Hoth Therapeutics Announces $2.0 Million Registered Direct Offering

Q: How many shares did Hoth Therapeutics (HOTH) offer in the April 1, 2026 registered direct offering?

Hoth offered 2,857,144 shares of common stock in the registered direct offering. According to the company, the shares were priced at $0.70 per share , with closing expected on or about April 2, 2026 .

Q: What gross proceeds will HOTH raise from the April 2026 offering and how will the funds be used?

The company expects to raise approximately $2.0 million in gross proceeds from the registered direct offering. According to the company, net proceeds are intended for general corporate purposes, including working capital .

Q: What warrants were issued in Hoth Therapeutics' concurrent private placement (HOTH) and when do they become exercisable?

Hoth issued unregistered warrants to purchase 2,857,144 shares at an exercise price of $0.85 . According to the company, the warrants become exercisable six months after issuance and expire 5.5 years after issuance.

Q: Could the HOTH offering cause dilution for current shareholders and why?

Yes. The registered sale of 2,857,144 shares plus warrants for the same number could dilute existing holders if shares or warrants are exercised. According to the company, warrant exercises would add shares if exercised for cash.

Rhea-AI Impact

(Very High)

Rhea-AI Sentiment

(Neutral)

Rhea-AI Summary

Hoth Therapeutics (Nasdaq: HOTH) agreed to sell 2,857,144 shares at $0.70 per share in a registered direct offering, raising approximately $2.0 million gross before fees. A concurrent private placement issued warrants to buy 2,857,144 shares at $0.85, exercisable six months after issuance and expiring 5.5 years later. Closing expected on or about April 2, 2026. Proceeds intended for general corporate purposes, including working capital; placement agent H.C. Wainwright & Co. is exclusive agent.

Positive

$2.0M gross proceeds expected from registered direct offering
$2.4M potential additional proceeds if warrants fully exercised
Proceeds designated for general corporate purposes and working capital

Negative

Issuance of 2,857,144 shares will dilute existing shareholders
Unregistered warrants exercisable in 6 months could add dilution if exercised
Gross proceeds reported before placement agent fees and offering expenses

News Market Reaction – HOTH

-34.86% 4.1x vol

27 alerts

-34.86% News Effect

+2.8% Peak Tracked

-43.5% Trough Tracked

-$7M Valuation Impact

$13.66M Market Cap

4.1x Rel. Volume

On the day this news was published, HOTH declined 34.86%, reflecting a significant negative market reaction. Argus tracked a peak move of +2.8% during that session. Argus tracked a trough of -43.5% from its starting point during tracking. Our momentum scanner triggered 27 alerts that day, indicating elevated trading interest and price volatility. This price movement removed approximately $7M from the company's valuation, bringing the market cap to $13.66M at that time. Trading volume was very high at 4.1x the daily average, suggesting heavy selling pressure.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Registered direct gross proceeds: $2.0 million Shares issued: 2,857,144 shares Offering price: $0.70 per share +5 more

8 metrics

Registered direct gross proceeds $2.0 million Aggregate gross proceeds from common stock sale before fees

Shares issued 2,857,144 shares Common stock (or equivalents) sold in registered direct offering

Offering price $0.70 per share Purchase price for common stock or common stock equivalents

Warrants issued 2,857,144 warrants Unregistered warrants in concurrent private placement

Warrant exercise price $0.85 per share Exercise price for unregistered warrants

Potential warrant proceeds $2.4 million Additional gross proceeds if warrants fully exercised for cash

Warrant exercisability 6 months after issuance Delay before unregistered warrants become exercisable

Warrant term 5.5 years Expiration period after date of issuance

Market Reality Check

Price: $0.5474 Vol: Volume at 118,359 shares ...

low vol

$0.5474 Last Close

Volume Volume at 118,359 shares is well below the 20-day average of 424,233 (relative volume 0.28x). low

Technical Shares trade 60.27% below the 52-week high of 2.115 and below the 200-day MA at 1.23.

Peers on Argus

HOTH was up 9.12% while momentum peers like CTXR and QTTB showed declines of abo...

2 Down

HOTH was up 9.12% while momentum peers like CTXR and QTTB showed declines of about 5.47% and 5.30%, respectively, indicating a stock-specific move rather than a broad sector trend.

Historical Context

5 past events · Latest: Mar 31 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Mar 31	Patent grant China	Positive	+9.1%	Chinese patent grant for mast-cell–targeting splice-switching oligonucleotide platform.
Mar 26	AI platform launch	Positive	-6.7%	Deployment of OpenClaw™ AI platform to accelerate drug discovery pipeline.
Mar 24	HT-001 clinical data	Positive	-5.0%	Positive PK, safety, and clinical activity data for topical HT-001 in cancer patients.
Mar 10	HT-VA preclinical data	Positive	+1.5%	Female MASLD model data showing HT-VA restored cholesterol and improved lipid metabolism.
Mar 04	HT-KIT AI support	Positive	+3.3%	Use of OpenAI API in IND-enabling work for orphan-designated HT-KIT oncology program.

Pattern Detected

Recent news has generally been positive, but price reactions are mixed, with both aligned gains and selloffs on favorable updates.

Recent Company History

Over the past month, Hoth reported multiple positive developments, including Chinese patent protection for mast-cell–targeting technology on Mar 31, favorable HT-001 PK and safety data on Mar 24, and promising preclinical HT-VA results in MASLD on Mar 10. It also highlighted AI-enabled platforms like OpenClaw™ and OpenAI API support for HT-KIT. Price reactions alternated between gains and declines, suggesting investor sentiment toward good news has been inconsistent.

Regulatory & Risk Context

Active S-3 Shelf · $50 million

Shelf Active

Active S-3 Shelf Registration 2025-11-14

$50 million registered capacity

The company has an active mixed shelf registration on Form S-3 dated 2025-11-14, allowing it to offer up to $50 million of various securities, including common stock and warrants, via prospectus supplements. Shelf usage count is 0, indicating no takedowns have been recorded from this shelf in the provided context.

Market Pulse Summary

The stock dropped -34.9% in the session following this news. A negative reaction despite prior stren...

Analysis

The stock dropped -34.9% in the session following this news. A negative reaction despite prior strength would fit a pattern where good news did not always translate into sustained gains. The announced $2.0 million registered direct offering plus $2.4 million in potential warrant proceeds increases outstanding securities under the existing $50 million shelf. Such financings can weigh on sentiment, especially for a small-cap issuer already trading well below its 200-day moving average and 52-week high.

Key Terms

registered direct offering, warrants, shelf registration statement, form s-3, +3 more

7 terms

registered direct offering financial

"at an offering price of $0.70 per share of common stock ... in a registered direct offering."

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

warrants financial

"the Company issued and sold unregistered warrants to purchase up to an aggregate of 2,857,144 shares"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

shelf registration statement regulatory

"pursuant to a "shelf" registration statement on Form S-3 (File No. 333-291566)"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

"registration statement on Form S-3 (File No. 333-291566) that was originally filed"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement regulatory

"only by means of a base prospectus and prospectus supplement that forms a part"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

section 4(a)(2) regulatory

"offered in a private placement under Section 4(a)(2) of the Securities Act of 1933"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

regulation d regulatory

"and/or Regulation D promulgated thereunder, have not been registered under the Act"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

AI-generated analysis. Not financial advice.

04/01/2026 - 01:52 PM

NEW YORK, April 1, 2026 /PRNewswire/ -- Hoth Therapeutics, Inc. (Nasdaq: HOTH), a clinical-stage biopharmaceutical company focused on developing innovative therapies for unmet medical needs, today announced that it has entered into a definitive agreement for the purchase and sale of an aggregate of 2,857,144 shares of its common stock (or common stock equivalents in lieu thereof) at an offering price of $0.70 per share of common stock (or per common stock equivalent in lieu thereof), in a registered direct offering. Additionally, in a concurrent private placement, the Company issued and sold unregistered warrants to purchase up to an aggregate of 2,857,144 shares of common stock at an exercise price of $0.85 per share. The unregistered warrants will become exercisable six months following the date of issuance and will expire five and one-half years following the date of issuance. The closing of the offering is expected to occur on or about April 2, 2026, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The aggregate gross proceeds to the Company from the offering are expected to be approximately $2.0 million, before deducting the placement agent's fees and other offering expenses payable by the Company. The potential additional gross proceeds to the Company from the unregistered warrants, if fully exercised on a cash basis, will be approximately $2.4 million. No assurance can be given that any of such unregistered warrants will be exercised. The Company intends to use the net proceeds from this offering for general corporate purposes, including working capital.

The shares of common stock (or common stock equivalents in lieu thereof) described above (but not the unregistered warrants issued in the concurrent private placement and the shares issuable thereunder) are being offered and sold by the Company in a registered direct offering pursuant to a "shelf" registration statement on Form S-3 (File No. 333-291566) that was originally filed with the Securities and Exchange Commission (the "SEC") on November 17, 2015, and became effective on December 4, 2025. The offering of the shares of common stock (or common stock equivalents in lieu thereof) in the registered direct offering is being made only by means of a base prospectus and prospectus supplement that forms a part of the effective registration statement. A final prospectus supplement and the accompanying base prospectus relating to the registered direct offering will be filed with the SEC and will be available on the SEC's website at www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying base prospectus, when available, may also be obtained from H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com.

The unregistered warrants issued in the concurrent private placement and the shares issuable upon exercise of such warrants were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"), and/or Regulation D promulgated thereunder, have not been registered under the Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Hoth Therapeutics, Inc.

Hoth Therapeutics is a clinical-stage biopharmaceutical company dedicated to developing innovative, impactful, and ground-breaking treatments with a goal to improve patient quality of life. We are a catalyst in early-stage pharmaceutical research and development, elevating drugs from the bench to pre-clinical and clinical testing. Utilizing a patient-centric approach, we collaborate and partner with a team of scientists, clinicians, and key opinion leaders to seek out and investigate therapeutics that hold immense potential to create breakthroughs and diversify treatment options. To learn more, please visit https://ir.hoththerapeutics.com/ .

Forward-Looking Statement

These statements relate to the consummation of the offering, the satisfaction of customary closing conditions related to the offering and the use of proceeds therefrom

This press release includes forward-looking statements based upon Hoth's current expectations, which may constitute forward-looking statements for the purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995 and other federal securities laws, and are subject to substantial risks, uncertainties, and assumptions. These statements relate to the consummation of the offering; the satisfaction of customary closing conditions related to the offering; the use of proceeds from the offering and the potential exercise of the unregistered warrants prior to their expiration; Hoth's business strategies; the timing of regulatory submissions; the ability to obtain and maintain regulatory approval of existing product candidates and any other product candidates we may develop, and the labeling under any approval we may obtain; the timing and costs of clinical trials, and the timing and costs of other expenses; market acceptance of our products; the ultimate impact of the current coronavirus pandemic, or any other health epidemic, on our business, our clinical trials, our research programs, healthcare systems, or the global economy as a whole; our intellectual property; our reliance on third-party organizations; our competitive position; our industry environment; our anticipated financial and operating results, including anticipated sources of revenues; our assumptions regarding the size of the available market, benefits of our products, product pricing, and timing of product launches; management's expectation with respect to future acquisitions; statements regarding our goals, intentions, plans, and expectations, including the introduction of new products and markets; and our cash needs and financing plans. There are a number of factors that could cause actual events to differ materially from those indicated by such forward-looking statements. You should not place reliance on these forward-looking statements, which include words such as "could," "believe," "anticipate," "intend," "estimate," "expect," "may," "continue," "predict," "potential," "project" or similar terms, variations of such terms, or the negative of those terms. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee such outcomes. Hoth may not realize its expectations, and its beliefs may not prove correct. Actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors, including, without limitation, market and other conditions and the factors described in the section titled "Risk Factors" in Hoth's most recent Annual Report on Form 10-K and Hoth's other filings made with the U. S. Securities and Exchange Commission. All such statements speak only as of the date made. Consequently, forward-looking statements should be regarded solely as Hoth's current plans, estimates, and beliefs. Investors should not place undue reliance on forward-looking statements. Hoth cannot guarantee future results, events, levels of activity, performance, or achievements. Hoth does not undertake and specifically declines any obligation to update, republish, or revise any forward-looking statements to reflect new information, future events, or circumstances or to reflect the occurrences of unanticipated events, except as may be required by applicable law.

Investor Contact:
LR Advisors LLC
Email: investorrelations@hoththerapeutics.com
www.hoththerapeutics.com
Phone: (678) 570-6791

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SOURCE Hoth Therapeutics, Inc.

FAQ

How many shares did Hoth Therapeutics (HOTH) offer in the April 1, 2026 registered direct offering?

Hoth offered 2,857,144 shares of common stock in the registered direct offering. According to the company, the shares were priced at $0.70 per share, with closing expected on or about April 2, 2026.

What gross proceeds will HOTH raise from the April 2026 offering and how will the funds be used?

The company expects to raise approximately $2.0 million in gross proceeds from the registered direct offering. According to the company, net proceeds are intended for general corporate purposes, including working capital.

What warrants were issued in Hoth Therapeutics' concurrent private placement (HOTH) and when do they become exercisable?

Hoth issued unregistered warrants to purchase 2,857,144 shares at an exercise price of $0.85. According to the company, the warrants become exercisable six months after issuance and expire 5.5 years after issuance.

Could the HOTH offering cause dilution for current shareholders and why?

Yes. The registered sale of 2,857,144 shares plus warrants for the same number could dilute existing holders if shares or warrants are exercised. According to the company, warrant exercises would add shares if exercised for cash.

Who is the placement agent for Hoth Therapeutics' April 2026 offering and are offering expenses deducted?

H.C. Wainwright & Co. is the exclusive placement agent for the offering. According to the company, the stated $2.0 million is gross proceeds before deducting placement agent fees and other offering expenses.

Hoth Therapeutics Announces $2.0 Million Registered Direct Offering