NASDAQ: HOTH

In January
2025, we acquired three provisional patent applications for additional indications that could be treated using the HT-001 formulation
and in January 2026 we executed proposals for proof-of-concept studies for the three new indications.

HT-KIT

We have obtained
from North Carolina State University (“NC State”) an exclusive, worldwide, royalty bearing license to certain intellectual
property with respect to cancer and anaphylaxis; this is being developed as HT-KIT. The HT-KIT drug is designed to more specifically target
the receptor tyrosine kinase KIT in mast cells, which is required for the proliferation, survival and differentiation of bone marrow-derived
hematopoietic stem cells. Mutations in the KIT pathway have been associated with several human cancers, such as gastrointestinal stromal
tumors and mast cell-derived cancers (mast cell leukemia and mast cell sarcoma). Based on the initial proof-of-concept success, we intend
to initially target mast cell neoplasms for development of HT-KIT, which is a rare, aggressive cancer with poor prognosis.

The same target, KIT, also plays a key role in
mast cell-mediated anaphylaxis, a serious allergic reaction that is rapid in onset and may cause death. Anaphylaxis typically occurs after
exposure to an external allergen that results in an immediate and severe immune response. We also intend to pursue the anaphylaxis indication
for HT-KIT in parallel to cancer treatment.

On November 15, 2021, we entered into a sponsored
research agreement with NC State to focus on characterizing the HT-KIT dose and dosing frequency for treatment of aggressive mastocytosis
and mast cell neoplasms using humanized tumor mouse models. These preclinical studies are still ongoing, and the results inform the IND
enabling studies also currently underway.

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In December 2021, we submitted an Orphan Drug
Designation (“ODD”) request to the FDA for HT-KIT for the treatment of mastocytosis, and on March 10, 2022, we received such
ODD. In September 2023, we submitted a pre-IND meeting request to the FDA with respect to HT-KIT as for the treatment of adult patients
with advanced systemic mastocytosis, systemic mastocytosis with an associated hematological neoplasm and mast cell leukemia. In preparation
for such pre-IND meeting, we prepared and submitted to the FDA our IND-opening clinical trial plan which includes two phase 1 trials conducted
in patients. Based on the FDA’s feedback, we intend to advance our IND-enabling activities for HT-KIT as planned. We are currently
conducting the analytical and animal toxicology studies required for our IND submission.

HT-ALZ

In November
2024, we were granted a patent by the United States Patent and Trademark Office for the use of the active ingredient of HT-001 to treat
and prevent Alzheimer’s disease and other neuroinflammatory diseases.

We intend to
develop HT-ALZ for use in patients following the Section 505(b)(2) regulatory pathway of the FDA rules. Section 505(b)(2) of the Federal
Food, Drug, and Cosmetic Act (“FDCA”) 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 publicly available data with respect to
our active ingredient in our NDA submission to the FDA for marketing approval.

On June 7,
2021, we entered into a sponsored research agreement with Washington University in St. Louis to investigate the effects of HT-ALZ on behavioral
and pathological markers of Alzheimer’s disease and to determine if HT-ALZ can improve learning and memory in an animal model of
Alzheimer’s disease. Our study will also determine if behavior is improved utilizing HT-ALZ in blocking NK-1Rs. The study commenced
in August 2021 and after positive initial preclinical results, a chronic dosing study in mice was initiated. We received further preclinical
results from the chronic dosing study in 2023 and amended the SRA to conduct additional studies which concluded in 2024. In 2024, we initiated
formulation development to develop prototypes of HT-ALZ. We plan to continue our work on optimizing our formulation as well as conduct
additional animal studies to confirm the mechanism of action prior to submitting a pre-IND submission to FDA.

The BioLexa Platform

We have obtained
an exclusive license from the University of Cincinnati 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”). The license enables us to develop the platform for any indications in humans.
The BioLexa Platform is a proprietary, patented, drug compound platform for the treatment of eczema. It combines an 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. We intend to develop the BioLexa Platform for use in patients following
the Section 505(b)(2) regulatory pathway of the FDA rules. Proceeding under this regulatory pathway, we will be able to rely upon publicly
available data with respect to gentamicin and the zinc chelator in our NDA submission to the FDA for marketing approval.

In December
2020, we received approval from the Belberry Human Research Ethics Committee in Australia to conduct our Phase 1b clinical trial of BioLexa.
Phase 1b of the trial was initiated in 2021 and final dosing of patients concluded in September 2022. At this time, we do not anticipate
conducting any further trials in Australia.

Preclinical Development

HT-004

On November
20, 2019, we entered into a license agreement with NC State pursuant to which NC State granted us an exclusive license to HT-004 for treating
allergic diseases. HT-004 is a potential disease-modifying agent that uses exon-skipping oligonucleotide-targeted methods to reduce mast
cell responses to immunoglobulin E (IgE)-directed antigens, which is one of the key mechanisms in the pathophysiology of asthma, atopic
dermatitis and other allergic diseases. HT-004 is currently under investigation for the treatment of asthma and allergies using inhalational
administration.

In December
2019, we entered a sponsored research agreement with NC State for proof of principle in targeting allergic inflammation in the airways.
Preclinical proof-of-concept data was generated in October 2020 supporting the efficacy of HT-004 after inhalational delivery in a mouse
model. Critical proof-of-concept studies in a humanized mouse model were completed in 2023. Further preclinical studies are underway at
NC State to study HT-004 in different animal models.

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HT-VA

On December
9, 2024, we entered into a license agreement with the Department of Veterans Affairs (the “VA”) pursuant to which the VA granted
us an exclusive license to HT-VA for treating obesity and obesity conditions. HT-VA is a glial cell line derived neurotrophic factor (“GDNF”)
being developed for the treatment of obesity and obesity-related diseases and conditions. HT-VA is being formulated to treat or prevent
obesity, metabolic syndrome, or insulin resistance by administering an effective amount of a pharmaceutical composition comprising of
one or more GDNF receptor agonists.

On July 25,
2025, we entered into a Cooperative Research and Development Agreement with the VA to conduct preclinical proof of principle in targeting
the efficacy of parental administration of GDNF at inducing weight loss and reduction of hepatic steatosis. The studies were completed
with positive initial results in January 2026.

Product Development Pipeline

The following table summarizes our product development
pipeline.

Competition

The biopharmaceutical industry utilizes rapidly
advancing technologies and is characterized by intense competition. There is also a strong emphasis on intellectual property and proprietary
products. In our segment of the biopharmaceutical industry, competition from different sources including major biopharmaceutical companies,
academic institutions, government agencies, and public and private research institutions will continue. Many of our competitors have significantly
greater financial resources and expertise in in research
and development, manufacturing, preclinical testing, conducting clinical trials, obtaining marketing approvals and marketing and selling
approved products than we do and may have progressed further toward approval and marketing. They also have greater name recognition
and better access to customers than us. In addition, smaller or early-stage companies may also prove to be significant competitors, particularly
through collaborative arrangements with large and established companies.

Manufacturing and Supply

We do not have any manufacturing capability and
therefore we currently rely on and intend to continue to rely on contract manufacturing organizations to produce our product candidates
in accordance with regulatory requirements.

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Commercialization

Our success depends not only on the successful
development and approval of our products candidates but also on the commercialization of our potential products. If and when our product
candidates receive regulatory approval, we intend to engage third parties such as pharmaceutical and biotechnology companies for the commercialization
of our products.

Intellectual Property Portfolio

Our goal is to obtain, maintain and enforce patent
protection for our products, formulations, processes, methods and other proprietary technologies, preserve our trade secrets, and operate
without infringing on the proprietary rights of other parties, both in the U.S. and in other countries. Our policy is to actively seek
the broadest intellectual property protection possible for our products, proprietary information and proprietary technology through a
combination of contractual arrangements and patents, both in the U.S. and elsewhere in the world. In addition, we intend to actively pursue
product life-cycle management initiatives to extend our market exclusivity.

We intend to cement our market exclusivity in
conjunction with our formulation-development partners through additional patents based on the pharmaceutical and clinical characteristics
of our product candidates in the proprietary formulation and through the introduction of line extensions such as combination drugs and
new formulations.

In addition to any granted patents, our products
may be eligible for market exclusivity to run concurrently with the term of the patent for up to three and a half years in the U.S. pursuant
to the Hatch-Waxman Act and pediatric exclusivity guideline and up to ten years of market exclusivity in the E.U. which includes eight
years of data exclusivity and two years of market exclusivity from the date we file an NDA or the European equivalent referred to as Marketing
Authorization Application.

We currently have licenses to five U.S. patents and two pending U.S.
patent applications, and we have licenses to four patents issued in Europe, Japan and Australia and eight pending patent applications
in foreign jurisdictions including Europe, Brazil, China, Japan, Canada and Hong Kong. We also hold one U.S. patent, four pending U.S.
patent applications (including three U.S. provisional patent applications), one European patent application, one Hong Kong patent application
and three pending PCT patent applications.

In addition to patents, we rely on trade secrets
and know-how and continuing technological innovation to develop and maintain our competitive position. However, trade secrets and know-how
can be difficult to protect. We take measures to protect and maintain the confidentiality of proprietary information in order to protect
aspects of the business that are not amenable to, or that we do not consider appropriate for, patent protection. We require employees,
consultants, outside scientific partners, sponsored researchers and other advisors to execute confidentiality agreements with us on or
prior to the commencement of employment or consulting relationships with us.

Government Regulations

Governmental authorities in the U.S. and other
countries extensively regulate the research, development, testing, manufacture, labeling, promotion, advertising, distribution and marketing
of pharmaceutical products, including biological products, and medical devices, such as those being developed by us. In the U.S., the
FDA regulates such products under the FDCA and the Public Health Services Act and implements related regulations. Failure to comply with
applicable FDA requirements, both before and after approval, may subject us to administrative and judicial sanctions, such as a delay
in approving or refusal by the FDA to approve pending applications, warning letters, product recalls, product seizures, total or partial
suspension of production or distribution, injunctions and/or criminal prosecution.

U.S. Food and Drug Administration Regulations

United States Drug Development

In the United States, the FDA regulates drugs
(including biological products, such as vaccines), medical devices and combinations of drugs and devices, or combination products, under
the FDCA and its implementing regulations. These products are also subject to other federal, state and local statutes and regulations.
The process of obtaining regulatory approvals and the subsequent compliance with appropriate federal, state, local and foreign statutes
and regulations requires the expenditure of substantial time and financial resources. Failure to comply with the applicable U.S. requirements
at any time during the product development process, approval process or after approval, may subject an applicant to administrative or
judicial sanctions. These sanctions could include, among other actions, the FDA’s refusal to approve pending applications, withdrawal
of an approval, a clinical hold, untitled or warning letters, requests for voluntary product recalls or withdrawals from the market, product
seizures, total or partial suspension of production or distribution injunctions, fines, refusals of government contracts, restitution,
disgorgement, or civil or criminal penalties. Any agency or judicial enforcement action could have a material adverse effect on us.

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The process required by the FDA before a drug
may be marketed in the United States generally involves the following:

●completion of extensive pre-clinical
laboratory tests, animal studies and formulation studies in accordance with applicable regulations, including the FDA’s Good Laboratory
Practice regulations;

●submission to the FDA of an
IND, which must become effective before human clinical trials may begin;

●performance of adequate and
well-controlled human clinical trials in accordance with an applicable IND and other clinical study related regulations, referred to
as good clinical practice (“GCP”), to establish the safety and efficacy of the proposed drug for its proposed indication;

●submission to the FDA of an
NDA or biologics license application (“BLA”);

●satisfactory completion of
an FDA pre-approval inspection of the manufacturing facility or facilities at which the product, or components thereof, are produced
to assess compliance with the FDA’s current good manufacturing practice (“cGMP”) requirements;

●potential FDA audit of the
clinical trial sites that generated the data in support of the NDA or BLA; and

●FDA review and approval of
the NDA or BLA prior to any commercial marketing or sale.

Human clinical trials are typically conducted
in three sequential phases that may overlap or be combined:

●Phase 1. The product is initially
introduced into a small number of healthy human subjects or patients and tested for safety, dosage tolerance, absorption, metabolism,
distribution and excretion and, if possible, to gain early evidence on effectiveness. In the case of some products for severe or life-threatening
diseases, especially when the product is suspected or known to be unavoidably toxic, the initial human testing may be conducted in patients.

●Phase 2. Involves clinical
trials in a limited patient population to identify possible adverse effects and safety risks, to preliminarily evaluate the efficacy
of the product for specific targeted diseases and to determine dosage tolerance and optimal dosage and schedule.

●Phase 3. Clinical trials are
undertaken to further evaluate dosage, clinical efficacy and safety in an expanded patient population at geographically dispersed clinical
trial sites. These clinical trials are intended to establish the overall risk/benefit relationship of the product and provide an adequate
basis for product labeling.

In February 2026, via an editorial published the
New England Journal of Medicine, the FDA Commissioner and the director of the FDA’s Center for Biologics Evaluation and Research
announced a policy shift whereby, going forward, the FDA’s default position will be a “a one-trial requirement,” meaning
that one adequate and well-controlled study, combined with confirmatory evidence, will serve as the basis of marketing authorization of
novel product candidates. See also FDA Guidance, Considerations for the use of the Plausible Mechanism Framework to Develop Individualized
Therapies that Target Specific Genetic Conditions with Known Biological Cause (Feb. 2026), which describes this new policy shift in
greater detail, as it relates specifically to individualized therapies that target specific genetic conditions. Confirmatory evidence
can include mechanistic science, data from a related indication, animal models, information from other drugs of the same class, real-world
evidence, or a second adequate and well-controlled study. The announcement represents a major shift from the FDA’s historical default
requirement of two pivotal clinical trials. However, as indicated by FDA representatives during informal interviews and other media appearances,
if the FDA shifts to only requiring a single trial, it may heighten the standard for these trials in terms of quality. For example, the
FDA indicated it will carefully examine all aspects of study design with particular focus on controls, end points, effect size, and statistical
protocols. The FDA may still require additional adequate and well-controlled studies if a product candidate has a nebulous, pluripotent,
or nonspecific mechanism of action; if it affects a labile, short-term, or surrogate outcome; or if a trial has some underlying limitation
or deficiency. The New England Journal of Medicine editorial also referenced a new post-market initiative being rolled out synchronously
to collect robust data on all drugs and devices; however, the FDA has not yet published guidance specific to this new data program. The
FDA has also not published formal guidance regarding the new one-trial default option or post-market surveillance initiative generally,
beyond the narrow application to individualized therapies that target specific genetic conditions, as outlined in FDA Guidance, Considerations
for the use of the Plausible Mechanism Framework to Develop Individualized Therapies that Target Specific Genetic Conditions with Known
Biological Cause (Feb. 2026).

Post-approval trials, sometimes referred to as Phase 4 clinical trials,
may be conducted after initial marketing approval. These studies are used to gain additional experience from the treatment of patients
in the intended therapeutic indication. In certain instances, the FDA may mandate the performance of Phase 4 trials if Phase 1, Phase
2 and Phase 3 clinical trials may not be completed successfully within any specified period, if at all. The FDA or the clinical trial
sponsor may suspend or terminate a clinical trial at any time on various grounds, including a finding that the research subjects or patients
are being exposed to an unacceptable health risk. Similarly, an Institutional Review Board (“IRB”), which oversees the conduct
of clinical trials, can suspend or terminate approval of a clinical trial at its institution if the clinical trial is not being conducted
in accordance with the IRB’s requirements or if the product has been associated with unexpected serious harm to patients. Additionally,
some clinical trials are overseen by an independent group of qualified experts organized by the clinical trial sponsor, known as a data
safety monitoring board or committee. This group provides authorization for whether a trial may move forward at designated check points
based on access to certain data from the study. The clinical trial sponsor may also suspend or terminate a clinical trial based on evolving
business objectives and/or competitive climate.

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Concurrent with clinical trials, companies usually
complete additional animal studies and must also develop additional information about the chemistry and physical characteristics of the
drug and finalize a process for manufacturing the product in commercial quantities in accordance with cGMPs. The manufacturing process
must be capable of consistently producing quality batches of the product candidate and, among other things, the manufacturer must develop
methods for testing the identity, strength, quality, and purity of the final drug. In addition, appropriate packaging must be selected
and tested, and stability studies must be conducted to demonstrate that the product candidate does not undergo unacceptable deterioration
over its shelf life.

FDA Review Process

The results of product development, pre-clinical studies and clinical
trials, along with descriptions of the manufacturing process, analytical tests conducted on the drug, proposed labeling and other relevant
information, are submitted to the FDA as part of an NDA for a new drug, or BLA for a biological product, requesting approval to market
the product. In addition, the Pediatric Research Equity Act (“PREA”), requires a sponsor to conduct pediatric clinical trials
for most drugs, for a new active ingredient, new indication, new dosage form, new dosing regimen, or new route of administration. Under
PREA, original NDAs and supplements must contain a pediatric assessment unless the sponsor has received a deferral or waiver. The required
assessment must evaluate the safety and effectiveness, or safety, purity, and potency of the product for the claimed indications in all
relevant pediatric subpopulations and support dosing and administration for each pediatric subpopulation for which the product is deemed
safe and effective, or safe, pure, and potent. The sponsor may request or the FDA may grant a deferral of pediatric clinical trials for
some or all of the pediatric subpopulations. A deferral may be granted for several reasons, including a finding that the drug is ready
for approval for use in adults before pediatric clinical trials are complete or that additional safety or effectiveness data needs to
be collected before the pediatric clinical trials begin. The FDA must send a non-compliance letter to any sponsor that fails to submit
the required assessment, keep a deferral current, or fails to submit a request for approval of a pediatric formulation.

The submission of an NDA or BLA is subject to
the payment of a substantial user fee, and the sponsor of an approved NDA or BLA is also subject to an annual program user fee; although
a waiver of such fee may be obtained under certain limited circumstances.

The FDA reviews all NDAs submitted before it accepts
them for filing and may request additional information rather than accepting an NDA for filing. Under the goals and policies agreed to
by the FDA under the Prescription Drug User Fee Act (“PDUFA”), the FDA’s goal to complete its substantive review of
a standard NDA and respond to the applicant is ten months from the receipt of the NDA. The FDA does not always meet its PDUFA goal dates,
and the review process is often significantly extended by FDA requests for additional information or clarification and may go through
multiple review cycles.

The review and evaluation of an NDA or BLA by
the FDA is extensive and time consuming and may take longer than originally planned to complete, and we may not receive a timely approval,
if at all.

Before approving an NDA, the FDA will conduct
a pre-approval inspection of the manufacturing facilities for the new product to determine whether they comply with cGMPs. The FDA will
not approve the product unless it determines that the manufacturing processes and facilities are in compliance with cGMP requirements
and adequate to ensure consistent production of the product within required specifications. In addition, before approving an NDA, the
FDA may also audit data from clinical trials to ensure compliance with GCP requirements.

There is no assurance that the FDA will ultimately
approve a product for marketing in the United States, and we may encounter significant difficulties or costs during the review process.
If a product receives marketing approval, the approval may be significantly limited to specific diseases and dosages or the indications
for use may otherwise be limited, which could restrict the commercial value of the product. Further, the FDA may require that certain
contraindications, warnings or precautions be included in the product labeling or may condition the approval of the NDA or BLA on other
changes to the proposed labeling, development of adequate controls and specifications, or a commitment to conduct post-market testing
or clinical trials and surveillance to monitor the effects of approved products. For example, the FDA may require Phase 4 clinical trials
to further assess drug safety and effectiveness and may require testing and surveillance programs to monitor the safety of approved products
that have been commercialized. The FDA may also place other conditions on approvals, including the requirement for a risk evaluation and
mitigation strategy (“REMS”), to assure the safe use of the drug.

Section 505(b)(2) Regulatory Approval Pathway

Section 505(b)(2) of the FDCA provides an alternate
regulatory pathway for approval of a new drug by allowing the FDA to rely on data not developed by the applicant. Specifically, Section
505(b)(2) permits the submission of an NDA where one or more of the investigations relied upon by the applicant for approval were not
conducted by or for the applicant and for which the applicant has not obtained a right of reference. The applicant may rely upon published
literature and/or the FDA’s findings of safety and effectiveness for an approved drug already on the market. Approval or submission
of a 505(b)(2) application, like those for abbreviated new drugs (“ANDAs”), may be delayed because of patent and/or exclusivity
rights that apply to the previously approved drug.

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A 505(b)(2) application may be submitted for a new chemical entity
(“NCE”) (i.e., an “active moiety” not previously approved by FDA in any other application) when some part of the
data necessary for approval is derived from studies not conducted by or for the applicant and when the applicant has not obtained a right
of reference.

Section 505(b)(2) applications also may be entitled
to marketing exclusivity if supported by appropriate data and information. Three-year new data exclusivity (also known as “New Clinical
Investigation” or “NCI” exclusivity) may be granted to the 505(b)(2) application, or a supplemental NDA, if one or more
clinical investigations conducted in support of the application, other than bioavailability/bioequivalence studies, are “essential
to” the approval and conducted or sponsored by the applicant. As described in recent FDA Guidance, FAQ on NCI Exclusivity (Feb.
2026), “essential to” means, with regard to an investigation, that there are no other data available that could support
approval of the 505(b)(2) application or supplemental NDA, as applicable, which could include changes such as a new indication, dosage
form, strength, dosing regimen, route of administration, Rx v. OTC status, significantly altered intended patient population, etc. Because
NCI exclusivity applies to the active ingredient, rather than the product, the drug used in the “new” clinical investigation
does not have to be the same as that approved for the application. For example, if a clinical investigation used a granule formulation
of a drug, but the new application is seeking approval for a tablet dosage form of that drug, which could be crushed and administered
similarly to the granule formulation, the clinical investigation nevertheless may qualify the tablet for NCI exclusivity, provided the
statutory and regulatory criteria are met. NCI exclusivity, if granted, begins on the date of approval of the new NDA or supplemental
NDA and prevents the FDA from approving (but not necessarily accepting for filing) an Abbreviated NDA (i.e., approval mechanism for generic
versions of the product) or a 505(b)(2) application that references the protected clinical data for the specific change (e.g., new indication,
dosage form, strength, dosing regimen, route of administration, Rx v. OTC status, significantly altered intended patient population, etc.),
unless the protected information can be “carved out” of the labeling.

Concurrently, five years of marketing exclusivity
(also known as “NCE” exclusivity) may be granted to a drug approved under a 505(b)(1) or 505(b)(2) application that contains
an active moiety not previously approved by the FDA in any other application (i.e., an NCE). Here, “active moiety” means the
molecule or ion, excluding those appended portions of the molecule that cause the drug to be an ester, salt (including a salt with hydrogen
or coordination bonds), or other noncovalent derivative (such as a complex, chelate, or clathrate) of the molecule, responsible for the
physiological or pharmacological action of the drug substance. The exclusivity period lasts five years from the date of NDA approval and
generally bars the FDA from accepting (and, for four years, even filing) an Abbreviated NDA or a 505(b)(2) application that references
the innovator drug/active ingredient, except that a patent challenge may be submitted after four years. NCE exclusivity attaches to the
active ingredient (active moiety) itself—not to a particular indication—meaning it provides exclusivity for the drug across
all approved uses, rather than on an indication-by-indication basis, but it also means that a drug with a single active ingredient cannot
be granted multiple periods of NCE exclusivity for multiple indications.

Pediatric exclusivity is another type of marketing
exclusivity available in the United States. Pediatric exclusivity provides for an additional six months of marketing exclusivity attached
to an existing period of regulatory exclusivity or available patent term if a sponsor conducts clinical trials in children in response
to a “written request” from the FDA. The issuance of a written request does not require the sponsor to undertake the described
clinical trials, and the FDA’s grant of pediatric exclusivity does not require the FDA to approve labeling containing information
on pediatric use based on the studies conducted.

See the section titled, “Orphan Drug Designation,”
below, for a discussion on another type of marketing exclusivity – Orphan Drug Exclusivity.

Orange Book Listing and Paragraph IV Certification

For NDA submissions, including those under Section
505(b)(2), applicants are required to list with the FDA certain patents with claims that cover the applicant’s product. Upon approval,
each of the patents listed in the application is published in Approved Drug Products with Therapeutic Equivalence Evaluations,
commonly referred to as the Orange Book. Any applicant who subsequently files an ANDA or 505(b)(2) NDA that references a drug listed in
the Orange Book must certify to the FDA that (1) no patent information on the drug product that is the subject of the application has
been submitted to the FDA; (2) such patent has expired; (3) the date on which such patent expires; or (4) such patent is invalid or will
not be infringed upon by the manufacture, use or sale of the drug product for which the application is submitted. This last certification
is known as a Paragraph IV Certification.

If an applicant has provided a Paragraph IV Certification
to the FDA, the applicant must also send notice of the Paragraph IV Certification to the holder of the NDA for the approved drug and the
patent owner once the application has been accepted for filing by the FDA. The NDA holder or patent owner may then initiate a patent infringement
lawsuit in response to notice of the Paragraph IV Certification. The filing of a patent infringement lawsuit within 45 days of the receipt
of a Paragraph IV Certification prevents the FDA from approving the ANDA or 505(b)(2) application until the earlier of 30 months from
the date of the lawsuit, the applicant’s successful defense of the suit, or expiration of the patent.

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Reimbursement

Potential sales of any of our product candidates,
if approved, will depend, at least in part, on the extent to which such products will be covered by third-party payors, such as government
health care programs, commercial insurance and managed healthcare organizations. These third-party payors are increasingly limiting coverage
and/or reducing reimbursements for medical products and services. A third-party payor’s decision to provide coverage for a drug
product does not imply that an adequate reimbursement rate will be approved. Further, one payor’s determination to provide coverage
for a drug product does not ensure that other payors will also provide coverage for the drug product. In addition, the U.S. government,
state legislatures and foreign governments have continued implementing cost-containment programs, including price controls, restrictions
on reimbursement and requirements for substitution of generic products. Adoption of price controls and cost-containment measures, and
adoption of more restrictive policies in jurisdictions with existing controls and measures, could further limit our future revenues and
results of operations. Decreases in third-party reimbursement or a decision by a third-party payor to not cover a product candidate, if
approved, or any future approved products could reduce physician usage of our products, and have a material adverse effect on our sales,
results of operations and financial condition.

There is also significant uncertainty related
to the insurance coverage and reimbursement of newly approved products, and coverage may be more limited than the purposes for which the
medicine is approved by the FDA or comparable foreign regulatory authorities. In the United States, CMS, an agency within the DHHS, determines
whether and to what extent a new medicine will be covered and reimbursed under Medicare. The Medicare Part D program provides a voluntary
outpatient drug benefit to Medicare beneficiaries for certain products. We do not know whether our product candidates, if approved, will
be eligible for coverage under Medicare Part D, but individual Medicare Part D plans offer coverage subject to various factors such as
those described above. Furthermore, private payors often follow Medicare coverage policies and payment limitations in setting their own
coverage policies. Factors payors frequently consider in determining reimbursement are whether the product is: (a) a covered benefit under
its health plan; (b) safe, effective, and medically necessary; (c) appropriate for the specific patient; (d) cost-effective; and (e) neither
experimental nor investigational. These policies, including government-funded health care as a whole, face uncertainty under the Trump
Administration.

Orphan Drug Designation

Under the Orphan Drug Act, the FDA may grant orphan
designation to a drug or biologic intended to treat a rare disease or condition, which is a disease or condition that affects fewer than
200,000 individuals in the United States, or more than 200,000 individuals in the United States for which there is no reasonable expectation
that the cost of developing and making available in the United States a drug or biologic for this type of disease or condition will be
recovered from sales in the United States for that drug or biologic. Orphan drug designation must be requested before submitting an NDA
or BLA. After the FDA grants orphan drug designation, the generic identity of the therapeutic agent and its potential orphan use are disclosed
publicly by the FDA. The orphan drug designation does not convey any advantage in, or shorten the duration of, the regulatory review or
approval process.

If a product that has orphan drug designation subsequently receives
the first FDA approval for the disease for which it has such designation, the product is entitled to orphan drug exclusive approval (or
exclusivity), which as codified by the Consolidated Appropriations Act of 2026, means that the FDA may not approve any other applications,
including a full NDA or BLA, to market the same drug for the “same approved use or indication within such rare disease or condition”
for seven years, except in limited circumstances, such as a showing of clinical superiority to the product with orphan drug exclusivity.
Orphan drug exclusivity does not prevent the FDA from approving a different drug or biologic for the same disease or condition, or the
same drug or biologic for a different disease or condition. Among the other benefits of orphan drug designation are tax credits for certain
research and a waiver of the application user fee.

A designated orphan drug may not receive orphan
drug exclusivity if it is approved for a use that is broader than the indication for which it received orphan designation. In addition,
exclusive marketing rights in the United States may be lost if the FDA later determines that the request for designation was materially
defective or if the manufacturer is unable to assure sufficient quantities of the product to meet the needs of patients with the rare
disease or condition.

In 2025, Congress passed the “One Big Beautiful
Bill Act” (“OBBBA”) (also known as the “2025 Budget Reconciliation Act”), which decreased orphan drug risk
under the Inflation Reduction Act (“IRA”). As originally enacted, the IRA excluded from the Drug Price Negotiation Program
orphan drugs that treat a single rare disease, but, if a drug held an orphan designation for more than one rare disease or condition,
it would not be excluded from the Drug Price Negotiation Program, which disincentivized companies to test whether existing treatments
for rare diseases also benefit other rare diseases. However, under OBBBA, Congress expanded the Drug Price Negotiation Program orphan
drug exclusion to apply to orphan drugs with one or more orphan designations. This means that orphan drugs that treat multiple rare conditions
will now receive a complete exemption from price negotiations, as long as the drug has not been approved for any non-orphan uses.

8

Healthcare Laws and Regulations

Sales of our product candidates, if approved,
or any other future product candidate will be subject to healthcare regulation and enforcement by the federal government and the states
and foreign governments in which we might conduct our business. The healthcare laws and regulations that may affect our ability to operate
include the following:

●The federal Anti-Kickback Statute
makes it illegal for any person or entity to knowingly and willfully, directly or indirectly, solicit, receive, offer, or pay any remuneration
that is in exchange for or to induce the referral of business, including the purchase, order, lease of any good, facility, item or service
for which payment may be made under a federal healthcare program, such as Medicare or Medicaid. The term “remuneration” has
been broadly interpreted to include anything of value.

●Federal false claims and false
statement laws, including the federal civil False Claims Act, prohibits, among other things, any person or entity from knowingly presenting,
or causing to be presented, for payment to, or approval by, federal programs, including Medicare and Medicaid, claims for items or services,
including drugs, that are false or fraudulent.

●Health Insurance Portability
and Accountability Act of 1996 (“HIPAA”) created additional federal criminal statutes that prohibit among other actions,
knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program, including private third-party
payors or making any false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits,
items or services.

●HIPAA, as amended by the Health
Information Technology for Economic and Clinical Health Act of 2009 and their implementing regulations, impose obligations on certain
types of individuals and entities regarding the electronic exchange of information in common healthcare transactions, as well as standards
relating to the privacy and security of individually identifiable health information.

●The federal Physician Payments
Sunshine Act requires certain manufacturers of drugs, devices, biologics and medical supplies for which payment is available under Medicare,
Medicaid or the Children’s Health Insurance Program, with specific exceptions, to report annually to the Centers for Medicare &
Medicaid Services information related to payments or other transfers of value made to physicians and teaching hospitals, as well as ownership
and investment interests held by physicians and their immediate family members.

Also, many states have similar laws and regulations,
such as anti-kickback and false claims laws that may be broader in scope and may apply regardless of payor, in addition to items and services
reimbursed under Medicaid and other state programs. Additionally, we may be subject to state laws that require pharmaceutical companies
to comply with the federal government’s and/or pharmaceutical industry’s voluntary compliance guidelines, state laws that
require drug manufacturers to report information related to payments and other transfers of value to physicians and other healthcare providers
or marketing expenditures, as well as state and foreign laws governing the privacy and security of health information, many of which differ
from each other in significant ways and often are not preempted by HIPAA.

Additionally, to the extent that our product is
sold in a foreign country, we may be subject to similar foreign laws.

Employees

As of March 26, 2025, we employed a total of 2
full-time employees, 3 employee consultants, and 1 part-time employee. We are not a party to any collective bargaining agreements. We
believe that we maintain good relations with our employees.

Our Corporate Information and History

We were incorporated as a Nevada corporation on
May 16, 2017. On June 5, 2019, we formed our wholly owned subsidiary, Hoth Therapeutics Australia Pty Ltd, under the laws of the State
of Victoria in Australia and, on October 4, 2023, we formed our wholly owned subsidiary, merveille.ai, under the laws of the State of
Nevada. Our principal executive offices are located at 720 Monroe Street, Suite E514, Hoboken, NJ 07030 and our telephone number is (866)
239-7459.

9

Available Information

Our website address is www.hoththerapeutics.com.
The contents of, or information accessible through, our website are not part of this Annual Report, and our website address is included
in this document as an inactive textual reference only. We make our filings with the U.S. Securities and Exchange Commission (“SEC”),
including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports,
available free of charge on our website as soon as reasonably practicable after we file such reports with, or furnish such reports to,
the SEC. The public may read and copy the materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE,
Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
Additionally, the SEC maintains an internet site that contains reports, proxy and information statements and other information. The address
of the SEC’s website is www.sec.gov. The information contained in the SEC’s website is not intended to be a part of this Annual
Report.