Pasithea Therapeutics Files 8-K for Equity Sales

TL;DR

Pasithea Therapeutics filed an 8-K for unregistered equity sales on Sept 26.

AI Summary

On September 26, 2024, Pasithea Therapeutics Corp. entered into a material definitive agreement related to unregistered sales of equity securities. The company is incorporated in Delaware and its principal executive offices are located in Miami Beach, Florida.

Why It Matters

This filing indicates Pasithea Therapeutics Corp. is engaging in equity transactions, which could impact its capital structure and shareholder dilution.

Risk Assessment

Risk Level: medium — Unregistered sales of equity securities can sometimes signal financial distress or dilution concerns for existing shareholders.

Key Numbers

• 001-40804 — SEC File Number (Identifier for Pasithea Therapeutics Corp.'s filings)
• 85-1591963 — IRS Employer Identification No. (Tax identification number for the company)

Key Players & Entities

• Pasithea Therapeutics Corp. (company) — Registrant
• September 26, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Miami Beach, Florida (location) — Principal executive offices address

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share KTTA The Nasdaq Capital M
• $0.001 — ommon Stock "), at an exercise price of $0.001 per share, (ii) Series A warrants (the
• $3.85 — f Common Stock, at an exercise price of $3.85 per share, and (iii) Series B warrants
• $4.099 — d Warrant and accompanying Warrants was $4.099. The Private Placement closed on Septem
• $4.5 m — he Private Placement were approximately $4.5 million, after deducting placement agent
• $50,000 — eeds of the Private Placement and (iii) $50,000 for non-accountable expenses. In additi
• $5.125 — mon Stock at an exercise price equal to $5.125 per share. The Placement Agent Warrants

Filing Documents

• ea0215863-8k_pasithea.htm (8-K) — 41KB
• ea021586301ex4-1_pasithea.htm (EX-4.1) — 92KB
• ea021586301ex4-2_pasithea.htm (EX-4.2) — 95KB
• ea021586301ex4-3_pasithea.htm (EX-4.3) — 92KB
• ea021586301ex10-1_pasithea.htm (EX-10.1) — 234KB
• ea021586301ex10-2_pasithea.htm (EX-10.2) — 137KB
• ea021586301ex99-1_pasithea.htm (EX-99.1) — 9KB
• 0001213900-24-083408.txt ( ) — 1087KB
• ktta-20240926.xsd (EX-101.SCH) — 4KB
• ktta-20240926_def.xml (EX-101.DEF) — 26KB
• ktta-20240926_lab.xml (EX-101.LAB) — 36KB
• ktta-20240926_pre.xml (EX-101.PRE) — 25KB
• ea0215863-8k_pasithea_htm.xml (XML) — 6KB

01 Entry Into

Item 1.01 Entry Into a Material Definitive Agreement. On September 26, 2024, Pasithea Therapeutics Corp. (the " Company ") entered into a securities purchase agreement (the " Purchase Agreement ") with an institutional investor for the issuance and sale in a private placement (the " Private Placement ") of (i) pre-funded warrants (" Pre-Funded Warrants ") to purchase up to 1,219,513 shares of the Company's common stock, par value $0.0001 per share (the " Common Stock "), at an exercise price of $0.001 per share, (ii) Series A warrants (the " Series A Warrants ") to purchase up to 1,219,513 shares of Common Stock, at an exercise price of $3.85 per share, and (iii) Series B warrants (the " Series B Warrants " and together with the Series A Warrants, the " Warrants " ) to purchase up to 1,219,513 shares of Common Stock with an exercise price of $3.85 per share. The Pre-Funded Warrants are exercisable immediately upon on issuance and expire when exercised in full. The Series A Warrants are exercisable immediately upon issuance and have a term of exercise equal to five (5) years from the date of issuance. The Series B Warrants are exercisable immediately upon issuance and have a term of exercise equal to eighteen (18) months from the date of issuance. The combined purchase price per Pre-Funded Warrant and accompanying Warrants was $4.099. The Private Placement closed on September 30, 2024. A holder of the Pre-Funded Warrants and the Warrants may not exercise any portion of such holder's Pre-Funded Warrants or Warrants to the extent that the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the Company's outstanding shares of Common Stock immediately after exercise, except that upon at least 61 days' prior notice from the holder to the Company, the holder may increase the beneficial ownership limitation to up to 9.99% of the number of shares of Common Stock outstanding immediately after giving eff

02 Unregistered

Item 3.02 Unregistered Sales of Equity Securities. The information contained in Item 1.01 of this Current Report on Form 8-K in relation to (i) the Pre-Funded Warrants, the Warrants, the Placement Agent Warrants and the Additional Placement Agent Warrants and (ii) the shares of Common Stock issuable upon exercise of Pre-Funded Warrants, the Warrants, the Placement Agent Warrants and the Additional Placement Agent Warrants is incorporated herein by reference. Neither the issuance of the Pre-Funded Warrants, the Warrants, the Placement Agent Warrants nor the shares of Common Stock issuable upon exercise thereof, as applicable, were registered under the Securities Act of 1933, as amended (the " Securities Act ") or any state securities laws. The Pre-Funded Warrants, the Warrants and the Placement Agent Warrants were, and the shares of Common Stock issuable upon the exercise thereof will be, issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder. The Additional Placement Agent Warrants and the shares of Common Stock issuable upon the exercise thereof will be issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder.

01 Other Events

Item 8.01 Other Events. On September 26, 2024, the Company issued a press release announcing the Private Placement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of Pre-Funded Warrant 4.2 Form of Warrant 4.3 Form of Placement Agent Warrant 10.1 Form of Securities Purchase Agreement 10.2 Form of Registration Rights Agreement 99.1 Press Release, dated September 26, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2 SIGNATURE 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. Date: September 30, 2024 By: /s/ Tiago Reis Marques Name: Tiago Reis Marques Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR