Pasithea Therapeutics Corp. Files 8-K on Corporate Governance Changes

TL;DR

Pasithea Therapeutics Corp. is changing its board and officers, filing an 8-K on Sept 3, 2025.

AI Summary

Pasithea Therapeutics Corp. filed an 8-K on September 3, 2025, reporting on the departure of directors, election of new directors, appointment of officers, and compensatory arrangements. The filing also covers matters submitted to a vote of security holders and includes financial statements and exhibits. The company is incorporated in Delaware and its fiscal year ends on December 31.

Why It Matters

This filing indicates significant changes in the company's leadership and governance structure, which could impact its strategic direction and operational execution.

Risk Assessment

Risk Level: medium — Changes in directors and officers can signal underlying issues or strategic shifts that may introduce uncertainty.

Key Players & Entities

• Pasithea Therapeutics Corp. (company) — Registrant
• September 3, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

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

Filing Documents

• ea0255742-8k_pasithea.htm (8-K) — 39KB
• ea025574201ex10-1_pasithea.htm (EX-10.1) — 10KB
• 0001213900-25-084062.txt ( ) — 260KB
• ktta-20250903.xsd (EX-101.SCH) — 4KB
• ktta-20250903_def.xml (EX-101.DEF) — 26KB
• ktta-20250903_lab.xml (EX-101.LAB) — 36KB
• ktta-20250903_pre.xml (EX-101.PRE) — 25KB
• ea0255742-8k_pasithea_htm.xml (XML) — 6KB

02. Departure of Directors or Certain

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 3, 2025, at the 2025 Annual Meeting of Stockholders (the "Annual Meeting") of Pasithea Therapeutics Corp. (the "Company"), the Company's stockholders approved an amendment (the "Plan Amendment") to the Company's 2023 Stock Incentive Plan (the "2023 Incentive Plan") increasing the number of shares authorized for issuance under the 2023 Incentive Plan by 1,750,000 shares to 2,014,221 shares. The Plan Amendment became effective following its approval by the Company's stockholders. The foregoing description of the Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. On September 3, 2025, the Company held its Annual Meeting. The stockholders of the Company acted upon the following proposals at the Annual Meeting: (1) the election of two Class II directors; (2) the ratification of the appointment of CBIZ CPAs P.C. ("CBIZ") as the Company's independent registered public accounting firm for the Company's fiscal year ending December 31, 2025; (3) the approval of an amendment to the 2023 Incentive Plan to increase the maximum aggregate number of shares of common stock, par value $0.0001 per share, of the Company (the "Common Stock"), which shall be authorized for issuance thereunder by 1,750,000 shares to 2,014,221 shares; and (4) the adoption and approval of an amendment to the Company's Second Amended and Restated Certificate of Incorporation, as amended and/or restated from time to time (the "Certificate"), at the discretion of the Board of Directors of the Company (the "Board"), to effect a reverse stock split of the Company's issued shares of Common Stock, at a specific ratio, ranging from one-for-two (1:2) to one-for-twenty (1:20), at any time prior to the one-year anniversary date of the Annual Meeting, with the exact ratio to be determined by the Board without further approval or authorization of the Company's stockholders. Of the 7,443,577 shares of Common Stock outstanding and entitled to vote at the Annual Meeting, 3,495,116 shares of Common Stock were represented in person or by proxy at the Annual Meeting, thereby constituting a quorum. The voting results on each of the proposals acted upon at the Annual Meeting are set forth below: Proposal 1 related to the election of two nominees to serve as Class II directors with a three-year term expiring at the 2028 Annual Meeting of Stockholders or until their successors are duly elected and qualified. The following directors were approved by a plurality of the votes cast at the Annual Meeting: FOR WITHHELD BR

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Amendment to Pasithea Therapeutics Corp. 2023 Stock Incentive Plan. 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. PASITHEA THERAPEUTICS CORP. Dated: September 3, 2025 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