of one year

from the date of execution and automatically renews for successive one year periods at the end of each term until either party

delivers written notice of their intent not to review at least six months prior to the expiration of the then effective term.

Knie’s base salary was increased to $350,000 per year upon completion of the IPO.

Knie is eligible to receive an annual

bonus of up to $100,000 per year at the discretion of the compensation committee of the Company.

Knie is also entitled to participate

in any and all Benefit Plans (as defined in the Employment Agreement), from time to time, in effect for senior executives, along

with vacation, sick and holiday pay in accordance with the Company’s policies established and in effect from time to time.

The Employment Agreement may be terminated

Knie’s death, (ii) Mr.

Knie’s Total Disability (as defined in the Employment Agreement), (iii) expiration

of the term if either party has provided a timely non-renewal notice, (iv) at Mr.

Knie’s option (A) upon 90 days prior written

provided, however, Mr.

Knie may terminate the Employment Agreement by providing written notice at any time within 40 days

of the consummation of a Change in Control Transaction (as defined in the Employment Agreement) or (B) for Good Reason (as defined

in the Employment Agreement);

or (v) at the Company’s option (A) for Cause (as defined in the Employment Agreement) or (B)

upon 90 days prior written notice without Cause (as defined in the Employment Agreement).

On February 20, 2019 (the “Knie Effective

Date”), the Company entered into an amended and restated employment agreement with Robb Knie, as amended on June 25, 2021 (as amended,

the “Employment Agreement”), pursuant to which Robb Knie serves as Chief Executive Officer of the Company.

The term of the

Employment Agreement will continue for a period of one year from the Knie Effective Date and automatically renews for successive one year

periods at the end of each term until either party delivers written notice of their intent not to review at least six months prior to

the expiration of the then effective term.

Pursuant to the Employment Agreement, Mr.

Knie (i) shall receive an annual base salary of $450,000

(effective as of July 1, 2021) and (ii) shall be entitled to receive an annual bonus of $350,000 (effective as July 1, 2021), which annual

bonus may be increased by the compensation committee of the Company in its sole discretion, upon the achievement of additional criteria

established by the compensation committee from time to time.

In addition, Mr.

Knie is also entitled to participate in any and all Benefit

Plans (as defined in the Employment Agreement), from time to time, in effect for senior executives, along with vacation, sick and holiday

pay in accordance with the Company’s policies established and in effect from time to time.

The Employment Agreement may be terminated upon

Knie’s death, (ii) Mr.

Knie’s Total Disability (as defined in the Employment Agreement), (iii) expiration of the term

if either party has provided a timely non-renewal notice, (iv) at Mr.

Knie’s option (A) upon 90 days prior written notice;

Knie may terminate the Employment Agreement by providing written notice at any time within 40 days of the consummation of

a Change in Control Transaction (as defined in the Employment Agreement) or (B) for Good Reason (as defined in the Employment Agreement);

or (v) at the Company’s option (A) for Cause (as defined in the Employment Agreement) or (B) upon 90 days prior written notice without

Cause (as defined in the Employment Agreement).

Upon the termination of Mr.

employment for any reason, whether by Mr.

Knie’s employment

for any reason, whether by Mr.

Knie or by the Company, Mr.

Knie shall be paid accrued but unpaid compensation and vacation

pay through the date of termination and any other benefits accrued to him under any Benefit Plans (as defined in the Employment

Agreement) outstanding at the date of termination and the reimbursement of expenses incurred on or prior to such date (the “Severance

Package”).

In addition to the Severance Package, upon Mr.

Knie’s termination for death or Total Disability (as defined

in the Employment Agreement), Mr.

Knie or his estate or beneficiaries, as applicable, shall receive (i) 12 months base salary

at the then current rate and (ii) payment on a pro-rated basis of any annual bonus or other payments earned in connection with

any bonus plan to which the Mr.

Knie shall be paid (i) accrued but unpaid compensation and vacation pay through

the date of termination, (ii) any other benefits accrued to him under any Benefit Plans outstanding at the date of termination and (iii)

the reimbursement of expenses incurred on or prior to such date (collectively, the “Severance Package”).

In addition to the

Severance Package, upon Mr.

Knie’s termination for death or Total Disability, Mr.

Knie or his estate or beneficiaries, as applicable,

shall receive (i) 24 months base salary at the then current rate, (ii) if Mr.

Knie elects continuation coverage for group health coverage

pursuant to COBRA Rights (as defined in the Employment Agreement), then for a period of 24 months following Mr.

Knie’s termination

he will be obligated to pay only the portion of the full COBRA Rights cost of the coverage equal to an active employee’s share of

premiums (if any) for coverage for the respective plan year and (iii) payment on a pro-rated basis of any annual bonus or other payments

earned in connection with any bonus plan to which the Mr.

Knie was a participant as of the date of death or Total Disability.

Knie’s termination

for Good Reason (as defined in the Employment Agreement), without Cause (as defined in the Employment Agreement) or Mr.

termination upon 90 days prior written notice to the Company or notice to the Company within 40 days of the consummation of a

Change in Control Transaction (as defined in the Employment Agreement), in addition to the Severance Package, Mr.

Knie shall receive

(i) 12 months base salary at the then current rate, (ii) payment on a pro-rated basis of any annual bonus or other payments earned

in connection with any bonus plan to which the Mr.

Knie was a participant as of the date of termination and (iii) any equity grants

Knie shall be immediately vested upon termination.

Knie’s termination for Good Reason, without Cause or Mr.

Knie’s termination upon 90 days prior written notice to the Company

or notice to the Company within 40 days of the consummation of a Change in Control Transaction, in addition to the Severance Package,

Knie shall receive (i) 24 months base salary at the then current rate, (ii) if Mr.

Knie elects continuation coverage for group health

coverage pursuant to COBRA Rights, then for a period of 24 months following Mr.

Knie’s termination he will be obligated to pay only

the portion of the full COBRA Rights cost of the coverage equal to an active employee’s share of premiums (if any) for coverage

for the respective plan year, (iii) payment on a pro-rated basis of any annual bonus or other payments earned in connection with any bonus

plan to which the Mr.

Knie was a participant as of the date of termination;

provided, however, that the pro-rated annual bonus payable

pursuant to the Employment Agreement shall be no less than $200,000 and (iv) any equity grants to Mr.

Knie shall immediately vest upon

termination of Mr.

Knie’s employment by him for Good Reason or by the Company at its option upon 90 days prior written notice to

Knie, without Cause.

The Employment Agreement also contains covenants prohibiting Mr.

from disclosing confidential information with respect to the Company.

Knie from disclosing confidential information

with respect to the Company.

Jane Springer Employment Agreement

On November 13, 2019, the Company entered

into an Amended and Restated Employment Agreement (the “Springer Employment Agreement”) with Jane Springer pursuant

to which Mrs.

Springer will continue to serve as Vice President of Operations of the Company.

The term of the Springer Employment

Agreement will continue for a period of one year from the date of execution and automatically renews for successive one year periods

at the end of each term until either party delivers written notice of their intent not to review at least 30 days prior to the

expiration of the then effective term.

On November 13, 2019 (the “Springer Effective

Date”), the Company entered into an Amended and Restated Employment Agreement with Jane Springer, as amended on June 25, 2021 (as

amended, the “Springer Employment Agreement”), pursuant to which Mrs.

Springer serves as Vice President of Operations of the

The term of the Springer Employment Agreement will continue for a period of one year from the Springer Effective Date and automatically

renews for successive one year periods at the end of each term until either party delivers written notice of their intent not to review

at least 30 days prior to the expiration of the then effective term.

Pursuant to the terms of the Springer Employment Agreement, Mrs.

Springer’s base

salary was increased to $175,000, and Mrs.

Springer shall continue be entitled to earn a bonus, subject to the sole discretion

of the Company’s Board.

In addition, Mrs.

Springer shall continue be eligible to receive awards pursuant to the Company’s

equity incentive plans, subject to the sole discretion of the Company’s compensation committee.

Springer is also entitled

to participate in any and all Employee Benefit Plans (as defined in the Springer Employment Agreement), from time to time, that

are then in effect along with vacation, sick and holiday pay in accordance with the Company’s policies established and in

effect from time to time.

The Springer Employment Agreement may

be terminated by either the Company or Mrs.

Springer (i) shall receive an annual base salary of $200,000 (effective as of July 1, 2021), (ii) shall be entitled to earn a bonus, subject

to the sole discretion of the Company’s Board and (iii) shall be eligible to receive awards pursuant to the Company’s equity

incentive plans, subject to the sole discretion of the Company’s compensation committee.

Springer is also entitled to participate

in any and all Employee Benefit Plans (as defined in the Springer Employment Agreement), from time to time, that are then in effect along

with vacation, sick and holiday pay in accordance with the Company’s policies established and in effect from time to time.

The Springer Employment Agreement may be terminated

by either the Company or Mrs.

Springer at any time and for any reason upon 10 days prior written notice.

Upon termination

of the Springer Employment Agreement, Mrs.

Springer shall be entitled to (i) any equity award that has vested prior to the termination

date, (ii) reimbursement of expenses incurred on or prior to such termination date and (iii) such employee benefits to which Mrs.

Springer may be entitled as of the termination date (collectively, the “Accrued Amounts”).

The Springer Employment

Agreement shall also terminate upon Mrs.

Springer’s death or the Company may terminate Mrs.

Springer’s employment

upon her Disability (as defined in the Springer Employment Agreement).

Upon termination of the Springer

Employment Agreement, Mrs.

Springer shall be entitled to (i) any equity award that has vested prior to the termination date, (ii) reimbursement

of expenses incurred on or prior to such termination date and (iii) such employee benefits to which Mrs.

Springer may be entitled as of

the termination date (collectively, the “Accrued Amounts”).

The Springer Employment Agreement shall also terminate upon Mrs.

Springer’s death or the Company may terminate Mrs.

Springer’s employment upon her Disability (as defined in the Springer Employment

Upon the termination of Mrs.

Springer’s employment

for death or Disability, Mrs.

Springer shall be entitled to receive the Accrued Amounts.

The Springer Employment Agreement also

contains covenants prohibiting Mrs.

Springer from disclosing confidential information with respect to the Company.

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 11, 2021 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

Springer’s employment for death or Disability, Mrs.

Springer shall be entitled to receive

the Accrued Amounts.

The Springer Employment Agreement also contains covenants prohibiting Mrs.

Springer from disclosing confidential

information with respect to the Company.

Stephanie Johns Employment Agreement

On August 28, 2020, the Company entered into an

employment agreement with Dr.

Johns, as amended on January 29, 2021 and June 25, 2021 (as amended, the “Johns Employment Agreement”),

pursuant to which Dr.

Johns serves as Chief Scientific Officer of the Company effective as of September 8, 2020 (the “Effective

The term of the Johns Employment Agreement will continue for a period of one year from the Effective Date and automatically

renews for successive one year periods at the end of each term until either party delivers written notice of their intent not to review

at least 60 days prior to the expiration of the then effective term.

Pursuant to the terms of the Johns Employment Agreement, Dr.

(i) shall receive an annual base salary of $265,000 (effective as of July 1, 2021), (ii) shall be eligible to receive an annual bonus

as determined by the Company’s compensation committee and (iii) shall be eligible to receive grants of awards under the Company’s

equity incentive plans as determined by the Company’s compensation committee.

Furthermore, Dr.

Johns shall be eligible to participate

in Benefit Plans (as defined in the Johns Employment Agreement) from time to time, in effect for senior employees.

The Johns Employment Agreement may be terminated

Johns’ death, (ii) Dr.

Johns’ Total Disability (as defined in the Johns Employment Agreement), (iii) expiration

of the term if either party has provided a timely non-renewal notice, (iv) at Dr.

Johns’ option (A) upon 60 days prior written notice

or (B) for Good Reason (as defined in the Johns Employment Agreement) or (v) at the Company’s option for Cause (as defined in the

Johns Employment Agreement).

In the event Dr.

Johns’ employment is terminated for death or Total Disability, Dr.

Johns shall receive

(i) her accrued but unpaid compensation and vacation through the date of death or Total Disability, (ii) the reimbursement unpaid of expenses,

(iii) Benefit Plans for a period of 12 months following her death and (iv) payment, on a pro-rated basis, of any bonus or other payments

earned by Dr.

Johns as of the date of her death or Total Disability.

In the event Dr.

Johns’ employment is terminated upon the expiration

of the term of the Johns Employment Agreement where the Company has offered to renew the term but Dr.

Johns has declined such renewal,

Johns shall receive (i) her accrued but unpaid compensation and vacation through the date of termination, (ii) any other benefits

accrued to her under any Benefit Plans and (iii) the reimbursement of unpaid expenses.

In the event Dr.

Johns’ employment is terminated

upon the expiration of the term of the Johns Employment Agreement as a result of the Company tendering a non-renewal notice (other than

for Cause), Dr.

Johns shall receive the same payment she would receive if she terminated her employment for Good Reason.

Johns’ employment is terminated for Good Reason, Dr.

Johns shall receive (i) her accrued but unpaid compensation and vacation

through the date of termination, (ii) any other benefits accrued to her under any Benefit Plans, (iii) the reimbursement of unpaid expenses,

(iv) a cash payment of 12 months of her then base salary, (v) Benefit Plans for a period of 12 months following the date of termination

and (vi) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which she was a participant

as of the date of termination.

Any options or restricted stock owned by Dr.

Johns shall immediately vest upon her termination for Good

Reason or termination by the Company without Cause.

In the event Dr.

Johns’ employment is terminated by her upon 60 days prior notice

or by the Company for Cause, Dr.

Johns shall receive (i) her accrued but unpaid compensation and vacation through the date of termination,

(ii) continued provision for a period of one month after the date of termination of benefits under the Benefit Plans and (iii) the reimbursement

of unpaid expenses.

The Johns Employment Agreement also contains covenants prohibiting Mrs.

Springer from disclosing confidential information

with respect to the Company.

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 28, 2022 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)

2 unchanged sentences

Directors and Named Executive Officers:

1,363,259 (3)

Stefanie Johns

Wayne Linsley

6 unchanged sentences

Delray Beach, FL 33483

2,323,992 (10)

Ionic Ventures, LLC (11)

3053 Fillmore St, Suite 256

San Francisco, CA 94123

1,237,625 (12)

Armistice Capital Master Fund Ltd.

c/o Armistice Capital, LLC

510 Madison Avenue, 7th Floor

New York, NY 10022

2,270,000 (14)

Richard Abbe (15)

Represents beneficial ownership of less than 1%.

3 unchanged sentences

Shares of common stock that are currently exercisable or convertible within 60 days of March 28, 2022 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 555,000 shares of the Company’s common stock.

Includes options to purchase up to 83,000 shares of the Company’s common stock.

Includes options to purchase up to 48,000 shares of the Company’s common stock.

Excludes 2,229 shares of common stock which are subject to vesting.

Includes options to purchase up to 83,000 shares of the Company’s common stock.

Includes options to purchase up to 1,055,000 shares of the Company’s common stock.

Includes options to purchase up to 375,000 shares of the Company’s common stock.

Includes options to purchase up to 88,000 shares of the Company’s common stock.

Excludes 941 shares of common stock which are subject to vesting.

Includes (i) 27,817 shares of the Company’s common stock held by Jane H.

Springer, (ii) options to purchase up to 245,000 shares of the Company’s common stock held by Jane H.

Springer, (iii) options to purchase up to 48,000 shares of the Company’s common stock held by Graig Springer and (iv) 1,104 shares of the Company’s common stock held by Graig Springer.

Excludes 2,229 shares of the Company’s common stock held by Graig Springer which are subject to vesting.

Includes options to purchase up to 123,000 shares of the Company’s common stock.

Includes (i) 27,817 shares of the Company’s common stock held by Jane H.

Springer, (ii) options to purchase up to 495,000 shares of the Company’s common stock held by Jane H.

Springer, (iii) options to purchase up to 88,000 shares of the Company’s common stock held by Graig Springer and (iv) 2,392 shares of the Company’s common stock held by Graig Springer.

Excludes 941 shares of the Company’s common stock held by Graig Springer which are subject to vesting.

Graig Springer is the spouse of Jane H.

Includes (i) 1,104 shares of the Company’s common stock held by Graig Springer, (ii) options to purchase up to 48,000 shares of the Company’s common stock held by Graig Springer, (iii) 27,817 shares of the Company’s common stock held by Jane H.

Springer and (iv) options to purchase up to 245,000 shares of the Company’s common stock held by Jane H.

Excludes 2,229 shares of the Company’s common stock held by Graig Springer which are subject to vesting.

Includes (i) 2,392 shares of the Company’s common stock held by Graig Springer, (ii) options to purchase up to 88,000 shares of the Company’s common stock held by Graig Springer, (iii) 27,817 shares of the Company’s common stock held by Jane H.

Springer and (iv) options to purchase up to 495,000 shares of the Company’s common stock held by Jane H.

Excludes 941 shares of the Company’s common stock held by Graig Springer which are subject to vesting.

Springer is the spouse of Graig Springer.

Kopin (“Mr.

Kopin”) and Daniel B.

Asher (“Mr.

Asher”), each of whom are managers of Intracoastal Capital LLC (“Intracoastal”), have shared voting control and investment discretion over the securities reported herein that are held by Intracoastal.

Kopin”) and Daniel B.

As a result, each of Mr.

1 unchanged sentence

Asher may be deemed to have beneficial ownership (as determined under Section 13(d) of the Exchange Act) of the securities reported herein that are held by Intracoastal.

Includes (i) 1,057,659 shares of common stock and (ii) warrants to purchase up to 1,352,913 shares of common stock.

Excludes warrants to purchase up to 72,287 shares of the Company’s common stock.

The warrants contain an ownership limitation such that the holder may not exercise such warrants to the extent that such exercise would result in the holder’s beneficial ownership being in excess of 9.99% of the Company’s issued and outstanding common stock together with all shares owned by the holder and its affiliates.

Pursuant to the Schedule 13G filed by Ionic Ventures LLC, Brendan O’Neil and Keith Coulston on January 12, 2021 (the “Ionic Schedule 13G”), Brendan O’Neil and Keith Coulston share voting and dispositive power over the securities held by Ionic Ventures LLC.

Pursuant to the Iconic Schedule 13G, includes (i) 825,083 shares of common stock and (ii) warrants to purchase up to 412,542 shares of common stock.

The securities are directly held by Armistice Capital Master Fund

Ltd., a Cayman Islands exempted company (the "Master Fund"), and may be deemed to be indirectly beneficially owned by:

(i) Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund;

and (ii) Steven Boyd,

as the Managing Member of Armistice Capital.

Armistice Capital and Steven Boyd disclaim beneficial ownership of the securities

except to the extent of their respective pecuniary interests therein.

Excludes warrants to purchase up to 3,805,950 shares of the Company’s common stock.

The warrants contain an ownership limitation such that the holder may not exercise such warrants to the extent that such exercise would result in the holder’s beneficial ownership being in excess of 4.99% of the Company’s issued and outstanding common stock together with all shares owned by the holder and its affiliates.

Richard Abbe is the managing member of Iroquois Capital Investment Group LLC.

Abbe has voting control and investment discretion over securities held by Iroquois Capital Investment Group LLC.

Abbe may be deemed to be the beneficial owner (as determined under Section 13(d) of the Exchange Act) of the shares held by Iroquois Capital Investment Group LLC.

Iroquois Capital Management L.L.C.

is the investment manager of Iroquois Master Fund, Ltd.

Iroquois Capital Management, LLC has voting control and investment discretion over securities held by Iroquois Master Fund.

As Managing Members of Iroquois Capital Management, LLC, Richard Abbe and Kimberly Page make voting and investment decisions on behalf of Iroquois Capital Management, LLC in their capacity as investment manager to Iroquois Master Fund Ltd.

As a result of the foregoing, Mr.

Abbe and Mrs.

Page may be deemed to have beneficial ownership (as determined under Section 13(d) of the Exchange Act) of the shares held by Iroquois Capital Management and Iroquois Master Fund.

Includes (i) 911,392 shares of common stock held by Iroquois Master Fund Ltd.

and (ii) 354,430 shares of common stock held by Iroquois Capital Investment Group LLC.

Excludes (i) warrants to purchase up to 911,392 shares of common stock held by Iroquois Master Fund Ltd.

and (ii) warrants to purchase up to 354,430 shares of common stock held by Iroquois Capital Investment Group LLC.

The warrants contain an ownership limitation such that the holder may not exercise such warrants to the extent that such exercise would result in the holder’s beneficial ownership being in excess of 4.99% of the Company’s issued and outstanding common stock together with all shares owned by the holder and its affiliates.

Securities Authorized for Issuance Under Equity Compensation

The following table summarizes information

about our equity compensation plans as of December 31, 2020.

Pursuant to the Schedule 13G filed by Intracoastal Capital LLC on February 11, 2022, includes warrants to purchase up to 1,425,200 shares of common stock.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table summarizes information about

our equity compensation plans as of December 31, 2021.

Number of securities

remaining available for

Number of securities

future issuance under

issued upon exercise of

exercise price of

equity compensation plans

outstanding options,

(excluding securities

Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)

Weighted average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

warrants and rights (a)

warrants and rights

reflected in column (a))

Equity compensation plans approved by security holder

Equity compensation plans not approved by security holder

CERTAIN RELATIONSHIPS AND

RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The following includes a summary of transactions

during our fiscal years ended December 31, 2020 and December 31, 2019 to which we have been a party, including transactions in

which the amount involved in the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end

for the last two completed fiscal years, and in which any of our directors, executive officers or, to our knowledge, beneficial

owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will

have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other

arrangements, which are described elsewhere in this Annual Report on Form 10-K.

We are not otherwise a party to a current related

party transaction, and no transaction is currently proposed, in which the amount of the transaction exceeds the lesser of $120,000

or 1% of the average of our total assets at year-end for the last two completed fiscal years and in which a related person had

or will have a direct or indirect material interest.

Laidlaw & Company (UK)

On February 14, 2019, we entered into

an underwriting agreement with Laidlaw pursuant to which we paid Laidlaw a fee in the amount of 7% of the gross proceeds of the

IPO, or $490,000.

We also reimbursed Laidlaw for certain out-of-pocket expenses, including the fees and disbursements of their

counsel, up to an aggregate of $200,000.

In addition, Laidlaw received five-year warrants to purchase 50,000 shares of our common

stock at an exercise price of $7.00 per share.

On August 16, 2019, we consummated a private

offering of units which each unit consisting of one share of our common stock and a warrant to purchase one-half share of our

common stock.

In connection with the offering, we paid Laidlaw a fee of $294,454.40.

In addition, Laidlaw received five-year warrants

to purchase 61,113 shares of our common stock at an exercise price of $5.00 per share.

during our fiscal years ended December 31, 2021 and December 31, 2020 to which we have been a party, including transactions in which the

amount involved in the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two

completed fiscal years, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5%

of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material

interest, other than equity and other compensation, termination, change in control and other arrangements, which are described elsewhere

in this Annual Report on Form 10-K.

We are not otherwise a party to a current related party transaction, and no transaction is currently

proposed, in which the amount of the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for

the last two completed fiscal years and in which a related person had or will have a direct or indirect material interest.

Laidlaw & Company (UK) Ltd.

On March 26, 2020, we entered into an underwriting

agreement with Laidlaw pursuant to which we paid Laidlaw a fee in the amount of 8% of the gross proceeds of our sale of 1,449,275

shares of common stock, or approximately $400,000.

We also reimbursed Laidlaw approximately $50,000 for management fee and certain

out-of-pocket expenses, including the fees and disbursements of their counsel in an amount equal to $25,000.

In addition, Laidlaw

received a warrant to purchase 72,464 shares of our common stock at an exercise price of $4.14 per share.

AIkido Pharma Inc.

In connection with the sale of 1,700,000

the shares of common stock, on June 30, 2017, we entered into a registration rights agreement (“AIkido RRA”) with

AIkido Pharma Inc.

f/k/a Spherix Incorporated (“AIkido”), a company in which Anthony Hayes, a former member of our

board of directors, is the Chief Executive Officer, Principal Financial Officer, Principal Accounting Officer and member of the

board of directors, pursuant to which we agreed, among other things, to file with the SEC a registration statement on Form S-1

under the Securities Act that covers the resale of 1,700,000 shares of common stock issued to AIkido pursuant to a securities

purchase agreement between us and AIkido and any securities issued or issuable upon any stock split, dividend or other distribution,

recapitalization or similar event with respect to the foregoing (the “AIkidoRegistrable Securities”).

the AIkido RRA, we are obligated to use our best efforts to have the registration statement declared effective by the SEC as soon

as practicable after it is filed with the SEC, but in no event later than the applicable Effectiveness Date.

“Effectiveness

means with respect to the initial registration statement required to be filed pursuant to the Aikido RRA, the 18 month

anniversary of the closing date of the transactions contemplated by the securities purchase agreement and, with respect to any

additional registration statements which may be required pursuant to the AIkido RRA, the earliest practical date on which we are

permitted to go effective on such additional registration statement;

provided, however, that, in the event we are notified by

the SEC that one or more of the above registration statements will not be reviewed or is no longer subject to further review and

comments, the Effectiveness Date as to such registration statement shall be the fifth trading day following the date on which

we are so notified if such date precedes the dates otherwise required above.

In addition, pursuant to the terms of the Aikido

RRA, without the consent of AIkido, neither we nor any of our security holders may include our securities in any registration

statements other than the AIkido Registrable Securities.

Furthermore, subject to certain exemptions, if at any time during the

Effectiveness Period there is not an effective registration statement covering all of the AIkido Registrable Securities and we

shall determine to prepare and file with the SEC a registration statement relating to an offering for our own account or the account

of others under the Securities Act of any of our equity securities, then we shall deliver to Aikido a written notice of such determination

and, if within 15 days after the date of the delivery of such notice, AIkido notifies us in writing, we must include in such registration

statement all or any part of such AIkido Registrable Securities requested to be registered by AIkido.

In addition, we entered into a lock-up

leak-out agreement with AIkido pursuant to which AIkido and its affiliates have agreed to not take certain actions, including

exercising their registration rights, until the 36 month anniversary of the IPO.

Furthermore, on March 7, 2021, AIkido entered

into a lock-up agreement pursuant to which it agreed, subject to certain exception, not to, among other things, (i) offer, sell,

contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably

be expected to, result in the disposition) of any shares of our common stock or common stock equivalents;

(ii) enter into any

swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of our securities;

(iii) engage in any short selling of our common stock;

or (iv) make any demand for or exercise any right with respect to, the

registration of any shares of our common stock or common stock equivalents until the 12 month anniversary of the effective date

of the lock-up agreement.

Pursuant to such agreement and the Aikido

RRA, we have registered an aggregate of 170,000 of the Aikido Registrable Securities for resale on registration statements on

Alderaan Group, LLC

On January 1, 2019, we entered into a

Project Management Agreement with Alderaan Group, LLC (“Alderaan”), a company in which Kenneth Rice, a former member

of our board of directors, is the Chief Executive Officer.

Pursuant to the terms of the Project Management Agreement, Alderaan

provided us with certain services including assistance with certain clinical trials of BioLexa, non-clinical work, material production

and stability studies, expansion efforts with respect to intellectual property and provided support with respect to our acquisition

During the years ended December 31, 2020 and 2019, we paid Alderaan an aggregate of $113,667 and $142,500, respectively,

pursuant to such agreement.

The agreement was terminated on July 29, 2020.

agreement with Laidlaw pursuant to which we paid Laidlaw a fee in the amount of 9% of the gross proceeds of our sale of 1,449,275 shares

of common stock, or approximately $400,000.

We also reimbursed Laidlaw approximately $50,000 for management fee and certain out-of-pocket

expenses, including the fees and disbursements of their counsel in an amount equal to $25,000.

In addition, Laidlaw received a warrant

to purchase 72,464 shares of our common stock at an exercise price of $4.14 per share.

Related Person Transaction Policy

We have adopted a formal policy regarding

approval of transactions with related parties.

For purposes of our policy only, a related person transaction is a transaction,

arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we and any related

person are, were or will be participants in which the amount involved exceeds the lesser of $120,000 or 1% of our total assets

at the end of our last completed fiscal year.

Transactions involving compensation for services provided to us as an employee or

director are not covered by this policy.

A related person is any executive officer, director or beneficial owner of more than

5% of any class of our voting securities, including any of their immediate family members and any entity owned or controlled by

such persons.

Under the policy, if a transaction has

been identified as a related person transaction, including any transaction that was not a related person transaction when originally

consummated or any transaction that was not initially identified as a related person transaction prior to consummation, our management

must present information regarding the related person transaction to our audit committee, or, if audit committee approval would

be inappropriate, to another independent body of our board of directors, for review, consideration and approval or ratification.

The presentation must include a description of, among other things, the material facts, the interests, direct and indirect, of

the related persons, the benefits to us of the transaction and whether the transaction is on terms that are comparable to the

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

Under the policy,

we will collect information that we deem reasonably necessary from each director, executive officer and, to the extent feasible,

significant shareholder to enable us to identify any existing or potential related-person transactions and to effectuate the terms

of the policy.

In addition, under our code of business conduct and ethics, our employees and directors will have an affirmative

responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest.

In considering related person transactions, our audit committee, or other independent body of our board of directors, will take

into account the relevant available facts and circumstances including, but not limited to:

We have adopted a formal policy regarding approval

of transactions with related parties.

For purposes of our policy only, a related person transaction is a transaction, arrangement or relationship,

or any series of similar transactions, arrangements or relationships, in which we and any related person are, were or will be participants

in which the amount involved exceeds the lesser of $120,000 or 1% of our total assets at the end of our last completed fiscal year.

involving compensation for services provided to us as an employee or director are not covered by this policy.

A related person is any

executive officer, director or beneficial owner of more than 5% of any class of our voting securities, including any of their immediate

family members and any entity owned or controlled by such persons.

Under the policy, if a transaction has been identified

as a related person transaction, including any transaction that was not a related person transaction when originally consummated or any

transaction that was not initially identified as a related person transaction prior to consummation, our management must present information

regarding the related person transaction to our audit committee, or, if audit committee approval would be inappropriate, to another independent

body of our board of directors, for review, consideration and approval or ratification.

The presentation must include a description of,

among other things, the material facts, the interests, direct and indirect, of the related persons, the benefits to us of the transaction

and whether the transaction is on terms that are comparable to the terms available to or from, as the case may be, an unrelated third

party or to or from employees generally.

Under the policy, we will collect information that we deem reasonably necessary from each director,

executive officer and, to the extent feasible, significant shareholder to enable us to identify any existing or potential related-person

transactions and to effectuate the terms of the policy.

In addition, under our code of business conduct and ethics, our employees and

directors will have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give

rise to a conflict of interest.

In considering related person transactions, our audit committee, or other independent body of our board

of directors, will take into account the relevant available facts and circumstances including, but not limited to:

the risks, costs and benefits to us;

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.

The policy requires that, in determining

whether to approve, ratify or reject a related person transaction, our audit committee, or other independent body of our board

of directors, must consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, our

best interests and those of our shareholders, as our audit committee, or other independent body of our board of directors, determines

in the good faith exercise of its discretion.

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.

The policy requires that, in determining whether

to approve, ratify or reject a related person transaction, our audit committee, or other independent body of our board of directors, must

consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, our best interests and those of

our shareholders, as our audit committee, or other independent body of our board of directors, determines in the good faith exercise of

its discretion.

Director Independence

Our board of directors has determined

that a majority of the board consists of members who are currently “independent”

as that term is defined under NASDAQ

Listing Rule 5605(a)(2).

The Board considers Wayne Linsley, Vadim Mats, David Sarnoff and Graig Springer to be “independent.”

PRINCIPAL ACCOUNTANT FEES

The following table sets forth the aggregate fees billed by

WithumSmith+Brown, PC as described below:

Our board of directors determined that a majority

of the board during the year ended December 31, 2021 consisted of members who were “independent” as that term is defined under

Nasdaq Listing Rule 5605(a)(2).

The Board considered Wayne Linsley, Vadim Mats, David Sarnoff and Graig Springer to be “independent.”

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The 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 consolidated financial

statements, the review of interim consolidated financial statements, and related services that are normally provided in connection

with registration statements.

Audit fees consist of

fees billed for professional services performed by WithumSmith+Brown, PC for the audit of our annual consolidated financial statements,

the review of interim consolidated financial statements, and related services that are normally provided in connection with registration

There were $98,365 and $91,567 of such fees incurred by the Company in the fiscal years ended December 31, 2021 and 2020,

respectively.

Audit-Related Fees:

Audit related

fees may consist of fees billed by an independent registered public accounting firm for assurance and related services that are

reasonably related to the performance of the audit or review of our consolidated financial statements.

There were no such fees

incurred by the Company in the fiscal year ended December 31, 2020.

Tax fees may consist

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

There were no such fees incurred

by the Company in the fiscal years ended December 31, 2020 and 2019.

Audit related fees

may consist of fees billed by an independent registered public accounting firm for assurance and related services that are reasonably

related to the performance of the audit or review of our consolidated financial statements.

There were no such fees incurred by the Company

in the fiscal years ended December 31, 2021 and 2020.

Tax fees may consist of fees

for professional services, including tax compliance performed by WithumSmith+Brown, PC.

There were $3,605 and $0 of such fees incurred

by the Company in the fiscal years ended December 31, 2021 and 2020, respectively.

All Other Fees:

There were no such

fees incurred by the Company in the fiscal years ended December 31, 2020 and 2019.

There were no such fees

incurred by the Company in the fiscal years ended December 31, 2021 and 2020.

Pre-Approval Policies and Procedures

In accordance with the Sarbanes-Oxley

Act, our audit committee charter requires the audit committee to pre-approve all audit and permitted non-audit services provided

by our independent registered public accounting firm, including the review and approval in advance of our independent registered

public accounting firm’s annual engagement letter and the proposed fees contained therein.

The audit committee has the ability

to delegate the authority to pre-approve non-audit services to one or more designated members of the audit committee.

authority is delegated, such delegated members of the audit committee must report to the full audit committee at the next audit

committee meeting all items pre-approved by such delegated members.

In the fiscal years ended December 31, 2020 and 2019 all of

the services performed by our independent registered public accounting firm were pre-approved by the audit committee.

In accordance with Sarbanes-Oxley, our audit committee

charter requires the audit committee to pre-approve all audit and permitted non-audit services provided by our independent registered

public accounting firm, including the review and approval in advance of our independent registered public accounting firm’s annual

engagement letter and the proposed fees contained therein.

The audit committee has the ability to delegate the authority to pre-approve

non-audit services to one or more designated members of the audit committee.

If such authority is delegated, such delegated members of

the audit committee must report to the full audit committee at the next audit committee meeting all items pre-approved by such delegated

In the fiscal years ended December 31, 2021 and 2020 all of the services performed by our independent registered public accounting

firm were pre-approved by the audit committee.

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

4 unchanged sentences

Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statements of Changes in Stockholders’

Consolidated Statements of Changes in Stockholders’ Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

The consolidated financial statements

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

The consolidated financial statements required

by this Item are included beginning at page F-1.

Financial Statement Schedules:

All financial statement schedules have

been omitted because they are not applicable, not required or the information required is shown in the consolidated financial

statements or the notes thereto.

All financial statement schedules have been omitted

because they are not applicable, not required or the information required is shown in the consolidated financial statements or the notes

EXHIBIT INDEX

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

to Articles of Incorporation (Incorporated by reference to Exhibit 3.2 to the Company’s Form S-1/A filed on December

of Designations, Preferences and Rights of the Series A Convertible Preferred Stock (Incorporated by reference to Exhibit

3.3 to the Company’s Form S-1/A filed on December 14, 2018)

to Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on February 20,

and Restated Bylaws (Incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed on February 20, 2019)

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)

of Underwriter Warrant (Incorporated by reference to Exhibit 4.2 to the Company’s Form S-1/A filed on January 11, 2019)

of Warrant (Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on March 25, 2020)

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

Description of the Registrant’s Securities

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 on February 20, 2019)

Agreement with the University of Cincinnati dated May 18, 2018 (Incorporated by reference to Exhibit 10.5 to the Company’s

Form S-1/A filed on December 14, 2018)

Service Agreement with Regus dated June 26, 2017 (Incorporated by reference to Exhibit 10.7 to the Company’s Form S-1/A

filed on December 14, 2018)

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

of Unit Purchase Agreement (Incorporated by reference to Exhibit 10.9 to the Company’s Form S-1/A filed on December

of Investor Rights Agreement (Incorporated by reference to Exhibit 10.10 to the Company’s Form S-1/A filed on December

Equity Incentive Plan (Incorporated by reference to Exhibit 10.11 to the Company’s Form S-1/A filed on December 14,

Renewal Agreement with Regus dated April 14, 2020 (Incorporated by reference to exhibit 10.9 to the Company’s Form 10-K filed on March 2, 2020)

of Securities Purchase Agreement (Incorporated by reference to Exhibit 10.13 to the Company’s Form S-1/A filed on December

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

Agreement between Hoth Therapeutics, Inc.

and David Briones (Incorporated by reference to Exhibit 10.1 to the Company’s

Form 8-K filed on March 7, 2019)

of Subscription Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on August 21, 2019)

of Unit Purchase Agreement (Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on August 21,

of Warrant (Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on August 21, 2019)

of Registration Rights Agreement (Incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed on August

of Placement Agent Warrant (Incorporated by reference to Exhibit 10.5 to the Company’s Form 8-K filed on August 21,

Sublicense Agreement between the Company and Zylö

Therapeutics, Inc.

(Incorporated by reference to Exhibit 10.1 to the

Company’s Form 8-K filed on August 23, 2019)

and Restated Employment Agreement between Hoth Therapeutics, Inc.

Springer (Incorporated by reference to Exhibit

10.7 to the Company’s Form 10-Q filed on November 12, 2019)

License Agreement with North Carolina State University dated November 20, 2019 (Incorporated by reference to exhibit 10.22 to the Company’s Form 10-K filed on March 2, 2020)

and Royalty Agreement by and between the Company and Voltron Therapeutics, Inc.

dated March 23, 2020 (Incorporated by reference

to Exhibit 10.1 to the Company’s Form 8-K filed on March 23, 2020)

Interest Purchase Agreement by and between the Company and HaloVax, LLC dated March 23, 2020 (Incorporated by reference

to Exhibit 10.2 to the Company’s Form 8-K filed on March 23, 2020)

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)

Interest Purchase Agreement by and between the Company and HaloVax, LLC dated May 28, 2020 (Incorporated by reference to Exhibit

10.1 to the Company’s Form 8-K filed on May 29, 2020)

Project Agreement by and between the Company and Virginia Commonwealth University (Incorporated by reference to Exhibit 10.1

to the Company’s Form 8-K filed on July 2, 2020)

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)

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

dated February 27, 2013 assigned to the

Company on May 14, 2020 (Incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed on August 13, 2020)

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

17, 2013 assigned to the Company on May 14, 2020 (Incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q

filed on August 13, 2020)

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

dated February

27, 2013 assigned to the Company on May 14, 2020 (Incorporated by reference to Exhibit 10.5 to the Company’s Form 10-Q

filed on August 13, 2020)

and Assumption Agreement by and between the Company and Chelexa BioSciences, Inc.

dated May 14, 2020 (Incorporated by reference

to Exhibit 10.6 to the Company’s Form 10-Q filed on August 13, 2020)

Agreement by and between the Company and Chelexa BioSciences, Inc.

dated May 14, 2020 (Incorporated by reference to Exhibit

10.7 to the Company’s Form 10-Q filed on August 13, 2020)

Agreement by and among the Company, Chelexa BioSciences, Inc.

and the University of Cincinnati dated May 14, 2020 (Incorporated

by reference to Exhibit 10.8 to the Company’s Form 10-Q filed on August 13, 2020)

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)

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)

Research Agreement by and between the Company and the George Washington University (Incorporated by reference to Exhibit 10.1

to the Company’s Form 8-K filed on September 21, 2020)

of Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on January

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

of Registration Rights Agreement (Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on January

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

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 Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on March 9, 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)

Form of Pre-Funded Warrants (Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on March 9, 2021)

Form of Registration Rights Agreement (Incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed on March 9, 2021)

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

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)

Amendment to Articles of Incorporation (Incorporated by reference to Exhibit 3.2 to the Company’s Form S-1/A filed on December 14, 2018)

Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock (Incorporated by reference to Exhibit 3.3 to the Company’s Form S-1/A filed on December 14, 2018)

Amendment to Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on February 20, 2019)

Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed on February 20, 2019)

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)

Form of Underwriter Warrant (Incorporated by reference to Exhibit 4.2 to the Company’s Form S-1/A filed on January 11, 2019)

Form of Warrant (Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on March 25, 2020)

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

Description of the Registrant’s Securities

Amended 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 on February 20, 2019)

Office Service Agreement with Regus dated June 26, 2017 (Incorporated by reference to Exhibit 10.7 to the Company’s Form S-1/A filed on December 14, 2018)

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

Form of Investor Rights Agreement (Incorporated by reference to Exhibit 10.10 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)

Renewal Agreement with Regus dated April 14, 2020 (Incorporated by reference to Exhibit 10.9 to the Company’s Form 10-K filed on March 2, 2020 )

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)

Employment Agreement between Hoth Therapeutics, Inc.

and David Briones (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on March 7, 2019)

Form of Warrant (Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on August 21, 2019)

Form of Registration Rights Agreement (Incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed on August 21, 2019)

Form of Placement Agent Warrant (Incorporated by reference to Exhibit 10.5 to the Company’s Form 8-K filed on August 21, 2019)

Amended and Restated Employment Agreement between Hoth Therapeutics, Inc.

Springer (Incorporated by reference to Exhibit 10.7 to the Company’s Form 10-Q filed on November 12, 2019)

License Agreement with North Carolina State University dated November 20, 2019 (Incorporated by reference to Exhibit 10.22 to the Company’s Form 10-K filed on March 2, 2020)

Development and Royalty Agreement by and between the Company and Voltron Therapeutics, Inc.

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)

Sponsored Project Agreement by and between the Company and Virginia Commonwealth University (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on July 2, 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.

dated February 27, 2013 assigned to the Company on May 14, 2020 (Incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed on August 13, 2020)

First Amendment to Exclusive License Agreement by and between the University of Cincinnati and Chelexa BioSciences, Inc.

dated April 17, 2013 assigned to the Company on May 14, 2020 (Incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q filed on August 13, 2020)

Second Amendment to Exclusive License Agreement by and between the University of Cincinnati and Chelexa BioSciences, Inc.

dated February 27, 2013 assigned to the Company on May 14, 2020 (Incorporated by reference to Exhibit 10.5 to the Company’s Form 10-Q filed on August 13, 2020)

Assignment and Assumption Agreement by and between the Company and Chelexa BioSciences, Inc.

dated May 14, 2020 (Incorporated by reference to Exhibit 10.6 to the Company’s Form 10-Q filed on August 13, 2020)

Royalty Agreement by and between the Company and Chelexa BioSciences, Inc.

dated May 14, 2020 (Incorporated by reference to Exhibit 10.7 to the Company’s Form 10-Q filed on August 13, 2020)

Novation Agreement by and among the Company, Chelexa BioSciences, Inc.

and the University of Cincinnati dated May 14, 2020 (Incorporated by reference to Exhibit 10.8 to the Company’s Form 10-Q filed on August 13, 2020)

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)

Sponsored Research Agreement by and between the Company and the George Washington University (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on September 21, 2020)

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

Form of Registration Rights Agreement (Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on January 8, 2021)

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)

Form of Pre-Funded Warrants (Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on March 9, 2021)

Form of Registration Rights Agreement (Incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed on March 9, 2021)

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)

First Amendment to the Amended and Restated Employment Agreement between the Company and Jane Springer dated June 25, 2021 (Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on June 30, 2021)

Subsidiaries of the registrant

4 unchanged sentences

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

XBRL Instance Document.

XBRL Taxonomy Extension Schema.

XBRL Taxonomy Extension Calculation Linkbase.

XBRL Taxonomy Extension Labels Linkbase.

XBRL Taxonomy Extension Presentation Linkbase.

XBRL Taxonomy Extension Definition Linkbase.

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File – the cover page of

the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021 is formatted in Inline XBRL

Filed herewith.

Indicates a management contract or any compensatory plan, contract or

Confidential treatment has been requested to a portion of this exhibit,

and such confidential portion has been deleted and filed separately with the SEC.

Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions

of this exhibit were omitted by means of marking such portions with an asterisk because the identified confidential portions

(i) are not material and (ii) would be competitively harmful if publicly disclosed.

Indicates a management contract or any compensatory plan, contract or arrangement.

Confidential treatment has been requested to a portion of this exhibit, and such confidential portion has been deleted and filed separately with the SEC.

Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit were omitted by means of marking such portions with an asterisk because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.

FORM 10-K SUMMARY

Not applicable.

Pursuant to the requirements

of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K

to be signed on its behalf by the undersigned, thereunto duly authorized on this 16th day of March, 2021.

of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed

on its behalf by the undersigned, thereunto duly authorized on this 29th day of March, 2022.

HOTH THERAPEUTICS, INC.

1 unchanged sentence

Chief Executive Officer

(Principle Executive Officer)

(Principal Executive Officer)

/s/ David Briones

3 unchanged sentences

Pursuant to the requirements

of the Securities Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

of the Securities Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant

and in the capacities and on the dates indicated.

/s/ Robb Knie

Chief Executive Officer, President and Director

March 29, 2022

(Principle Executive Officer)

Stefanie Johns

(Principal Executive Officer)

/s/ Stefanie Johns

Chief Scientific Officer

March 29, 2022

David Briones

Stefanie Johns

/s/ David Briones

Chief Financial Officer

2 unchanged sentences

(Principal Financial and Accounting Officer)

March 16, 2021

Wayne Linsley

/s/ Wayne Linsley

March 29, 2022

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures