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Item 9A. Controls and Procedures

2026-03-27 compared with 2025-03-28 · 585 added, 576 removed, 206 unchanged (85% of the section changed)

CONTROLS AND PROCEDURES

of Disclosure Controls

Our management, with the participation of our

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

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

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

Management recognizes that any controls

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

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

Based on such evaluation,

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

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

Evaluation of Disclosure Controls

Our management, with the participation of our principal

executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as such

term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2025, the end of the period

covered by this Annual Report on Form 10-K.

Management recognizes that any controls and procedures, no matter how well designed and

operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating

the cost benefit relationship of possible controls and procedures.

Based on such evaluation, our Chief Executive Officer and Chief Financial

Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective

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

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

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

appropriate to allow timely decisions regarding required disclosures.

Identified Material Weakness

In connection with the audit of our financial

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

to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions

regarding required disclosures.

Management’s Report on Internal Control

Over Financial Reporting

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

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

or detected on a timely basis.

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

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

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

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

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

Remediation Plan

Our management, with the oversight of the Audit Committee

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

plan which includes the following actions:

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

Strengthen our review process.

We will not be able to conclude whether the actions

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

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

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

reporting, which may necessitate further action.

Report on Internal Control Over Financial Reporting

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

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

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

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

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

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

Therefore, even those systems determined

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

Our management is responsible for establishing

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

Internal control

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

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

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

All internal control systems, no matter

how well designed, have inherent limitations.

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

with respect to financial statement preparation and presentation.

As of December 31, 2025, under the supervision

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Based on this assessment, our management concluded that, as

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

in our internal control over financial reporting described above.

in Internal Control Over Financial Reporting

of December 31, 2025, our internal control over financial reporting was effective based on such criteria.

Changes in Internal Control Over Financial

Other than as described above, there have been

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

We are taking

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

in periods subsequent to December 31, 2024.

OTHER INFORMATION

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

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

Regulation S K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

During our last fiscal quarter ended December 31, 2025, none of our directors or executive officers adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS

THAT PREVENT INSPECTIONS.

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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

Chief Executive Officer and Director

Financial Officer

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

officers and directors as of March 26, 2026.

President, Chief Executive Officer and Chairman

David Briones

Chief Financial Officer

Wayne Linsley

Chris Camarra

The business background and certain other information about our directors

and executive officers are set forth below.

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

financial and accounting officer from June 2018 until March 2019.

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

From October 2020 to January 2023, Mr.

Knie served as the Chief Executive

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

(“FoxWayne”),

a special purpose acquisition corporation.

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

the board of directors of FoxWayne Enterprises Acquisition Corp.

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

Knie served as the President of Lifeline Industries Inc.

since its inception in 1995.

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

From 2002 to 2010 he was a Semiconductor Analyst

for PAW Partners.

From 1993 until 1995, Mr.

Knie served as Northeast Regional Manager

of American Express Financial Advisors.

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 served as Northeast Regional Manager of American Express Financial Advisors.

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

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

as an Independent Equity Analyst.

Knie 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.

Knie has been a member of the American

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

We believe that

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

companies in the healthcare industry.

David Briones

David Briones has served as Chief Financial Officer

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purpose acquisition corporation that merged with ZyVersa Therapeutics Inc.

From August 2013 to January 2020, Mr.

Briones served as Chief

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

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

Briones served as interim

Chief Financial Officer of AdiTx Therapeutics, Inc.

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

life and enhance life quality of transplanted patients.

Prior to founding Brio Financial Group, LLC, Mr.

Briones was an auditor with Bartolomei

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

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 Bachelor of Science

degree in accounting from Fairfield University.

an auditor with Bartolomei Pucciarelli, LLC in Lawrenceville, New Jersey and PricewaterhouseCoopers LLP in New York, New York.

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

received a Bachelor of Science degree in accounting from Fairfield University.

Wayne Linsley

Linsley has served as a director of the

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

From 2009 to September 2021, he worked for

a financial reporting firm that works with publicly traded companies.

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

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

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

companies, etc.

He currently serves as an independent director for DatChat Inc.

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

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

SILO) serving as the chair of

its audit committee and compensation committee.

From 2014 to September 2021, Mr.

Linsley served

as the Vice President of Operations at CFO Oncall, Inc., a company that provides financial reporting and controller services on an outsourced

basis and previously, from 2012 to 2014, Mr.

Linsley worked at CFO Oncall, Inc.

as an independent contractor.

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 Myseum, Inc.

(f/k/a DatChat Inc.) (Nasdaq:

MYSE), serving

as the chair of its audit committee, compensation committee and nominating and corporate governance committee, and Silo Pharma, Inc.

SILO) serving as the chair of its audit committee and compensation committee.

We believe Mr.

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

management experience.

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

Linsley is qualified to serve as a member

of the board because of his business management experience.

David Sarnoff has served as a director of the

Company since August 2018.

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.

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

with the Zicklin School of Business at Baruch College.

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

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

In addition, since December

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.

Sarnoff served as the

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

as a Legal Recruiter for Schneider Legal Search, Inc.

From August 1994 until July 1998, Mr.

Sarnoff served as a litigation associate attorney at Wachtel Missry

LLP (formerly known as Gold & Wachtel LLP).

Sarnoff served as a litigation associate attorney

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

Since July 2018, Mr.

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

Jersey Association of School Resource Officers.

Sarnoff has served as a member of the advisory

committee of the New Jersey Association of School Resource Officers.

From January 2015 until January 2018, Mr.

Sarnoff served as board President of Fort Lee

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

Sarnoff served as board

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

In September of 2020, Mr.

Sarnoff was appointed

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

was appointed as Co-Chair of that committee.

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

of Arts from Hofstra University.

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

We believe that Mr.

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

and business development.

Graig Springer has served as a director of the

Company since February 2020.

Since April 2021, Mr.

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 also holds a Series 7 and a Series 24 license.

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.

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.

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.

Chris Camarra

Chris Camarra has served as a director of the

Company since May 2025.

In addition, he has served as the Executive Vice President, Communications of TC BioPharm Limited (Nasdaq:

a clinical-stage biopharmaceutical company, since January 2022, and the President of CMC Ventures, LLC, a strategic communications firm,

He previously served as a Partner at Capital Markets Group, LLC, Investor Relations Manager at Atari and Financial Managing

Associate at EY.

From 2021 through 2024, Mr.

Camarra served as a member of the board of 3DX Industries Inc., a precision manufacturing

Camarra received his Bachelor of Arts and Sciences in communication studies and business administration from West Virginia

The Company believes that Mr.

Camarra is qualified to serve as a director of the Company because of his more than ten years

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

Jeff Pavell has served as a director of the Company

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

Relationships

are no family relationships among any of our executive officers or directors.

Between Officers and Directors

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.

in Certain Legal Proceedings

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.

of Our Board of Directors

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.

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.

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 Nasdaq, 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

audit committee is responsible for, among other things:

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

the proposed scope and results of the audit;

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

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

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

procedures for complaints received by us regarding accounting matters;

internal audit functions, if any;

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

proxy statement.

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

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

board of directors adopted a written charter for the audit committee which is available on our website at www.hoththerapeutics.com .

compensation committee is responsible for, among other things:

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

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

and to achieve our financial goals;

administering

our stock incentive plans;

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

meeting proxy statement.

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

board of directors adopted a written charter for the compensation committee which is available on our website at www.hoththerapeutics.com.

and Governance Committee

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

and nominating members of the board of directors;

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

the evaluation of our board of directors.

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

board of directors adopted a written charter for the nominating and corporate governance committee which is available on our website

at www.hoththerapeutics.com.

Advisory Board

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

As of March 28,

2025, the members of such board are as follows:

Family Relationships

There are no family relationships among any of

our executive officers or directors.

Arrangements Between Officers and Directors

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.

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 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

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

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

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 Nasdaq, 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 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,

David Sarnoff and Chris Camarra, 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 website at www.hoththerapeutics.com .

Compensation Committee

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 and Clawback Policy ;

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 currently consists

of Wayne Linsley, Chris Camarra and Jeff Pavell, 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

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, Chris Camarra and David Sarnoff, with Wayne Linsley 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.

As of March 26, 2025, the members of such board are as follows:

Mario Lacouture, Dr.

William Weglicki, and Dr.

Adam Friedman as Medical Doctor

members and (ii) Dr.

William Weglicki,

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

Glenn Cruse, Dr.

Carla Yuede, Dr.

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

of Business Code and Ethics Conduct

have 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.

John Cirrito, and Sergio Traversa as Non-Medical

Doctor members.

Code of Business Code and Ethics Conduct

We have 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.

Trading Policy

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

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

We believe that our insider trading policy is reasonably designed

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

A copy of our

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

in Nominating Procedures

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

Insider Trading Policy

We have adopted an insider trading policy governing the purchase, sale, and/or any other disposition of our securities that applies to our directors, officers and employees, and other covered persons.

We believe that our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to our Company.

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

Changes in Nominating Procedures

EXECUTIVE COMPENSATION

Compensation Table

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

executive officer (the “named executive officer”):

Knie, Chief Executive Officer and President

Summary Compensation Table

The following table sets forth the compensation

paid or accrued during the fiscal year ended December 31, 2025 and 2024 to our principal executive officer (the “named executive

● Robb Knie, Chief Executive

Officer and President

Name and Principal Position

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Chief Executive Officer and President

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

below Bonus Arrangements.

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

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

See Note 6, “Stockholders’

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

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

for share-based compensation plans.

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

his executive health or supplemental health insurance premiums.

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

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

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

Knie Employment Agreement

March 28, 2023, we entered into an employment agreement (the “2023 Knie Employment Agreement”) with Robb Knie, pursuant to

Knie continues to serve as our Chief Executive Officer.

The term 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

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.

Knie Employment Agreement further provides for standard expense reimbursement, vacation time and other standard executive benefits.

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

Knie’s 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 employment;

(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;

lump sum payment equal to the amount of annual bonus that was accrued through the date of termination for the year in which employment

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.

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;

(ii) a lump 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.

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.

Grant Practices

(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, 2025 and December 31, 2024 as determined in accordance with

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

See Note 6, “Stockholders’ Equity” in

the notes to the Company’s consolidated financial statements for the fiscal year ended December 31, 2025 and December 31, 2024

included elsewhere in this Annual Report on Form 10-K for more information regarding the Company’s accounting for share-based compensation

(3) All other compensation represents

the employer matching contributions to Robb Knie’s 401(k) account and the amounts received for his executive health or supplemental

health insurance premiums.

Knie received (i) an employer 401(k) contribution in the amount of $21,000 and $20,475 for fiscal years

2025 and 2024, respectively, and (ii) payments for executive health or supplemental medical insurance premiums in the amount of $125,877

and $106,632 for fiscal years 2025 and 2024, respectively.

(4) Represents the grant date fair

value of restricted stock units granted for the fiscal year ended December 31, 2025.

On August 28, 2025, we issued 800,000 shares of

common stock to Mr.

Knie as compensation under our equity incentive plan.

The total grant-date fair value of the awards was $968,000,

which was recognized as compensation expense in the consolidated statements of operations for the year ended December 31, 2025.

In connection

with the issuance, we withheld 310,744 shares with a total fair value of $376,000 to satisfy employees’ minimum statutory tax withholding

As a result, we issued a net of 489,256 shares to Mr.

The shares withheld for taxes are accounted for as a repurchase

of shares and do not reduce the amount of compensation expense recognized.

The Company remitted the related cash obligation to taxing

authorities during the period.

Employment Agreements

Robb Knie Employment Agreement

On August 21, 2025, the board of directors of

the Company approved the entry into an employment agreement (the “Employment Agreement”) with Robb Knie and on August 22,

2025 (the “Effective Date”) the Company entered into the Employment Agreement with Robb Knie pursuant to which Mr.

continue to serve as Chief Executive Officer and President of the Company.

Unless terminated earlier pursuant to its terms, the Employment

Agreement shall commence on the Effective Date and shall continue until the third anniversary of the Effective Date and thereafter shall

automatically renew for successive one year terms unless either party provides written notice of non-renewal to the other party at least

six months prior to the last day of the then-current term.

Pursuant to the Employment Agreement, Mr.

shall (i) receive an annual base salary of $550,000, (ii) be eligible to receive an annual bonus of up to $550,000 based upon the achievement

of Company and individual performance targets established by the Company’s compensation committee, (iii) be eligible to receive

equity incentive and (iv) be entitled to participate in any benefit plans offered by the Company (the “Benefit Plans”).

the Company will cover Mr.

Knie under directors’ and officers’ liability insurance during his employment and for a period

of six years following the termination of his employment.

In addition, if during the term of the Employment Agreement (and so long

Knie is employed by the Company on the closing date of the Transaction (as defined below)), the Company enters into a Transaction,

Knie will be eligible to receive a one-time bonus (the “Transaction Bonus”), based on the Equity Value (as defined in

the Employment Agreement) of the Company measured as of the closing date of such Transaction as set forth in the Employment Agreement;

provided that if multiple Transactions occur during the term of the Employment Agreement which would qualify as the Transaction, the Transaction

Bonus will only be payable with respect to the first Transaction.

The Transaction Bonus shall be payable to Mr.

Knie in the same

form of consideration received by the Company’s stockholders or in cash at the rate of 1.5% of license fees received from an

out license agreement.

Knie’s employment may be terminated

(i) upon his death, (ii) by the Company (A) in the event of his Disability (as defined in the Employment Agreement), (B) for Cause (as

defined in the Employment Agreement) or (C) without Cause on 30 days’ prior written notice or (iii) by Mr.

Knie for (A) Good Reason

(as defined in the Employment Agreement) or (B) on 30 days’ prior written notice to the Company.

Knie’s employment

is terminated by (i) the Company without Cause or the Company’s decision not to renew the Employment Agreement or (ii) by Mr.

for Good Reason or his voluntary termination, Mr.

Knie shall receive (A) his accrued but unpaid base salary and reimbursement of expenses

through the date of termination (“Accrued Salary”), (B) a cash payment equal to the sum of 24 months (or 36 months if such

termination occurs within 12 months of a Change in Control (as defined in the Employment Agreement)) of his base salary, (C) his annual

bonus as in effect as of the last day of employment, (D) 24 months (or 36 months if such termination occurs within 12 months of a Change

in Control) of COBRA coverage, (E) any annual bonus earned with respect to a fiscal year ending prior to the date of termination but unpaid

as of such date (“Earned Bonus”), (F) any annual bonus accrued for the year in which Mr.

Knie’s employment ends as determined

by the Company’s board (“Accrued Bonus” and together with the Earned Bonus, the “Termination Bonus”) and

(G) all other accrued or vested amounts or benefits due to Mr.

Knie in accordance with the Employment Agreement, the Company’s benefit

plans, programs or policies (other than severance) (the “Accrued Benefits”).

In addition, Mr.

Knie’s awards shall be

treated as set forth in the respective award agreements.

Furthermore, if Mr.

Knie complies with the restrictive covenants set forth in

the Employment Agreement, the outstanding and unvested portion of any time-vesting equity award granted to Mr.

Knie shall automatically

accelerate and vest in full upon his termination.

Knie’s employment is terminated for death or Disability, Mr.

receive the Accrued Salary, the Termination Bonus and the Accrued Benefits and any then outstanding and unvested portion of any time-vesting

equity award granted to Mr.

Knie shall accelerate and vest in full.

In the event Mr.

Knie’s employment is terminated due to non-renewal

Knie or by him without Good Reason, Mr.

Knie shall receive the Accrued Salary, the Earned Bonus and the Accrued Benefits and his

awards shall be treated as set forth in the respective award agreements.

Knie’s employment is terminated by the Company for

Knie shall receive his Accrued Salary and Accrued Benefits and his awards shall be treated as set forth in the respective award

The foregoing payments other than the Accrued Salary, Earned Bonus and Accrued Benefits shall be payable if Mr.

Knie executes

a general release in favor of the Company as set forth in the Employment Agreement.

The Employment Agreement contains non-competition,

non-solicitation, non-disparagement, confidentiality and assignment of Inventions (as defined in the Employment Agreement) provisions.

Equity Grant Practices

2018 Equity Incentive Plan

May 4, 2018, the Company’s board of directors adopted the Hoth Therapeutics, Inc.

2018 Omnibus Equity Incentive Plan (the “2018

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.

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

Equity Awards at December 31, 2024” below.

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, 2025, the outstanding option awards

under the 2018 Plan total 170,362 as described in the table under “Outstanding Equity Awards at December 31, 2025” below.

2022 Equity Incentive Plan

March 24, 2022, the Company’s board of directors adopted the Hoth Therapeutics, Inc.

2022 Omnibus Equity Incentive Plan (the “2022

Plan”) initially reserving 96,000 shares of the Company’s common stock for issuance thereunder.

The 2022 Plan became effective

on June 23, 2022 upon approval of the 2022 Plan by the Company’s shareholders at the Company’s annual meeting of shareholders.

On June 2, 2023, the Company’s board of directors approved the Hoth Therapeutics, Inc.

Amended and Restated 2022 Omnibus Equity

Incentive Plan (the “Amended and Restated 2022 Plan”) which was approved by stockholders on August 18, 2023.

the Amended and Restated 2022 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, 2024, the outstanding

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

at December 31, 2024” below.

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

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

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

compensation table above.

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

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.

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 2024, our named executive officer did not receive an allowance

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

Equity Awards at December 31, 2024

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

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

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

directors adopted the Hoth Therapeutics, Inc.

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

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

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

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

On June 2, 2023, the Company’s

board of directors approved the Hoth Therapeutics, Inc.

Amended and Restated 2022 Omnibus Equity Incentive Plan (the “Amended and

Restated 2022 Plan”) which was approved by stockholders on August 18, 2023.

Pursuant to the Amended and Restated 2022 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, 2025, the outstanding option awards under the Amended and

Restated 2022 Plan total 1,090,000 as described in the table under “Outstanding Equity Awards at December 31, 2025” below.

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 2025, the board, in its

sole discretion, determined to pay the bonus to the named executive officer 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 2025, our named executive officer did not receive an allowance from the Company or any of the above or a reimbursement

for any expense incurred for non-business purposes.

Outstanding Equity Awards at December

The following table provides information regarding

option awards held by our named executive officer that were outstanding as of December 31, 2025.

There were no stock awards or other equity

awards outstanding as of December 31, 2025.

Option Awards

1 unchanged sentence

Unexercisable

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

Versus Performance Disclosure

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

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

2024 and 2023, and our financial performance.

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

at HOTH for each such fiscal year.

versus Performance Table — Compensation Definitions

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

Table (“SCT”) values.

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

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

of SCT total and CAP:

(1) Stock options granted to Robb

Knie vested in full immediately upon grant.

Pay Versus Performance Disclosure

In accordance with the SEC’s disclosure

requirements regarding pay versus performance (“PVP”), this section presents the SEC-defined “Compensation Actually

Paid,” (“CAP”) of our NEO for each of the fiscal years ended December 31, 2025 and 2024, and our financial

Also required by the SEC, this section compares CAP to various measures used to gauge performance at HOTH for each such fiscal

Pay versus Performance Table — Compensation

Salary, Bonus, Stock Awards, and All Other Compensation

are each calculated in the same manner for purposes of both CAP and Summary Compensation Table (“SCT”) values.

difference between the calculation of CAP and SCT total compensation is the calculation of the value of “Stock Awards,” with

the table below describing the differences in how these awards are valued for purposes of SCT total and CAP:

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

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

Versus Performance Table

Pay Versus Performance Table

Actually Paid

3 unchanged sentences

$ (8,106,122 )

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

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

$ (11,361,023 )

(1) The PEO (CEO) in the 2025 and

2024 reporting year is Robb Knie.

(2) The CAP was calculated beginning

with the PEO’s SCT total.

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

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

was required.

Director Compensation

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, 2024.

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 2024.

Since all equity awards

were fully vested prior to 2022, no reconciliation with respect to equity awards for summary compensation numbers was required.

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, 2025.

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

David Sarnoff

Chris Camarra

Graig Springer(1)

Wayne Linsley

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

ASC Topic 718, excluding the effect of forfeitures.

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

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

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

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

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

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

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

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

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

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

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

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

in full upon grant.

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

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

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

Director Compensation Policy

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.

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

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

The Compensation Committee

last granted a stock option in January 2025.

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

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

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

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

In addition, the Company does not grant stock options

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

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

These restrictions do not apply to RSUs or

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

The Company’s executive

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

During fiscal 2024, the

Company’s named executive officer was awarded stock options.

The Company did not time the disclosure of material nonpublic information

for the purpose of affecting the value of executive compensation.

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

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

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

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

Except as otherwise indicated, the persons

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

laws, where applicable.

(1) Graig Springer resigned from

the Board on April 9, 2025.

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.

Company Policies and Practices Related to the

Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

The Compensation Committee last granted a stock

option in January 2025.

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

and above who directly report to the CEO in anticipation of the release of material nonpublic information that is likely to result in

changes to the price of the Company’s stock, such as a significant positive or negative earnings announcement, or time the public

release of such information based on stock option grant dates.

In addition, the Company does not grant stock options or similar awards

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

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

These restrictions do not apply to RSUs or other types

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

The Company’s executive officers would not

be permitted to choose the grant date for any stock option grants.

During fiscal 2025, the Company’s named

executive officer was awarded stock options.

The Company did not time the disclosure of material nonpublic information for the purpose

of affecting the value of executive compensation.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information

regarding beneficial ownership of shares of our common stock as of March 26, 2026 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 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)

1 unchanged sentence

Directors and Named Executive Officers:

1,279,587 (3)

Wayne Linsley

David Sarnoff

Graig Springer

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

beneficial ownership of less than 1%.

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

York 10036 unless otherwise indicated herein.

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

Beneficial ownership is

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

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

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

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

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

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

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

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

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

Springer’s spouse and

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

Springer’s spouse.

spouse is an employee of the Company.

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

Authorized for Issuance Under Equity Compensation Plans

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

Chris Camarra

All Executive Officers and Directors as a Group (6 persons)

* Represents beneficial ownership

of less than 1%.

(1) The address of each person

is c/o Hoth Therapeutics, Inc., 720 Monroe Street, Suite E514, Hoboken, NJ 07030 unless otherwise indicated herein.

(2) The calculation in this column is based upon 16,257,652 shares of common

stock outstanding on March 26, 2026.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes

voting or investment power with respect to the subject securities.

Shares of common stock that are currently exercisable or convertible

within 60 days of March 26, 2026 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.

(3) Includes options to purchase

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

(4) Includes options to purchase

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

(5) Includes options to purchase

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

(6) Includes options to purchase

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

Securities Authorized for Issuance Under Equity Compensation Plans

The following table summarizes information about

our equity compensation plans as of December 31, 2025.

Plan Category

3 unchanged sentences

Equity compensation plans not approved by security holders

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

following includes a summary of transactions during our fiscal years ended December 31, 2024 and December 31, 2023 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.

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

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

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

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

commission and fees and other offering expenses.

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

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

Each pre-funded warrant is exercisable until exercised in full at an exercise price of $0.001 per share and may be exercised

on a cashless basis.

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

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

On December 29, 2022, we entered into a securities

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

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

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

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

price of $5.00 per share and accompanying warrant (less $0.001 for each pre-funded warrant and accompanying warrant) in a private placement

for aggregate gross proceeds of approximately $10 million, exclusive of placement agent commission and fees and other offering expenses.

The closing of the offering occurred on January 3, 2023.

Each common stock warrant was exercisable for a period of five and one-half years

from the issuance date at an exercise price of $5.00 per share, subject to adjustment, and could, under certain circumstances, be exercised

on a cashless basis.

Each pre-funded warrant is exercisable until exercised in full at an exercise price of $0.001 per share and may be

exercised on a cashless basis.

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

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

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

On March 27, 2024, we entered

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

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

and other offering expenses payable by us.

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

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

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

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

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

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

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

price shall be due and payable).

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

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

As an inducement to exercise

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

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

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

Person Transaction Policy

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.

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:

risks, costs and benefits to us;

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

or an entity with which a director is affiliated;

availability of other sources for comparable services or products;

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

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

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.

board of directors determined that a majority of the board during the year ended December 31, 2024 consisted of members who were “independent”

as that term is defined under Nasdaq Listing Rule 5605(a)(2).

The Board considered Wayne Linsley, David Sarnoff, Graig Springer and Jeff

Pavell to be “independent.”

CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE

There were no transactions that occurred during our fiscal years ended

December 31, 2025 and December 31, 2024 to which we were a party, including transactions in which the amount involved in the transaction

exceeded 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.

Furthermore, 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.

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.

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 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

● 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 determined that a majority

of the board during the year ended December 31, 2025 consisted of members who were “independent” as that term is defined under

Nasdaq Listing Rule 5605(a)(2).

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

PRINCIPAL ACCOUNTANT FEES AND SERVICES

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

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.

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

ended December 31, 2024 and 2023, respectively.

Audit-Related

Audit related fees 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.

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 $250,472 and $209,029 of such fees incurred by the Company during the fiscal years ended December 31, 2025 and 2024, respectively.

Audit-Related Fees:

Audit related fees

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 during

the fiscal years ended December 31, 2025 and 2024.

Tax fees consist of fees for

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

There were no such fees incurred by the Company during

the fiscal years ended December 31, 2025 and 2024.

All Other Fees:

There were no such fees

incurred by the Company during the fiscal years ended December 31, 2025 and 2024.

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

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

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

Policies and Procedures

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.

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, 2024 and 2023, all of the services performed

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

Pre-Approval Policies and Procedures

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, 2025 and 2024, all of the services performed by our independent registered public accounting

firm were pre-approved by the audit committee.

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

The following documents are filed as part of this report:

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

(1) Financial Statements:

of Independent Registered Public Accounting Firm (PCAOB ID:

Balance Sheets as of December 2024 and 2023

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

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

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

to Consolidated Financial Statements

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

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets as of December 2025 and 2024

Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2025 and 2024

Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025 and 2024

Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024

Notes to Consolidated Financial Statements

The consolidated financial statements required by this Item are included

beginning at page F-1.

(1) Financial Statement Schedules:

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.

Exhibit Number

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

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

21 unchanged sentences

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

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

27 unchanged sentences

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

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

Employment Agreement by and between the Company and Robb Knie dated as of August 22, 2025 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 22, 2025)

Hoth Therapeutics, Inc.

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

Amendment No.

1 to Hoth Therapeutics, Inc.

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

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

Amended and Restated 2022 Omnibus Equity Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-8 filed with the SEC on August 16, 2024)

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

5 unchanged sentences

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

2018 Equity Incentive Plan

2018 Equity Incentive Plan (Incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 2025)

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

2018 Equity Incentive Plan

2018 Equity Incentive Plan (Incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 2025)

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

2018 Equity Incentive Plan

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

2018 Equity Incentive Plan

2018 Equity Incentive Plan (Incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 2025)

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

2018 Equity Incentive Plan (Incorporated

by reference to Exhibit 10.35 to the Company’s Annual Report on Form 10-K filed with the SEC on March 28,

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

Amended and Restated 2022 Omnibus Equity Incentive Plan

Amended and Restated Insider Trading Policy

Amended and Restated 2022 Omnibus Equity Incentive Plan (Incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 2025)

Amendment No.

2 to Hoth Therapeutics, Inc.

Amended and Restated 2022 Omnibus Equity Incentive Plan (Incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-8 filed with the SEC on August 5, 2025)

Hoth Therapeutics, Inc.

Code of Business Conduct and Ethics

Amended and Restated Insider Trading Policy (Incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 2025)

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

13 unchanged sentences

Cover Page Interactive Data File - the cover page of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2025 is formatted in Inline XBRL

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

* Filed herewith.

** Furnished herewith.

+ Indicates a management contract

or any compensatory plan, contract or arrangement.

FORM 10-K SUMMARY

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 28 th day of March 2025.

THERAPEUTICS, INC.

Executive Officer, President and Director

Executive Officer)

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 27 th day of March 2026.

HOTH THERAPEUTICS, INC.

/s/ Robb Knie

Chief Executive Officer, President and Director

(Principal Executive Officer)

/s/ David Briones

David Briones

Financial Officer

Financial and Accounting Officer)

ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robb Knie as his attorney-in-fact,

with full power of substitution and resubstitution, for him 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.

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.

Executive Officer, President and Director

Executive Officer)

Chief Financial Officer

(Principal Financial and Accounting Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE

PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robb Knie as his attorney-in-fact, with full

power of substitution and resubstitution, for him 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

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 27, 2026

(Principal Executive Officer)

/s/ David Briones

Chief Financial Officer

March 27, 2026

David Briones

Financial Officer

Financial and Accounting Officer)

(Principal Financial and Accounting Officer)

/s/ Wayne Linsley

March 27, 2026

Wayne Linsley

Graig Springer

March 27, 2026

/s/ Chris Camarra

March 27, 2026

Chris Camarra

/s/ Jeff Pavell

March 27, 2026

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