UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) January 29, 2021

 

Hoth Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada   001-38803   82-1553794
(State or other jurisdiction
of incorporation) 		  (Commission File Number)   (I. R. S. Employer
Identification No.)

 

1 Rockefeller Plaza, Suite 1039
New York, New York 10020
(Address of principal executive offices, including ZIP code)
 
(646) 756-2997
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common stock, $0.0001 par value   HOTH   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company   ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 29, 2021, Hoth Therapeutics, Inc. (the “Company”) entered into an amendment (the “Amendment”) to the employment agreement by and between the Company and Stefanie Johns dated August 28, 2020 pursuant to which Ms. John’s base salary will increase to $250,000 per year effective as of February 1, 2021.   

The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

 

Exhibit No.   Description
     
10.1+   First Amendment to the Employment Agreement between Hoth Therapeutics, Inc. and Stefanie Johns
     

 

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

  

 

 

 

 

 


SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: January 29, 2021 Hoth Therapeutics, Inc.
   
  /s/ Robb Knie
  Robb Knie
  Chief Executive Officer

 

 

 

Exhibit 10.1

 

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

 

This First Amendment (the “Amendment”) to the Employment Agreement is dated as of January 29, 2021 and effective as of February 1, 2021 and is entered into by and between Hoth Therapeutics, Inc., a Nevada corporation (the “Corporation”) and Stefanie Johns (the “Employee”). All capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Employment Agreement (as defined herein).

 

WHEREAS, on August 28, 2020, the Corporation entered into an employment agreement with the Employee pursuant to which the Employee serves as Chief Scientific Officer of the Corporation (the “Employment Agreement”); and

 

WHEREAS, the Corporation and the Employee desire to amend the Employment Agreement to increase Employee’s salary as set forth herein.

 

NOW THEREFORE, in consideration of the above, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

 

1. Section 4(a) of the Employment Agreement is amended and restated in its entirety as follows:

 

(a) The Corporation shall pay the Employee as compensation for her services hereunder, in equal bi-weekly installments during the Term, an annual salary of Two Hundred-Fifty Thousand Dollars ($250,000.00), less such deductions as shall be required to be withheld by applicable law and regulations. The Corporation shall review the Base Salary on an annual basis and has the right but not the obligation to increase it. Employee’s annual rate of base salary, as in effect from time to time, is hereinafter referred to as the “Base Salary.”

 

2. This Amendment shall be for the benefit of and be binding upon, the parties hereto and their respective successors and assigns. Except as amended hereby, the terms and provisions of the Employment Agreement shall remain in full force and effect, and the Employment Agreement is in all respects ratified and confirmed. On and after the date of this agreement, each reference in the Employment Agreement to the “Agreement”, “hereinafter”, “herein”, “hereinafter”, “hereunder”, “hereof”, or words of like import shall mean and be a reference to the Employment Agreement as amended by this Amendment. This Amendment shall be construed, enforced, and governed under the internal laws of the State of New York, without giving effect to any choice of law provision or rule of any other jurisdiction. This Amendment may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Amendment transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.

 

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized signatories as of the date first indicated above.

 

 

  HOTH THERAPEUTICS, INC.
   
  By:  /s/ Robb Knie
  Name: Robb Knie
  Title: Chief Executive Officer
     
     
  EMPLOYEE
   
  /s/ Stefanie Johns
  Stefanie Johns