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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

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File numbers found in text: 333-227772

Referenced dates: February 1, 2019

Date
February 1, 2019
Author
Hoth
Form
CORRESP
Company
Hoth Therapeutics, Inc. (HOTH) (CIK 0001711786)

Letter

VIA EDGAR United States Securities and Exchange Commission Attention: Effie Simpson 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.

Show Raw Text
CORRESP
1
filename1.htm

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