Pasithea Therapeutics: Material Rights Modification for Stock & Warrants

TL;DR

**Pasithea Therapeutics just changed shareholder rights and warrant terms, so check your holdings!**

AI Summary

Pasithea Therapeutics Corp. filed an 8-K on January 2, 2024, reporting a material modification to the rights of its security holders, specifically regarding its common stock and warrants, effective December 29, 2023. This filing indicates potential changes to the terms of ownership for shareholders and warrant holders, which could impact the value or control associated with their investments. Investors should understand these modifications as they might affect their voting power, dividend rights, or the exercise terms of warrants, potentially diluting existing shares or altering future profitability.

Why It Matters

This filing signals changes to shareholder rights and warrant terms, which could directly impact the value and control of existing investments in Pasithea Therapeutics Corp.

Risk Assessment

Risk Level: medium — Changes to security holder rights can significantly alter investment value and control, introducing uncertainty for current and prospective investors.

Analyst Insight

Investors should carefully review the full details of the 'Material Modifications to Rights of Security Holders' and 'Amendments to Articles of Incorporation or Bylaws' once available to understand the precise impact on their common stock and warrant holdings in Pasithea Therapeutics Corp.

Key Players & Entities

• Pasithea Therapeutics Corp. (company) — the registrant filing the 8-K
• December 29, 2023 (date) — date of earliest event reported
• January 2, 2024 (date) — date the 8-K was filed
• 001-40804 (other) — Commission File Number
• 85-1591963 (other) — IRS Employer Identification No.

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share KTTA The Nasdaq Capital M

Filing Documents

• ea190803-8k_pasithea.htm (8-K) — 64KB
• ea190803ex3-1_pasithea.htm (EX-3.1) — 38KB
• ea190803ex3-2_pasithea.htm (EX-3.2) — 106KB
• ea190803ex3-3_pasithea.htm (EX-3.3) — 6KB
• ea190803ex3-4_pasithea.htm (EX-3.4) — 9KB
• 0001213900-24-000296.txt ( ) — 486KB
• ktta-20231229.xsd (EX-101.SCH) — 4KB
• ktta-20231229_def.xml (EX-101.DEF) — 26KB
• ktta-20231229_lab.xml (EX-101.LAB) — 36KB
• ktta-20231229_pre.xml (EX-101.PRE) — 25KB
• ea190803-8k_pasithea_htm.xml (XML) — 5KB

03. Material Modification to Rights

Item 3.03. Material Modification to Rights of Security Holders. The information contained in

03 below is incorporated by reference into this Item 3.03

Item 5.03 below is incorporated by reference into this Item 3.03.

03. Amendments to Articles of Incorporation

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Amended and Restated Certificate of Incorporation As disclosed in Item 5.07 below, at the reconvened portion of the 2023 Annual Meeting of Stockholders (the "Reconvened Meeting") of Pasithea Therapeutics Corp. (the "Company") held on December 29, 2023, the Company's stockholders approved an amendment and restatement of the Company's Amended and Restated Certificate of Incorporation (the "Certificate," as amended and restated, the "Restated Certificate") to include the following changes, which the Company believes represent best practices and improve the quality of the Company's corporate governance practices: provide for processes and procedures for the appointment of additional directors to the Board of Directors of the Company (the "Board") required by the terms of any preferred stock that may be issued by the Company; remove the ability of stockholders to call special meetings of the stockholders (the Company's Amended and Restated Bylaws (the "Bylaws") currently restrict stockholders' ability to call special meetings, but upon approval of Proposal 4 it will instead be included in the Restated Certificate); provide that the Board may establish one or more committees thereof, subject to the Bylaws; provide that, subject to the rights of the holders of any outstanding class of preferred stock, the number of authorized shares of any class of the Company's common stock, par value $0.0001 per share (the "Common Stock"), or preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the outstanding shares of the Common Stock entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the Delaware General Corporation Law (the "DGCL"); and provide for exculpation of the officers of the Company from monetary liability in certain circumstances, pursuant

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On December 29, 2023, the Company reconvened and completed the Reconvened Meeting, which had been partially adjourned on December 19, 2023 and further adjourned on December 28, 2023. At the Reconvened Meeting, the Company's stockholders voted on the four proposals listed below. These proposals are described in detail in the Proxy Statement. Of the 20,836,623 shares of Common Stock outstanding and entitled to vote at the Reconvened Meeting, 15,366,446 shares of Common Stock were represented in person or by proxy at the Reconvened Meeting, thereby constituting a quorum. The voting results on each of the proposals acted upon at the Reconvened Meeting are set forth below: Proposal 4 related to the adoption and approval of the Restated Certificate, which Restated Certificate would also include the below amendments to effect material changes set forth as separate Proposals 5(A) through 5(C). Proposal 4 was approved by a majority of the voting power of the issued and outstanding shares of Common Stock that are entitled to vote on the proposal, based upon the following votes: FOR AGAINST ABSTAIN BROKER NON-VOTES 10,473,045 1,529,403 449,021 2,914,977 Proposal 5(A) related to the adoption and approval of an amendment to the Certificate to classify the Board into three classes with staggered three-year terms and to provide that removal of directors shall only be for cause. Proposal 5(A) was approved by a majority of the voting power of the issued and outstanding shares of Common Stock that are entitled to vote on the proposal, based upon the following votes: FOR AGAINST ABSTAIN BROKER NON-VOTES 10,655,430 1,795,048 991 2,914,977 3 Proposal 5(B) related to the adoption and approval of an amendment to the Certificate to prohibit the ability of stockholders to take action by written consent. Proposal 5(B) was approved by a majority of the voting power of the issued and outstanding shares o

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Second Amended and Restated Certificate of Incorporation of Pasithea Therapeutics Corp., dated December 29, 2023. 3.2 Second Amended and Restated Bylaws of Pasithea Therapeutics Corp., dated December 29, 2023. 3.3 Certificate of Termination of Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Pasithea Therapeutics Corp., dated December 29, 2023. 3.4 Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Pasithea Therapeutics Corp., dated December 29, 2023. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 4

SIGNATURES

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. PASITHEA THERAPEUTICS CORP. Dated: January 2, 2024 By: /s/ Tiago Reis Marques Name: Tiago Reis Marques Title: Chief Executive Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR