[144] Palantir Technologies Inc. SEC Filing

Rhea-AI Filing Summary

Hoth Therapeutics, Inc. (NASDAQ: HOTH) filed a Form S-8 to register 2,000,000 additional common shares for issuance under its Amended & Restated 2022 Omnibus Equity Incentive Plan. Following shareholder approval on 5-Aug-2025, the total pool available under the plan rose to 3,091,317 shares, up from 1,091,317. The filing is made pursuant to General Instruction E, incorporating prior S-8 registrations (File Nos. 333-265984, 333-274125, 333-281610).

The company is classified as a non-accelerated filer and smaller reporting company. No financial results, earnings guidance, or transactional disclosures are included; the document solely registers equity compensation securities. Sheppard, Mullin, Richter & Hampton LLP provided the legal opinion (Exhibit 5.1) and WithumSmith+Brown, PC consented as auditor (Exhibit 23.1).

Once effective, the newly registered shares can be issued through option, RSU or other award agreements listed in the exhibit index. Signature pages include CEO Robb Knie and CFO David Briones, with a blanket power of attorney for future amendments.

Positive

• Shareholder approval on 5-Aug-2025 demonstrates investor support for the equity incentive plan.
• Expanded share reserve ensures the company can continue to grant stock-based awards to attract and retain talent.

Negative

• Potential dilution: registration of 2,000,000 additional shares may increase the share count when awards are exercised or vest.

Insights

Equity Compensation Analyst

TL;DR: Registers 2 M new plan shares; routine, limited market impact.

The filing simply tops up the 2022 equity plan, bringing capacity to ~3.1 M shares. This is a standard administrative action that enables continued stock-based compensation. While the pool expansion could introduce incremental dilution when awards vest, no immediate issuance or financial outlay occurs. Because Hoth is a micro-cap with frequent equity incentives, the additional shares help attract talent but do not, by themselves, alter valuation fundamentals. No change to control provisions or plan terms beyond share count is disclosed.

Corporate Governance Specialist

TL;DR: Shareholders approved plan amendment; governance procedure appears proper.

The document confirms shareholder authorization for the increase, satisfying best-practice governance. Prior S-8 filings are cross-referenced, and requisite consents/opinions are attached. The power-of-attorney language is typical. No red flags around board approval, timing, or required disclosures emerge. Therefore, the action is procedurally sound and not materially impactful to governance risk profiles.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	30000	4819800.00	2274261581	08/05/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	12/22/2020	Previously Exercised Stock Options	issuer			30000	12/22/2020	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
10b5-1 Sales for RYAN D. TAYLOR 1200 17th Street, Floor 15 Denver CO 80202	Common	07/15/2025	33335	5000250.00
10b5-1 Sales for RYAN D. TAYLOR 1200 17th Street, Floor 15 Denver CO 80202	Common	07/01/2025	33335	4510452.18
RYAN D. TAYLOR 1200 17th Street, Floor 15 Denver CO 80202	Common	05/21/2025	3936	495798.94
RYAN D. TAYLOR 1200 17th Street, Floor 15 Denver CO 80202	Common	05/20/2025	35480	4484442.44

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

Why did HOTH file a new Form S-8 on 5-Aug-2025?

To register 2,000,000 additional shares for issuance under its Amended & Restated 2022 Omnibus Equity Incentive Plan.

How many total shares are now reserved under HOTH's 2022 Equity Plan?

The share reserve increased to 3,091,317 following shareholder approval.

Does the filing immediately increase HOTH's shares outstanding?

No. Shares are only issued when equity awards are granted and subsequently exercised or vest.

What filer status does HOTH report in this S-8?

HOTH identifies as a non-accelerated filer and a smaller reporting company.

Which law firm provided the opinion for this registration?

Sheppard, Mullin, Richter & Hampton LLP issued the legal opinion (Exhibit 5.1).

Were prior S-8 registrations incorporated?

Yes, prior filings 333-265984, 333-274125, 333-281610 are incorporated by reference.