Pasithea Therapeutics Files 8-K with Material Agreement

TL;DR

Pasithea Therapeutics filed an 8-K on Nov 26, 2024, reporting a material definitive agreement.

AI Summary

On November 26, 2024, Pasithea Therapeutics Corp. filed an 8-K report detailing a material definitive agreement. The filing also includes financial statements and exhibits, with the company's principal executive offices located in Miami Beach, Florida.

Why It Matters

This filing indicates a significant contractual development for Pasithea Therapeutics, which could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Numbers

• 001-40804 — SEC File Number (Identifies the company's filing with the SEC.)
• 85-1591963 — I.R.S. Employer Identification Number (Company's tax identification number.)

Key Players & Entities

• Pasithea Therapeutics Corp. (company) — Registrant
• November 26, 2024 (date) — Date of earliest event reported
• Miami Beach, Florida (location) — Address of principal executive offices

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share KTTA The Nasdaq Capital M
• $2,076,000 — ATM Prospectus Supplement is currently $2,076,000 which is based on the limitations of Ge
• $100,000 — so will reimburse the Sales Agent up to $100,000 for reasonable fees and expenses of its
• $5,000 — n with entering into the ATM Agreement, $5,000 per due diligence session update in con
• $3,500 — a new shelf registration statement and $3,500 per due diligence update session in con

Filing Documents

• ea0222547-8k_pasithea.htm (8-K) — 36KB
• ea022254701ex1-1_pasithea.htm (EX-1.1) — 218KB
• ea022254701ex5-1_pasithea.htm (EX-5.1) — 9KB
• ex5-1_001.jpg (GRAPHIC) — 12KB
• ex5-1_002.jpg (GRAPHIC) — 15KB
• 0001213900-24-102903.txt ( ) — 575KB
• ktta-20241126.xsd (EX-101.SCH) — 4KB
• ktta-20241126_def.xml (EX-101.DEF) — 26KB
• ktta-20241126_lab.xml (EX-101.LAB) — 36KB
• ktta-20241126_pre.xml (EX-101.PRE) — 25KB
• ea0222547-8k_pasithea_htm.xml (XML) — 6KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. On November 26, 2024, Pasithea Therapeutics Corp., a Delaware corporation (the "Company"), entered into an At The Market Offering Agreement (the "ATM Agreement") with H.C. Wainwright & Co., LLC (the "Sales Agent") providing for the sale by the Company of its shares of common stock, par value $0.0001 per share (the "Common Stock"), from time to time, through or to the Sales Agent, with certain limitations on the amount of Common Stock that may be offered and sold by the Company, as set forth in the ATM Agreement (the "Offering"). Offers and sales of shares of Common Stock by the Company, if any, under the ATM Agreement, will be made through the prospectus supplement, dated November 26, 2024, and an accompanying base prospectus, dated April 19, 2023, contained therein (the "ATM Prospectus Supplement"), which together form a part of the Company's shelf registration statement on Form S-3 (File No. 333-271010), initially filed by the Company with the U.S. Securities and Exchange Commission (the "SEC") on March 30, 2023 (the "Registration Statement") and declared effective by the SEC on April 19, 2023. The aggregate market value of the shares of Common Stock eligible for sale under the ATM Prospectus Supplement is currently $2,076,000 which is based on the limitations of General Instruction I.B.6 of Form S-3. Pursuant to the ATM Agreement, the Company will set the parameters for the sale of shares of Common Stock, including the number of shares to be issued, the time period during which sales are requested to be made, limitation on the number of shares that may be sold in any trading day and any minimum price below which sales may not be made. Subject to the terms and conditions of the ATM Agreement, the Sales Agent may sell the shares by methods deemed to be an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), including without li

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1 ATM Agreement, dated November 26, 2024, by and between Pasithea Therapeutics Corp. and H.C. Wainwright & Co., LLC. 5.1 Opinion of Lowenstein Sandler LLP. 23.1 Consent of Lowenstein Sandler LLP (contained in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2

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. Date: November 26, 2024 PASITHEA THERAPEUTICS CORP. 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