SEC Company Response from Hoth Therapeutics, Inc. (HOTH) (CIK 0001711786) (RKTO) — Feb 1, 2019
Hoth Therapeutics, Inc. (HOTH) (CIK 0001711786)
Date: Feb. 1, 2019 · CIK: 0001711786 · Accession: 0001615774-19-001685
AI Filing Summary & Sentiment
File numbers found in text: 333-227772
Referenced dates: February 1, 2019
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CORRESP
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HOTH THERAPEUTICS, INC.
1 Rockefeller Plaza, Suite 1039
New York, New York 10020
February 1, 2019
VIA EDGAR
United States Securities and Exchange Commission
100 F. Street, NE
Washington, DC 20549
Attention:
Effie Simpson
Doug Jones
Julie Griffith
Susan Block
Re:
Hoth Therapeutics, Inc.
Amendments Nos. 1 and 2 to
Registration Statement on Form S-1
Filed December 14, 2018 and January 11, 2019
File No. 333-227772
Dear Ladies and Gentlemen:
This letter sets forth
responses on behalf of Hoth Therapeutics, Inc., a Nevada corporation (the “Company”), to the comments received from
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in your
letter dated February 1, 2019 (“Comment Letter”) regarding the Company’s Registration Statement on Form S-1 (the
“Registration Statement”).
For the convenience of
the Staff, each comment from the Comment Letter corresponds to the numbered paragraphs in this letter and is restated prior to
the response to such comment.
Form S-1/A filed 1/11/2019
Description of Capital Stock, page 80
1.
We note that your bylaws contain an exclusive forum provision. Please disclose this provision here, as well as provide risk factor
disclosure about the exclusive forum provision.
Response:
The Company has included a description
of the exclusive forum provision in the Description of Capital Stock section of the Registration Statement and has included a risk
factor with respect to the same in the Registration Statement.
2.
We note that your forum selection provision identifies the Eighth Judicial District Court of Clark County, Nevada as the
exclusive forum for certain litigation, including any “derivative action.” Please disclose whether this provision
applies solely to state law claims. If it does not apply to solely state law claims, then please note that 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, and 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. If this provision is intended to apply solely to state law claims, please also ensure that
the exclusive forum provision in the governing documents states this clearly.
Response:
The Company has revised
the disclosure in the Registration Statement to indicate that notwithstanding the exclusive forum selection provision contained
in the Company’s Bylaws, 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, and 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.
Underwriting
Conflict of Interest, page 89
3.
From your disclosure here, it appears that Benchmark is also an underwriter. If so, please include Benchmark on the prospectus
cover page, and list under "Underwriters" on this page, or advise.
Response:
The Company has revised the disclosure
in the Registration Statement to indicate that Benchmark will be solely acting in the capacity of a “qualified independent
underwriter” within the meaning of Rule 5121 of FINRA and will not be participating in the distribution or sale of
the securities or acting as an underwriter in connection with the offering.
Sincerely,
Hoth
Therapeutics, Inc.
\s\ Robb Knie
By: Robb Knie
Title: Chief Executive Officer