Complément alimentaire – Formulaire 424B5 Hoth Therapeutics, Inc.



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Déposé conformément à la règle 424 (B) (5)

N ° d’enregistrement 333-236887

SUPPLÉMENT DE PROSPECTUS
(Au prospectus daté du 11 mars 2020)

1 449 275
Actions

Actions ordinaires

Nous offrons 1 449 275 actions de notre
actions ordinaires, valeur nominale de 0,0001 $ par action.

Nos actions ordinaires sont négociées
sur The Nasdaq Capital Market sous le symbole «HOTH». Le 24 mars 2020, le dernier prix de vente de nos actions ordinaires
rapporté sur le marché des capitaux Nasdaq était de 3,15 $ par action.

Au 20 mars 2020, la valeur marchande globale de nos encours
les actions ordinaires détenues par des non-membres du groupe étaient d’environ 33 422 811 $, sur la base de 10 144 426 actions ordinaires en circulation, dont
environ 6 738 470 actions sont détenues par des sociétés non affiliées, et un prix par action de 4,96 $, basé sur le prix de vente de clôture de
nos actions ordinaires sur le marché des capitaux du Nasdaq le 11 février 2020. Au cours de la période de 12 mois civils qui se termine et comprend:
À la date du présent supplément de prospectus, nous n’avons offert ni vendu aucun de nos titres conformément à l’instruction générale I.B.6.
du formulaire S-3.

Investir dans notre
les titres comportent un degré de risque élevé. Vous devriez lire la section «Facteurs de risque» commençant à la page S-6 de ce
supplément de prospectus et page 6 du prospectus ci-joint et dans les documents intégrés par renvoi dans le présent prospectus
supplément pour une discussion des facteurs à considérer avant de décider d’investir dans nos actions ordinaires.

Par action Total
Prix ​​d’offre publique $ 3,45 $ 5 000 000
Rabais de souscription (1) $ 0,276 $ 400 000
Produit, avant dépenses, pour nous $ 3.174 $ 4 600 000

(1) Nous vous référons à
                                         «Souscription (conflits d’intérêts)» à partir de la page S-15 du présent prospectus
                                         supplément pour des informations supplémentaires concernant la rémunération des souscripteurs.

Cette offre est en cours
réalisé selon les meilleurs efforts et les preneurs fermes n’ont aucune obligation d’acheter des actions de nos actions ordinaires
de nous ou pour organiser l’achat ou la vente de tout nombre ou montant spécifique d’actions de nos actions ordinaires. Là
n’est pas une exigence d’offre minimale. Il n’y a aucun arrangement pour placer les fonds amassés dans cette offre dans un dépôt fiduciaire, une fiducie
ou compte similaire.

Ni les titres
and Exchange Commission ni aucune commission des valeurs mobilières de l’État a approuvé ou désapprouvé ces titres ou déterminé si cette
le supplément de prospectus ou le prospectus ci-joint est véridique ou complet. Toute déclaration contraire est un délit
infraction.

Parce que Laidlaw &
Company (UK) Ltd. («Laidlaw») et les personnes associées à Laidlaw, le représentant des preneurs fermes dans ce
offrant, détiennent en tant que bénéficiaires, collectivement, 1 766 819 actions ordinaires (y compris des actions ordinaires pouvant être émises
exercice des bons de souscription en circulation), représentant un total de 15,15% des actions ordinaires en circulation sur une base entièrement diluée
avant cette offre, Laidlaw est réputé avoir un «conflit d’intérêts» en vertu de la règle 5121 de l’industrie financière
Autorité de réglementation Inc. Voltron Therapeutics, Inc. («Voltron») appartient à Majella Partners, LLC («Majella»)
détenue à 50% par STAQ Partners LLC («STAQ»). Matthew Eitner, chef de la direction de Laidlaw, et James
Ahern, le chef des marchés des capitaux de Laidlaw, est membre de la STAQ et détient 76% des parts de STAQ. En plus,
Matthew Eitner est le membre directeur de Majella. Le conseil d’administration de Voltron est composé de Matthew Eitner et Patrick
Gallagher, directeur général principal, chef des ventes institutionnelles de Laidlaw et chef de la direction de Voltron. Laidlaw a
été rémunéré par le passé par Voltron pour les services fournis en tant que conseiller financier de Voltron. Laidlaw n’a perçu aucune rémunération
dans le cadre de la convention de redevances et de développement en date du 23 mars 2020 par et entre la Société et Voltron. En conséquence,
The Benchmark Company, LLC («Benchmark») a accepté d’agir en tant que «souscripteur indépendant qualifié» au
le sens de la règle 5121 dans le cadre de cette offre. Dans son rôle de souscripteur indépendant qualifié, Benchmark a participé
dans la préparation du supplément de prospectus et a exercé les normes habituelles de diligence raisonnable à cet égard. Pour
une discussion plus complète du rôle et de la rémunération des preneurs fermes, veuillez consulter la section du présent prospectus intitulée
«Souscription (conflits d’intérêts).»

Les preneurs fermes s’attendent à livrer le
le ou vers le 26 mars 2020.

Gérant de livre unique

Laidlaw & Company (UK) Ltd.

La date de ce supplément de prospectus
est le 24 mars 2020.

TABLE DES MATIÈRES

PROSPECTUS

À PROPOS DE ÇA
SUPPLÉMENT DE PROSPECTUS

Le présent supplément de prospectus et les annexes
le prospectus fait partie d’une déclaration d’enregistrement que nous avons déposée auprès de la Securities and Exchange Commission des États-Unis en utilisant une «étagère»
processus d’inscription. Ce document est en deux parties. La première partie est le présent supplément de prospectus, qui décrit les
termes de cette offre et ajoute et met à jour les informations contenues dans le prospectus ci-joint et les documents intégrés
par référence ici. La deuxième partie, le prospectus ci-joint, fournit des informations plus générales. Généralement, lorsque nous nous référons
à ce prospectus, nous nous référons aux deux parties de ce document réunies. Dans la mesure où il existe un conflit entre les informations
contenues dans le présent supplément de prospectus et les informations contenues dans le prospectus ci-joint ou tout document incorporé
par référence qui y est déposée avant la date du présent supplément de prospectus, vous devez vous fier aux informations contenues dans ce prospectus
supplément; à condition que si une déclaration dans l’un de ces documents est incompatible avec une déclaration dans un autre document ayant
une date ultérieure – par exemple, un document incorporé par renvoi dans le prospectus ci-joint – la déclaration dans le
le document dont la date est ultérieure modifie ou remplace la déclaration précédente.

Nous notons en outre que les représentations,
garanties et engagements contractés par nous dans tout accord déposé en tant que pièce justificative pour tout document incorporé par renvoi
ci-dessus ont été faites uniquement pour le bénéfice des parties à un tel accord, y compris, dans certains cas, dans le but d’attribuer
risque entre les parties à de tels accords, et ne doit pas être considéré comme une représentation, une garantie ou un engagement envers vous. En outre,
ces déclarations, garanties ou engagements n’étaient exacts qu’à la date à laquelle ils ont été faits. En conséquence, ces représentations,
les garanties et les engagements ne doivent pas être considérés comme représentant fidèlement l’état actuel de nos affaires.

Vous ne devez vous fier qu’aux informations
contenues dans le présent supplément de prospectus ou dans le prospectus ci-joint, ou incorporées par renvoi dans les présentes. Nous n’avons pas autorisé,
et les preneurs fermes n’ont autorisé personne à vous fournir des informations différentes. Les informations contenues
dans le présent supplément de prospectus ou le prospectus qui l’accompagne, ou incorporé par référence ici ou dans celui-ci n’est exact que
à leurs dates respectives, quel que soit le moment de la livraison du présent supplément de prospectus et du prospectus qui l’accompagne
ou de toute vente de nos actions ordinaires. Il est important pour vous de lire et d’examiner toutes les informations contenues dans ce prospectus
supplément et le prospectus ci-joint, y compris les documents incorporés par référence ici et là, pour faire votre
décision d’investissement. Vous devriez également lire et considérer les informations contenues dans les documents auxquels nous vous avons référés dans les sections
intitulée «Où trouver plus d’informations» et «Incorporation de certaines informations par référence»
respectivement dans le présent supplément de prospectus et dans le prospectus ci-joint.

Nous proposons de vendre et recherchons des offres
pour acheter, les titres offerts par le présent prospectus ne complètent que dans les pays où les offres et les ventes sont autorisées. La distribution
du présent supplément de prospectus et du prospectus qui l’accompagne ainsi que l’offre des titres offerts par ce supplément de prospectus
dans certaines juridictions peuvent être limitées par la loi. Personnes hors des États-Unis qui entrent en possession de ce prospectus
Le supplément et le prospectus qui l’accompagne doivent s’informer et respecter toute restriction relative à l’offre.
des actions ordinaires et la distribution de ce supplément de prospectus et du prospectus qui l’accompagne en dehors des États-Unis.
Le présent supplément de prospectus et le prospectus qui l’accompagne ne constituent pas et ne peuvent pas être utilisés dans le cadre d’une offre
de vendre, ou solliciter une offre d’achat, tout titre offert par le présent supplément de prospectus et le prospectus qui l’accompagne
par toute personne dans toute juridiction dans laquelle il est illégal pour cette personne de faire une telle offre ou sollicitation.

Toutes les références dans ce supplément de prospectus
et le prospectus qui l’accompagne à «Hoth», la «Société», «nous», «nous», «nos»
ou des termes similaires désignent Hoth Therapeutics, Inc. et ses filiales dans leur ensemble, sauf lorsque le contexte l’exige autrement
ou comme indiqué autrement.

SUPPLÉMENT DE PROSPECTUS
SOMMAIRE

Ce résumé met en évidence certaines informations
nous concernant, cette offre et les informations figurant ailleurs dans le présent supplément de prospectus, dans le prospectus
dans les documents incorporés par référence ici et là. Ce résumé n’est pas complet et ne contient pas toutes les informations
vous devriez considérer avant d’investir dans nos titres conformément au présent supplément de prospectus et au prospectus qui l’accompagne.
Avant de prendre une décision d’investissement, pour bien comprendre cette offre et ses conséquences pour vous, vous devez lire attentivement
l’intégralité du présent supplément de prospectus et le prospectus qui l’accompagne, y compris les «facteurs de risque», les états financiers,
et les notes connexes, et les autres informations incorporées par référence ici et là.

Aperçu

Nous sommes un biopharmaceutique au stade clinique
société constituée en mai 2017 s’est concentrée sur le développement de thérapies de nouvelle génération pour les troubles dermatologiques. Nous croyons cela
notre pipeline a le potentiel d’améliorer la qualité de vie des patients souffrant d’indications incluant la dermatite atopique
(également connu sous le nom d’eczéma), plaies chroniques, psoriasis, asthme et acné.

Notre principal actif est un accord de sous-licence
avec Chelexa Biosciences, Inc. («Chelexa») en vertu de laquelle Chelexa nous a accordé une sous-licence exclusive pour effectuer,
utiliser, avoir fabriqué, importer, mettre en vente et vendre des produits basés sur ou impliquant l’utilisation de (i) compositions topiques comprenant
un chélateur du zinc et de la gentamicine et (ii) des chélateurs du zinc pour inhiber la formation de biofilms (la «plateforme BioLexa» ou «BioLexa»),
quels droits ont été initialement accordés à Chelexa en vertu d’un accord de licence exclusif avec l’Université de Cincinnati. Dans
De plus, Chelexa nous a accordé le droit de délivrer des sous-licences exclusives et non exclusives (avec le droit de
tiers) pour fabriquer, utiliser, faire fabriquer, importer, proposer à la vente et vendre des produits basés sur la plateforme BioLexa.

La licence nous permet de développer
plate-forme pour toutes les indications chez l’homme. Notre objectif initial sera le traitement de l’eczéma par l’application d’un topique
crème. Bien que notre objectif initial soit le traitement de l’eczéma, nous avons l’intention de développer une deuxième crème topique qui,
est destiné à réduire les infections post-opératoires, à accélérer la guérison et à améliorer les résultats cliniques des patients subissant
procédures de dermatologie esthétique. De plus, nous avons mené une première étude pilote sur l’efficacité de BioLexa pour accélérer le diabète
cicatrisation des plaies et ont l’intention de mener des études supplémentaires sur les effets régénératifs de la plateforme BioLexa
contexte d’ulcères diabétiques chroniques, avec et sans charge bactérienne importante. La plate-forme BioLexa combine une alimentation américaine et
Drug Administration («FDA») approuvé chélateur de zinc avec un ou plusieurs antibiotiques approuvés sous une forme posologique topique
pour lutter contre les poussées d’eczéma non contrôlées en empêchant la formation de biofilms infectieux et le colmatage des canaux sudoripares qui en résulte
qui déclenchent des symptômes. À notre connaissance, il s’agit du premier produit candidat destiné à empêcher le symptôme déclenchant des poussées
plutôt que de simplement traiter les symptômes lorsqu’ils surviennent.

Nous avons l’intention d’utiliser initialement le BioLexa
Plateforme pour développer deux produits de crème topique différents: (i) un produit pour traiter l’eczéma et (ii) un produit qui réduit la post-procédure
infections, accélère la guérison et améliore les résultats cliniques pour les patients subissant des procédures de dermatologie esthétique. Eczéma,
également appelée dermatite atopique, est une maladie qui entraîne une inflammation de la peau et se caractérise par une éruption cutanée, rouge
peau et démangeaisons. Selon la National Eczema Association, l’eczéma affecte à lui seul plus de 32 millions d’Américains.

La plateforme BioLexa a obtenu des résultats positifs
résultats de ses premières études précliniques menées à l’Université de Miami. La formulation de BioLexa est une nouvelle
forme posologique «réorientant» l’antibiotique, ce qui permet de le développer pour une utilisation chez les patients suivant une réglementation spéciale
voie codifiée dans la section 505 (b) (2) des règles de la FDA. L’article 505 (b) (2) de la Loi sur les aliments, drogues et cosmétiques a été adopté pour
les promoteurs doivent demander l’approbation d’une nouvelle demande de drogue («NDA») pour de nouveaux médicaments réutilisés sans que ces commanditaires soient nécessaires
entreprendre des études de sécurité précliniques longues et coûteuses et des études de sécurité de phase 1. Procédure en vertu de ce règlement
voie, nous serons en mesure de nous fier à toutes les données de sécurité et de toxicologie accessibles au public concernant la gentamicine et
chélateur de zinc dans nos soumissions FDA. Nous devrons effectuer une étude de phase 2 pour démontrer la sécurité de l’association
chez l’homme et après une telle étude de phase 2, il faudra procéder à des essais cliniques pivots de phase 3. Nous pensons que cette voie
réduira considérablement l’effort de développement clinique requis, les coûts et les risques par rapport à ce qui nous serait demandé
si nous devions effectuer des études précliniques sur l’innocuité, la toxicologie et les animaux, ainsi que des essais de phase 1 sur l’innocuité humaine requis
pour les nouvelles entités chimiques qui ne sont pas éligibles à un examen conformément à la voie réglementaire de l’article 505 (b) (2). Nous estimons
qu’en utilisant la voie réglementaire de l’article 505 (b) (2), le processus de développement clinique peut être de cinq à six ans plus court
que ce qui est requis pour une nouvelle entité chimique, et le processus d’approbation de la FDA peut être de six à neuf mois plus court que les dix-huit typiques
mois, ce qui, selon nous, peut entraîner une baisse des coûts de développement et un temps de développement plus court. À la date des présentes, nous avons
pas soumis de NDA à la FDA. En septembre 2018, nous avons assisté à la première d’une série de réunions prévues avec la FDA pour examiner
les exigences de soumission et d’activation d’un IND en ce qui concerne la plateforme BioLexa pour une utilisation dans l’eczéma. En préparation
pour une telle réunion pré-IND, nous avons préparé et présenté à la FDA notre plan d’essai clinique de phase 2 proposé pour le traitement de l’eczéma
chez les patients de plus d’un an. Dans le cadre de notre réunion pré-IND, la FDA nous a fourni des orientations générales concernant
à des études animales spécifiques, des schémas posologiques et des études de sécurité humaine suggérées avant de commencer les essais cliniques en pédiatrie
ou des patients adultes. Nous étudions actuellement plusieurs lieux potentiels pour mener un tel procès à l’intérieur et à l’extérieur du
États-Unis Nous avons engagé Camargo Pharmaceutical Services, LLC («Camargo») pour nous aider avec le processus FDA requis
pour les demandes en vertu de l’article 505 (b) (2) et avec l’évaluation des sites potentiels d’essais cliniques pour l’étude de preuve de concept devrait
nous décidons d’entreprendre une telle étude. Plus précisément, Camargo a fourni et continuera de fournir des conseils et des orientations
à la phase de préparation IND pour la plateforme BioLexa. Camargo nous aidera à affiner nos services non cliniques, cliniques,
stratégie de pharmacologie clinique et biopharmaceutique intégrant les commentaires préliminaires que nous avons reçus de la FDA au cours de notre
réunion pré-IND.

Nous pensons que les éléments clés de notre
le succès commercial de BioLexa comprend:

la formulation exclusive
                                         de deux médicaments approuvés par la FDA pour traiter la prolifération bactérienne réduit le temps de développement et
                                         en nous donnant la possibilité de nous fier aux données d’innocuité et d’efficacité des deux
                                         drogues;

notre formulation exclusive
                                         n’est pas un corticostéroïde topique et peut ne pas être soumis au même avertissement de la boîte noire de la FDA
                                         les problèmes en tant que traitements les plus couramment prescrits actuellement utilisés; et

une publication récente évaluée par des pairs
                                         intitulé « Les bactéries staphylococciques peuvent provoquer l’eczéma, révèle une étude« ,
                                         publié par le Dr Herbert B. Allen, souligne que staphylocoque-films induits
                                         sont la cause première des poussées d’eczéma. Notre produit candidat BioLexa a été démontré
                                         pour empêcher la formation de ces biofilms avec la promesse de retarder ou de complètement
                                         arrêter les poussées, plutôt que de simplement traiter les symptômes d’une poussée déjà en cours.

En plus de notre accord de sous-licence
avec Chelexa, nous avons conclu les accords suivants:

un accord de licence exclusif
                                         avec l’Université de Cincinnati pour un nouveau marqueur génétique breveté pour les allergies alimentaires.
                                         Le marqueur génétique autorisé par nous de l’Université de Cincinnati peut être utilisé pour (i)
                                         identifier les nourrissons à risque dans la prédiction des allergies alimentaires, y compris les allergies aux arachides et au lait,
                                         (ii) identifier la prédisposition d’une personne à une réaction allergique, évitant ainsi
                                         une telle réaction et (iii) déterminer la propension d’un individu à développer une
                                         dermatite, comme l’eczéma. Nous avons l’intention d’utiliser le marqueur génétique pour déterminer
                                         la propension d’un individu à développer l’eczéma ainsi qu’à identifier et traiter les allergies
                                         chez les nourrissons à risque.

un accord de sous-licence (le
                                         «Accord de sous-licence») avec Zylö Therapeutics, Inc. («Zylö»)
                                         en vertu de laquelle Zylö nous a accordé une sous-licence exclusive pour le brevet sous licence
                                         Droits (tels que définis dans le contrat de sous-licence) et la technologie sous licence (telle que définie
                                         dans le contrat de sous-licence) pour, entre autres, développer, fabriquer et vendre les licences
                                         Produits (tels que définis dans le contrat de sous-licence) et pour pratiquer la technologie sous licence
                                         aux États-Unis et au Canada pour toutes les utilisations thérapeutiques liées au lupus
                                         les êtres humains, soumis aux droits d’expansion sur le terrain (tels que définis dans l’accord de sous-licence).

un accord de licence avec
                                         Université d’État de Caroline du Nord («NCSU») en vertu de laquelle NCSU nous a accordé
                                         une licence exclusive pour, entre autres, développer, fabriquer, utiliser, offrir et vendre certains
                                         produits sous licence dans le monde entier en ce qui concerne l’approche de saut d’exon du NCSU
                                         pour traiter les maladies allergiques.

un accord de licence de brevet
                                         avec l’Université George Washington («GWU») en vertu de laquelle GWU nous a accordé
                                         une licence sur certains droits de brevet pour, entre autres, fabriquer, utiliser, offrir et vendre
                                         certains produits sous licence dans le monde en ce qui concerne l’aprépitant utilisé dans
                                         le traitement des effets secondaires des médicaments utilisés pour le traitement du cancer.

Développement de produits et pipeline

Nous avons l’intention de mener notre première phase 1
étude chez des adultes en bonne santé avec une transition immédiate vers un essai de phase 1b randomisé et contrôlé par véhicule chez des adolescents atteints d’eczéma
comparer BioLexa au véhicule de base. Cet essai de phase 1b vise à examiner à la fois l’innocuité et l’efficacité. Nous évaluerons la formulation
de Ca-DTPA et de Gentamicine 0,1% dans notre lotion topique exclusive fournie par un système de pompe dosée. Nous évaluerons également la capacité
de BioLexa pour éliminer les bactériens staphylococciques nuisibles de la peau des patients atteints de dermatite atopique.

À la suite de notre essai de phase 1b, nous prévoyons
mener jusqu’à deux essais de phase 2 chez des patients atteints de dermatite atopique en comparant BioLexa au véhicule de base. Numéros de sujets et attribution
sera informé par les résultats de l’essai de phase 1b. Nous prévoyons que le programme clinique sera terminé, sous réserve de la réception du financement
par nous, d’ici la fin de 2020 ou le début de 2021 avec une soumission de NDA ciblée pour le milieu à la fin de 2021. Il n’y a actuellement aucune enquête active
demande de nouveau médicament pour notre produit candidat aux États-Unis.

Le tableau suivant résume le BioLexa
pipeline de développement de produits attendu.

Bien que notre objectif initial soit
le traitement de l’eczéma, nous avons l’intention de développer une deuxième crème topique qui, lors de l’application, est destinée à réduire la post-procédure
les infections, accélérer la guérison et améliorer les résultats cliniques pour les patients subissant des procédures de dermatologie esthétique. En plus,
nous avons mené une première étude pilote sur l’efficacité de BioLexa pour accélérer la cicatrisation des plaies diabétiques et avons l’intention de mener
études sur les effets régénératifs de la plateforme BioLexa dans le contexte des ulcères diabétiques chroniques, avec et sans
charge bactérienne importante.

DEVELOPPEMENTS récents

Le 23 mars 2020, nous avons conclu une redevance et un développement
Accord (l ‘«Accord Voltron») avec Voltron Therapeutics, Inc. («Voltron»), pour former une coentreprise
entité nommée HaloVax, LLC («HaloVax»), pour développer conjointement des produits candidats potentiels pour la prévention du coronavirus
(COVID-19) basé sur une technologie qui avait été exclusivement concédée sous licence par Voltron à la General Hospital Corporation (d / b / a
Hôpital général du Massachusetts). Conformément à l’accord de Voltron, nous aurons le droit de recevoir des redevances basées sur les ventes
à de faibles pourcentages à un chiffre. L’Accord Voltron se poursuivra jusqu’à la première des éventualités suivantes: (i) l’approbation d’une demande de drogue nouvelle
(ou son équivalent) pour les produits sous licence (tels que définis dans l’accord Voltron) par la Federal Drug Administration des États-Unis,
(ii) l’arrêt du développement des Produits sous Licence, (iii) la vente de la licence des Produits sous Licence à un tiers et
(iv) consentement mutuel des parties. Le Contrat Voltron peut être résilié par la Société ou Voltron en cas de (i)
une violation de toute condition importante de l’accord de Voltron qui n’est pas corrigée dans les 90 jours, sous réserve de certaines exceptions ou (ii)
l’ouverture par ou contre l’une ou l’autre partie de toute procédure de mise en faillite, d’insolvabilité ou de réorganisation qui n’a pas été rejetée
dans les 90 jours suivant le début. De plus, conformément aux termes de l’accord Voltron, le 23 mars 2020, la Société
et HaloVax ont conclu une convention d’achat d’intérêts en vertu de laquelle la société achètera 5% des parts de HaloVax
des intérêts d’adhésion en circulation de 250 000 $ au plus tard le 23 mai 2020 (la «date de clôture initiale») et
la possibilité d’acheter jusqu’à 25% supplémentaires des intérêts des membres de HaloVax (pour 3 000 000 $ (y compris les 250 000 $),
cette option expirera 30 jours après la date de clôture initiale.

Voltron appartient à Majella qui est détenue à 50% par STAQ Partners
LLC. Matthew Eitner, chef de la direction de Laidlaw, et James Ahern, chef des marchés des capitaux de Laidlaw, sont membres
de la STAQ, qui détient 76% des intérêts des membres de la STAQ. De plus, Matthew Eitner est le membre directeur de Majella. le
Le conseil d’administration de Voltron est composé de Matthew Eitner et Patrick Gallagher, directeur général principal, responsable institutionnel
Ventes de Laidlaw et chef de la direction de Voltron. Laidlaw a été indemnisée par le passé par Voltron pour les services fournis
en tant que conseiller financier de Voltron. Laidlaw n’a reçu aucune rémunération dans le cadre de l’accord de Voltron.

Information d’entreprise

Nous avons été constitués en société au Nevada
le 16 mai 2017. Nos principaux bureaux de direction sont situés au 1 Rockefeller Plaza, Suite 1039, New York, New York 10020 et
notre numéro de téléphone est le (646) 756-2997. L’adresse de notre site Web est www.hoththerapeutics.com. Les informations contenues
sur notre site Web n’est pas incorporé par renvoi dans le présent prospectus.

Loi sur les emplois

Le 5 avril 2012, Jumpstart Our
La loi sur la création d’entreprises («emplois») a été promulguée. L’article 107 de la loi sur l’emploi prévoit qu’une «croissance émergente
société »peut profiter de la période de transition prolongée prévue à l’article 7 (a) (2) (B) du Securities Act
de 1933, tel que modifié, pour être conforme aux normes comptables nouvelles ou révisées. En d’autres termes, une «société de croissance émergente»
peut retarder l’adoption de certaines normes comptables jusqu’à ce que ces normes s’appliquent autrement aux sociétés fermées.

Nous avons choisi de profiter de la
prolongation des périodes de transition à la disposition des sociétés de croissance émergentes en vertu de la loi sur les emplois pour se conformer à une comptabilité nouvelle ou révisée
jusqu’à ce que ces normes s’appliquent autrement aux entreprises privées prévues par la loi JOBS. En conséquence, notre consolidation
les états financiers peuvent ne pas être comparables à ceux des sociétés qui respectent les dates d’entrée en vigueur des sociétés ouvertes pour se conformer
avec des normes comptables nouvelles ou révisées.

Sous réserve de certaines conditions énoncées
dans la loi sur les emplois, en tant que «société en croissance émergente», nous avons l’intention de nous prévaloir de certaines de ces exemptions, y compris, sans
(i) fournir un rapport d’attestation du vérificateur sur notre système de contrôles internes à l’égard de l’information financière
conformément à l’article 404 (b) de la loi Sarbanes-Oxley pf 2002, telle que modifiée et (ii) se conformer à toute exigence
peut être adopté par le Public Company Accounting Oversight Board concernant la rotation obligatoire des cabinets d’audit ou un
rapport de l’auditeur fournissant des informations supplémentaires sur l’audit et les états financiers consolidés,
discussion et analyse de l’auditeur. Nous resterons une «société de croissance émergente» jusqu’au premier (i) dernier
le jour de l’exercice au cours duquel nous avons des revenus bruts annuels totaux de 1,07 milliard de dollars ou plus; (ii) le dernier jour de notre
exercice suivant le cinquième anniversaire de la date de notre premier appel public à l’épargne; (iii) la date à laquelle nous avons délivré
plus d’un milliard de dollars de dette non convertible au cours des trois dernières années; ou (iv) la date à laquelle nous sommes réputés
être un grand déposant accéléré selon les règles de la SEC.

L’OFFRE

Actions ordinaires offertes par nous 1449275 actions

Actions ordinaires en circulation immédiatement après l’offre (1) 11 593 701 actions
Meilleurs efforts Nous avons convenu d’émettre et de vendre les actions ordinaires
    offertes au public par l’intermédiaire des preneurs fermes, et les preneurs fermes ont convenu d’offrir et de vendre ces actions ordinaires
    stock sur la base des «meilleurs efforts». Les preneurs fermes ne sont pas tenus de vendre un nombre ou un montant précis
    des actions ordinaires offertes par les présentes, mais fera de son mieux commercialement raisonnable pour vendre ces actions
    d’actions ordinaires. Voir «Souscription (conflits d’intérêts)» à la page S-15.

Utilisation du produit Nous avons l’intention d’utiliser le produit net de cette
offre à des fins générales d’entreprise, y compris le développement de produits pour prévenir le coronavirus (COVID-19), fonds de roulement,
les activités de vente et de marketing et les questions générales et administratives. Voir «Utilisation du produit».

Politique de dividende Nous n’avons jamais versé de dividendes en espèces sur nos actions
    stock et ne prévoient pas de verser de dividendes en espèces dans un avenir prévisible, mais ont l’intention de conserver nos ressources en capital
    pour un réinvestissement dans notre entreprise.

Facteurs de risque Investir dans nos titres implique un degré élevé
    de risque. Vous devriez lire la section «Facteurs de risque» commençant à la page S-6 du présent supplément de prospectus et
    page 6 du prospectus ci-joint et dans les documents intégrés par renvoi dans le présent supplément de prospectus pour une
    discussion des facteurs à considérer avant de décider d’investir dans nos actions ordinaires.

Les conflits d’intérêts Parce que les personnes associées à Laidlaw & Company
(UK) Ltd. («Laidlaw»), le représentant des preneurs fermes dans le cadre de cette offre, détient, collectivement, 1 766 819
actions ordinaires (y compris les actions ordinaires pouvant être émises à l’exercice de bons de souscription en circulation), représentant un
total de 15,15% des actions ordinaires en circulation sur une base entièrement diluée avant ce placement, Laidlaw est réputée
avoir un «conflit d’intérêts» en vertu de la règle 5121 («règle 5121») de la Financial Industry Regulatory Authority
Inc. («FINRA»). En conséquence, The Benchmark Company, LLC («Benchmark») a accepté d’agir en tant que «
souscripteur indépendant », au sens de la règle 5121 relative à cette offre. Dans son rôle d’indépendant qualifié
souscripteur, Benchmark a participé à la préparation du supplément de prospectus et a exercé les normes habituelles
de diligence raisonnable à cet égard. Pour une discussion plus complète du rôle et de la rémunération des preneurs fermes, veuillez
voir la section de ce prospectus intitulée «Souscription (conflits d’intérêts)».

Symbole du marché des capitaux du Nasdaq « HOTH. »

(1) Le nombre d’actions ordinaires en circulation
immédiatement après cette offre est basée sur 10 144 426 actions ordinaires en circulation au 20 mars 2020 et exclut,
à cette date:

995 192
                                         actions ordinaires pouvant être émises à l’exercice de bons de souscription avec un exercice moyen pondéré
                                         prix de 2,98 $;

525 000
                                         actions ordinaires pouvant être émises à l’exercice d’options avec un exercice moyen pondéré
                                         prix de 5,31 $; et

314,013
                                         des actions ordinaires réservées pour une émission future dans le cadre de notre régime incitatif à base d’actions 2018.

Sauf indication contraire, toutes les informations
dans le présent supplément de prospectus ne suppose aucun exercice des bons de souscription des souscripteurs devant être émis au représentant du
souscripteurs dans le cadre de cette offre.

FACTEURS DE RISQUE

Un investissement dans nos titres implique
un degré de risque élevé. Avant de décider d’investir dans nos titres, vous devez examiner attentivement les risques décrits
ci-dessous, ainsi que d’autres informations dans le présent supplément de prospectus, le prospectus ci-joint et les informations et documents
incorporé par référence. Vous devez également tenir compte des risques, incertitudes et hypothèses discutés sous la rubrique «Risque
Facteurs »inclus dans notre dernier rapport annuel sur formulaire 10-K et les rapports ultérieurs que nous déposons auprès de la SEC qui
sont déposés auprès de la SEC et sont incorporés ici par référence, et qui peuvent être modifiés, complétés ou remplacés à tout moment
à temps par d’autres rapports que nous déposons à la SEC à l’avenir. Si l’un de ces risques survient, notre entreprise, notre situation financière,
les résultats d’exploitation ou les flux de trésorerie pourraient être affectés négativement. Cela pourrait entraîner une baisse du cours de nos actions ordinaires,
entraînant une perte de tout ou partie de votre investissement. Les risques et incertitudes décrits ci-dessous ne sont pas les seuls auxquels
nous. Des risques et incertitudes supplémentaires que nous ne connaissons pas actuellement, ou que nous considérons actuellement comme négligeables, peuvent également nuire à nos activités.
Veuillez également lire attentivement la section ci-dessous intitulée «Remarque spéciale concernant les déclarations prospectives».

Risques liés à notre activité

Notre entreprise peut être défavorable
affectés par la pandémie de coronavirus en cours.

Le déclenchement de
the novel Coronavirus (COVID-19) has evolved into a global pandemic. The coronavirus has spread to many regions of the world. le
extent to which the coronavirus impacts our business and operating results will depend on future developments that are highly uncertain
and cannot be accurately predicted, including new information that may emerge concerning the coronavirus and the actions to contain
the coronavirus or treat its impact, among others.

Should the coronavirus continue to spread, our business operations
could be delayed or interrupted. For instance, our clinical trials may be affected by the pandemic. Site initiation, participant
recruitment and enrollment, participant dosing, distribution of clinical trial materials, study monitoring and data analysis may
be paused or delayed due to changes in hospital or university policies, federal, state or local regulations, prioritization of
hospital resources toward pandemic efforts, or other reasons related to the pandemic. If the coronavirus continues to spread, some
participants and clinical investigators may not be able to comply with clinical trial protocols. For example, quarantines or other
travel limitations (whether voluntary or required) may impede participant movement, affect sponsor access to study sites, or interrupt
healthcare services, and we may be unable to conduct our clinical trials. Further, if the spread of the coronavirus pandemic continues
and our operations are adversely impacted, we risk a delay, default and/or nonperformance under existing agreements which may increase
our costs. These cost increases may not be fully recoverable or adequately covered by insurance.

Infections and
deaths related to the pandemic may disrupt the United States’ healthcare and healthcare regulatory systems. Such disruptions
could divert healthcare resources away from, or materially delay FDA review and/or approval with respect to, our clinical trials.
It is unknown how long these disruptions could continue, were they to occur. Any elongation or de-prioritization of our
clinical trials or delay in regulatory review resulting from such disruptions could materially affect the development and study
of our product candidates.

We currently utilize
third parties to, among other things, manufacture raw materials. If either any third-party parties in the supply chain for materials
used in the production of our product candidates are adversely impacted by restrictions resulting from the coronavirus outbreak,
our supply chain may be disrupted, limiting our ability to manufacture our product candidates for our clinical trials and research
and development operations.

In the event of
a shelter-in-place order or other mandated local travel restrictions, our employees conducting research and development
or manufacturing activities may not be able to access their laboratory or manufacturing space, and our core activities may be significantly
limited or curtailed, possibly for an extended period of time.

The spread of
the coronavirus, which has caused a broad impact globally, including restrictions on travel and quarantine policies put into place
by businesses and governments, may have a material economic effect on our business. While the potential economic impact brought
by and the duration of the pandemic may be difficult to assess or predict, it has already caused, and is likely to result in further,
significant disruption of global financial markets, which may reduce our ability to access capital either at all or on favorable
terms. In addition, a recession, depression or other sustained adverse market event resulting from the spread of the coronavirus
could materially and adversely affect our business and the value of our common stock.

The ultimate impact
of the current pandemic, or any other health epidemic, is highly uncertain and subject to change. We do not yet know the full extent
of potential delays or impacts on our business, our clinical trials, our research programs, healthcare systems or the global economy
as a whole. However, these effects could have a material impact on our operations, and we will continue to monitor the situation
closely.

Risks Relating to Our Joint Venture
Agreement

If our joint venture with HaloVax is not successful or
if we fail to realize the benefits we anticipate from such joint venture, we may not be able to capitalize on the full market potential
of our potential products.

On March 23, 2020, we entered into the
Voltron Agreement to form a joint venture entity named HaloVax to jointly develop potential product candidates for the prevention
of the Coronavirus (COVID-19) based upon certain technology that had been exclusively licensed by Voltron from The General Hospital
Corporation (d/b/a Massachusetts General Hospital). Pursuant to the terms of the Voltron Agreement we are entitled to receive sales-based
royalties at low single digit percentages. In addition, pursuant to the Membership Interest Purchase Agreement with HaloVax we
are required to acquire 5% of HaloVax for an aggregate purchase price of $250,000 and have the option to purchase up to an additional
25% of HaloVax’s membership interests. Furthermore, we shall contribute proceeds of the development of products to prevent
the Coronavirus (COVID-19). If and to the extent we and HaloVax are unable to develop potential product candidates for the prevention
of the Coronavirus (COVID-19), we will not be entitled to any sale-based royalties the value of our ownership interest in HaloVax
could decline in which case we may lose all or part of our investment in HaloVax.

While Voltron
has agreed to cooperate and use commercially reasonable efforts to exchange information and resources that will lead to the development
activities, and has agreed to establish a Joint Development Committee consisting of seven members, two of which are to be selected
by us, to plan, review, coordinate and oversee the performance of the development activities and timelines with respect to development
activities, we have limited contractual rights to direct its activities. Moreover, we will not have any other control with respect
to the operations of HaloVax. Therefore, HaloVax will have a greater influence with respect to its commercialization efforts and
other operations. In general, our joint venture with HaloVax subjects us to a number of related risks including that:

nous
    may not receive sales-based royalties pursuant to the terms of the Voltron Agreement;
nous
    may not be successful in the development of any product candidates;
HaloVax
    may not commit sufficient resources to the marketing and distribution of our products;
HaloVax
    may infringe the intellectual property rights of third parties, which may expose us to litigation and other potential liability;
disputes
    may arise between us and HaloVax that result in the delay or termination of the commercialization of our products or product
    candidates or that result in costly litigation or arbitration that diverts management attention and resources including, but
    not limited to, disputes with respect to commercializing products upon terms mutually agreeable or beneficial to us and HaloVax;
tout
    products, if developed, will be sold or licensed on terms that are beneficial to us;
HaloVax
    may not provide us with timely and accurate information regarding commercialization status or results, which could adversely
    impact our ability to manage our own commercialization efforts, accurately forecast financial results or provide timely information
    to our shareholders regarding our commercialization efforts; et
if any product
candidates are successfully developed that we will be able to commercialize such products upon terms mutually agreeable or beneficial
to us and HaloVax.

Risks Related to Product Development,
Regulatory Approval, Manufacturing and Commercialization

Although we have entered into the
Voltron Agreement pursuant to which we and HaloVax intend to jointly develop products to prevent Coronavirus (COVID-19), no assurance
can be given as to when, if ever, we will be able to develop any products for such purpose and if developed that such products
will be successfully commercialized.

On March 23, 2020, we entered into the Voltron Agreement pursuant
to which we and HaloVax will work to jointly develop potential products candidates to prevent Coronavirus (COVID-19); however,
no assurance can be given as to when, if ever, we will be able to develop any products for such purpose. Furthermore, we are subject
to risks including, but not limited to, the following with respect to the development of a treatment for Coronavirus (COVID-19):

the marketing
                                         approval process of the FDA is lengthy, time consuming and inherently unpredictable,
                                         and we cannot guarantee that we will ever have a marketable product;

we may
                                         encounter substantial delays in completing our clinical studies which in turn will require
                                         additional costs, or we may fail to demonstrate adequate safety and efficacy to the satisfaction
                                         of applicable regulatory authorities;

conducting
                                         successful clinical studies may require the enrollment of large numbers of patients,
                                         and suitable patients may be difficult to identify and recruit;

to the extent that there are additional treatments available
for Coronavirus (COVID-19), to be commercially successful, physicians must be persuaded that using our products are effective alternatives
to other existing therapies and treatments;

we may
                                         depend on third parties for manufacturing our proposed product candidates and any conflicts
                                         with such partners could delay or prevent the development or commercialization of such
                                         product candidates;

if third-party
                                         contract manufacturers upon whom we rely to formulate and manufacture our product candidates
                                         do not perform, fail to manufacture according to our specifications or fail to comply
                                         with strict regulations, our clinical studies could be adversely affected and the development
                                         of our product candidates could be delayed or terminated or we could incur significant
                                         additional expenses;

adverse
                                         events involving our products may lead the FDA to delay or deny clearance for our products
                                         or result in product recalls that could harm our reputation, business and financial results;
                                         et

if we fail
                                         to comply with healthcare regulations, we could face substantial enforcement actions,
                                         including civil and criminal penalties and our business, operations and financial condition
                                         could be adversely affected.

We depend upon the success of the
BioLexa Platform, which has not yet demonstrated efficacy in Phase 2 clinical trials, as well as our other licensed products and
technologies. If we are unable to generate revenues from the BioLexa Platform or our other licensed products and technologies,
our ability to create stockholder value will be limited.

We intend to conduct our first Phase 1
study in healthy adults with an immediate transition to a randomized, vehicle controlled Phase 1b trial in adolescent eczema patients
comparing BioLexa to the base vehicle. Following our Phase 1b trial, we intend to conduct up to two Phase 2 trials in atopic dermatitis
patients comparing BioLexa to the base vehicle. We expect the clinical program to be completed, subject to receipt of funding
by us, by the end of 2020 or early 2021 with an NDA submission targeted for mid to late 2021.

In addition, we have licensed a genetic marker for food allergies,
products and technology for therapeutic uses related to lupus in human beings, patents related to an exon skipping approach for
treating allergic diseases and patents related to aprepitant which is used to treat side effects from drugs used for the treatment
of cancer.  Furthermore, we formed a joint venture entity, HaloVax, with Voltron to commence preclinical studies for the development
of vaccine prospects for Coronavirus (COVID-19) based upon VaxCelerate, a self-assembling vaccine platform exclusively licensed
by Voltron from the Vaccine and Immunotherapy Center (VIC) at Mass Gen. We do not generate revenues from any drug products. nous
may not be successful in obtaining acceptance from the regulatory authorities to start our clinical trials. If we do not obtain
such acceptance, the time in which we expect to commence clinical programs for any product candidate will be extended and such
extension will increase our expenses and increase our need for additional capital. Moreover, there is no guarantee that our clinical
trials will be successful or that we will continue clinical development in support of an approval from the regulatory authorities
for any indication. We note that most drug candidates never reach the clinical stage and even those that do commence clinical development
have only a small chance of successfully completing clinical development and gaining regulatory approval. Therefore, our business
currently depends entirely on the successful development, regulatory approval and commercialization of our product candidates,
which may never occur.

Risks Relating to Our Intellectual Property Rights

We rely on licenses granted to us
by Chelexa, the University of Cincinnati, Zylö, North Carolina State University George Washington University and Voltron
(collectively, the “Licensors”), and if such licensors do not adequately defend such licenses, our business may be
harmed.

Our primary asset is a sublicense agreement with Chelexa pursuant
to which Chelexa has granted us an exclusive sublicense to use its BioLexa Platform, a proprietary, patented, drug compound platform
developed at the University of Cincinnati. The license enables us to develop the platform for any indications in humans. En plus,
we entered into (i) an exclusive license agreement with the University of Cincinnati with respect to a patented, novel genetic
marker for food allergies; (ii) the Sublicense Agreement with Zylö in connection with the development of a treatment for patients
suffering from CLE including patents with respect thereto developed by Albert Einstein College of Medicine; (iii) a license agreement
with NCSU with respect to NCSU’s exon skipping approach for treating allergic diseases; (iv) a license agreement with GW
with respect to aprepitant as used in treating side effects from drugs used for the treatment of cancer; and (v) the Voltron Agreement
with Voltron with respect to the formation of HaloVax, a joint venture entity formed to commence preclinical studies for the development
of vaccine prospects for Coronavirus (COVID-19). We rely on the Licensors to protect the intellectual property, including the patents,
covered by our licenses. We have limited control over the activities of the Licensors or over any other intellectual property that
may be related to the BioLexa Platform, the genetic marker, CLE, exon skipping approach for treating allergic diseases, aprepitant
or Coronavirus (COVID-19). For example, we cannot be certain that activities by the Licensors have been or will be conducted in
compliance with applicable laws and regulations. We may have no control or input over whether, and in what manner, the Licensors
may enforce or defend the patents against a third-party. The Licensors may enforce or defend the patent less vigorously than if
we had enforced or defended the patents ourselves. Further, the Licensors may not necessarily seek enforcement in scenarios in
which we would feel that enforcement was in our best interests. For example, the Licensors may not enforce the patents against
a competitor of ours who is not a direct competitor of the Licensors, applicable. If our in-licensed intellectual property is found
to be invalid or unenforceable, then the Licensors may not be able to enforce the patents against a competitor of ours. If we fail
to meet our obligations under the sublicense agreement with Chelexa or Chelexa fails to meet its obligations under its license
agreement with the University of Cincinnati, then the University of Cincinnati may terminate the license agreement with Chelexa
thereby terminating our sublicense agreement with Chelexa, and we will be unable to conduct our business. Similarly, if we fail
to meet our obligations under the sublicense agreement with Zylö or Zylö fails to meet its obligations under its license
agreement with Albert Einstein College of Medicine, then Albert Einstein College of Medicine may terminate the license agreement
with Zylö thereby terminating our sublicense agreement with Zylö, and we will be unable to conduct our business with
respect to the development of treatment for patients suffering from CLE. Moreover, if we fail to meet our obligations under the
Voltron Agreement with Voltron or Voltron ails to meet its obligations under its license agreement with The General Hospital Corporation
(d/b/a Massachusetts General Hospital) (“Mass Gen”) thereby terminating the Voltron Agreement, we will be unable to
conduct our business with respect to the development of a treatment relating to Coronavirus (COVID-19). In addition, if we fail
to meet our obligations under the license agreement with the University of Cincinnati, NCSU or GW then the University of Cincinnati,
NCSU or GW, as applicable, may terminate our license agreement, and we will be unable to continue to use their products in our
affaires. Although we may choose to terminate our license agreements, doing so would allow a third party to seek and obtain an
exclusive license to the BioLexa Platform, the genetic marker and the patents relating to CLE NCSU’s exon skipping approach
for treating allergic diseases, aprepitant and Coronavirus (COVID-19). If a third party obtains an exclusive license to intellectual
property with respect to the foregoing products and technologies formerly licensed to us, then the third party may seek to enforce
the intellectual property against us which may have a material adverse effect on our business.

We are dependent upon our sublicense
agreement with Chelexa with respect to the BioLexa Platform, Zylö with respect the development of a treatment for patients
suffering from CLE and Voltron with respect to the development of a treatment for Coronavirus (COVID-19); however, we have no
control over the license agreement between Chelexa and the University of Cincinnati, the license agreement between Zylö and
Albert Einstein College of Medicine and the license agreement between Voltron and Mass Gen.

Our agreements with Chelexa, Zylö and Voltron are subject
to many risks and uncertainties. Although we are dependent upon our sublicense agreement with Chelexa with respect to the BioLexa
Platform, Zylö with respect the development of a treatment for patients suffering from CLE, and Voltron with respect the development
of a treatment for Coronavirus (COVID-19), we have no control over the license agreement between Chelexa and the University of
Cincinnati pursuant to which the University of Cincinnati licensed the BioLexa Platform to Chelexa, the license agreement between
Zylö and Albert Einstein College of Medicine pursuant to which Albert Einstein College of Medicine licensed certain patent
rights relating to CLE to Zylö or Voltron and Mass Gen pursuant to which Mass Gen licensed certain patent rights relating
to VaxCelerate, a self-assembling vaccine platform, to Voltron. In the event that Chelexa is unable to fulfill its obligations
to the University of Cincinnati pursuant to the terms of its license agreement, the University of Cincinnati may terminate the
license thereby voiding our sublicense. Similarly, in the event that Zylö is unable to fulfill its obligations to Albert Einstein
College of Medicine pursuant to the terms of its license agreement, Albert Einstein College of Medicine may terminate the license
thereby voiding our sublicense. Furthermore, in the event that Voltron is unable to fulfill its obligations to Mass Gen pursuant
to the terms of its license agreement, Mass Gen may terminate the license thereby voiding the Voltron Agreement. In the event that
either the license agreement between Chelexa and the University of Cincinnati, the license agreement between Zylö and Albert
Einstein College of Medicine or the license between Voltron and Mess Gen is terminated, there may be a material adverse effect
upon our business.

Our business depends upon securing and
protecting critical intellectual property.

Although we do not own and only license
intellectual property, to the extent we develop intellectual property, our commercial success will depend in part on obtaining
and maintaining patent, trade secret, copyright and trademark protection of our technologies in the United States and other jurisdictions
as well as successfully enforcing and defending such intellectual property rights against third-party challenges. We will only
be able to protect our intellectual property from unauthorized use by third parties to the extent that valid and enforceable intellectual
property protection, such as patents or trade secrets, cover them. In particular, we place considerable emphasis on obtaining
patent and trade secret protection for significant new technologies, products and processes. Furthermore, the degree of future
protection of our proprietary rights is uncertain because legal means afford only limited protection and may not adequately protect
our rights or permit us to gain or keep our competitive advantage. Moreover, the degree of future protection of our proprietary
rights is uncertain for products that are currently in the early stages of development because we cannot predict which of these
products will ultimately reach the commercial market or whether the commercial versions of these products will incorporate proprietary
technologies.

Risks Related to This Offering and Our Common Stock

The price of our common stock may fluctuate substantially.

You should consider an investment in our
common stock to be risky, and you should invest in our common stock only if you can withstand a significant loss and wide fluctuations
in the market value of your investment. Some factors that may cause the market price of our common stock to fluctuate, in addition
to the other risks mentioned in this “Risk Factors” section, are:

sale of our common
    stock by our shareholders, executives, and directors;
volatility and limitations
    in trading volumes of our shares of common stock;
our ability to obtain
    financings to conduct and complete research and development activities including, but not limited to, our clinical trials,
    and other business activities;
the timing and success
    of introductions of new products by us or our competitors or any other change in the competitive dynamics of our industry,
    including consolidation among competitors;
our ability to attract
    new customers;
our ability to secure
    resources and the necessary personnel to conduct clinical trials on our desired schedule;
commencement, enrollment
    or results of our clinical trials for our product candidates or any future clinical trials we may conduct;
changes in the development
    status of our product candidates;
any delays or adverse
    developments or perceived adverse developments with respect to the FDA’s review of our planned pre-clinical and clinical
    trials;
any delay in our
    submission for studies or product approvals or adverse regulatory decisions, including failure to receive regulatory approval
    for our product candidates;
unanticipated safety
    concerns related to the use of our product candidates;
changes in our capital
    structure or dividend policy, future issuances of securities, sales of large blocks of common stock by our shareholders;

announcements
                                         and events surrounding financing efforts, including debt and equity securities;

notre
                                         inability to enter into new markets or develop new products;

announcements
                                         of acquisitions, partnerships, collaborations, joint ventures, new products, capital
                                         commitments, or other events by us or our competitors;

changes
in general economic, political and market conditions in or any of the regions in which we conduct our business including as a
result of the recent pandemic related to Coronavirus (COVID-19);

changes
                                         in industry conditions or perceptions;

analyst
                                         research reports, recommendation and changes in recommendations, price targets, and withdrawals
                                         of coverage;

departures
                                         and additions of key personnel;

disputes
                                         and litigations related to intellectual properties, proprietary rights, and contractual
                                         obligations;

changes
                                         in applicable laws, rules, regulations, or accounting practices and other dynamics; et

autre
                                         events or factors, many of which may be out of our control.

In addition, if the market for stocks
in our industry or industries related to our industry, or the stock market in general, experiences a loss of investor confidence,
the trading price of our common stock could decline for reasons unrelated to our business, financial condition and results of
operations. If any of the foregoing occurs, it could cause our stock price to fall and may expose us to lawsuits that, even if
unsuccessful, could be costly to defend and a distraction to management.

We are currently listed on The Nasdaq
Capital Market. If we are unable to maintain listing of our securities on Nasdaq or any stock exchange, our stock price could
be adversely affected and the liquidity of our stock and our ability to obtain financing could be impaired and it may be more
difficult for our stockholders to sell their securities.

Although our common stock is currently
listed on The Nasdaq Capital Market, we may not be able to continue to meet the exchange’s minimum listing requirements
or those of any other national exchange. If we are unable to maintain listing on Nasdaq or if a liquid market for our common stock
does not develop or is sustained, our common stock may remain thinly traded.

The Listing Rules of Nasdaq require listing
issuers to comply with certain standards in order to remain listed on its exchange. If, for any reason, we should fail to maintain
compliance with these listing standards and Nasdaq should delist our securities from trading on its exchange and we are unable
to obtain listing on another national securities exchange, a reduction in some or all of the following may occur, each of which
could have a material adverse effect on our stockholders:

the liquidity of our common stock;

the market price of our common stock;

our ability to obtain financing for the continuation of our
    operations;

the number of institutional and general investors that will
    consider investing in our common stock;

the number of investors in general that will consider investing
    in our common stock;

the number of market makers in our common stock;

the availability of information concerning the trading prices
    and volume of our common stock; et

the number of broker-dealers willing to execute trades in shares
    of our common stock.

If you purchase securities in this
offering, you will suffer immediate dilution of your investment.

The public offering price of our common
stock is substantially higher than the net tangible book value per share of our common stock. Therefore, if you purchase securities
in this offering, you will pay an effective price per share of common stock that substantially exceeds our net tangible book value
per share after giving effect to this offering. Based on a public offering price of $3.45 per share of common stock, if you purchase
securities in this offering, you will experience immediate dilution of $2.89 per share, representing the difference between
the public offering price of the securities and our pro forma as adjusted net tangible book value per share after giving effect
to this offering. Furthermore, if any of our outstanding options or warrants are exercised at prices below the public offering
price, we grant additional options or other awards under our equity incentive plans or issue additional warrants, you may experience
further dilution of your investment. See the section entitled “Dilution” below for a more detailed illustration of
the dilution you would incur if you participate in this offering.

If you purchase securities in this
offering, you may also experience future dilution as a result of future equity offerings.

We expect that significant additional
capital will be needed in the future to continue our planned operations, including research and development, increased marketing,
hiring new personnel, commercializing our products, and continuing activities as an operating public company. To the extent we
raise additional capital by issuing equity securities, our shareholders may experience substantial dilution. We may sell common
stock, convertible securities or other equity securities in one or more transactions at prices and in a manner we determine from
time to time. If we sell common stock, convertible securities or other equity securities in more than one transaction, investors
may be materially diluted by subsequent sales. Such sales may also result in material dilution to our existing shareholders, and
new investors could gain rights superior to our existing shareholders.

Our management team may invest or
spend the proceeds raised in this offering in ways with which you may not agree or which may not yield a significant return.

Our management will have broad discretion
over the use of proceeds from this offering and could spend the proceeds in ways that do not improve our results of operations
or enhance the value of our common stock. The failure by management to apply these funds effectively could result in financial
losses that could have a material adverse effect on our business, cause the price of our common stock to decline, and delay the
development of our product candidates.

We do not
intend to pay cash dividends on our shares of common stock so any returns will be limited to the value of our shares.

We currently
anticipate that we will retain future earnings for the development, operation and expansion of our business and do not anticipate
declaring or paying any cash dividends for the foreseeable future. Any return to shareholders will therefore be limited to the
increase, if any, of our share price.

Persons associated with Laidlaw
collectively beneficially own more than 10% of our outstanding common stock and have an interest in this offering beyond customary
underwriting commissions.

Because persons associated with Laidlaw collectively beneficially
own more than 10% of our outstanding common stock, Laidlaw is deemed to have a “conflict of interest” under Rule 5121
of FINRA. In addition, Voltron is owned by Majella which is owned 50% by STAQ. Matthew Eitner, the Chief Executive Officer of Laidlaw,
and James Ahern, the Head of Capital Markets of Laidlaw, are members of STAQ, owning 76% of the membership interests in STAQ. Dans
addition, Matthew Eitner is the Managing Member of Majella. The board of directors of Voltron is composed of Matthew Eitner and
Patrick Gallagher, Senior Managing Director Head of Institutional Sales of Laidlaw and Chief Executive Officer of Voltron. Laidlaw
has been compensated in the past by Voltron for services provided as a financial advisor to Voltron. Laidlaw did not receive any
remuneration in connection with the Voltron Agreement. Accordingly, this offering will be made in compliance with the applicable
provisions of Rule 5121. The rule requires that a “qualified independent underwriter” meeting certain standards participate
in the preparation of the registration statement and prospectus and exercise the usual standards of due diligence with respect
thereto. Benchmark has agreed to act as a “qualified independent underwriter” within the meaning of Rule 5121 in connection
with this offering. Benchmark will receive $200,000 for serving as a qualified independent underwriter in connection with this
offering and be entitled to reimbursement of its out-of-pocket expenses up to $2,000. In its role as qualified independent underwriter,
Benchmark has participated in due diligence and the preparation of this prospectus supplement. Although Benchmark has, in its capacity
as qualified independent underwriter, participated in due diligence and the preparation of this prospectus supplement, we cannot
assure you that this will adequately address all potential conflicts of interest. We have agreed to indemnify Benchmark against
liabilities incurred in connection with acting as qualified independent underwriter, including liabilities under the Securities
Act of 1933, as amended (the “Securities Act”). In accordance with Rule 5121, Laidlaw will not sell shares of our common
stock to a discretionary account without the prior written approval from the account holder. See the section of this prospectus
captioned “Underwriting (Conflicts of Interest)” for additional information.

SPECIAL NOTE
REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement and the documents
incorporated by reference herein contain forward-looking statements that are based on current management expectations. Statements
other than statements of historical fact included in this prospectus supplement, including statements about us and the future
growth and anticipated operating results and cash expenditures, are forward-looking statements within the meaning of Section 27A
of the Securities Act, and Section 21E of the Securities Exchange Act of 1934. When used in this prospectus supplement the words
“anticipate,” “objective,” “may,” “might,” “should,” “could,”
“can,” “intend,” “expect,” “believe,” “estimate,” “predict,”
“potential,” “plan” or the negative of these and similar expressions identify forward-looking statements.
These statements reflect our current views with respect to uncertain future events and are based on imprecise estimates and assumptions
and subject to risk and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking
statements. While we believe our plans, intentions and expectations reflected in those forward-looking statements are reasonable,
these plans, intentions or expectations may not be achieved. Our actual results, performance or achievements could differ materially
from those contemplated, expressed or implied by the forward-looking statements contained in, or incorporated by reference into,
this prospectus supplement for a variety of reasons.

We urge investors to review carefully
risks contained in the section of this prospectus entitled “Risk Factors” above as well as other risks and factors
identified from time to time in our SEC filings in evaluating the forward-looking statements contained in this prospectus supplement.
We caution investors not to place significant reliance on forward-looking statements contained in this document; such statements
need to be evaluated in light of all the information contained herein.

All forward-looking statements attributable
to us or persons acting on our behalf are expressly qualified in their entirety by the risk factors and other cautionary statements
set forth, or incorporated by reference, in this prospectus supplement. Except as required by law, we are under no obligation,
and we do not intend, to update any forward-looking statement, whether as result of new information, future events or otherwise.

DIVIDEND POLICY

We have never paid or declared any cash
dividends on our common stock, and we do not anticipate paying any cash dividends on our common stock in the foreseeable future.
We intend to retain all available funds and any future earnings to fund the development and expansion of our business. Any future
determination to pay dividends will be at the discretion of our board of directors and will depend upon a number of factors, including
our results of operations, financial condition, future prospects, contractual restrictions, restrictions imposed by applicable
law and other factors that our board of directors deems relevant.

USE OF PROCEEDS

We expect to receive net proceeds from
this offering of approximately $4 million, after deducting the estimated underwriting discount and estimated offering expenses
payable by us.

We currently intend to use the net proceeds
from the sale of the securities offered hereby for general corporate purposes, including the development of products to prevent
Coronavirus (COVID-19), working capital, sales and marketing activities, and general and administrative matters. This expected
use of net proceeds from this offering and our existing cash represents our intentions based upon our current plans and business
conditions, which could change in the future as our plans and business conditions evolve. The amounts and timing of our actual
expenditures may vary significantly depending on numerous factors. As a result, our management will retain broad discretion over
the allocation of the net proceeds from this offering.

As of the date of this prospectus supplement,
we cannot predict with certainty all the uses for the net proceeds to be received upon the completion of this offering or the
amounts we will spend on the uses set forth above. Pending our use of the net proceeds from this offering, we intend to invest
a portion of the net proceeds in a variety of capital preservation investments, including short-term, interest-bearing instruments
and U.S. government securities.

DILUTION

If you invest in our common stock, your
interest will be diluted immediately to the extent of the difference between the offering price per share you will pay in this
offering and the pro forma as adjusted net tangible book value per share of our common stock immediately after giving effect to
this offering.

Our net tangible book value as of December
31, 2019 was approximately $2.4 million, or $0.24 per share of common stock. Net tangible book value per share represents the
book value of our total tangible assets less the book value of our total liabilities, divided by the number of shares of our common
stock outstanding as of December 31, 2019.

Our pro forma as adjusted net tangible
book value as of December 31, 2019, after giving further effect to the sale of 1,449,275 shares of common stock at the public offering
price of $3.45 per share, after deducting the underwriting discount and estimated offering expenses payable by us would have been
approximately $6.4 million, or $0.56 per share. This represents an immediate increase in our pro forma as adjusted net tangible
book value of $0.32 per share to our existing stockholders and an immediate dilution of approximately $2.89  per share
to purchasers of our common stock in this offering.

The following table illustrates this per
share dilution.

Public offering price per share $ 3.45
Net tangible book value per share as of December 31, 2019 $ 0.24
Increase in pro forma as adjusted net tangible book value per share
    attributable to new investors this offering
$ 0.32
Pro forma as adjusted net tangible book value per share as of December 31, 2019, after giving effect to this offering $ 0.56
Dilution per share to new investors in this offering $ 2.89

The above discussion and table are based
on 10,119,844 shares of common stock outstanding as of December 31, 2019 and excludes as of that date:

1,032,692 shares of common stock issuable upon exercise of warrants
    with a weighted average exercise price of $2.91;

525,000 shares of common stock issuable upon exercise of options
    with a weighted average exercise price of $9.43; et

299,013 shares of common stock reserved for future issuance
    under our 2018 Equity Incentive Plan.

UNDERWRITING (CONFLICTS
OF INTEREST)

Laidlaw & Company (UK) Ltd. is acting
as representative of each of the underwriters named below. Subject to the terms and conditions set forth in an underwriting agreement
among us and the underwriters, we have agreed to sell to the underwriters, and each of the underwriters has agreed, severally
and not jointly, to purchase from us up to the number of shares of common stock set forth opposite its name below on a best efforts
base.

Souscripteur

Nombre

of Shares

Laidlaw & Company (UK) Ltd. 1,449,275
Total 1,449,275

This offering is being completed on a
« best efforts » basis and the underwriters have no obligation to buy any shares of our common stock from us or to arrange
for the purchase or sale of any specific number or dollar amount of shares. As a « best efforts » offering, there can
be no assurance that the offering contemplated hereby will ultimately be consummated. The obligations of the underwriters may
be terminated upon the occurrence of certain events specified in the underwriting agreement. The underwriters may, but are not
obligated to, retain other selected dealers that are qualified to offer and sell the shares and that are members of the Financial
Industry Regulatory Authority, Inc. (“FINRA”).

We have agreed to indemnify the underwriters
against certain liabilities, including liabilities under the Securities Act or to contribute to payments the underwriters may
be required to make in respect of those liabilities.

The underwriters are offering the shares,
subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel,
including the validity of the shares, and other conditions contained in the underwriting agreement, such as the receipt by the
underwriters of officer’s certificates and legal opinions. The underwriters reserve the right to withdraw, cancel or modify
offers to the public and to reject orders in whole or in part.

Conflicts of Interest

Persons associated with Laidlaw hold, collectively, 1,766,819
shares of our common stock (including shares of common stock issuable upon exercise of outstanding warrants), representing an aggregate
of 15.15% of the outstanding shares of common stock on a fully diluted basis immediately prior to this offering. Therefore, Laidlaw
is deemed to have a “conflict of interest” under Rule 5121 of FINRA. Accordingly, this offering will be made in compliance
with the applicable provisions of Rule 5121, which requires that a “qualified independent underwriter,” as defined
by FINRA, participate in the preparation of the registration statement and exercise the usual standard of due diligence with respect
to the registration statement that an underwriter would exercise on its own behalf. The Benchmark Company, LLC (“Benchmark”)
has agreed to act as the “qualified independent underwriter” within the meaning of Rule 5121 in connection with this
offering, and will be acting solely in this capacity in connection with the offering. Benchmark will not be participating in the
distribution or sale of the securities or acting as an underwriter in connection with this offering. Benchmark will receive $200,000
for serving as a qualified independent underwriter in connection with this offering and be entitled to reimbursement of its out-of-pocket
expenses up to $2,000. Benchmark will receive no other compensation in this offering. We have agreed to indemnify Benchmark against
liabilities incurred in connection with acting as qualified independent underwriter, including liabilities under the Securities
Acte. In accordance with Rule 5121, Laidlaw will not sell shares of our common stock to discretionary accounts without the prior
written approval from the account holder.

On March 23, 2020, the Company entered into the Voltron Agreement
with Voltron, to form a joint venture entity named HaloVax, LLC to jointly develop product candidates for the prevention of the
Coronavirus (COVID-19) based upon certain technology that had been exclusively licensed by Voltron from The General Hospital Corporation
(d/b/a Massachusetts General Hospital). In addition, pursuant to the terms of the Voltron Agreement, the Company and HaloVax entered
into a Membership Interest Purchase Agreement pursuant to which the Company shall purchase 5% of HaloVax’s outstanding membership
interests and shall have the option to purchase up to an additional 25% of HaloVax’s membership interests.

Voltron is owned by Majella Partners,
LLC which is owned 50% by STAQ Partners LLC. Matthew Eitner, the Chief Executive Officer of Laidlaw, and James Ahern, the Head
of Capital Markets of Laidlaw, are members of STAQ, owning 76% of the membership interests in STAQ.  In addition, Matthew
Eitner is the Managing Member of Majella. The board of directors of Voltron is composed of Matthew Eitner and Patrick Gallagher,
Senior Managing Director Head of Institutional Sales of Laidlaw and Chief Executive Officer of Voltron. Laidlaw has been compensated
in the past by Voltron for services provided as a financial advisor to Voltron. Laidlaw did not receive any remuneration in connection
with the Voltron Agreement.

Discount and Commissions

The representative has advised us that the
underwriters propose initially to offer the shares to the public at the public offering price set forth on the cover page of this
prospectus supplement and to dealers at that price less a concession not in excess of $0.138 per share. After the initial offering,
the public offering price, concession or any other term of the offering may be changed.

The following table summarizes the underwriting
discount we will pay to the underwriters in connection with this offering.

Per Share Total
Public offering price $ 3.45 $ 5,000,000
Underwriting discount $ 0.276 $ 400,000
Proceeds, before expenses, to us $ 3.174 $ 4,600,000

In addition, we have agreed to issue to
the representative, or its designees, warrants to purchase up to 5.0% of the aggregate number of shares of common stock sold in
this offering (or up to 72,464 shares). The warrants will have a term of five years from the effective date of the offering, will
have an exercise price equal to 120% of the public offering price set forth on the cover page of this prospectus supplement (or
$4.14 per share), will provide for a “cashless” exercise, and will contain certain antidilution adjustments (but excluding
any price based anti-dilution). Pursuant to FINRA Rule 5110(g), the warrants and any shares of common stock issued upon exercise
of the warrants may not be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale,
derivative, put or call transaction that would result in the effective economic disposition of the securities by any person for
a period of 180 days immediately following the date of effectiveness or commencement of sales of this offering, except the transfer
of any security: (i) by operation of law or by reason of our reorganization; (ii) to any FINRA member firm participating in the
offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction set forth
above for the remainder of the time period; (iii) if the aggregate amount of our securities held by the underwriter or related
persons do not exceed 1% of the securities being offered; (iv) that is beneficially owned on a pro-rata basis by all equity owners
of an investment fund, provided that no participating member manages or otherwise directs investments by the fund and the participating
members in the aggregate do not own more than 10% of the equity in the fund; or (v) the exercise or conversion of any security,
if all securities remain subject to the lock-up restriction set forth above for the remainder of the time period. En plus,
the terms of the underwriters’ warrants provide certain piggyback registration rights with respect to the shares
of common stock issuable upon exercise of the underwriters’ warrants.

We have also agreed to (i) pay the underwriters
a cash commission equal to 8% of the total gross proceeds from this offering, (ii) pay the underwriters a management fee of 1%
of the total gross proceeds from this offering and (iii) reimburse the underwriters for certain of their out-of-pocket expenses
incurred in connection with this offering, including, among other things, the reasonable fees and expenses of counsel for the
underwriters as set forth in the underwriting agreement, which fees and expenses may not exceed $150,000.

The expenses of the offering, not including
the underwriting discount, are estimated at $155,000 and are payable by us.

No Sales of Similar Securities

Except for the shares of common stock to
be sold hereunder, we have agreed not to, directly or indirectly, (1) offer for sale, sell, issue, contract to sell, pledge or
otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition
by any person at any time in the future of) any shares of common stock or securities of the Company convertible into or exercisable
or exchangeable for common stock, or sell or grant options, rights or warrants with respect to any shares of common stock or securities
convertible into or exchangeable for common stock (other than the grant of options or other equity awards in the ordinary course
of business pursuant to incentive plans described in the registration statement of which this prospectus forms a part), (2) enter
into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or
risks of ownership of such shares of common stock, whether any such transaction described in clause (1) or (2) above is to be settled
by delivery of common stock or other securities, in cash or otherwise, (3) offer to purchase, purchase or contract to purchase
or grant any option, right or warrant to purchase common stock or securities convertible, exercisable or exchangeable into common
stock or any other securities, (4) file or cause to be filed a registration statement, including any amendments, with respect to
the registration of any shares of common stock or securities convertible, exercisable or exchangeable into common stock or any
other securities (other than any registration statement on Form S-8 or any successor form thereto relating to securities granted
or to be granted pursuant to any plan in effect on the date of the final prospectus supplement for this offering and described
in the prospectus, provided that no such registered securities shall be issued by us during the lock-up period), (5) establish
or increase a put equivalent position or liquidate or decrease a call equivalent position in securities or (6) publicly disclose
the intention to do any of the foregoing, in each case without the prior written consent of the representative on behalf of the
underwriters for a period of 90 days after the date of the final prospectus supplement for this offering; provided, however, the
foregoing restrictions shall not apply to any issuance or sale of any common stock or securities of the Company convertible into
or exercisable or exchangeable for common stock at a price per share in excess of the public offering price hereunder.

Our executive officers and directors have
entered into lock-up agreements with the underwriters pursuant to which each of these persons or entities, with limited exceptions,
may not, directly or indirectly, without the prior written consent of Laidlaw & Company (UK) Ltd.: (1) offer, sell, contract
to sell, pledge, announce the intention to sell, sell any option or contract to purchase, purchase any option or contract to sell,
grant any option, right or warrant to purchase, or otherwise dispose of, directly or indirectly (or participate in the filling
of) a registration statement with the SEC in respect of, any shares of common stock or any securities convertible into or exercisable
or exchangeable for common stock (including without limitation, shares of common stock which may be deemed to be beneficially owned
by such officer or director in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise
of a stock option or warrant), (2) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic
consequences of ownership of shares of common stock, whether any such transaction described in clause (1) or (2) above is to be
settled by delivery of common stock or such other securities, in cash or otherwise, (3) make any demand for, exercise, or participate
in any right with respect to the registration of any shares of common stock or securities convertible into or exercisable or exchangeable
for shares of common stock or any other securities or (4) publicly announce the intention to do any of the foregoing, for a period
of 90 days after the date of the final prospectus supplement for this offering. Notwithstanding the foregoing, our executive officers
and directors may transfer their respective shares of common stock or securities convertible into or exercisable or exchangeable
for common stock (i) as a bona fide gift or gifts, (ii) to any trust for the direct or indirect benefit of such
officers or directors or the immediate family of such officers or directors, provided that any such transfer shall not involve
a disposition for value, and provided further, that it shall be a condition to any transfer pursuant to clauses (i) or (ii) that
the transferee or donee, as applicable, agrees to be bound by the terms of the lock-up agreement (including, without limitation,
the restrictions set forth in the preceding sentence) to the same extent as if the transferee or donee, as applicable, were a party
thereto, (iii) if acquired by the lock-up signatory in open market transactions on or after the date of the final prospectus supplement
related to this offering, provided that, with respect to clauses (i) through (iii), each party (donor, donee, transferor or transferee)
shall not be required by law (including, without limitation, the disclosure requirements of the Securities Act and the Securities
Exchange Act of 1934 (the “Exchange Act”) to make, and shall agree not to voluntarily make, any filing or public announcement
of the transfer or disposition prior to the expiration of the 90 days after the date of the final prospectus supplement for this
offre.

Nasdaq Listing

Our common stock is listed on The Nasdaq Capital Market under
the symbol “HOTH.”

Price Stabilization, Short Positions

The underwriters have advised us that they do not intend to
conduct any stabilization or over-allotment activities in connection with this offering.

Nasdaq Passive Market Making

In connection with this offering, underwriters
and selling group members may engage in passive market making transactions in the common stock on The Nasdaq Capital Market in
accordance with Rule 103 of Regulation M under the Exchange Act during a period before the commencement of offers or sales of
common stock and extending through the completion of distribution. A passive market maker must display its bid at a price not
in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive market
maker’s bid, that bid must then be lowered when specified purchase limits are exceeded. Passive market making may cause
the price of our common stock to be higher than the price that otherwise would exist in the open market in the absence of those
transactions. The underwriters and dealers are not required to engage in passive market making and may end passive market making
activities at any time.

Electronic Distribution

In connection with the offering, certain of the underwriters
or securities dealers may distribute prospectuses by electronic means, such as e-mail.

Other Relationships

From time to time, certain of the underwriters
and/or their affiliates have provided, and may in the future provide, various investment banking and other financial services
for us for which services they have received and, may in the future receive, customary fees. In the course of their businesses,
the underwriters and their affiliates may actively trade our securities or loans for their own account or for the accounts of
customers, and, accordingly, the underwriters and their affiliates may at any time hold long or short positions in such securities
or loans.

In particular,
on July 6, 2017, we entered into an engagement agreement with Laidlaw. We agreed to pay Laidlaw a fee in the amount of 10% of
the gross proceeds of the private placement of our securities received from investors at the closing of such offering, which,
in the aggregate, amounted to $310,248, as well as a non-accountable expense reimbursement equal to 2% of the gross proceeds received
from investors at the closing of such offering, which, in the aggregate, amounted to $62,050. In addition, Laidlaw received seven
year warrants to purchase 215,747 shares of our common stock at an exercise price of $1.00 per share. Furthermore, Laidlaw
was paid an activation fee of $50,000 at the initial closing of the offering.

On February 14, 2019, we entered into
an underwriting agreement with Laidlaw pursuant to which we paid Laidlaw a fee in the amount of 7% of the gross proceeds of our
initial public offering, or $490,000. We also reimbursed Laidlaw for certain out-of-pocket expenses, including the fees and disbursements
of their counsel, up to an aggregate of $200,000. In addition, Laidlaw received five-year warrants to purchase 50,000 shares
of our common stock at an exercise price of $7.00 per share.

On August 16, 2019, we consummated a private
offering of units which each unit consisting of one share of our common stock and a warrant to purchase one-half share of our
common stock. In connection with the offering, we paid Laidlaw a fee of $294,454.40. In addition, Laidlaw received five-year warrants
to purchase 61,113 shares of our common stock at an exercise price of $5.00 per share.

Certain officers of the representative are founders and material
stakeholders of the Company. Specifically, on May 16, 2017, Matthew Eitner and James Ahern, the Chief Executive Officer and Head
of Capital Markets of the representative, respectively, each purchased 750,000 shares of Common Stock the Company for an aggregate
purchase price of $3,000. In addition, they each loaned the Company an aggregate of $102,000, which loans, together with a $48,000
original issue discount, have since been repaid. Furthermore, on October 25, 2017, Matthew Eitner purchased 15,000 shares of Series
A Preferred Stock and warrants to purchase up to 3,750 shares of common stock pursuant to a private placement of the Company’s
securities. As of March 20, 2020, (i) Matthew Eitner beneficially owns 781,270 shares of common stock and warrants to purchase
up to 3,750 shares of common stock and (ii) James Ahern owns 200,000 shares of common stock.

European Economic Area

In relation to each Member State of the
European Economic Area (each, a “Member State”), no shares have been offered or will be offered pursuant to the offering
to the public in that Member State prior to the publication of a prospectus in relation to the shares which has been approved
by the competent authority in that Member State or, where appropriate, approved in another Member State and notified to the competent
authority in that Member State, all in accordance with the Prospectus Regulation, except that offers of shares may be made to
the public in that Member State at any time under the following exemptions under the Prospectus Regulation:

(a) to any legal
entity which is a qualified investor as defined under the Prospectus Regulation;

(b) to fewer
than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining
the prior consent of the representative; ou

(c) in any other
circumstances falling within Article 1(4) of the Prospectus Regulation,

provided that no such offer
of Shares shall require us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement
a prospectus pursuant to Article 23 of the Prospectus Regulation and each person who initially acquires any shares or to whom
any offer is made will be deemed to have represented, acknowledged and agreed to and with each of the underwriters and the Company
that it is a “qualified investor” within the meaning of Article 2(e) of the Prospectus Regulation. In the case of
any shares being offered to a financial intermediary as that term is used in the Prospectus Regulation, each such financial intermediary
will be deemed to have represented, acknowledged and agreed that the shares acquired by it in the offer have not been acquired
on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances
which may give rise to an offer of any shares to the public than their offer or resale in a Member State to qualified investors
as so defined or in circumstances in which the prior consent of the Representative has been obtained to each such proposed offer
or resale.

For the purposes of this provision, the
expression an “offer to the public” in relation to shares in any Member State means the communication in any form
and by any means of sufficient information on the terms of the offer and any shares to be offered so as to enable an investor
to decide to purchase or subscribe for any shares, and the expression “Prospectus Regulation” means Regulation (EU)
2017/1129.

The above selling restriction is in addition
to any other selling restrictions set out below.

Notice to Prospective Investors in
the United Kingdom

In addition, in the United Kingdom, this
document is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons
who are “qualified investors” (as defined in the Prospectus Regulation) (i) who have professional experience in matters
relating to investments falling within Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the “Order”) and/or (ii) who are high net worth companies (or persons to whom it may otherwise be
lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant
persons”) or otherwise in circumstances which have not resulted and will not result in an offer to the public of the shares
in the United Kingdom within the meaning of the Financial Services and Markets Act 2000.

Any person in the United Kingdom that
is not a relevant person should not act or rely on the information included in this document or use it as basis for taking any
action. In the United Kingdom, any investment or investment activity that this document relates to may be made or taken exclusively
by relevant persons.

Notice to Prospective Investors in
Suisse

The shares may not be publicly offered
in Switzerland and will not be listed on the SIX Swiss Exchange (“SIX”) or on any other stock exchange or regulated
trading facility in Switzerland. This document does not constitute a prospectus within the meaning of, and has been prepared without
regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or
the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other
stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material
relating to the shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering
or marketing material relating to the offering, the Company, the shares have been or will be filed with or approved by any Swiss
regulatory authority. In particular, this document will not be filed with, and the offer of shares will not be supervised by,
the Swiss Financial Market Supervisory Authority FINMA (“FINMA”), and the offer of shares has not been and will not
be authorized under the Swiss Federal Act on Collective Investment Schemes (“CISA”). The investor protection afforded
to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of shares.

Notice to Prospective Investors in the
Dubai International Financial Centre

This document relates to an Exempt Offer
in accordance with the Markets Rules 2012 of the Dubai Financial Services Authority (“DFSA”). This document is intended
for distribution only to persons of a type specified in the Markets Rules 2012 of the DFSA. It must not be delivered to, or relied
on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers.
The DFSA has not approved this prospectus supplement nor taken steps to verify the information set forth herein and has no responsibility
for this document. The shares to which this document relates may be illiquid and/or subject to restrictions on their resale. Prospective
purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of
this document you should consult an authorized financial advisor.

In relation to its use in the DIFC, this
document is strictly private and confidential and is being distributed to a limited number of investors and must not be provided
to any person other than the original recipient, and may not be reproduced or used for any other purpose. The interests in the
shares may not be offered or sold directly or indirectly to the public in the DIFC.

Notice to Prospective Investors in
Australie

No placement document, prospectus, product
disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission (“ASIC”),
in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure
document under the Corporations Act 2001 (the “Corporations Act”), and does not purport to include the information
required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Any offer in Australia of the shares may
only be made to persons (the “Exempt Investors”) who are “sophisticated investors” (within the meaning
of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the
Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it
is lawful to offer the shares without disclosure to investors under Chapter 6D of the Corporations Act.

The shares applied for by Exempt Investors
in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering,
except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant
to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document
which complies with Chapter 6D of the Corporations Act. Any person acquiring shares must observe such Australian on-sale restrictions.

This prospectus contains general information
only and does not take account of the investment objectives, financial situation or particular needs of any particular person.
It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors
need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and,
if necessary, seek expert advice on those matters.

Notice to Prospective Investors in
Hong Kong

The shares have not been offered or sold
and will not be offered or sold in Hong Kong, by means of any document, other than (a) to “professional investors”
as defined in the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong (the “SFO”)) of Hong Kong and
any rules made thereunder; or (b) in other circumstances which do not result in the document being a “prospectus”
as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong (the “CO”)
or which do not constitute an offer to the public within the meaning of the CO. No advertisement, invitation or document relating
to the shares has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether
in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of
Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares which are or
are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in
the SFO and any rules made thereunder.

Notice to Prospective Investors in
Canada

This prospectus constitutes an “exempt
offering document” as defined in and for the purposes of applicable Canadian securities laws. No prospectus has been filed
with any securities commission or similar regulatory authority in Canada in connection with the offer and sale of the shares.
No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon this prospectus or on
the merits of the shares and any representation to the contrary is an offence.

Canadian investors are advised that
this prospectus has been prepared in reliance on section 3A.3 of National Instrument 33-105 Underwriting Conflicts (“NI
33-105”). Pursuant to section 3A.3 of NI 33-105, this prospectus is exempt from the requirement that the Company and the
underwriters provide Canadian investors with certain conflicts of interest disclosure pertaining to “connected issuer”
and/or “related issuer” relationships that may exist between the Company and the underwriters as would otherwise be
required pursuant to subsection 2.1(1) of NI 33-105.

Resale Restrictions

The offer and sale of the shares in Canada
is being made on a private placement basis only and is exempt from the requirement that the Company prepares and files a prospectus
under applicable Canadian securities laws. Any resale of shares acquired by a Canadian investor in this offering must be made
in accordance with applicable Canadian securities laws, which may vary depending on the relevant jurisdiction, and which may require
resales to be made in accordance with Canadian prospectus requirements, pursuant to a statutory exemption from the prospectus
requirements, in a transaction exempt from the prospectus requirements or otherwise under a discretionary exemption from the prospectus
requirements granted by the applicable local Canadian securities regulatory authority. These resale restrictions may under certain
circumstances apply to resales of the shares outside of Canada.

Representations
of Purchasers

Each Canadian investor who purchases the
shares will be deemed to have represented to the Company, the underwriters and to each dealer from whom a purchase confirmation
is received, as applicable, that the investor is (i) purchasing as principal, or is deemed to be purchasing as principal
in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (ii) an
“accredited investor” as such term is defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions ou,
in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario); and (iii) is a “permitted
client” as such term is defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions
and Ongoing Registrant Obligations
.

Taxation and Eligibility
for Investment

Any discussion of taxation and related
matters contained in this prospectus does not purport to be a comprehensive description of all of the tax considerations that
may be relevant to a Canadian investor when deciding to purchase the shares and, in particular, does not address any Canadian
tax considerations. No representation or warranty is hereby made as to the tax consequences to a resident, or deemed resident,
of Canada of an investment in the shares or with respect to the eligibility of the shares for investment by such investor under
relevant Canadian federal and provincial legislation and regulations.

Rights of Action
for Damages or Rescission

Securities legislation in certain of the
Canadian jurisdictions provides certain purchasers of securities pursuant to an offering memorandum (such as this prospectus),
including where the distribution involves an “eligible foreign security” as such term is defined in Ontario Securities
Commission Rule 45-501 Ontario Prospectus and Registration Exemptions and in Multilateral
Instrument 45-107 Listing Representation and Statutory Rights of Action Disclosure Exemptions, as applicable,
with a remedy for damages or rescission, or both, in addition to any other rights they may have at law, where the offering memorandum,
or other offering document that constitutes an offering memorandum, and any amendment thereto, contains a “misrepresentation”
as defined under applicable Canadian securities laws. These remedies, or notice with respect to these remedies, must be exercised
or delivered, as the case may be, by the purchaser within the time limits prescribed under, and are subject to limitations and
defences under, applicable Canadian securities legislation. In addition, these remedies are in addition to and without derogation
from any other right or remedy available at law to the investor.

Language of Documents

Upon receipt of this document, each Canadian
investor hereby confirms that it has expressly requested that all documents evidencing or relating in any way to the sale of the
securities described herein (including for greater certainty any purchase confirmation or any notice) be drawn up in the English
language only. Par la réception de ce document, chaque investisseur canadien confirme par les présentes
qu’il a expressément exigé que tous les documents faisant foi ou se rapportant de quelque manière que
ce soit à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude,
toute confirmation d’achat ou tout avis) soient rédigés en anglais seulement.

LEGAL MATTERS

The validity of the shares of our common
stock offered hereby will be passed upon for us by Sheppard, Mullin, Richter & Hampton LLP, New York, New York. Lowenstein
Sandler LLP, New York, New York, is acting as counsel for the underwriters in connection with the shares of common stock offered
hereby.

EXPERTS

Our consolidated balance sheets as of
December 31, 2019 and 2018, and the related consolidated statements of operations, changes in stockholders’ equity and cash
flows for the years ended December 31, 2019 and 2018, incorporated by reference in this prospectus have been audited by WithumSmith+Brown,
PC, independent registered public accounting firm, as set forth in their report thereon incorporated by reference herein,
and are included in reliance on such report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN
FIND MORE INFORMATION

We have filed with the SEC a registration
statement on Form S-3 under the Securities Act, of which this prospectus supplement forms a part. The rules and regulations
of the SEC allow us to omit from this prospectus supplement and the accompanying prospectus certain information included in the
registration statement. For further information about us and the securities we are offering under this prospectus supplement,
you should refer to the registration statement and the exhibits and schedules filed with the registration statement. With respect
to the statements contained in this prospectus supplement and the accompanying prospectus regarding the contents of any agreement
or any other document, in each instance, the statement is qualified in all respects by the complete text of the agreement or document,
a copy of which has been filed as an exhibit to the registration statement.

We file reports, proxy statements and
other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other
information regarding issuers that file electronically with the SEC. The address of the SEC’s website is www.sec.gov.

We make available free of charge on or
through our website at www.hoththerapeutics.com, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports
on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon
as reasonably practicable after we electronically file such material with or otherwise furnish it to the SEC. The information
on, or accessible through, our website is not part of, and is not incorporated into, this prospectus supplement or the accompanying
prospectus and should not be considered part of this prospectus supplement or the accompanying prospectus.

INCORPORATION
OF DOCUMENTS BY REFERENCE

The SEC allows us to
incorporate by reference into this prospectus supplement much of the information we file with the SEC, which means that we can
disclose important information to you by referring you to those publicly available documents. The information that we incorporate
by reference is considered to be part of this prospectus supplement and the accompanying prospectus. Because we are incorporating
by reference future filings with the SEC, this prospectus supplement and the accompanying prospectus are continually updated and
those future filings may modify or supersede some of the information included or incorporated in this prospectus supplement and
the accompanying prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to determine
if any of the statements in this prospectus supplement or the accompanying prospectus or in any document previously incorporated
by reference have been modified or superseded. This prospectus supplement and the accompanying prospectus incorporate by reference
the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act (in each case, other than those documents or the portions of those documents not deemed to be filed) until the offering of
the securities under the registration statement is terminated or completed:

The Company’s Annual Report on Forme
    10-K
as of and for the year ended December 31, 2019, filed with the SEC on March 2, 2020;

The Company’s
                                    Current Reports on Form 8-K (other than Current Reports furnished under Item 2.02 or
                                    Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items)
                                    filed with the SEC on March 23, 2020 and March 25, 2020; et

The description of the Company’s common stock contained
    in the registration statement on Forme
    8-A
filed with the SEC on February 6, 2019, including any amendment or report filed for the purpose of updating
    that description.

You may request, and we will provide you
with, a copy of these filings, at no cost, by calling us at (646) 756-2997 or by writing to us at the following address:

Hoth Therapeutics, Inc.

1 Rockefeller Plaza, Suite 1039

New York, New York 10020

Attn.: Secretary

Hoth
Therapeutics, Inc.

Commun
Stock
Preferred Stock
Debt Securities
Warrants
Rights
Unités

nous
may offer and sell, from time to time in one or more offerings, any combination of common stock, preferred stock, debt securities,
warrants to purchase common stock, preferred stock or debt securities, or any combination of the foregoing, either individually
or as units comprised of one or more of the other securities, having an aggregate initial offering price not exceeding $25,000,000.

Cette
prospectus provides a general description of the securities we may offer. Each time we sell a particular class or series of securities,
we will provide specific terms of the securities offered in a supplement to this prospectus. The prospectus supplement and any
related free writing prospectus may also add, update or change information contained in this prospectus. We may also authorize
one or more free writing prospectuses to be provided to you in connection with these offerings. You should read carefully this
prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as any documents incorporated
by reference herein or therein before you invest in any of our securities.

le
specific terms of any securities to be offered, and the specific manner in which they may be offered, will be described in one
or more supplements to this prospectus. This prospectus may not be used to consummate sales of any of these securities unless
it is accompanied by a prospectus supplement. Before investing, you should carefully read this prospectus and any related prospectus
supplément.

Notre
common stock is presently listed on The Nasdaq Capital Market under the symbol “HOTH.” On March 3, 2020, the last
reported sale price of our common stock was $4.10 per share. The applicable prospectus supplement will contain information, where
applicable, as to any other listing on The Nasdaq Capital Market or any securities market or other exchange of the securities,
if any, covered by the prospectus supplement. Prospective purchasers of our securities are urged to obtain current information
as to the market prices of our securities, where applicable.

Celles-ci
securities may be sold directly by us, through dealers or agents designated from time to time, to or through underwriters, dealers,
or through a combination of these methods on a continuous or delayed basis. See “Plan of Distribution” in this prospectus.
We may also describe the plan of distribution for any particular offering of our securities in a prospectus supplement. If any
agents, underwriters or dealers are involved in the sale of any securities in respect of which this prospectus is being delivered,
we will disclose their names and the nature of our arrangements with them in a prospectus supplement. The price to the public
of such securities and the net proceeds we expect to receive from any such sale will also be included in a prospectus supplement.

Investing
in our securities involves various risks. See “Risk Factors” contained herein for more information on these risks. Additionnel
risks will be described in the related prospectus supplements under the heading “Risk Factors.” You should review that
section of the related prospectus supplements for a discussion of matters that investors in our securities should consider.

Ni
the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities,
or passed upon the adequacy or accuracy of this prospectus or any accompanying prospectus supplement. Any representation to the
contrary is a criminal offense.

le
date of this prospectus is March 11, 2020.

TABLE
OF CONTENTS

ABOUT
THIS PROSPECTUS

Cette
prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or SEC, using a
“shelf” registration process. Under this shelf registration statement, we may sell from time to time in one or more
offerings of common stock and preferred stock, various series of debt securities and/or warrants to purchase any of such securities,
either individually or as units comprised of a combination of one or more of the other securities in one or more offerings up
to a total dollar amount of $25,000,000. This prospectus provides you with a general description of the securities we may offer.
Each time we sell any type or series of securities under this prospectus, we will provide a prospectus supplement that will contain
more specific information about the terms of that offering.

Cette
prospectus does not contain all of the information included in the registration statement. For a more complete understanding of
the offering of the securities, you should refer to the registration statement, including its exhibits. We may add, update or
change in a prospectus supplement or free writing prospectus any of the information contained in this prospectus or in the documents
we have incorporated by reference into this prospectus. We may also authorize one or more free writing prospectuses to be provided
to you that may contain material information relating to these offerings. This prospectus, together with the applicable prospectus
supplement, any related free writing prospectus and the documents incorporated by reference into this prospectus and the applicable
prospectus supplement, will include all material information relating to the applicable offering. You should carefully read both
this prospectus and the applicable prospectus supplement and any related free writing prospectus, together with the additional
information described under “Where You Can Find More Information,” before buying any of the securities being offered.

nous
have not authorized any dealer, agent or other person to give any information or to make any representation other than those contained
or incorporated by reference in this prospectus, any accompanying prospectus supplement or any related free writing prospectus
that we may authorize to be provided to you. You must not rely upon any information or representation not contained or incorporated
by reference in this prospectus or an accompanying prospectus supplement, or any related free writing prospectus that we may authorize
to be provided to you. This prospectus, the accompanying prospectus supplement and any related free writing prospectus, if any,
do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities
to which they relate, nor do this prospectus, the accompanying prospectus supplement or any related free writing prospectus, if
any, constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it
is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in this
prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate on any date subsequent to
the date set forth on the front of the document or that any information we have incorporated by reference is correct on any date
subsequent to the date of the document incorporated by reference (as our business, financial condition, results of operations
and prospects may have changed since that date), even though this prospectus, any applicable prospectus supplement or any related
free writing prospectus is delivered or securities are sold on a later date.

nous
further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any
document that is incorporated by reference in this prospectus were made solely for the benefit of the parties to such agreement,
including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to
be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as
of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing
the current state of our affairs.

Cette
prospectus may not be used to consummate sales of our securities, unless it is accompanied by a prospectus supplement. To the
extent there are inconsistencies between any prospectus supplement, this prospectus and any documents incorporated by reference,
the document with the most recent date will control.

Comme
permitted by the rules and regulations of the SEC, the registration statement, of which this prospectus forms a part, includes
additional information not contained in this prospectus. You may read the registration statement and the other reports we file
with the SEC at the SEC’s web site or at the SEC’s offices described below under the heading “Where You Can Find Additional
Information.”

Entreprise
References

Dans
this prospectus “the Company,” “we,” “us,” and “our” refer to Hoth Therapeutics, Inc.,
a Nevada corporation, unless the context otherwise requires.

SOMMAIRE

Aperçu

nous
are a clinical-stage biopharmaceutical company incorporated in May 2017 focused on developing new generation therapies for dermatological
disorders. We believe that our pipeline has the potential to improve the quality of life for patients suffering from indications
including atopic dermatitis (also known as eczema), chronic wounds, psoriasis, asthma and acne.

Notre
primary asset is a sublicense agreement with Chelexa Biosciences, Inc. (“Chelexa”) pursuant to which Chelexa has granted
us an exclusive sublicense to use its BioLexa Platform (as defined herein), a proprietary, patented, drug compound platform developed
at the University of Cincinnati. The license enables us to develop the platform for any indications in humans. Our initial focus
will be on the treatment of eczema through the application of a topical cream. Although our initial focus will be on the treatment
of eczema, we intend to develop a second topical cream which, upon application, is intended to reduce post-procedure infections,
accelerate healing and improve clinical outcomes for patients undergoing aesthetic dermatology procedures. The BioLexa Platform
combines a U.S. Food and Drug Administration (“FDA”) approved zinc chelator with one or more approved antibiotics
in a topical dosage form to address unchecked eczema flare-ups by preventing the formation of infectious biofilms and the resulting
clogging of sweat ducts which trigger symptoms. To our knowledge, it is the first product candidate intended to prevent the symptom
triggering flare-ups rather than simply treating symptoms when they occur.

Sur
May 26, 2017, we entered into a sublicense agreement with Chelexa, as amended on August 22, 2018 and August 29, 2018, pursuant
to which Chelexa has granted us an exclusive sublicense to make, use, have made, import, offer for sale, and sell products based
upon or involving the use of (i) topical compositions comprising a zinc chelator and gentamicin and (ii) zinc chelators to inhibit
biofilm formation (the “BioLexa Platform” or “BioLexa”), which rights were originally granted to Chelexa
pursuant to an exclusive license agreement with the University of Cincinnati. In addition, Chelexa granted us the right to
issue exclusive and nonexclusive sublicenses (with the right to further sublicense to third parties) to make, use, have made,
import, offer for sale, and sell products based upon the BioLexa Platform.

nous
intend to initially use the BioLexa Platform to develop two different topical cream products: (i) a product to treat eczema and
(ii) a product that reduces post-procedure infections, accelerates healing and improves clinical outcomes for patients undergoing
aesthetic dermatology procedures. Our initial focus will be on eczema. Eczema is a disease that results in inflammation of the
skin and is characterized by rash, red skin, and itchiness. Eczema is also referred to as atopic dermatitis (“AD”).
According to the National Eczema Association, eczema affects approximately 32 million Americans and, at $300 per annum per patient,
represents an approximate $9.5 billion market in the U.S. alone.

BioLexa’s
formulation is a new topical dosage form “repurposing” the antibiotic, enabling it to be developed for use in patients
following a special regulatory pathway codified in Section 505(b)(2) of the FDA rules. Section 505(b)(2) of the Federal Food,
Drug and Cosmetic Act was enacted to enable sponsors to seek New Drug Application (“NDA”) approval for novel repurposed
drugs without the need for such sponsors to undertake time consuming and expensive pre-clinical safety studies and Phase 1 safety
studies. Proceeding under this regulatory pathway, we will be able to rely upon all of the publicly available safety and
toxicology data with respect to gentamicin and zinc chelator in our FDA submissions. We will be required to conduct a Phase
2 study to show the safety of the combination in humans and after such Phase 2 study will be required to proceed to Phase 3 pivotal
clinical trials. We believe that this path will dramatically reduce the required clinical development effort, costs and risks
as compared to what would be required of us if we were required to conduct pre-clinical safety, toxicology and animal studies
together with Phase 1 human safety trials required for new chemical entities which are not eligible to be reviewed pursuant to
the Section 505(b)(2) regulatory pathway. We estimate that by using the Section 505(b)(2) regulatory pathway, that the clinical
development process may be five to six years shorter than is required for a new chemical entity, and the FDA approval process
may be six to nine months shorter than the typical eighteen month period, which we believe may result in lower development costs
and shorter development time. As of the date hereof, we have not submitted an NDA to the FDA. In September 2018, we attended the
first of a planned series of meetings with the FDA to review the requirements for submission and activation of an investigational
new drug application (“IND”) with respect to the BioLexa Platform for use in eczema. In preparation for such pre-IND
meeting, we prepared and presented to the FDA our proposed Phase 2 clinical trial plan for the treatment of eczema in patients
over the age of one year old. As part of our pre-IND meeting, the FDA provided us with general guidance with respect to specific
animal studies, dosing schedules and suggested human safety studies before we commence clinical trials in pediatric or adult patients.
We are currently investigating multiple potential venues for conducting such trial both in and outside of the U.S. We have engaged
Camargo Pharmaceutical Services, LLC (“Camargo”) to assist us with the FDA process required for Section 505(b)(2)
applications and with the evaluation of potential clinical trial venues for the proof of concept study should we determine to
undertake such study. Specifically, Camargo has provided and will continue to provide advice and guidance relative to the IND
preparation phase for the BioLexa Platform. Camargo will assist us with the refinement of our non-clinical, clinical, clinical
pharmacology and biopharmaceutics strategy incorporating the preliminary feedback we received from the FDA during our pre-IND
meeting.

nous
intend to conduct our first Phase 1 study in healthy adults with an immediate transition to a randomized, vehicle controlled Phase
1b trial in adolescent eczema patients comparing BioLexa to the base vehicle. This Phase 1b trial is intended to examine both
safety and efficacy. We will assess the formulation of Ca-DTPA and Gentamicin 0.1% in our proprietary topical lotion delivered
by a metered pump system. We will also assess the ability of BioLexa to clear harmful staph aureus bacterial from the skin of
atopic dermatitis patients.

Suivant
our Phase 1b trial, we intend to conduct up to two Phase 2 trials in atopic dermatitis patients comparing BioLexa to the base
vehicle. Subject numbers and allocation will be informed by the results of the Phase 1b trial. We expect the clinical program
to be completed, subject to receipt of funding by us, by the end of 2020 or early 2021 with an NDA submission targeted for mid
to late 2021. There is currently no active IND for our product candidate in the United States.

Dans
addition, we conducted an initial pilot study on the efficacy of BioLexa to accelerate diabetic wound healing and intend to conduct
additional studies with respect to the regenerative effects of the BioLexa Platform in the context of chronic diabetic ulcers,
with and without substantial bacterial burden.

nous
believe that the key elements for our market success with respect to BioLexa include:

le
    proprietary formulation of two FDA-approved drugs to treat bacterial proliferation reduces development time and costs by giving
    us the ability to rely on safety and efficacy data from the two approved drugs;
notre
    proprietary formulation is not a topical corticosteroid, and may not be subject to the same FDA black box warning issues as
    most commonly prescribed treatments currently in use; et
une
    recent peer-reviewed publication titled “Staphylococcal Bacteria May Cause Eczema, Study Reveals”, published
    by Dr. Herbert B. Allen, highlights that staph-induced biofilms are the root cause of flare-ups in eczema. Our BioLexa
    product candidate has been demonstrated to prevent the formation of these biofilms with the promise of delaying or completely
    arresting flare-ups, rather than merely treating symptoms of a flare-up already underway.

Dans
addition to our sublicense agreement with Chelexa, we entered into the following agreements:

an
                                         exclusive license agreement with the University of Cincinnati for a patented, novel genetic
                                         marker for food allergies. The genetic marker licensed by us from the University of Cincinnati
                                         may be used to (i) identify at risk infants in predicting food allergies, including peanut
                                         and milk allergies, (ii) identify a person’s predisposition to an allergic reaction,
                                         thereby avoiding such reaction and (iii) determine an individual’s propensity to
                                         develop AD, such as eczema. We intend to utilize the genetic marker for purposes of determining
                                         an individual’s propensity to develop eczema as well as to identify and treat allergies
                                         in at-risk infants.

an
                                         exclusive sublicense agreement (the “Sublicense Agreement”) with Zylö
                                         Therapeutics, Inc. (“Zylö”) pursuant to which Zylö granted us an
                                         exclusive sublicense to the Licensed Patent Rights (as defined in the Sublicense Agreement)
                                         and the Licensed Technology (as defined in the Sublicense Agreement) to, among other
                                         things, develop, make and sell the Licensed Products (as defined in the Sublicense Agreement)
                                         and to practice the Licensed Technology in the United States and Canada for any and all
                                         therapeutic uses related to lupus in human beings, subject to the Field Expansion Rights
                                         (as defined in the Sublicense Agreement).

une
                                         license agreement with North Carolina State University (“NCSU”) pursuant
                                         to which NCSU granted us an exclusive license to, among other things, develop, make,
                                         use, offer and sell certain licensed products throughout the world with respect to NCSU’s
                                         exon skipping approach for treating allergic diseases.

une
                                         patent license agreement with George Washington University (“GWU”) pursuant
                                         to which GWU granted us a license to certain patent rights to, among other things, make,
                                         use, offer and sell certain licensed products throughout the world with respect to aprepitant
                                         as used in treating side effects from drugs used for the treatment of cancer.

Produit
Pipeline

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following table summarizes the BioLexa expected product development pipeline.

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Securities We May Offer

nous
may offer shares of our common stock and preferred stock, various series of debt securities and warrants or rights to purchase
any of such securities, either individually or in units, from time to time under this prospectus, together with any applicable
prospectus supplement and related free writing prospectus, at prices and on terms to be determined by market conditions at the
time of offering. If we issue any debt securities at a discount from their original stated principal amount, then, for purposes
of calculating the total dollar amount of all securities issued under this prospectus, we will treat the initial offering price
of the debt securities as the total original principal amount of the debt securities. Each time we offer securities under this
prospectus, we will provide offerees with a prospectus supplement that will describe the specific amounts, prices and other important
terms of the securities being offered, including, to the extent applicable:

designation
                                         or classification;

aggregate
                                         principal amount or aggregate offering price;

maturity,
                                         if applicable;

original
                                         issue discount, if any;

rates
                                         and times of payment of interest or dividends, if any;

redemption,
                                         conversion, exchange or sinking fund terms, if any;

conversion
                                         or exchange prices or rates, if any, and, if applicable, any provisions for changes to
                                         or adjustments in the conversion or exchange prices or rates and in the securities or
                                         other property receivable upon conversion or exchange;

restrictive
                                         covenants, if any;

voting
                                         or other rights, if any; et

important
                                         United States federal income tax considerations.

UNE
prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update,
or change information contained in this prospectus or in documents we have incorporated by reference. However, no prospectus supplement
or free writing prospectus will offer a security that is not registered and described in this prospectus at the time of the effectiveness
of the registration statement of which this prospectus is a part.

nous
may sell the securities to or through underwriters, dealers or agents or directly to purchasers. We, as well as any agents acting
on our behalf, reserve the sole right to accept and to reject in whole or in part any proposed purchase of securities. Each prospectus
supplement will set forth the names of any underwriters, dealers or agents involved in the sale of securities described in that
prospectus supplement and any applicable fee, commission or discount arrangements with them, details regarding any over-allotment
option granted to them, and net proceeds to us. The following is a summary of the securities we may offer with this prospectus.

Commun
Stock

We currently
have authorized 75,000,000 shares of common stock, par value $0.0001 per share. As of February 28, 2020, 10,118,732 shares of
common stock were issued and outstanding. We may offer shares of our common stock either alone or underlying other registered
securities convertible into or exercisable for our common stock. Holders of our common stock are entitled to such dividends as
our board of directors (the “Board of Directors” or “Board”) may declare from time to time out of legally
available funds, subject to the preferential rights of the holders of any shares of our preferred stock that are outstanding or
that we may issue in the future. Currently, we do not pay any dividends on our common stock. Each holder of our common stock is
entitled to one vote per share. In this prospectus, we provide a general description of, among other things, the rights and restrictions
that apply to holders of our common stock.

Préféré
Stock

We currently
have authorized 10,000,000 shares of preferred stock, par value $0.0001. As of February 28, 2020, 5,000,000 shares of our preferred
stock have been designated as Series A Preferred Stock of which 3,102,480 shares of Series A Preferred Stock which were previously
issued were converted into common stock at the time of our initial public offering (“IPO”) and 1,897,520 shares of
Series A Preferred Stock remain authorized; however, there are currently no shares of preferred stock outstanding. Any authorized
and undesignated shares of preferred stock may be issued from time to time in one or more additional series pursuant to a resolution
or resolutions providing for such issue duly adopted by our Board of Directors (authority to do so being hereby expressly vested
in the Board of Directors). The Board of Directors is further authorized, subject to limitations prescribed by law, to fix by
resolution or resolutions the designations, powers, preferences and rights, and the qualifications, limitations or restrictions
thereof, of any wholly unissued series of preferred stock, including, without limitation, authority to fix by resolution or resolutions
the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions),
redemption price or prices, and liquidation preferences of any such series, and the number of shares constituting any such series
and the designation thereof, or any of the foregoing.

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rights, preferences, privileges, and restrictions granted to or imposed upon any series of preferred stock that we offer and sell
under this prospectus and applicable prospectus supplements will be set forth in a certificate of designation relating to the
séries. We will incorporate by reference into the registration statement of which this prospectus is a part the form of any certificate
of designation that describes the terms of the series of preferred stock we are offering before the issuance of shares of that
series of preferred stock. You should read any prospectus supplement and any free writing prospectus that we may authorize to
be provided to you related to the series of preferred stock being offered, as well as the complete certificate of designation
that contains the terms of the applicable series of preferred stock.

Debt
Titres

nous
may offer general debt obligations, which may be secured or unsecured, senior or subordinated, and convertible into shares of
our common stock. In this prospectus, we refer to the senior debt securities and the subordinated debt securities together as
the “debt securities.” We may issue debt securities under a note purchase agreement or under an indenture to be entered
between us and a trustee and forms of the senior and subordinated indentures are included as an exhibit to the registration statement
of which this prospectus is a part. The indentures do not limit the amount of securities that may be issued under it and provides
that debt securities may be issued in one or more series. The senior debt securities will have the same rank as all of our other
indebtedness that is not subordinated. The subordinated debt securities will be subordinated to our senior debt on terms set forth
in the applicable prospectus supplement. In addition, the subordinated debt securities will be effectively subordinated to creditors
and preferred stockholders of our subsidiaries. Our Board of Directors will determine the terms of each series of debt securities
being offered. This prospectus contains only general terms and provisions of the debt securities. The applicable prospectus supplement
will describe the particular terms of the debt securities offered thereby. You should read any prospectus supplement and any free
writing prospectus that we may authorize to be provided to you related to the series of debt securities being offered, as well
as the complete note agreements and/or indentures that contain the terms of the debt securities. Forms of indentures have been
filed as exhibits to the registration statement of which this prospectus is a part, and supplemental indentures and forms of debt
securities containing the terms of debt securities being offered will be incorporated by reference into the registration statement
of which this prospectus is a part from reports we file with the SEC.

Warrants

nous
may offer warrants for the purchase of shares of our common stock or preferred stock or of debt securities. We may issue the warrants
by themselves or together with common stock, preferred stock or debt securities, and the warrants may be attached to or separate
from any offered securities. Any warrants issued under this prospectus may be evidenced by warrant certificates. Warrants may
be issued under a separate warrant agreement to be entered into between us and the investors or a warrant agent. Our Board of
Directors will determine the terms of the warrants. This prospectus contains only general terms and provisions of the warrants.
The applicable prospectus supplement will describe the particular terms of the warrants being offered thereby. You should read
any prospectus supplement and any free writing prospectus that we may authorize to be provided to you related to the series of
warrants being offered, as well as the complete warrant agreements that contain the terms of the warrants. Specific warrant agreements
will contain additional important terms and provisions and will be incorporated by reference into the registration statement of
which this prospectus is a part from reports we file with the SEC.

Rights

nous
may issue rights to our stockholders to purchase shares of our common stock, preferred stock or the other securities described
in this prospectus. We may offer rights separately or together with one or more additional rights, debt securities, preferred
stock, common stock or warrants, or any combination of those securities in the form of units, as described in the applicable prospectus
supplément. Each series of rights will be issued under a separate rights agreement to be entered into between us and a bank or
trust company, as rights agent. The rights agent will act solely as our agent in connection with the certificates relating to
the rights of the series of certificates and will not assume any obligation or relationship of agency or trust for or with any
holders of rights certificates or beneficial owners of rights. The following description sets forth certain general terms and
provisions of the rights to which any prospectus supplement may relate. The particular terms of the rights to which any prospectus
supplement may relate and the extent, if any, to which the general provisions may apply to the rights so offered will be described
in the applicable prospectus supplement. To the extent that any particular terms of the rights, rights agreement or rights certificates
described in a prospectus supplement differ from any of the terms described below, then the terms described below will be deemed
to have been superseded by that prospectus supplement. Specific rights agreements will contain additional important terms and
provisions and will be incorporated by reference into the registration statement of which this prospectus is a part from reports
we file with the SEC.

Unités

nous
may offer units consisting of our common stock or preferred stock, debt securities and/or warrants to purchase any of these securities
in one or more series. We may evidence each series of units by unit certificates that we will issue under a separate agreement.
We may enter into unit agreements with a unit agent. Each unit agent will be a bank or trust company that we select. We will indicate
the name and address of the unit agent in the applicable prospectus supplement relating to a particular series of units. Cette
prospectus contains only a summary of certain general features of the units. The applicable prospectus supplement will describe
the particular features of the units being offered thereby. You should read any prospectus supplement and any free writing prospectus
that we may authorize to be provided to you related to the series of units being offered, as well as the complete unit agreements
that contain the terms of the units. Specific unit agreements will contain additional important terms and provisions and will
be incorporated by reference into the registration statement of which this prospectus is a part from reports we file with the
SEC.

Entreprise
Information

nous
were incorporated as a Nevada corporation on May 16, 2017. Our principal executive offices are located at 1 Rockefeller Plaza,
Suite 1039, New York, New York 10020 and our telephone number is (646) 756-2997. Our website address is www.hoththerapeutics.com.
The information contained on, or that can be accessed through, our website is not a part of this registration statement or the
accompanying prospectus.

RISK
FACTORS

Un
investment in our securities involves a high degree of risk. This prospectus contains, and the prospectus supplement applicable
to each offering of our securities will contain, a discussion of the risks applicable to an investment in our securities. Prior
to making a decision about investing in our securities, you should carefully consider the specific factors discussed under the
heading “Risk Factors” in this prospectus and the applicable prospectus supplement, together with all of the other
information contained or incorporated by reference in the prospectus supplement or appearing or incorporated by reference in this
prospectus. You should also consider the risks, uncertainties and assumptions discussed under Item 1A, “Risk Factors,”
in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on March 2,
2020, and any updates described in our Quarterly Reports on Form 10-Q, all of which are incorporated herein by reference,
and may be amended, supplemented or superseded from time to time by other reports we file with the SEC in the future and any prospectus
supplement related to a particular offering. The risks and uncertainties we have described are not the only ones we face. Additionnel
risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations. The occurrence
of any of these known or unknown risks might cause you to lose all or part of your investment in the offered securities.

FORWARD-LOOKING
STATEMENTS

Cette
prospectus and any accompanying prospectus supplement, including the documents that we incorporate by reference, contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and
Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Any statements in this prospectus
and any accompanying prospectus supplement about our expectations, beliefs, plans, objectives, assumptions or future events or
performance are not historical facts and are forward-looking statements. These statements are often, but not always, made through
the use of words or phrases such as “believe,” “will,” “expect,” “anticipate,” “estimate,”
“intend,” “plan,” and “would.” For example, statements concerning financial condition, possible
or assumed future results of operations, growth opportunities, industry ranking, plans and objectives of management, markets for
our common stock and future management and organizational structure are all forward-looking statements. Forward-looking statements
are not guarantees of performance. They involve known and unknown risks, uncertainties and assumptions that may cause actual results,
levels of activity, performance or achievements to differ materially from any results, levels of activity, performance or achievements
expressed or implied by any forward-looking statement.

Tout
forward-looking statements are qualified in their entirety by reference to the risk factors discussed throughout this prospectus
and any accompanying prospectus supplement. Some of the risks, uncertainties and assumptions that could cause actual results to
differ materially from estimates or projections contained in the forward-looking statements include, but are not limited to:

notre
                                         business strategies;

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                                         timing of regulatory submissions;

notre
                                         ability to obtain and maintain regulatory approval of our existing product candidates
                                         and any other product candidates we may develop, and the labeling under any approval
                                         we may obtain;

risks
                                         relating to the timing and costs of clinical trials, the timing and costs of other expenses;

risks
                                         related to market acceptance of products;

intellectual
                                         property risks;

risks
                                         associated with our reliance on third party organizations;

notre
                                         competitive position;

notre
                                         industry environment;

notre
                                         anticipated financial and operating results, including anticipated sources of revenues;

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, intensions, plans and expectations, including the introduction of
                                         new products and markets; et

notre
                                         cash needs and financing plans.

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foregoing list sets forth some, but not all, of the factors that could affect our ability to achieve results described in any
forward-looking statements. You should read this prospectus and any accompanying prospectus supplement and the documents that
we reference herein and therein and have filed as exhibits to the registration statement, of which this prospectus is part, completely
and with the understanding that our actual future results may be materially different from what we expect. You should assume that
the information appearing in this prospectus and any accompanying prospectus supplement is accurate as of the date on the front
cover of this prospectus or such prospectus supplement only. Because the risk factors referred to on page 6 of this
prospectus and incorporated herein by reference, could cause actual results or outcomes to differ materially from those expressed
in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statements.
Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update
any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the
occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict which factors
will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination
of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all
of the information presented in this prospectus and any accompanying prospectus supplement, and particularly our forward-looking
statements, by these cautionary statements.

USE
OF PROCEEDS

Sauf
as described in any prospectus supplement and any free writing prospectus in connection with a specific offering, we currently
intend to use the net proceeds from the sale of the securities offered under this prospectus for general corporate purposes, including
the development and commercialization of our products, research and development, general and administrative expenses, license
or technology acquisitions, and working capital and capital expenditures. We may also use the net proceeds to invest in or acquire
complementary businesses, products, or technologies, although we have no current commitments or agreements with respect to any
such investments or acquisitions as of the date of this prospectus. We have not determined the amount of net proceeds to be used
specifically for the foregoing purposes. As a result, our management will have broad discretion in the allocation of the net proceeds
and investors will be relying on the judgment of our management regarding the application of the proceeds of any sale of the securities.
Pending use of the net proceeds, we intend to invest the proceeds in short-term, investment-grade, interest-bearing instruments.

Each
time we offer securities under this prospectus, we will describe the intended use of the net proceeds from that offering in the
applicable prospectus supplement. The actual amount of net proceeds we spend on a particular use will depend on many factors,
including, our future capital expenditures, the amount of cash required by our operations, and our future revenue growth, if any.
Therefore, we will retain broad discretion in the use of the net proceeds.

LA DESCRIPTION
OF CAPITAL STOCK

Général

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following description of our capital stock, together with any additional information we include in any applicable prospectus supplement
or any related free writing prospectus, summarizes the material terms and provisions of our common stock and the preferred stock
that we may offer under this prospectus. While the terms we have summarized below will apply generally to any future common stock
or preferred stock that we may offer, we will describe the particular terms of any class or series of these securities in more
detail in the applicable prospectus supplement. For the complete terms of our common stock and preferred stock, please refer to
our Articles of Incorporation, as amended (the “Articles of Incorporation”) and our amended and restated bylaws (the
“Bylaws”) that are incorporated by reference into the registration statement of which this prospectus is a part or may
be incorporated by reference in this prospectus or any applicable prospectus supplement. The terms of these securities may also
be affected by the Nevada Revised Statutes. The summary below and that contained in any applicable prospectus supplement or any
related free writing prospectus are qualified in their entirety by reference to our Articles of Incorporation and our Bylaws.

As of the date
of this prospectus, our authorized capital stock consisted of 75,000,000 shares of common stock, $0.0001 par value per share,
and 10,000,000 shares of preferred stock, $0.0001 par value per share, of which 5,000,000 shares of our preferred stock have been
designated as Series A Preferred Stock of which 3,102,480 shares of Series A Preferred Stock which were previously issued were
converted into common stock at the time of our initial public offering and 1,897,520 shares of Series A Preferred Stock remain
authorized.  Our Board may establish the rights and preferences of the preferred stock from time to time. As of February
28, 2020, there were 10,118,732 shares of our common stock issued and outstanding and no shares of preferred stock issued and
outstanding.

Commun
Stock

Each
share of our common stock entitles the holder to receive notice of and to attend all meetings of our stockholders with the entitlement
to one vote. Holders of common stock are entitled, subject to the rights, privileges, restrictions and conditions attaching to
any other class of shares ranking in priority to the common stock, to receive any dividend declared by the board of directors.
If the Company is voluntarily or involuntarily liquidated, dissolved or wound-up, the holders of common stock will be entitled
to receive, after distribution in full of the preferential amounts, if any, all of the remaining assets available for distribution
ratably in proportion to the number of shares of common stock held by them. Holders of common stock have no redemption or conversion
droits. The rights, preferences and privileges of holders of shares of common stock are subject to, and may be adversely affected
by, the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future.

Préféré
Stock

Notre
board of directors is authorized, subject to limitations prescribed by Nevada law, to issue up to 10,000,000 shares of our preferred
stock in one or more series, to establish from time to time the number of shares to be included in each series, and to fix the
designation, powers, preferences, and rights of the shares of each series and any of its qualifications, limitations or restrictions,
in each case without further vote or action by our shareholders. Our board of directors can also increase or decrease the number
of shares of any series of preferred stock, but not below the number of shares of that series then outstanding, without any further
vote or action by our shareholders. Our board of directors may authorize the issuance of preferred stock with voting or conversion
rights that could adversely affect the voting power or other rights of the holders of our common stock. The issuance of preferred
stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things,
have the effect of delaying, deferring or preventing a change in control of our company and might adversely affect the market
price of our common stock and the voting and other rights of the holders of our common stock. We have no current plan to issue
any shares of preferred stock.


Anti-Takeover Provisions our Bylaws

Board
of Directors Vacancies

Notre
Bylaws authorize only our board of directors to fill vacant directorships. In addition, the number of directors constituting our
board of directors may be set only by resolution of the majority of the incumbent directors.

Special
Meeting of Shareholders

Notre
Bylaws provide that special meetings of our shareholders may be called by the president of the Company, the board of directors
or a committee of the board of directors that has been duly designated by the board of directors and whose powers and authority
include the power to call such meetings.

Advance
Notice Requirements for Shareholder Proposals and Director Nominations

Notre
Bylaws provide that shareholders seeking to bring business before our annual meeting of shareholders, or to nominate candidates
for election as directors at our annual meeting of shareholders, must provide timely notice of their intent in writing. Être
timely, a shareholder’s notice must be delivered to the secretary at our principal executive offices not later than the
close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary
of the preceding year’s annual meeting; provided, however, that in the event the date of the annual meeting is not within
25 days before or after such anniversary date, notice by the shareholder to be timely must be so delivered not later than the
close of business on the 10e day following the day on which such notice of the date of annual meeting was mailed
or public disclosure of the date of the annual meeting was made, whichever occurs first. These provisions may preclude our shareholders
from bringing matters before our annual meeting of shareholders or from making nominations for directors at our annual meeting
of shareholders.

Exclusif
Forum

Notre
Bylaws provide that unless the Company consents in writing to the selection of an alternative forum, the Eighth Judicial District
Court of Clark County, Nevada shall be the sole and exclusive forum for state law claims with respect to: (i) any derivative action
or proceeding brought in the name or right of the Company or on its behalf, (ii)  any action asserting a claim for breach
of any fiduciary duty owed by any director, officer, employee or agent of the Company to the Company or the Company’s stockholders,
(iii) any action arising or asserting a claim arising pursuant to any provision of Nevada Revised Statutes Chapters 78 or 92A
or any provision of the Company’s Articles of Incorporation or Bylaws or (iv) any action asserting a claim governed
by the internal affairs doctrine, including, without limitation, any action to interpret, apply, enforce or determine the validity
of the Company’s Articles of Incorporation or Bylaws. This exclusive forum provision would not apply to suits brought to
enforce any liability or duty created by the Securities Act or the Exchange Act or any other claim for which the federal courts
have exclusive jurisdiction. To the extent that any such claims may be based upon federal law claims, Section 27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act
or the rules and regulations thereunder. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal
and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations
thereunder. The enforceability of similar exclusive forum provisions in other corporations’ bylaws has been challenged in
legal proceedings, and it is possible that a court could rule that this provision in our Bylaws is inapplicable or unenforceable.

Transfer
Agent and Registrar

Notre
transfer agent and registrar is Continental Stock Transfer & Trust Company whose address is 1 State Street, 30e Floor,
New York , NY 10004.

Listing

Notre
common stock is listed on The Nasdaq Capital Market under the symbol “HOTH.”

LA DESCRIPTION
OF DEBT SECURITIES

le
following description, together with the additional information we include in any applicable prospectus supplements or free writing
prospectuses, summarizes the material terms and provisions of the debt securities that we may offer under this prospectus. nous
may issue debt securities, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible
debt. While the terms we have summarized below will apply generally to any future debt securities we may offer under this prospectus,
we will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement
or free writing prospectus. The terms of any debt securities we offer under a prospectus supplement may differ from the terms
we describe below. However, no prospectus supplement shall fundamentally change the terms that are set forth in this prospectus
or offer a security that is not registered and described in this prospectus at the time of its effectiveness. As of the date of
this prospectus, we have no outstanding registered debt securities. Unless the context requires otherwise, whenever we refer to
the “indentures,” we also are referring to any supplemental indentures that specify the terms of a particular series
of debt securities.

nous
will issue any senior debt securities under the senior indenture that we will enter into with the trustee named in the senior
indenture. We will issue any subordinated debt securities under the subordinated indenture and any supplemental indentures that
we will enter into with the trustee named in the subordinated indenture. We have filed forms of these documents as exhibits to
the registration statement, of which this prospectus is a part, and supplemental indentures and forms of debt securities containing
the terms of the debt securities being offered will be filed as exhibits to the registration statement of which this prospectus
is a part or will be incorporated by reference from reports that we file with the SEC.

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indentures will be qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). We use the
term “trustee” to refer to either the trustee under the senior indenture or the trustee under the subordinated indenture,
as applicable.

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following summaries of material provisions of the senior debt securities, the subordinated debt securities and the indentures
are subject to, and qualified in their entirety by reference to, all of the provisions of the indenture and any supplemental indentures
applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplements and any related
free writing prospectuses related to the debt securities that we may offer under this prospectus, as well as the complete indentures
that contains the terms of the debt securities. Except as we may otherwise indicate, the terms of the senior indenture and the
subordinated indenture are identical.

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terms of each series of debt securities will be established by or pursuant to a resolution of our Board of Directors and set forth
or determined in the manner provided in an officers’ certificate or by a supplemental indenture. Debt securities may be issued
in separate series without limitation as to aggregate principal amount. We may specify a maximum aggregate principal amount for
the debt securities of any series. We will describe in the applicable prospectus supplement the terms of the series of debt securities
being offered, including:

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                                         principal amount being offered, and if a series, the total amount authorized and the
                                         total amount outstanding;

tout
                                         limit on the amount that may be issued;

qu’il s’agisse
                                         or not we will issue the series of debt securities in global form, and, if so, the terms
                                         and who the depositary will be;

qu’il s’agisse
                                         and under what circumstances, if any, we will pay additional amounts on any debt securities
                                         held by a person who is not a United States person for tax purposes, and whether we can
                                         redeem the debt securities if we have to pay such additional amounts;

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                                         annual interest rate, which may be fixed or variable, or the method for determining the
                                         rate and the date interest will begin to accrue, the dates interest will be payable and
                                         the regular record dates for interest payment dates or the method for determining such
                                         dates;

qu’il s’agisse
                                         or not the debt securities will be secured or unsecured, and the terms of any secured
                                         debt;

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                                         terms of the subordination of any series of subordinated debt;

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                                         place where payments will be made;

restrictions
                                         on transfer, sale or other assignment, if any;

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                                         right, if any, to defer payment of interest and the maximum length of any such deferral
                                         period;

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                                         date, if any, after which, and the price at which, we may, at our option, redeem the
                                         series of debt securities pursuant to any optional or provisional redemption provisions
                                         and the terms of those redemption provisions;

provisions
                                         for a sinking fund purchase or other analogous fund, if any, including the date, if any,
                                         on which, and the price at which we are obligated, pursuant thereto or otherwise, to
                                         redeem, or at the holder’s option, to purchase, the series of debt securities and the
                                         currency or currency unit in which the debt securities are payable;

qu’il s’agisse
                                         the indenture will restrict our ability or the ability of our subsidiaries, if any, to:

incur
                                         additional indebtedness;

issue
                                         additional securities;

pay
                                         dividends or make distributions in respect of our capital stock or the capital stock
                                         of our subsidiaries;

endroit
                                         restrictions on our subsidiaries’ ability to pay dividends, make distributions or transfer
                                         assets;

make
                                         investments or other restricted payments;

vendre
                                         or otherwise dispose of assets;

entrer
                                         into sale-leaseback transactions;

engage
                                         in transactions with stockholders or affiliates;

issue
                                         or sell stock of our subsidiaries; ou

effet
                                         a consolidation or merger;

qu’il s’agisse
                                         the indenture will require us to maintain any interest coverage, fixed charge, cash flow-based,
                                         asset-based or other financial ratios;

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                                         discussion of certain material or special United States federal income tax considerations
                                         applicable to the debt securities;

information
                                         describing any book-entry features;

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                                         applicability of the provisions in the indenture on discharge;

qu’il s’agisse
                                         the debt securities are to be offered at a price such that they will be deemed to be
                                         offered at an “original issue discount” as defined in paragraph (a) of
                                         Section 1273 of the Internal Revenue Code of 1986, as amended;

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                                         denominations in which we will issue the series of debt securities, if other than denominations
                                         of $1,000 and any integral multiple thereof;

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                                         currency of payment of debt securities if other than U.S. dollars and the manner of determining
                                         the equivalent amount in U.S. dollars; et

tout
                                         other specific terms, preferences, rights or limitations of, or restrictions on, the
                                         debt securities, including any additional events of default or covenants provided with
                                         respect to the debt securities, and any terms that may be required by us or advisable
                                         under applicable laws or regulations.

Conversion
or Exchange Rights

nous
will set forth in the applicable prospectus supplement the terms under which a series of debt securities may be convertible into
or exchangeable for our common stock, our preferred stock or other securities (including securities of a third party). We will
include provisions as to whether conversion or exchange is mandatory, at the option of the holder or at our option. We may include
provisions pursuant to which the number of shares of our common stock, our preferred stock or other securities (including securities
of a third party) that the holders of the series of debt securities receive would be subject to adjustment.

Consolidation,
Merger or Sale

Sauf si
we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the indentures will not
contain any covenant that restricts our ability to merge or consolidate, or sell, convey, transfer or otherwise dispose of all
or substantially all of our assets. However, any successor to or acquirer of such assets must assume all of our obligations under
the indentures or the debt securities, as appropriate. If the debt securities are convertible into or exchangeable for our other
securities or securities of other entities, the person with whom we consolidate or merge or to whom we sell all of our property
must make provisions for the conversion of the debt securities into securities that the holders of the debt securities would have
received if they had converted the debt securities before the consolidation, merger or sale.

Événements
of Default under the Indenture

Sauf si
we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the following are events
of default under the indentures with respect to any series of debt securities that we may issue:

si
                                         we fail to pay interest when due and payable and our failure continues for 90 days
                                         and the time for payment has not been extended;

si
                                         we fail to pay the principal, premium or sinking fund payment, if any, when due and payable
                                         at maturity, upon redemption or repurchase or otherwise, and the time for payment has
                                         not been extended;

si
                                         we fail to observe or perform any other covenant contained in the debt securities or
                                         the indentures, other than a covenant specifically relating to another series of debt
                                         securities, and our failure continues for 90 days after we receive notice from the
                                         trustee or we and the trustee receive notice from the holders of at least 25% in aggregate
                                         principal amount of the outstanding debt securities of the applicable series; et

si
                                         specified events of bankruptcy, insolvency or reorganization occur.

nous
will describe in each applicable prospectus supplement any additional events of default relating to the relevant series of debt
securities.

Si
an event of default with respect to debt securities of any series occurs and is continuing, other than an event of default specified
in the last bullet point above, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt
securities of that series, by notice to us in writing, and to the trustee if notice is given by such holders, may declare the
unpaid principal, premium, if any, and accrued interest, if any, due and payable immediately. If an event of default arises due
to the occurrence of certain specified bankruptcy, insolvency or reorganization events, the unpaid principal, premium, if any,
and accrued interest, if any, of each issue of debt securities then outstanding shall be due and payable without any notice or
other action on the part of the trustee or any holder.

le
holders of a majority in principal amount of the outstanding debt securities of an affected series may waive any default or event
of default with respect to the series and its consequences, except defaults or events of default regarding payment of principal,
premium, if any, or interest, unless we have cured the default or event of default in accordance with the indenture. Any waiver
shall cure the default or event of default.

Subject
to the terms of the indentures, if an event of default under an indenture shall occur and be continuing, the trustee will be under
no obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of
the applicable series of debt securities, unless such holders have offered the trustee reasonable indemnity or security satisfactory
to it against any loss, liability or expense. The holders of a majority in principal amount of the outstanding debt securities
of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to
the trustee, or exercising any trust or power conferred on the trustee, with respect to the debt securities of that series, provided
that:

le
                                         direction so given by the holder is not in conflict with any law or the applicable indenture;
                                         et

matière
                                         to its duties under the Trust Indenture Act, the trustee need not take any action that
                                         might involve it in personal liability or might be unduly prejudicial to the holders
                                         not involved in the proceeding.

le
indentures will provide that if an event of default has occurred and is continuing, the trustee will be required in the exercise
of its powers to use the degree of care that a prudent person would use in the conduct of its own affairs. The trustee, however,
may refuse to follow any direction that conflicts with law or the indenture, or that the trustee determines is unduly prejudicial
to the rights of any other holder of the relevant series of debt securities, or that would involve the trustee in personal liability.
Prior to taking any action under the indentures, the trustee will be entitled to indemnification against all costs, expenses and
liabilities that would be incurred by taking or not taking such action.

UNE
holder of the debt securities of any series will have the right to institute a proceeding under the indentures or to appoint a
receiver or trustee, or to seek other remedies only if:

le
                                         holder has given written notice to the trustee of a continuing event of default with
                                         respect to that series;

le
                                         holders of at least 25% in aggregate principal amount of the outstanding debt securities
                                         of that series have made a written request and such holders have offered reasonable indemnity
                                         to the trustee or security satisfactory to it against any loss, liability or expense
                                         or to be incurred in compliance with instituting the proceeding as trustee; et

le
                                         trustee does not institute the proceeding, and does not receive from the holders of a
                                         majority in aggregate principal amount of the outstanding debt securities of that series
                                         other conflicting directions within 90 days after the notice, request and offer.

Celles-ci
limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium,
if any, or interest on, the debt securities, or other defaults that may be specified in the applicable prospectus supplement.

nous
will periodically file statements with the trustee regarding our compliance with specified covenants in the indentures.

le
indentures will provide that if a default occurs and is continuing and is actually known to a responsible officer of the trustee,
the trustee must mail to each holder notice of the default within the earlier of 90 days after it occurs and 30 days
after it is known by a responsible officer of the trustee or written notice of it is received by the trustee, unless such default
has been cured or waived. Except in the case of a default in the payment of principal or premium of, or interest on, any debt
security or certain other defaults specified in an indenture, the trustee shall be protected in withholding such notice if and
so long as the Board of Directors, the executive committee or a trust committee of directors, or responsible officers of the trustee,
in good faith determine that withholding notice is in the best interests of holders of the relevant series of debt securities.

Modification
of Indenture; Waiver

Subject
to the terms of the indenture for any series of debt securities that we may issue, we and the trustee may change an indenture
without the consent of any holders with respect to the following specific matters:

à
                                         fix any ambiguity, defect or inconsistency in the indenture;

à
                                         comply with the provisions described above under “Description of Debt Securities—Consolidation,
                                         Merger or Sale;”

à
                                         comply with any requirements of the SEC in connection with the qualification of any indenture
                                         under the Trust Indenture Act;

à
                                         add to, delete from or revise the conditions, limitations and restrictions on the authorized
                                         amount, terms or purposes of issue, authentication and delivery of debt securities, as
                                         set forth in the indenture;

à
                                         provide for the issuance of, and establish the form and terms and conditions of, the
                                         debt securities of any series as provided under “Description of Debt Securities—General,”
                                         to establish the form of any certifications required to be furnished pursuant to the
                                         terms of the indenture or any series of debt securities, or to add to the rights of the
                                         holders of any series of debt securities;

à
                                         evidence and provide for the acceptance of appointment hereunder by a successor trustee;

à
                                         provide for uncertificated debt securities and to make all appropriate changes for such
                                         purpose;

à
                                         add such new covenants, restrictions, conditions or provisions for the benefit of the
                                         holders, to make the occurrence, or the occurrence and the continuance, of a default
                                         in any such additional covenants, restrictions, conditions or provisions an event of
                                         default or to surrender any right or power conferred to us in the indenture; ou

à
                                         change anything that does not adversely affect the interests of any holder of debt securities
                                         of any series in any material respect.

Dans
addition, under the indentures, the rights of holders of a series of debt securities may be changed by us and the trustee with
the written consent of the holders of at least a majority in aggregate principal amount of the outstanding debt securities of
each series that is affected. However, subject to the terms of the indenture for any series of debt securities that we may issue
or otherwise provided in the prospectus supplement applicable to a particular series of debt securities, we and the trustee may
only make the following changes with the consent of each holder of any outstanding debt securities affected:

extending
                                         the stated maturity of the series of debt securities;

reducing
                                         the principal amount, reducing the rate of or extending the time of payment of interest,
                                         or reducing any premium payable upon the redemption or repurchase of any debt securities;
                                         ou

reducing
                                         the percentage of debt securities, the holders of which are required to consent to any
                                         amendment, supplement, modification or waiver.

Each
indenture provides that, subject to the terms of the indenture and any limitation otherwise provided in the prospectus supplement
applicable to a particular series of debt securities, we may elect to be discharged from our obligations with respect to one or
more series of debt securities, except for specified obligations, including obligations to:

S’inscrire
                                         the transfer or exchange of debt securities of the series;

remplacer
                                         stolen, lost or mutilated debt securities of the series;

maintenir
                                         paying agencies;

tenir
                                         monies for payment in trust;

recover
                                         excess money held by the trustee;

compensate
                                         and indemnify the trustee; et

nommer
                                         any successor trustee.

Dans
order to exercise our rights to be discharged, we will deposit with the trustee money or government obligations sufficient to
pay all the principal of, and any premium and interest on, the debt securities of the series on the dates payments are due.

Form,
Exchange and Transfer

nous
will issue the debt securities of each series only in fully registered form without coupons and, unless we otherwise specify in
the applicable prospectus supplement, in denominations of $1,000 and any integral multiple thereof. The indentures will provide
that we may issue debt securities of a series in temporary or permanent global form and as book-entry securities that will be
deposited with, or on behalf of, The Depository Trust Company or another depositary named by us and identified in a prospectus
supplement with respect to that series. See “Legal Ownership of Securities” below for a further description of the terms
relating to any book-entry securities.

À
the option of the holder, subject to the terms of the indentures and the limitations applicable to global securities described
in the applicable prospectus supplement, the holder of the debt securities of any series can exchange the debt securities for
other debt securities of the same series, in any authorized denomination and of like tenor and aggregate principal amount.

Subject
to the terms of the indentures and the limitations applicable to global securities set forth in the applicable prospectus supplement,
holders of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or
with the form of transfer endorsed thereon duly executed if so required by us or the security registrar, at the office of the
security registrar or at the office of any transfer agent designated by us for this purpose. Unless otherwise provided in the
debt securities that the holder presents for transfer or exchange, we will make no service charge for any registration of transfer
or exchange, but we may require payment of any taxes or other governmental charges.

nous
will name in the applicable prospectus supplement the security registrar, and any transfer agent in addition to the security registrar,
that we initially designate for any debt securities. We may at any time designate additional transfer agents or rescind the designation
of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required
to maintain a transfer agent in each place of payment for the debt securities of each series.

Si
we elect to redeem the debt securities of any series, we will not be required to:

issue,
                                         register the transfer of, or exchange any debt securities of that series during a period
                                         beginning at the opening of business 15 days before the day of mailing of a notice
                                         of redemption of any debt securities that may be selected for redemption and ending at
                                         the close of business on the day of the mailing; ou

S’inscrire
                                         the transfer of or exchange any debt securities so selected for redemption, in whole
                                         or in part, except the unredeemed portion of any debt securities we are redeeming in
                                         part.

Information
Concerning the Trustee

le
trustee, other than during the occurrence and continuance of an event of default under an indenture, undertakes to perform only
those duties as are specifically set forth in the applicable indenture and is under no obligation to exercise any of the powers
given it by the indentures at the request of any holder of debt securities unless it is offered reasonable security and indemnity
against the costs, expenses and liabilities that it might incur. However, upon an event of default under an indenture, the trustee
must use the same degree of care as a prudent person would exercise or use in the conduct of his or her own affairs.

Paiement
and Paying Agents

Sauf si
we otherwise indicate in the applicable prospectus supplement, we will make payment of the interest on any debt securities on
any interest payment date to the person in whose name the debt securities, or one or more predecessor securities, are registered
at the close of business on the regular record date for the interest payment.

nous
will pay principal of and any premium and interest on the debt securities of a particular series at the office of the paying agents
designated by us, except that unless we otherwise indicate in the applicable prospectus supplement, we will make interest payments
by check that we will mail to the holder or by wire transfer to certain holders. Unless we otherwise indicate in the applicable
prospectus supplement, we will designate the corporate trust office of the trustee as our sole paying agent for payments with
respect to debt securities of each series. We will name in the applicable prospectus supplement any other paying agents that we
initially designate for the debt securities of a particular series. We will maintain a paying agent in each place of payment for
the debt securities of a particular series.

Tout
money we pay to a paying agent or the trustee for the payment of the principal of or any premium or interest on any debt securities
that remains unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid
to us, and the holder of the debt security thereafter may look only to us for payment thereof.

Governing
Loi

le
indentures and the debt securities will be governed by and construed in accordance with the laws of the State of New York, except
to the extent that the Trust Indenture Act is applicable.

Ranking
Debt Securities

le
subordinated debt securities will be unsecured and will be subordinate and junior in priority of payment to certain other indebtedness
to the extent described in a prospectus supplement. The subordinated indenture does not limit the amount of subordinated debt
securities that we may issue. It also does not limit us from issuing any other secured or unsecured debt.

le
senior debt securities will be unsecured and will rank equally in right of payment to all our other senior unsecured debt. le
senior indenture does not limit the amount of senior debt securities that we may issue. It also does not limit us from issuing
any other secured or unsecured debt.

LA DESCRIPTION
OF WARRANTS

le
following description, together with the additional information we may include in any applicable prospectus supplements and free
writing prospectuses, summarizes the material terms and provisions of the warrants that we may offer under this prospectus, which
may consist of warrants to purchase common stock, preferred stock or debt securities and may be issued in one or more series.
Warrants may be offered independently or together with common stock, preferred stock or debt securities offered by any prospectus
supplement, and may be attached to or separate from those securities. While the terms we have summarized below will apply generally
to any warrants that we may offer under this prospectus, we will describe the particular terms of any series of warrants that
we may offer in more detail in the applicable prospectus supplement and any applicable free writing prospectus. The terms of any
warrants offered under a prospectus supplement may differ from the terms described below. However, no prospectus supplement will
fundamentally change the terms that are set forth in this prospectus or offer a security that is not registered and described
in this prospectus at the time of its effectiveness.

nous
may issue the warrants under a warrant agreement that we will enter into with a warrant agent to be selected by us. If selected,
the warrant agent will act solely as an agent of ours in connection with the warrants and will not act as an agent for the holders
or beneficial owners of the warrants. If applicable, we will file as exhibits to the registration statement of which this prospectus
is a part, or will incorporate by reference from a Current Report on Form 8-K that we file with the SEC, the form of warrant
agreement, including a form of warrant certificate, that describes the terms of the particular series of warrants we are offering
before the issuance of the related series of warrants. The following summaries of material provisions of the warrants and the
warrant agreements are subject to, and qualified in their entirety by reference to, all the provisions of the warrant agreement
and warrant certificate applicable to a particular series of warrants. We urge you to read the applicable prospectus supplement
and any applicable free writing prospectus related to the particular series of warrants that we sell under this prospectus, as
well as the complete warrant agreements and warrant certificates that contain the terms of the warrants.

nous
will describe in the applicable prospectus supplement the terms relating to a series of warrants, including:

le
                                         offering price and aggregate number of warrants offered;

le
                                         currency for which the warrants may be purchased;

si
                                         applicable, the designation and terms of the securities with which the warrants are issued
                                         and the number of warrants issued with each such security or each principal amount of
                                         such security;

si
                                         applicable, the date on and after which the warrants and the related securities will
                                         be separately transferable;

dans
                                         the case of warrants to purchase debt securities, the principal amount of debt securities
                                         purchasable upon exercise of one warrant and the price at, and currency in which, this
                                         principal amount of debt securities may be purchased upon such exercise;

dans
                                         the case of warrants to purchase common stock or preferred stock, the number of shares
                                         of common stock or preferred stock, as the case may be, purchasable upon the exercise
                                         of one warrant and the price at which these shares may be purchased upon such exercise;

le
                                         effect of any merger, consolidation, sale or other disposition of our business on the
                                         warrant agreements and the warrants;

le
                                         terms of any rights to redeem or call the warrants;

tout
                                         provisions for changes to or adjustments in the exercise price or number of securities
                                         issuable upon exercise of the warrants;

le
                                         dates on which the right to exercise the warrants will commence and expire;

le
                                         manner in which the warrant agreements and warrants may be modified;

Uni
                                         States federal income tax consequences of holding or exercising the warrants;

le
                                         terms of the securities issuable upon exercise of the warrants; et

tout
                                         other specific terms, preferences, rights or limitations of or restrictions on the warrants.

Avant
                                         exercising their warrants, holders of warrants will not have any of the rights of holders
                                         of the securities purchasable upon such exercise, including:

dans
                                         the case of warrants to purchase debt securities, the right to receive payments of principal
                                         of, or premium, if any, or interest on, the debt securities purchasable upon exercise
                                         or to enforce covenants in the applicable indenture; ou

dans
                                         the case of warrants to purchase common stock or preferred stock, the right to receive
                                         dividends, if any, or, payments upon our liquidation, dissolution or winding up or to
                                         exercise voting rights, if any.

Exercice
of Warrants

Each
warrant will entitle the holder to purchase the securities that we specify in the applicable prospectus supplement at the exercise
price that we describe in the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement,
holders of the warrants may exercise the warrants at any time up to the specified time on the expiration date that we set forth
in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become
void.

Titulaires
of the warrants may exercise the warrants by delivering the warrant certificate representing the warrants to be exercised together
with specified information, and paying the required amount to the warrant agent in immediately available funds, as provided in
the applicable prospectus supplement. We will set forth on the reverse side of the warrant certificate and in the applicable prospectus
supplement the information that the holder of the warrant will be required to deliver to us or the warrant agent as applicable.

Upon
receipt of the required payment and the warrant certificate properly completed and duly executed at the corporate trust office
of the warrant agent or any other office indicated in the applicable prospectus supplement, we will issue and deliver the securities
purchasable upon such exercise. If fewer than all of the warrants represented by the warrant certificate are exercised, then we
will issue a new warrant certificate for the remaining amount of warrants. If we so indicate in the applicable prospectus supplement,
holders of the warrants may surrender securities as all or part of the exercise price for warrants.

Enforceability
of Rights by Holders of Warrants

Si
selected, each warrant agent will act solely as our agent under the applicable warrant agreement and will not assume any obligation
or relationship of agency or trust with any holder of any warrant. A single bank or trust company may act as warrant agent for
more than one issue of warrants. A warrant agent will have no duty or responsibility in case of any default by us under the applicable
warrant agreement or warrant, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make
any demand upon us. Any holder of a warrant may, without the consent of the related warrant agent or the holder of any other warrant,
enforce by appropriate legal action its right to exercise, and receive the securities purchasable upon exercise of, its warrants.

LA DESCRIPTION
OF RIGHTS

Général

nous
may issue rights to our stockholders to purchase shares of our common stock, preferred stock or the other securities described
in this prospectus. We may offer rights separately or together with one or more additional rights, debt securities, preferred
stock, common stock or warrants, or any combination of those securities in the form of units, as described in the applicable prospectus
supplément. Each series of rights will be issued under a separate rights agreement to be entered into between us and a bank or
trust company, as rights agent. The rights agent will act solely as our agent in connection with the certificates relating to
the rights of the series of certificates and will not assume any obligation or relationship of agency or trust for or with any
holders of rights certificates or beneficial owners of rights. The following description sets forth certain general terms and
provisions of the rights to which any prospectus supplement may relate. The particular terms of the rights to which any prospectus
supplement may relate and the extent, if any, to which the general provisions may apply to the rights so offered will be described
in the applicable prospectus supplement. To the extent that any particular terms of the rights, rights agreement or rights certificates
described in a prospectus supplement differ from any of the terms described below, then the terms described below will be deemed
to have been superseded by that prospectus supplement. We encourage you to read the applicable rights agreement and rights certificate
for additional information before you decide whether to purchase any of our rights. We will provide in a prospectus supplement
the following terms of the rights being issued:

le
                                         date of determining the stockholders entitled to the rights distribution;

le
                                         aggregate number of shares of common stock, preferred stock or other securities purchasable
                                         upon exercise of the rights;

le
                                         aggregate number of rights issued;

qu’il s’agisse
                                         the rights are transferrable and the date, if any, on and after which the rights may
                                         be separately transferred;

le
                                         date on which the right to exercise the rights will commence, and the date on which the
                                         right to exercise the rights will expire;

le
                                         method by which holders of rights will be entitled to exercise;

le
                                         conditions to the completion of the offering, if any;

le
                                         withdrawal, termination and cancellation rights, if any;

qu’il s’agisse
                                         there are any backstop or standby purchaser or purchasers and the terms of their commitment,
                                         if any;

qu’il s’agisse
                                         stockholders are entitled to oversubscription rights, if any;

tout
                                         applicable material U.S. federal income tax considerations; et

tout
                                         other terms of the rights, including terms, procedures and limitations relating to the
                                         distribution, exchange and exercise of the rights, as applicable.

Each
right will entitle the holder of rights to purchase for cash the principal amount of shares of common stock, preferred stock or
other securities at the exercise price provided in the applicable prospectus supplement. Rights may be exercised at any time up
to the close of business on the expiration date for the rights provided in the applicable prospectus supplement.

Titulaires
may exercise rights as described in the applicable prospectus supplement. Upon receipt of payment and the rights certificate properly
completed and duly executed at the corporate trust office of the rights agent or any other office indicated in the prospectus
supplement, we will, as soon as practicable, forward the shares of common stock, preferred stock or other securities, as applicable,
purchasable upon exercise of the rights. If less than all of the rights issued in any rights offering are exercised, we may offer
any unsubscribed securities directly to persons other than stockholders, to or through agents, underwriters or dealers or through
a combination of such methods, including pursuant to standby arrangements, as described in the applicable prospectus supplement.

Rights
Agent

le
rights agent for any rights we offer will be set forth in the applicable prospectus supplement.

LA DESCRIPTION
OF UNITS

le
following description, together with the additional information we may include in any applicable prospectus supplements and free
writing prospectuses, summarizes the material terms and provisions of the units that we may offer under this prospectus.

Tandis que
the terms we have summarized below will apply generally to any units that we may offer under this prospectus, we will describe
the particular terms of any series of units in more detail in the applicable prospectus supplement. The terms of any units offered
under a prospectus supplement may differ from the terms described below. However, no prospectus supplement will fundamentally
change the terms that are set forth in this prospectus or offer a security that is not registered and described in this prospectus
at the time of its effectiveness.

nous
will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from
a Current Report on Form 8-K that we file with the SEC, the form of unit agreement that describes the terms of the series
of units we are offering, and any supplemental agreements, before the issuance of the related series of units. The following summaries
of material terms and provisions of the units are subject to, and qualified in their entirety by reference to, all the provisions
of the unit agreement and any supplemental agreements applicable to a particular series of units. We urge you to read the applicable
prospectus supplements related to the particular series of units that we sell under this prospectus, as well as the complete unit
agreement and any supplemental agreements that contain the terms of the units.

Général

nous
may issue units comprised of one or more debt securities, shares of common stock, shares of preferred stock and warrants in any
combination. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit.
Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement under
which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any
time or at any time before a specified date.

We will describe
in the applicable prospectus supplement the terms of the series of units, including:

le
                                         designation and terms of the units and of the securities comprising the units, including
                                         whether and under what circumstances those securities may be held or transferred separately;

tout
                                         provisions of the governing unit agreement that differ from those described below; et

tout
                                         provisions for the issuance, payment, settlement, transfer or exchange of the units or
                                         of the securities comprising the units.

le
provisions described in this section, as well as those described under “Description of Capital Stock,” “Description
of Debt Securities” and “Description of Warrants” will apply to each unit and to any common stock, preferred stock,
debt security or warrant included in each unit, respectively.

Unit
Agent

le
name and address of the unit agent, if any, for any units we offer will be set forth in the applicable prospectus supplement.

Issuance
in Series

nous
may issue units in such amounts and in numerous distinct series as we determine.

Enforceability
of Rights by Holders of Units

Each
unit agent will act solely as our agent under the applicable unit agreement and will not assume any obligation or relationship
of agency or trust with any holder of any unit. A single bank or trust company may act as unit agent for more than one series
of units. A unit agent will have no duty or responsibility in case of any default by us under the applicable unit agreement or
unit, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Tout
holder of a unit may, without the consent of the related unit agent or the holder of any other unit, enforce by appropriate legal
action its rights as holder under any security included in the unit.

We,
the unit agents and any of their agents may treat the registered holder of any unit certificate as an absolute owner of the units
evidenced by that certificate for any purpose and as the person entitled to exercise the rights attaching to the units so requested,
despite any notice to the contrary. See “Legal Ownership of Securities.”

LEGAL
OWNERSHIP OF SECURITIES

nous
can issue securities in registered form or in the form of one or more global securities. We describe global securities in greater
detail below. We refer to those persons who have securities registered in their own names on the books that we or any applicable
trustee or depositary or warrant agent maintain for this purpose as the “holders” of those securities. These persons
are the legal holders of the securities. We refer to those persons who, indirectly through others, own beneficial interests in
securities that are not registered in their own names, as “indirect holders” of those securities. As we discuss below,
indirect holders are not legal holders, and investors in securities issued in book-entry form or in street name will be indirect
holders.

Book-Entry
Titulaires

nous
may issue securities in book-entry form only, as we will specify in the applicable prospectus supplement. This means securities
may be represented by one or more global securities registered in the name of a financial institution that holds them as depositary
on behalf of other financial institutions that participate in the depositary’s book-entry system. These participating institutions,
which are referred to as participants, in turn, hold beneficial interests in the securities on behalf of themselves or their customers.

Seulement
the person in whose name a security is registered is recognized as the holder of that security. Global securities will be registered
in the name of the depositary or its participants. Consequently, for global securities, we will recognize only the depositary
as the holder of the securities, and we will make all payments on the securities to the depositary. The depositary passes along
the payments it receives to its participants, which in turn pass the payments along to their customers who are the beneficial
owners. The depositary and its participants do so under agreements they have made with one another or with their customers; ils
are not obligated to do so under the terms of the securities.

Comme
a result, investors in a global security will not own securities directly. Instead, they will own beneficial interests in a global
security, through a bank, broker or other financial institution that participates in the depositary’s book-entry system or holds
an interest through a participant. As long as the securities are issued in global form, investors will be indirect holders, and
not legal holders, of the securities.

Street
Name Holders

nous
may terminate a global security or issue securities that are not issued in global form. In these cases, investors may choose to
hold their securities in their own names or in “street name.” Securities held by an investor in street name would be
registered in the name of a bank, broker or other financial institution that the investor chooses, and the investor would hold
only a beneficial interest in those securities through an account he or she maintains at that institution.

Pour
securities held in street name, we or any applicable trustee or depositary will recognize only the intermediary banks, brokers
and other financial institutions in whose names the securities are registered as the holders of those securities, and we or any
such trustee or depositary will make all payments on those securities to them. These institutions pass along the payments they
receive to their customers who are the beneficial owners, but only because they agree to do so in their customer agreements or
because they are legally required to do so. Investors who hold securities in street name will be indirect holders, not legal holders,
of those securities.

Légal
Titulaires

Notre
obligations, as well as the obligations of any applicable trustee or third party employed by us or a trustee, run only to the
legal holders of the securities. We do not have obligations to investors who hold beneficial interests in global securities, in
street name or by any other indirect means. This will be the case whether an investor chooses to be an indirect holder of a security
or has no choice because we are issuing the securities only in global form.

Pour
example, once we make a payment or give a notice to the holder, we have no further responsibility for the payment or notice even
if that holder is required, under agreements with its participants or customers or by law, to pass it along to the indirect holders
but does not do so. Similarly, we may want to obtain the approval of the holders to amend an indenture, to relieve us of the consequences
of a default or of our obligation to comply with a particular provision of an indenture, or for other purposes. In such an event,
we would seek approval only from the legal holders, and not the indirect holders, of the securities. Whether and how the legal
holders contact the indirect holders is up to the legal holders.

Special
Considerations for Indirect Holders

Si
you hold securities through a bank, broker or other financial institution, either in book-entry form because the securities are
represented by one or more global securities or in street name, you should check with your own institution to find out:

Comment
                                         it handles securities payments and notices;

qu’il s’agisse
                                         it imposes fees or charges;

Comment
                                         it would handle a request for the holders’ consent, if ever required;

qu’il s’agisse
                                         and how you can instruct it to send you securities registered in your own name so you
                                         can be a legal holder, if that is permitted in the future;

Comment
                                         it would exercise rights under the securities if there were a default or other event
                                         triggering the need for holders to act to protect their interests; et

si
                                         the securities are in book-entry form, how the depositary’s rules and procedures will
                                         affect these matters.

Global
Titres

UNE
global security is a security that represents one or any other number of individual securities held by a depositary. Généralement,
all securities represented by the same global securities will have the same terms.

Each
security issued in book-entry form will be represented by a global security that we issue to, deposit with and register in the
name of a financial institution or its nominee that we select. The financial institution that we select for this purpose is called
the depositary. Unless we specify otherwise in the applicable prospectus supplement, The Depository Trust Company, New York, NY,
known as DTC, will be the depositary for all securities issued in book-entry form.

UNE
global security may not be transferred to or registered in the name of anyone other than the depositary, its nominee or a successor
depositary, unless special termination situations arise. We describe those situations below under “—Special Situations
When A Global Security Will Be Terminated.” As a result of these arrangements, the depositary, or its nominee, will be the
sole registered owner and legal holder of all securities represented by a global security, and investors will be permitted to
own only beneficial interests in a global security. Beneficial interests must be held by means of an account with a broker, bank
or other financial institution that in turn has an account with the depositary or with another institution that does. Thus, an
investor whose security is represented by a global security will not be a legal holder of the security, but only an indirect holder
of a beneficial interest in the global security.

Si
the prospectus supplement for a particular security indicates that the security will be issued as a global security, then the
security will be represented by a global security at all times unless and until the global security is terminated. If termination
occurs, we may issue the securities through another book-entry clearing system or decide that the securities may no longer be
held through any book-entry clearing system.

Special
Considerations For Global Securities

Comme
an indirect holder, an investor’s rights relating to a global security will be governed by the account rules of the investor’s
financial institution and of the depositary, as well as general laws relating to securities transfers. We do not recognize an
indirect holder as a holder of securities and instead deal only with the depositary that holds the global security.

Si
securities are issued only as global securities, an investor should be aware of the following:

an
                                         investor cannot cause the securities to be registered in his or her name, and cannot
                                         obtain non-global certificates for his or her interest in the securities, except in the
                                         special situations we describe below;

an
                                         investor will be an indirect holder and must look to his or her own bank or broker for
                                         payments on the securities and protection of his or her legal rights relating to the
                                         securities, as we describe above;

an
                                         investor may not be able to sell interests in the securities to some insurance companies
                                         and to other institutions that are required by law to own their securities in non-book-entry
                                         form;

an
                                         investor may not be able to pledge his or her interest in the global security in circumstances
                                         where certificates representing the securities must be delivered to the lender or other
                                         beneficiary of the pledge in order for the pledge to be effective;

le
                                         depositary’s policies, which may change from time to time, will govern payments, transfers,
                                         exchanges and other matters relating to an investor’s interest in the global security.
                                         We and any applicable trustee have no responsibility for any aspect of the depositary’s
                                         actions or for its records of ownership interests in the global security. We and the
                                         trustee also do not supervise the depositary in any way;

le
                                         depositary may, and we understand that DTC will, require that those who purchase and
                                         sell interests in the global security within its book-entry system use immediately available
                                         funds, and your broker or bank may require you to do so as well; et

financier
                                         institutions that participate in the depositary’s book-entry system, and through which
                                         an investor holds its interest in the global security, may also have their own policies
                                         affecting payments, notices and other matters relating to the securities. There may be
                                         more than one financial intermediary in the chain of ownership for an investor. We do
                                         not monitor and are not responsible for the actions of any of those intermediaries

Special
Situations When A Global Security Will Be Terminated

Dans
a few special situations described below, a global security will terminate and interests in it will be exchanged for physical
certificates representing those interests. After that exchange, the choice of whether to hold securities directly or in street
name will be up to the investor. Investors must consult their own banks or brokers to find out how to have their interests in
securities transferred to their own names, so that they will be direct holders. We have described the rights of holders and street
name investors above.

UNE
global security will terminate when the following special situations occur:

si
                                         the depositary notifies us that it is unwilling, unable or no longer qualified to continue
                                         as depositary for that global security and we do not appoint another institution to act
                                         as depositary within 90 days;

si
                                         we notify any applicable trustee that we wish to terminate that global security; ou

si
                                         an event of default has occurred with regard to securities represented by that global
                                         security and has not been cured or waived.

le
applicable prospectus supplement may also list additional situations for terminating a global security that would apply only to
the particular series of securities covered by the prospectus supplement. When a global security terminates, the depositary, and
neither we, nor any applicable trustee, is responsible for deciding the names of the institutions that will be the initial direct
holders.

PLAN
OF DISTRIBUTION

nous
may sell the securities being offered hereby in one or more of the following ways from time to time:

through
                                         agents to the public or to investors;

à
                                         underwriters for resale to the public or to investors;

negotiated
                                         transactions;

directly
                                         to investors; ou

through
                                         a combination of any of these methods of sale.

Comme
set forth in more detail below, the securities may be distributed from time to time in one or more transactions:

à
                                         a fixed price or prices, which may be changed;

à
                                         market prices prevailing at the time of sale;

à
                                         prices related to such prevailing market prices; ou

nous
will set forth in a prospectus supplement the terms of that particular offering of securities, including:

le
                                         name or names of any agents or underwriters;

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                                         purchase price of the securities being offered and the proceeds we will receive from
                                         the sale;

tout
                                         over-allotment options under which underwriters may purchase additional securities from
                                         us;

tout
                                         agency fees or underwriting discounts and other items constituting agents’ or underwriters’
                                         compensation;

tout
                                         initial public offering price;

tout
                                         discounts or concessions allowed or re-allowed or paid to dealers; et

tout
                                         securities exchanges or markets on which such securities may be listed.

Seulement
underwriters named in an applicable prospectus supplement are underwriters of the securities offered by that prospectus supplement.

Si
underwriters are used in an offering, we will execute an underwriting agreement with such underwriters and will specify the name
of each underwriter and the terms of the transaction (including any underwriting discounts and other terms constituting compensation
of the underwriters and any dealers) in a prospectus supplement. The securities may be offered to the public either through underwriting
syndicates represented by managing underwriters or directly by one or more investment banking firms or others, as designated.
If an underwriting syndicate is used, the managing underwriter(s) will be specified on the cover of the prospectus supplement.
If underwriters are used in the sale, the offered securities will be acquired by the underwriters for their own accounts and may
be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or
at varying prices determined at the time of sale. Any public offering price and any discounts or concessions allowed or re-allowed
or paid to dealers may be changed from time to time. Unless otherwise set forth in the prospectus supplement, the obligations
of the underwriters to purchase the offered securities will be subject to conditions precedent and the underwriters will be obligated
to purchase all of the offered securities if any are purchased.

nous
may grant to the underwriters options to purchase additional securities to cover over-allotments, if any, at the public offering
price, with additional underwriting commissions or discounts, as may be set forth in a related prospectus supplement. The terms
of any over-allotment option will be set forth in the prospectus supplement for those securities.

Si
we use a dealer in the sale of the securities being offered pursuant to this prospectus or any prospectus supplement, we will
sell the securities to the dealer, as principal. The dealer may then resell the securities to the public at varying prices to
be determined by the dealer at the time of resale. The names of the dealers and the terms of the transaction will be specified
in a prospectus supplement.

nous
may sell the securities directly or through agents we designate from time to time. We will name any agent involved in the offering
and sale of securities and we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus
supplement states otherwise, any agent will act on a best-efforts basis for the period of its appointment.

nous
may authorize agents or underwriters to solicit offers by institutional investors to purchase securities from us at the public
offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery
on a specified date in the future. We will describe the conditions to these contracts and the commissions we must pay for solicitation
of these contracts in the prospectus supplement.

Dans
connection with the sale of the securities, underwriters, dealers or agents may receive compensation from us or from purchasers
of the common stock for whom they act as agents in the form of discounts, concessions or commissions. Underwriters may sell the
securities to or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions
from the underwriters or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that
participate in the distribution of the securities, and any institutional investors or others that purchase common stock directly
and then resell the securities, may be deemed to be underwriters, and any discounts or commissions received by them from us and
any profit on the resale of the common stock by them may be deemed to be underwriting discounts and commissions under the Securities
Acte.

nous
may provide agents and underwriters with indemnification against particular civil liabilities, including liabilities under the
Securities Act, or contribution with respect to payments that the agents or underwriters may make with respect to such liabilities.
Agents and underwriters may engage in transactions with, or perform services for, us in the ordinary course of business.

nous
may engage in at the market offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities
Acte. In addition, we may enter into derivative transactions with third parties (including the writing of options), or sell securities
not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement
indicates, in connection with such a transaction, the third parties may, pursuant to this prospectus and the applicable prospectus
supplement, sell securities covered by this prospectus and the applicable prospectus supplement. If so, the third party may use
securities borrowed from us or others to settle such sales and may use securities received from us to close out any related short
postes. We may also loan or pledge securities covered by this prospectus and the applicable prospectus supplement to third
parties, who may sell the loaned securities or, in an event of default in the case of a pledge, sell the pledged securities pursuant
to this prospectus and the applicable prospectus supplement. The third party in such sale transactions will be an underwriter
and will be identified in the applicable prospectus supplement or in a post-effective amendment.

À
facilitate an offering of a series of securities, persons participating in the offering may engage in transactions that stabilize,
maintain, or otherwise affect the market price of the securities. This may include over-allotments or short sales of the securities,
which involves the sale by persons participating in the offering of more securities than have been sold to them by us. In those
circumstances, such persons would cover such over-allotments or short positions by purchasing in the open market or by exercising
the over-allotment option granted to those persons. In addition, those persons may stabilize or maintain the price of the securities
by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed to
underwriters or dealers participating in any such offering may be reclaimed if securities sold by them are repurchased in connection
with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities
at a level above that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at
any time. We make no representation or prediction as to the direction or magnitude of any effect that the transactions described
above, if implemented, may have on the price of our securities.

Sauf si
otherwise specified in the applicable prospectus supplement, each class or series of securities will be a new issue with no established
trading market, other than our common stock, which is listed on The Nasdaq Capital Market. We may elect to list any other class
or series of securities on any exchange or market, but we are not obligated to do so. It is possible that one or more underwriters
may make a market in a class or series of securities, but the underwriters will not be obligated to do so and may discontinue
any market making at any time without notice. We cannot give any assurance as to the liquidity of the trading market for any of
the securities.

Dans
order to comply with the securities laws of some U.S. states or territories, if applicable, the securities offered pursuant to
this prospectus will be sold in those states only through registered or licensed brokers or dealers. In addition, in some states
securities may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from
the registration or qualification requirement is available and complied with.

Tout
underwriter may engage in overallotment, stabilizing transactions, short covering transactions and penalty bids in accordance
with Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Overallotment involves
sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying
security so long as the stabilizing bids do not exceed a specified maximum. Short covering transactions involve purchases of the
securities in the open market after the distribution is completed to cover short positions. Penalty bids permit the underwriters
to reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased in a covering transaction
to cover short positions. Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced,
the underwriters may discontinue any of these activities at any time.

Tout
underwriters who are qualified market makers on The Nasdaq Capital Market may engage in passive market making transactions in
the securities on The Nasdaq Capital Market in accordance with Rule 103 of Regulation M, during the business day prior
to the pricing of the offering, before the commencement of offers or sales of the securities. Passive market makers must comply
with applicable volume and price limitations and must be identified as passive market makers. In general, a passive market maker
must display its bid at a price not in excess of the highest independent bid for such security. If all independent bids are lowered
below the passive market maker’s bid, however, the passive market maker’s bid must then be lowered when certain purchase limits
are exceeded.

LEGAL
MATTERS

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validity of the issuance of the securities offered hereby will be passed upon for us by Sheppard, Mullin, Richter & Hampton LLP,
New York, NY. Additional legal matters may be passed upon for us or any underwriters, dealers or agents, by counsel that we will
name in the applicable prospectus supplement.

EXPERTS

Our consolidated balance sheets as of
December 31, 2019 and 2018, and the related consolidated statements of operations, changes in stockholders’ equity and cash
flows for the years ended December 31, 2019 and 2018, incorporated by reference in this prospectus and the registration statement,
of which it forms a part, have been audited by WithumSmith+Brown, PC, independent registered public accounting firm, as set
forth in their report thereon incorporated by reference herein, and are included in reliance on such report given on the
authority of such firm as experts in accounting and auditing.

WHERE
YOU CAN FIND MORE INFORMATION

Cette
prospectus constitutes a part of a registration statement on Form S-3 filed under the Securities Act. As permitted by the
SEC’s rules, this prospectus and any prospectus supplement, which form a part of the registration statement, do not contain
all the information that is included in the registration statement. You will find additional information about us in the registration
déclaration. Any statements made in this prospectus or any prospectus supplement concerning legal documents are not necessarily
complete and you should read the documents that are filed as exhibits to the registration statement or otherwise filed with the
SEC for a more complete understanding of the document or matter.

Vous
may read and copy the registration statement, as well as our reports, proxy statements, and other information, at the SEC’s Public
Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information
about the operation of the Public Reference Room. The SEC maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically with the SEC. The SEC’s Internet site can be found
at http://www.sec.gov. You can also obtain copies of materials we file with the SEC from our website found at www.hoththerapeutics.com.
Information on our website does not constitute a part of, nor is it incorporated in any way, into this prospectus and should not
be relied upon in connection with making an investment decision.

INCORPORATION
OF DOCUMENTS BY REFERENCE

le
Securities and Exchange Commission (the “SEC”) allows us to “incorporate by reference” information that
we file with them. Incorporation by reference allows us to disclose important information to you by referring you to those other
documents. The information incorporated by reference is an important part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We filed a registration statement on Form S-3 under
the Securities Act with the SEC with respect to the securities being offered pursuant to this prospectus. This prospectus omits
certain information contained in the registration statement, as permitted by the SEC. You should refer to the registration statement,
including the exhibits, for further information about us and the securities being offered pursuant to this prospectus. Statements
in this prospectus regarding the provisions of certain documents filed with, or incorporated by reference in, the registration
statement are not necessarily complete and each statement is qualified in all respects by that reference. Copies of all or any
part of the registration statement, including the documents incorporated by reference or the exhibits, may be obtained upon payment
of the prescribed rates at the offices of the SEC listed above in “Where You Can Find More Information.” We are incorporating
by reference the documents listed below, which we have already filed with the SEC, and all documents subsequently filed by us
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, except as to any portion of any future report or document
that is not deemed filed under such provisions:

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                                         Company’s Annual Report on Form 10-K as of and for the year ended December 31,
                                         2019, filed with the SEC on March 2, 2020; et

le
                                         description of the Company’s common stock contained in the registration statement
                                         on Form 8-A filed with the SEC on February 6, 2019, including any amendment
                                         or report filed for the purpose of updating that description.

nous
also incorporate by reference all documents (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K
and exhibits filed on such form that are related to such items) that are subsequently filed by us with the SEC pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering of the securities made by this prospectus (including
documents filed after the date of the initial Registration Statement of which this prospectus is a part and prior to the effectiveness
of the Registration Statement). These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements.

Tout
statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus
will be deemed to be modified or superseded to the extent that a statement contained in this prospectus or any subsequently filed
document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement.

Vous
may request, and we will provide you with, a copy of these filings, at no cost, by calling us at (646) 756-2997 or by writing
to us at the following address:

Hoth
Therapeutics, Inc.

1
Rockefeller Plaza, Suite 1039

Nouveau
York, New York 10020

Attn.:
secrétaire

1,449,275 Shares

Commun
Stock

PROSPECTUS SUPPLEMENT

Sole
Book-Running Manager

Laidlaw
& Company (UK) Ltd.

24 mars 2020



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