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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May
15, 2026
Hoth Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
| Nevada |
|
001-38803 |
|
82-1553794 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I. R. S. Employer
Identification No.) |
720 Monroe Street, Suite E514
Hoboken, NJ 07030
(Address of principal executive offices, including
ZIP code)
(866) 239-7459
(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 |
| Common stock, $0.0001 par value |
|
HOTH |
|
The Nasdaq Stock Market LLC |
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 1.01 Entry into a Material Definitive
Agreement.
On May 15, 2026 (the "Effective Date"), Rocket One Inc. (“Rocket
One”), a newly formed subsidiary of Hoth Therapeutics, Inc. (the “Company”), entered into two exclusive license agreements
(collectively, the “VCU License Agreements”) with the Virginia Commonwealth University Intellectual Property Foundation (“VCU”)
as further described below.
Pursuant to the License Agreements, VCU granted Rocket One an exclusive,
royalty-bearing license to certain patents to, among other things, make, use, sell, and import Licensed Products and otherwise perform
Licensed Services, with the right to Sublicense in the Field of Use (as defined herein). Additionally, VCU granted Rocket One a non-exclusive,
royalty-bearing, worldwide license to the Licensed Technical Information to, among other things, make, use, sell, and import Licensed
Products and otherwise perform Licensed Services with the right to Sublicense in the Field of Use. “Field of Use” means commercial
use for data centers and artificial intelligence.
Unless terminated earlier pursuant to their respective
terms, the License Agreements shall remain effective until the expiration of the last to expire Licensed Patents, or 15 years from the
first commercial sale of a Licensed Product or Licensed Service, whichever is later.
Pursuant to License Agreements, Rocket One shall pay VCU: (i) a royalty
payment equal to a mid single digit percentage of the Net Sales of Licensed Products and Licensed Services that are covered by the Licensed
Patents, subject to adjustment; (ii) a royalty payment equal to a low single digit percentage of the Net Sales of Licensed Products and
Licensed Services that are covered by the Licensed Technical Information, subject to adjustment; (iii) a low double digit percentage of
Sublicensing Revenue; and (iv) minimum annual payments ranging from low five figures to mid five figures, increasing with time. With respect
to one of the License Agreements, Rocket One also paid VCU a low five digit figure upon execution of such agreement. In addition, Rocket
One has agreed to reimburse VCU for all reasonable legal expenses incurred in filing, prosecuting, and maintaining the Licensed Patents
under the License Agreements.
All capitalized terms not otherwise defined herein shall have the meanings
ascribed to such terms in the respective License Agreement.
The foregoing description of the License Agreements does not purport
to be complete and is qualified in its entirety by reference to the License Agreements, copies of which are filed as Exhibit 10.1 and
10.2 this Current Report on Form 8-K and are incorporated herein by reference.
Item 8.01 Other Events.
On May 19, 2026, the Company issued a press release
announcing its intended name change to “Rocket One, Inc.” and its intent to restructure
its business to position the Company to pursue opportunities in artificial intelligence infrastructure, next-generation semiconductor
technologies, and ultra-low-power AI computing. A copy of the press release is filed as Exhibit 99.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1# |
|
Exclusive License Agreement between the Company and Virginia Commonwealth University Intellectual Property Foundation dated May 15, 2026 |
| 10.2# |
|
Exclusive License Agreement between the Company and Virginia Commonwealth University Intellectual Property Foundation dated May 15, 2026 |
| 99.1 |
|
Press Release of Hoth Therapeutics, Inc. dated May 19, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
| # | Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential
portions of this exhibit were omitted by means of marking such portions with an asterisk because the identified confidential portions
(i) are not material and (ii) is the type that the Company treats as private or confidential. |
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: May 21, 2026 |
Hoth Therapeutics, Inc. |
| |
|
| |
/s/ Robb Knie |
| |
Robb Knie |
| |
Chief Executive Officer |
3
Exhibit 99.1
AI Chip Energy Efficiency: Hoth Therapeutics
Restructures as Rocket One Inc. to Enter
the AI Semiconductor
Infrastructure Market with Acquisition of Exclusive
Rights to Next Generation AI Semiconductor Acceleration
Technology Built on Non-Volatile Nanomagnetic
Semiconductor Architecture
Company Targets Power Demands of AI Data
Centers Through
Patented Nanomagnetic Semiconductor and Spintronic Computing
Technologies for AI, Defense, and Space Applications
HOBOKEN, NJ — May 19, 2026 —
(NASDAQ: HOTH) (“Hoth” or the “Company”) today announced that it intends to change its name to Rocket
One, Inc. (“Rocket One”), and to restructure its business to position the Company, through its recently
formed wholly-owned subsidiary, to pursue opportunities in artificial intelligence infrastructure, next-generation semiconductor
technologies, and ultra-low-power AI computing.
Under its soon to be newly rebranded
name, Rocket One, Inc., and the newly obtained licenses, the Company will enter the expanding AI
semiconductor market, with exclusive rights to AI Semiconductor Acceleration Technology Built on Non-Volatile Nanomagnetic
Semiconductor Architecture and to spintronic computing technologies developed at Virginia Commonwealth
University (“VCU”) targeting one of the largest challenges facing artificial intelligence today: power
consumption and computing efficiency.
The Company intends to continue its
biotechnology programs and is exploring placing its biotechnology assets in a separate, wholly owned subsidiary.
The refocusing of the business was
unanimously approved by the Company’s Board of Directors. Additional details regarding the licenses and proposed business will
be included in a Current Report on Form 8-K that will be filed timely with the Securities and Exchange
Commission.
AI Infrastructure Is Reaching a Breaking Point
Artificial intelligence has become the defining
workload of modern computing, driving an unprecedented global buildout of AI data centers, autonomous systems, edge AI infrastructure,
and high-performance computing environments.
But the AI industry is increasingly constrained by:
| ● | escalating
power consumption |
| ● | rising infrastructure costs |
As demand for large language models, generative
AI, and autonomous systems accelerates globally, the world’s largest technology companies are actively searching for next-generation
semiconductor architectures capable of delivering dramatically improved efficiency beyond conventional silicon approaches.
The Company believes solving these infrastructure
constraints represents one of the most significant opportunities in the future of artificial intelligence.
Exclusive AI Semiconductor and Spintronic Computing Portfolio
Rocket One has secured exclusive rights to what it believes are two
complementary spintronic semiconductor technologies. And
Nanomagnetic Matrix Multiplier — AI Hardware Acceleration
The Company secured exclusive rights to
“A compact, low-energy, non-volatile nanomagnetic matrix multiplier as a hardware accelerator for machine learning and
artificial intelligence.”
Matrix multiplication is the foundational operation
underlying virtually all modern AI workloads, including transformer architectures powering large language models and generative artificial
intelligence systems.
The licensed architecture is designed to support:
| ● | ultra-low-power AI acceleration |
| ● | next-generation AI inference |
| ● | advanced memory efficiency |
| ● | intelligent autonomous platforms |
| ● | distributed AI infrastructure |
The second technology utilizes electron spin
rather than conventional charge-based semiconductor approaches and is intended to address growing energy efficiency constraints in AI
computing infrastructure.
Spintronic Memory Platform — Defense, Autonomous Systems,
and Space Computing
Rocket One secured exclusive rights to spintronic
memory technologies designed for advanced computing and information processing applications with potential relevance to:
| ● | radiation-tolerant computing |
| ● | autonomous aerospace systems |
| ● | next-generation intelligent systems |
The Company believes the same underlying spintronic
physics supporting AI acceleration may also provide long-term opportunities across defense and space-based computing infrastructure markets.
Building an AI Infrastructure Platform
The Company intends to pursue a capital-efficient growth strategy
focused on:
| ● | semiconductor infrastructure partnerships |
| ● | AI hardware commercialization |
| ● | defense and aerospace opportunities |
| ● | advanced compute infrastructure |
| ● | intelligent edge systems |
The Company also plans to expand leadership with expertise spanning:
| ● | semiconductor operations |
| ● | advanced computing architectures |
| ● | high-performance computing |
Management Commentary
“Artificial intelligence is rapidly transforming
every major industry, but the infrastructure powering AI is approaching critical energy and efficiency limits,” said Robb Knie,
Chief Executive Officer.
“We believe next-generation semiconductor
architectures capable of dramatically improving power efficiency, memory performance, and intelligent computing scalability represent
one of the largest opportunities in global technology today. Rocket One is being built to position the Company to participate in
the future of AI infrastructure.”
Biotechnology Operations Continue Under Subsidiary Structure
The Company ’s is exploring placing
its biotechnology pipeline and therapeutic development programs under a separate, wholly owned subsidiary with
dedicated management and operational resources. The restructuring is intended to preserve the value of the biotechnology portfolio
for shareholders while enabling the parent company to pursue emerging opportunities in AI semiconductor infrastructure and advanced computing
technologies.
About Rocket One, Inc.
Rocket One Inc. is focused on the development and commercialization
of spintronic computing technologies for artificial intelligence hardware acceleration and radiation-tolerant computing applications.
The Company holds exclusive rights to technologies licensed for nanomagnetic matrix multiplier architecture designed as a hardware accelerator
for machine learning and artificial intelligence workloads, and a skyrmion-based spintronic memory technology with potential applications
in radiation-tolerant computing for defense and space systems.
Forward-Looking Statements
This press release contains
“forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, including statements regarding the Company’s corporate restructuring, strategic direction,
the development potential of the licensed technologies, anticipated future operations, planned hires, planned acquisitions, planned
research relationships, and the market opportunities described herein. These forward-looking statements are based on the
Company’s current expectations and assumptions and are subject to numerous risks and uncertainties. Risks include, without
limitation: the early-stage nature of the licensed technologies and the absence of any commercial product; the substantial
additional capital the Company will require to execute its strategic plan; the Company’s ability to raise such capital on
acceptable terms or at all; competition from larger and better-funded companies in the semiconductor, AI hardware, and defense
computing sectors; the Company’s ability to recruit and retain qualified leadership and technical personnel; the
Company’s ability to identify, finance, and complete strategic acquisitions on acceptable terms; the Company’s ability
to comply with diligence milestones under the VCU license agreements, the failure of which could result in loss of license rights;
intellectual property risks, including that one of the licensed patents is a patent application that has not yet issued and may
issue, if at all, with claims narrower than currently sought; government use rights and other limitations on the licensed
technologies arising from federal research funding under the Bayh-Dole Act; uncertainties in the demand for spintronic computing
solutions; the risks of operating in a regulated industry; and the risks inherent in a corporate restructuring, including those
affecting the Company’s existing biotechnology operations and shareholder base.
Additional risk factors are described in the Company’s filings
with the Securities and Exchange Commission, including the Form 8-K filed concurrently with this press release and the Company’s
most recent Annual Report on Form 10-K and subsequent quarterly reports. Forward-looking statements speak only as of the date of this
press release, and the Company undertakes no obligation to update such statements except as required by law.
Investor Contact:
LR Advisors LLC
Email: investorrelations@hoththerapeutics.com
www.hoththerapeutics.com
Phone: (678) 570-6791
