UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I. R. S. Employer Identification No.) |
(Address of principal executive offices, including ZIP code)
(
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 14, 2024, the board of directors (the “Board”) of Hoth Therapeutics, Inc. (the “Company”) approved an amendment (the “Amendment”) to the Company’s Amended and Restated Bylaws, as amended (the “Bylaws”).
The Amendment amends and restates in its entirety Article II, Section 2.7(b) of the Bylaws to clarify the shareholders entitled to vote on proposals at a meeting of the Company’s shareholders.
The foregoing description of the Amendment set forth herein does not purport to be complete and is qualified in its entirety by the full text of the Amendment which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 3.1 | Amendment No. 2 to the Amended and Restated Bylaws of Hoth Therapeutics, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 17, 2024 | Hoth Therapeutics, Inc. |
| /s/ Robb Knie | |
| Robb Knie | |
| Chief Executive Officer |
2
Exhibit 3.1
AMENDMENT NO. 2 TO
AMENDED AND RESTATED BYLAWS
OF
HOTH THERAPEUTICS, INC.
a Nevada Corporation
Pursuant to resolutions of the Board of Directors (the “Board”) of Hoth Therapeutics, Inc. a Nevada corporation (the “Corporation”) adopted via unanimous written consent of the Board on June 14, 2024 and in accordance with the authority provided to the directors pursuant to Article X, Section 10.1 of the Corporation’s Amended and Restated Bylaws (the “Bylaws”):
| 1. | Article II, Section 2.7(b) of the Bylaws is amended and restated in its entirety as follows as of June 14, 2024 (the “Effective Time”): |
Section 2.7. Voting.
(b) Unless otherwise provided in the Articles of Incorporation, and subject to Section 2.11(a), each stockholder represented at a meeting of the stockholders shall be entitled to cast one (1) vote for each share of the capital stock entitled to vote thereon held by such stockholder. Such votes may be cast in person or by proxy as provided in Section 2.8. The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of the stockholders, in such officer’s discretion, may require that any votes cast at such meeting shall be cast by written ballot.
CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify:
1. That I am the duly elected and acting secretary of Hoth Therapeutics, Inc., a Nevada corporation; and
2. That the foregoing Amendment No. 2 to the Amended and Restated Bylaws, was duly adopted by the Board of Directors of said corporation via unanimous written consent on June 14, 2024.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said corporation as of June 14, 2024.
| /s/ Hayley Springer | |
| Hayley Springer, Secretary |