AIkido Pharma Inc (AIKI)

[Viewmont]

The Distribution

Distributing company AIkido Pharma Inc., a Delaware corporation (“AIkido”).

Distributed company Hoth Therapeutics, Inc., a Nevada corporation (“Hoth”).

Securities to be distributed 70,000 shares of Hoth common stock will be distributed to AIkido’s stockholders.

Reasons for the distribution Aikido’s management and board of directors periodically reviews and assesses strategic alternatives to ensure that all of its assets are being utilized in the best manner to create value for AIkido and its stockholders. Aikido’s management and board of directors has determined that the best strategy for realizing value for its shareholders is to distribute 70,000 shares of common stock of Hoth to its stockholders.

Distribution ratio and record date Each holder of AIkido common stock as of the close of business on , 2020, the record date for the distribution, will receive a dividend of share of Hoth common stock for each shares of AIkido common stock held by such holder.

Manner of effecting the distribution The distribution will consist of AIkido’s payment of a dividend to AIkido’s stockholders in the form of shares of Hoth common stock. No vote or approval of AIkido’s stockholders is required in connection with the distribution. You will not be required to make any payment, or to surrender or exchange your shares of AIkido’s common stock, or take any other action to receive your shares of our common stock, and Aikido’s stockholders will continue to own all shares of AIkido common stock held by them. If you own AIkido common stock as of the close of business on the record date, AIkido, with the assistance of Continental Stock Transfer & Trust Company (“Continental”), the distribution agent and Hoth’s transfer agent, will electronically issue shares of our common stock to you or to your brokerage firm on your behalf by way of direct registration in book-entry form. Continental will mail to you a book-entry account statement that reflects your shares of Hoth common stock, or your bank or brokerage firm will credit your account for the shares. If you sell shares of AIkido common stock in the market up to and including through the distribution date, you will be selling your right to receive shares of Hoth common stock in the distribution. Following the distribution, stockholders may request that their shares be transferred to a brokerage or other account at any time, without charge. Please see “The Distribution — Direct Registration System” section of this prospectus for a more detailed description of the direct registration system and how shares of Hoth common stock may be sold and transferred.

Expected distribution date On or about , 2020

Distribution agent, transfer agent and registrar for the shares Continental will be the distribution agent for the distribution and the transfer agent and registrar for Hoth common stock following the distribution.

United States federal income tax consequences of the distribution AIkido expects that the distribution will be treated as a taxable distribution in an amount equal to the fair market value of the Hoth shares on the distribution date. This amount will be treated as a dividend to the extent of any current or accumulated earnings and profits of AIkido, including any gain resulting from the distribution, with the excess treated as a non-taxable return of capital, to the extent of a holder’s tax basis in AIkido common stock and any remaining excess treated as capital gain. For a discussion of the tax consequences to AIkido and AIkido’s stockholders of the distribution, see the “Material United States Federal Income Tax Considerations” section of this prospectus. AIkido’s stockholders should consult with their own individual tax advisors regarding the tax consequences of the distribution.

Trading market Hoth’s shares of common stock are presently listed on The Nasdaq Capital Market under the symbol “HOTH.”

Relationship with AIkido after the distribution Immediately following the completion of the distribution, AIkido will own approximately % of our outstanding shares of common stock. We are a party to agreements with AIkido relating to its ownership of our common stock and other matters as described in the “Certain Relationships and Related Party Transactions” section of this prospectus.

Risk factors You should carefully consider the matters discussed in the “Risk Factors” section of this prospectus.

https://thefly.com/landingPageNews.php?id=3061607&headline=HOTH;AIKI-Hoth-Therapeutics-HaloVax-to-advance-application-of-VaxCelerate