What changed in this filing

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Item 9A. Controls and Procedures

2023-03-31 compared with 2022-03-30 · 520 added, 441 removed, 397 unchanged (71% of the section changed)

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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.

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, 2022, 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, 2021, our internal control over financial reporting was effective based on such criteria.

Based on this assessment, our management concluded that, as

of December 31, 2022, our internal control over financial reporting was not effective because it identified a material weakness.

weakness is a significant deficiency or a combination of significant deficiencies in internal control over financial reporting such that

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

detected on a timely basis.

Specifically, our management concluded that we

lacked sufficient resources necessary to provide adequate segregation of duties related to the preparation and review of our financial

information used in financial reporting and review of controls over the financial reporting process, including cutoff related to accruals

and prepaids.

We expect to be materially dependent upon third parties to provide

us with accounting consulting services for the foreseeable future which we believe mitigates the impact of the material weaknesses discussed

In light of the material weakness, we performed additional analysis and other post-closing procedures to ensure the reliability

of financial reporting and that our financial statements were prepared in accordance with GAAP.

Accordingly, we believe that the financial

statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows

for the periods presented.

Our management, including our principal executive

officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent

all error and all fraud.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance

that the objectives of the control system are met.

Further, the design of a control system must reflect the fact that there are resource

constraints, and the benefits of controls must be considered relative to their costs.

Due to the inherent limitations in all control systems,

no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have

been detected.

Remediation Plans

In order to address the material weakness related

to accruals and prepaids, we have implemented a new closing process for each quarter and year end to properly account for and book expenses

Attestation Report of our Registered Public

Accounting Firm

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.

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

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OTHER INFORMATION

Robb Knie Employment Agreement

On March 28, 2023, we entered into an employment agreement (the “2023

Knie Employment Agreement”) with Robb Knie, pursuant to which Mr.

Knie continues to serve as our Chief Executive Officer.

of the 2023 Knie Employment Agreement will continue for a period of three years 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 is $450,000 per year.

Knie is eligible

to receive an annual bonus of up to $350,000 per year at the discretion of the compensation committee of the Company, based upon the achievement

of Company and individual performance targets established by the compensation committee.

Under the 2023 Knie Employment Agreement, Mr.

Knie is also entitled to receive equity-based compensation awards.

In addition, the 2023 Knie Employment Agreement contains standard non-competition

and non-solicitation provisions.

Knie is also eligible to receive additional equity-based compensation awards as the Company may grant

from time to time.

The 2023 Knie Employment Agreement further provides for standard expense reimbursement, vacation time and other standard

executive benefits.

Pursuant to the 2023 Knie Employment Agreement, in the event Mr.

employment is terminated without Cause (as defined in the 2023 Knie Employment Agreement), due to a non-renewal by the Company, he voluntarily

resigns, or if he resigns for Good Reason (as defined in the 2023 Knie Employment Agreement), Mr.

Knie is entitled to (i) a cash

payment equal to the sum of (x) 24 months of his base salary at the then current rate (or 36 months if such termination occurs within

12 months of a Change in Control (as defined in the 2023 Knie Employment Agreement)) and (y) annual bonus in effect on his last day of

(ii) continuation of health benefits for a period of 24 months (or 36 months if such termination occurs within 12 months

of a Change in Control);

(iii) a lump sum payment equal to the amount of any annual bonus earned with respect to a prior fiscal year,

but unpaid as of the date of termination;

(iv) a lump sum payment equal to the amount of annual bonus that was accrued through the

date of termination for the year in which employment ends;

and (v) subject to Mr.

Knie’s compliance with his restrictive covenants,

the outstanding and unvested portion of any equity award will accelerate and immediately vest on the date of Mr.

Knie’s termination.

In the event that Mr.

Knie’s employment is terminated due to his death or disability, he will be entitled to receive (i) a lump sum payment equal

to the amount of any annual bonus earned with respect to a prior fiscal year, but unpaid as of the date of termination;

sum payment equal to the amount of annual bonus that was accrued for the year in which employment ends;

and (iii) the treatment of

any equity awards in accordance with their respective equity award agreements.

In the event that Mr.

Knie’s employment

is terminated due to his non-renewal or resignation without Good Reason, he will be entitled to receive a lump sum payment equal to the

amount of any annual bonus earned with respect to a prior fiscal year, but unpaid as of the date of termination.

The foregoing description of

the material terms of the 2023 Knie Employment Agreement does not purport to be complete

and is qualified in its entirety by reference to the full text of the 2023 Knie Employment Agreement ,

a copy of which is filed as Exhibit 10.36 to this Annual Report on Form 10-K and is incorporated herein by reference.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS

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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 as of March 17, 2023.

President, Chief Executive Officer and Director

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Chief Financial Officer

Stefanie Johns

Chief Scientific Officer

Wayne Linsley

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of directors of FoxWayne Enterprises Acquisition Corp.

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

Knie served as the President of Lifeline Industries Inc.

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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.

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

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.

He consults with various public companies in financial reporting, internal control development and evaluation,

budgeting and forecasting.

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.

David Briones has served as Chief Financial Officer

of the Company since March 2019 and has over 24 years of public accounting and executive level experience.

He consults with various

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

Since September 2021,

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 October 2010, he has served as the managing member

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

to both public and private companies.

Since 2010, Mr.

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

private equity firms.

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

capital funds and private equity firms.

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

Briones served as Executive Chair of Zovis Pharmaceuticals, and from August 2013 to January 2020, Mr.

Briones served as Chief

Financial Officer of Petro River Oil Corp.

(“PTRC”), an independent energy company focused on the exploration and

development of conventional oil and gas assets.

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

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.

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

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

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

ADTX), a pre-clinical stage, life sciences

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

initial public offering).

From October 2017 to May 2018, Mr.

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

exchange and marketplace.

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

Stefanie Johns

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 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.

In addition, Dr.

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.

Briones has served as a member of

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

Briones received a bachelors of science degree in accounting

from Fairfield University.

Wayne Linsley

Linsley has served as a director of the

Company since April 2020.

Linsley has served as a director of the Company since April

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.

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.

He has 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.

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.

We believe Mr.

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.

Since May 2015, Mr.

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

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

In addition, since December 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.

In addition, since December

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

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

From October 2003 until May 2015, Mr.

Sarnoff served as the

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

as a Legal Recruiter for Schneider Legal Search, Inc.

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,

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.

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.

In September of 2020, Mr.

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

Committee of the New York City Bar Association.

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

of arts from Hofstra University.

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

We believe that

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.

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

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

Sarnoff received his Juris Doctor from Rutgers University School

of Law and his bachelor of arts from Hofstra University.

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

We believe that Mr.

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

in executive leadership and business development.

Graig Springer

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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.

Springer has served as Vice President for Brookfield Oaktree Wealth Solutions LLC (“Brookfield”)

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

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 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’

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.

Jeff Pavell has served as a director of the Company

since December 2022.

Since January 2017, Dr.

Pavell has served as Chief of Rehabilitation Medicine

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

In addition, since December

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

Furthermore, since 2010, Dr.

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

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

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

Pavell is also certified in pain

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

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

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

Since January 2021, Dr.

Pavell has served as a member of the board of directors as well as chairman of the audit committee and a member of the compensation committee of FoxWayne, a special purpose acquisition

Furthermore, since September 2022, Dr.

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

SILO) (“Silo”) as well

as a member of the audit committee, compensation committee and chair of the nominating and corporate governance committee of Silo.

believe that Dr.

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

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

Family Relationships

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Except as set forth herein, to our knowledge,

there is no arrangement or understanding between any of our officers or directors and any other person pursuant to which the officer

or director was selected to serve as an officer or director.

there is no arrangement or understanding between any of our officers or directors and any other person pursuant to which the officer or

director was selected to serve as an officer or director.

Involvement in Certain Legal Proceedings

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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

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

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

specific issues.

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

Our board of directors has determined that all

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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 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 is responsible for, among

other things:

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

reviewing the proposed scope and results of the audit;

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

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

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

establishing procedures for complaints received by us regarding accounting matters;

overseeing internal audit functions, if any;

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

Our audit committee consists of Wayne Linsley,

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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.

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

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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.

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.

On December 7, 2022, David Sarnoff resigned as

a member of our compensation committee.

Our audit committee currently consists of Wayne Linsley, Graig Springer and Jeff Pavell, with

Wayne Linsley serving as chair.

Our board of directors adopted a written charter

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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 nominating and governance committee is responsible for, among other

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

Our board of directors adopted a written charter

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

The members of such board are as follows:

Mario Lacouture,

William Weglicki, and Dr.

As of March 17, 2023, the members of such board are as follows:

Mario Lacouture, Dr.

William Weglicki, Dr.

Mark Heaney and Dr.

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

Andrew Herr, Dr.

Michael Peters, Dr.

Glenn Cruse, Dr.

1 unchanged sentence

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, 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.

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

John Cirrito, Dr.

Stefanie Johns and Sergio Traversa as Non-Medical Doctor members.

Code of Business Code and Ethics Conduct

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Summary Compensation Table

The following table sets forth the compensation

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

and Principal Position

Incentive Plan Compensation

deferred compensation earnings

Other Compensation

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

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Option Exercise Price ($)

The following table sets forth the compensation paid or accrued during

the fiscal year ended December 31, 2022 and 2021 to our principal executive officer and an additional officer (collectively, the “named

executive officers”):

Robb Knie, Chief Executive Officer and President;

Stefanie Johns, former Chief Scientific Officer.

Name and Principal Position

Incentive Plan

Chief Executive Officer and President

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, 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

Option Awards

Non-Equity Incentive Plan Compensation

Nonqualified deferred compensation earnings

All Other Compensation

Vadim Mats (1)

David Sarnoff

Graig Springer

Wayne Linsley

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’

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 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.

Former Chief Scientific Officer

(1) Represents

payments of discretionary bonuses for performance during the applicable years as determined

by the board, and as further described below Bonus Arrangements.

(2) Represents

the aggregate grant date fair value of options granted for the fiscal year ended December

31, 2022 and December 31, 2021 as determined in accordance with FASB ASC Topic 718, rather

than the amount paid to or realized by Robb Knie and Stefanie Johns.

See Note 7, “Stockholders’

Equity” in the notes to the Company’s consolidated financial statements for the

fiscal year ended December 31, 2022 and December 31, 2021 included in this Annual Report

on Form 10-K for more information regarding the Company’s accounting for share-based

compensation plans.

other compensation represents the employer matching contributions to each Robb Knie’s

and Stefanie Johns’ 401(k) accounts and the amounts received for their executive health

or supplemental health insurance premiums.

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

in the amount $18,000 and $15,917 for fiscal years 2022 and 2021, respectively, and (ii)

payments for executive health or supplemental medical insurance premiums in the amounts of

$76,009 and $70,344 for fiscal years 2022 and 2021, respectively.

Johns received (A)

an employer 401(k) contribution in the amount $18,300 and $6,475 for fiscal years 2022 and

2021, respectively, and (B) payments for executive health or supplemental medical insurance

premiums in the amounts of $34,463 and $40,419 for fiscal years 2022 and 2021, respectively.

For 2022, all other compensation for Ms.

Johns includes the following in connection with

payments received under the Stefanie Johns Separation Agreement and General Release, dated

December 9, 2022, pursuant to which Ms.

Johns was entitled to the following payments for

the fiscal year ended on December 31, 2022:

Stefanie Jones

Employment Agreements

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with respect to the Company.

Jane Springer Employment Agreement

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 (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

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.

On March 28, 2023, the Company

entered into the 2023 Knie Employment Agreement which is fully described in “Item 9B.

Other Information.” The 2023 Knie Employment

Agreement generally provides for the same material terms described above, except the material changes are as follows:

(i) in the event

Knie’s employment is terminated without Cause, due to a non-renewal by the Company, he voluntarily resigns, or if he resigns

for Good Reason, Mr.

Knie is entitled to (A) a cash payment equal to the sum of (x) 24 months of his base salary at the then current rate

(or 36 months if such termination occurs within 12 months of a Change in Control) and (y) annual bonus in effect on his last day of employment;

(B) continuation of health benefits for a period of 24 months (or 36 months if such termination occurs within 12 months of a Change in

(C) a lump sum payment equal to the amount of any annual bonus earned with respect to a prior fiscal year, but unpaid as of

the date of termination;

(D) a lump sum payment equal to the amount of annual bonus that was accrued through the date of termination for

the year in which employment ends;

and (E) subject to Mr.

Knie’s compliance with his restrictive covenants, the outstanding and

unvested portion of any equity award will accelerate and immediately vest on the date of Mr.

Knie’s termination;

(ii) in the event

Knie’s employment is terminated due to his death or disability, he will be entitled to receive (A) a lump sum payment equal

to the amount of any annual bonus earned with respect to a prior fiscal year, but unpaid as of the date of termination;

(B) a lump sum

payment equal to the amount of annual bonus that was accrued for the year in which employment ends;

and (C) the treatment of any equity

awards in accordance with their respective equity award agreements;

and (iii) in the event that Mr.

Knie’s employment is terminated

due to his non-renewal or resignation without Good Reason he will be entitled to receive a lump sum payment equal to the amount of any

annual bonus earned with respect to a prior fiscal year, but unpaid as of the date of termination.

See “Item 9B.

Other Information” for additional details.

Stephanie Johns Employment Agreement

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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.

Johns, as amended on January 29, 2021, June 25, 2021 and November 10, 2022 (as amended, the “Johns

Employment Agreement”), pursuant to which Dr.

Johns served as Chief Scientific Officer of the Company effective as of September

8, 2020 (the “Effective Date”).

Pursuant to the third amendment to the Johns Employment Agreement dated November 10, 2022

(the “Third Amendment”), the term of the Johns Employment Agreement was to continue for a period of no

more than six months from the date of the Third Amendment;

provided, however, the Company or Dr.

Johns had the right to terminate Dr.

Johns’ employment prior to the expiration of such six month period for any reason upon 10 days prior notice.

the terms of the Johns Employment Agreement, Dr.

Johns was to receive an annual base salary of $265,000 (effective as of July 1, 2021)

and was eligible to participate in Benefit Plans (as defined in the Johns Employment Agreement) from time to time, in effect for senior

however, pursuant to the Third Amendment, Dr.

Johns would no longer be eligible to receive

any annual bonus or equity awards.

Furthermore, pursuant to the Third Amendment, upon separation

Johns’ employment from the Company for any reason, the Company would be required to provide Dr.

Johns with all accrued but

unpaid compensation earned through her final day of employment, all accrued but unused vacation and reimbursement of all documented, unreimbursed

expenses incurred prior to her separation.

Moreover, upon Dr.

Johns’ execution of a release of claims after her final day of employment,

as set forth in the Third Amendment, the Company was required to provide Dr.

Johns with certain benefits as set forth therein.

9, 2022 (the “Johns Separation Date”), the employment of Stefanie Johns as Chief Scientific Officer of the Company ceased.

On the Johns Separation Date, the Company entered into a Separation Agreement and General Release (the “Johns Separation Agreement”)

Johns pursuant to which Dr.

Johns shall (i) receive six months of base salary, subject to applicable withholdings and deductions

and (ii) be entitled to continue any benefits (the “Benefits”) under Company sponsored health and medical plans for a period

of six months from the Johns Separation Date;

provided, however, in the event that Dr.

Johns obtains benefits that are equivalent to or

greater than the Benefits provided by the Company through an alternative source prior to the end of such six month period, the Company’s

obligation to provide the Benefits shall cease.

Furthermore, pursuant to the Johns Separation Agreement, Dr.

Johns agreed to release and

discharge the Released Parties (as defined in the Johns Separation Agreement) from any and all charges, complaints, claims, liabilities,

obligations, promises, agreements, damages, actions, causes of action, whether accrued or to be accrued, suits, rights, demands, costs,

losses, debts and expenses of any nature whatsoever, whether in law or in equity, whether known or unknown and under any legal theory

whatsoever, against the Released Parties through the Johns Separation Date.

Grant Practices

2018 Equity Incentive Plan

On May 4, 2018, the Company’s board of directors

adopted the Hoth Therapeutics, Inc.

2018 Omnibus Equity Incentive Plan (the “2018 Plan”).

The 2018 Plan became effective on

May 4, 2018 upon approval of the 2018 Plan by the Company’s shareholders at the Company’s annual meeting of shareholders.

Pursuant to the 2018 Plan, the Company can grant stock options, stock appreciation rights, restricted stock, restricted stock units, deferred

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

As of December 31, 2022, the outstanding option awards

total 104,651, as described in the table “Option Awards” below.

2022 Equity Incentive Plan

On March 24, 2022, the Company’s board of

directors adopted the Hoth Therapeutics, Inc.

2022 Omnibus Equity Incentive Plan (the “2022 Plan”) initially reserving 96,000

shares of the Company’s common stock for issuance thereunder.

The 2022 Plan became effective on June 23, 2022 upon approval of the

2022 Plan by the Company’s shareholders at the Company’s annual meeting of shareholders.

Pursuant to the 2022, the Company

can grant stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units, annual or long-term

performance awards or other stock-based awards.

Bonus Arrangements

Pursuant to the terms of the executive employment

agreements described above, the Company, through the board, has the discretion to determine the amounts of the annual incentive bonus

payments which executives may receive Based on the review of the Company’s performance for calendar year 2022, the board, in its

sole discretion, determined to pay the bonuses to the named executive officers listed in the summary compensation table above.

The Company maintains a defined contribution employee

retirement plan, or 401(k) plan, for its employees.

The 401(k) plan is intended to qualify as a tax-qualified plan under Section 401(k)

of the Code so that contributions to the 401(k) plan, and income earned on such contributions, are not taxable to participants until withdrawn

or distributed from the 401(k) plan.

The Company will match a participant's contribution 100% up to 6% of their compensation, subject

to statutory limits.

Perquisites are not a material component of compensation.

In general, named executive officers do not receive reimbursements for meals, airlines, and travel costs, other than those costs allowed

for all employees.

During 2022, no named executive officers received an allowance from the Company or any of the above or a reimbursement

for any expense incurred for non-business purposes.

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, 2022.

There were no stock awards or

other equity awards outstanding as of December 31, 2022.

Option Awards

Options (#) Exercisable

Unexercisable

Stefanie Johns

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

Stock options granted to Stefanie Johns vested in full immediately upon grant.

On December 9, 2022, the employment of Stefanie Johns as Chief Scientific Officer of the Company ceased.

As a result, on March 9, 2023, the options which were vested but unexercised expired pursuant to the terms of the option agreements.

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, 2022.

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

Incentive Plan

Vadim Mats (1)

David Sarnoff

Graig Springer

Wayne Linsley

Jeff Pavell (2)

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

Jeff Pavell was appointed as a member of the Company’s board of directors on December 7, 2022.

Amounts reported represent the aggregate grant date fair value for option awards granted in each respective year in accordance with FASB ASC Topic 718, excluding the effect of forfeitures.

See Note 7, “Stockholders’ Equity ” in the notes to the Company’s consolidated financial statements for the fiscal year ended 2022 included in this Annual Report on Form 10-K for the year ended 2022 for more information regarding the Company’s accounting for share-based compensation plans.

On March 16, 2022, Vadim Mats was granted ten-year

options to purchase up to 2,000 shares of the Company’s common stock at an exercise price of $14.75, which options vested in full

On March 16, 2022, David Sarnoff was granted ten-year

options to purchase up to 1,600 shares of the Company’s common stock at an exercise price of $14.75, which options vested in full

On March 16, 2022, Graig Springer was granted

ten-year options to purchase up to 1,600 shares of the Company’s at an exercise price of $14.75, which options vested in full upon

On March 16, 2022, Wayne Linsley was granted ten-year

options to purchase up to 1,600 shares of the Company’s common stock, at an exercise price of $14.75, which options vested in full

Non-Employee Director Compensation Policy

Our directors receive $50,000 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’

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.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

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Beneficial Owner (1)

Shares of Common Stock Beneficially Owned

Percentage (2)

Directors and Named Executive Officers:

Stefanie Johns

Wayne Linsley

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5% or Greater Shareholders:

Intracoastal Capital LLC (9)

245 Palm Trail

Delray Beach, FL 33483

Represents beneficial ownership of less than 1%.

The address of each person is c/o Hoth Therapeutics, Inc., 1 Rockefeller Plaza, Suite 1039, New York, New York 10020 unless otherwise indicated herein.

Armistice Capital, LLC (8)

510 Madison Avenue, 7th Floor

New York, New York 10022

* Represents beneficial ownership

of less than 1%.

(1) The address of each person is

c/o Hoth Therapeutics, Inc., 1 Rockefeller Plaza, Suite 1039, New York, New York 10020 unless otherwise indicated herein.

The calculation in this column is based upon 3,302,113 shares of common stock outstanding on March 17, 2023.

1 unchanged sentence

Shares of common stock that are currently exercisable or convertible within 60 days of March 17, 2023 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 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 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) 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”) and Daniel B.

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.

As a result, each of Mr.

Kopin and Mr.

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.

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.

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.

(3) Includes options to purchase up

to 42,200 shares of the Company’s common stock.

options to purchase up to 3,520 shares of the Company’s common stock.

(5) Includes options to purchase up

to 4,920 shares of the Company’s common stock.

Includes (i) 134 shares of the Company’s common stock held by Graig Springer, (ii) options to purchase up to 3,520 shares of the Company’s common stock held by Graig Springer, (iii) 1,113 shares of the Company’s common stock held by Mr.

Springer’s spouse and (iv) options to purchase up to 19,800 shares of the Company’s common stock held by Mr.

Springer’s spouse.

Springer’s spouse is an employee of the Company.

Excludes 3,384 shares of the Company’s common stock that are subject to vesting.

As set forth in the Schedule 13G filed by Armistice Capital, LLC with the SEC on February 14, 2023 (the “Armistice SC 13G”), Armistice Capital, LLC (“Armistice Capital”) is the investment manager of Armistice Capital Master Fund Ltd.

(the “Master Fund”), the direct holder of the securities, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the securities of the Company held by the Master Fund and thus may be deemed to beneficially own the securities of the Company held by the Master Fund.

Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Company held by the Master Fund.

The Master Fund specifically disclaims beneficial ownership of the securities of the Company directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital.

Beneficial ownership has been determined pursuant to the Armistice SC 13G.

Securities Authorized for Issuance Under Equity Compensation Plans

1 unchanged sentence

our equity compensation plans as of December 31, 2022.

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

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

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))

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

CERTAIN RELATIONSHIPS AND RELATED

10 unchanged sentences

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 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.

On December 29, 2022,

we entered into a securities purchase agreement with Armistice Capital Master Fund Ltd.

(“ Armistice”)

pursuant to which we agreed to sell an aggregate of (i) 140,000 shares (the “Shares”) of common stock, (ii) pre-funded warrants

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

2,500,000 shares (the “Warrant Shares” and together with the Shares and the Pre-Funded

Warrant Shares, the “Registrable Securities”) of common stock at a purchase price of $5.00 per share and accompanying

warrant (less $0.001 for each pre-funded warrant and accompanying warrant) in a private placement for aggregate gross proceeds of approximately

$10 million, exclusive of placement agent commission and fees and other offering expenses.

The closing of the offering occurred on January

Each common stock warrant is exercisable for a period of five and one-half years from the issuance date at an exercise price

of $5.00 per share, subject to adjustment, and may, under certain circumstances, be exercised on a cashless basis.

Each pre-funded warrant

is exercisable until exercised in full at an exercise price of $0.001 per share and may be exercised on a cashless basis.

In connection

with the offering, we also entered into a registration rights agreement (the “Registration Rights Agreement”) with Armistice

pursuant to which we filed a Registration Statement on Form S-3 covering the Registrable Securities on January 13, 2023, which registration

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

Related Person Transaction Policy

38 unchanged sentences

Nasdaq Listing Rule 5605(a)(2).

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

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

PRINCIPAL ACCOUNTANT FEES AND SERVICES

3 unchanged sentences

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

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 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.

There were $149,791 and $98,365 of such fees incurred by the Company in the fiscal years ended December 31, 2022 and 2021, respectively.

Audit-Related Fees:

23 unchanged sentences

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

The following documents are filed as part of this report:

Financial Statements:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statements of Changes in Stockholders’ Equity

Consolidated Statements of Cash Flows

(a) The following documents are filed as part of this report:

(1) Financial

Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets as of December 31, 2022 and 2021

Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2022 and 2021

Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2022 and 2021

Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021

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.

(1) Financial Statement Schedules:

8 unchanged sentences

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

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

(Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on August 22, 2022)

Certificate of Change dated October 20, 2022 (Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on October 24, 2022)

Certificate of Designation dated November 2, 2022 (Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on November 3, 2022)

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

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)

7 unchanged sentences

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 )

Renewal Agreement with Regus dated July 22, 2022

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)

4 unchanged sentences

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)

2 unchanged sentences

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.

14 unchanged sentences

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)

9 unchanged sentences

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)

Hoth Therapeutics, Inc.

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

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

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

Employment Agreement by and between the Company and Robb Knie dated as of March 28, 2023

Subsidiaries of the registrant

Consent of WithumSmith+Brown, PC

Power of Attorney (included on the signature page hereto)

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

8 unchanged sentences

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

Cover Page Interactive Data File - the cover page of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022 is formatted in Inline XBRL

* Filed herewith.

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.

+ Indicates a management contract

or any compensatory plan, contract or arrangement.

# 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 it is both not material and is the type

of information that the Company treats as private or confidential.

FORM 10-K SUMMARY

2 unchanged sentences

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.

on its behalf by the undersigned, thereunto duly authorized on this 31 st day of March, 2023.

HOTH THERAPEUTICS, INC.

6 unchanged sentences

(Principal Financial and Accounting Officer)

POWER OF ATTORNEY

ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robb Knie as his or her

attorney-in-fact, with full power of substitution and resubstitution, for him or her in any and all capacities, to sign any and all amendments

to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the

Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act

and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he might or could do in person,

hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done

by virtue hereof.

Pursuant to the requirements

1 unchanged sentence

and in the capacities and on the dates indicated.

/s/ Robb Knie

Chief Executive Officer, President and Director

March 29, 2022

(Principal Executive Officer)

/s/ Stefanie Johns

Chief Scientific Officer

March 29, 2022

Stefanie Johns

/s/ David Briones

Chief Financial Officer

March 29, 2022

Executive Officer, President and Director

Executive Officer)

David Briones

(Principal Financial and Accounting Officer)

/s/ Wayne Linsley

March 29, 2022

Financial Officer

Financial and Accounting Officer)

Wayne Linsley

March 29, 2022

/s/ Graig Springer

March 29, 2022

Graig Springer

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