Pasithea Therapeutics CORP. 8-K Filing

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share KTTA The Nasdaq Capital M
• $300,000 — gregate purchase price of approximately $300,000. The purchase price per Share for these
• $0 — ublic offering price for each Share was $0.75, and the public offering price for e
• $0.749 — g price for each Pre-Funded Warrant was $0.749. The Pre-Funded Warrants have an exerci
• $0.001 — nded Warrants have an exercise price of $0.001 per share, are exercisable immediately
• $54.9 million — able by the Company, were approximately $54.9 million. The aggregate gross proceeds from the
• $60.0 million — ds from the Offering were approximately $60.0 million. The Company intends to use the net pro
• $0.9375 — Shares ") at an exercise price equal to $0.9375 per share. The Placement Agent Warrants

Filing Documents

• ea0267824-8k_pasithea.htm (8-K) — 43KB
• ea026782401ex99-1_pasithea.htm (EX-99.1) — 11KB
• ea026782401ex99-2_pasithea.htm (EX-99.2) — 11KB
• 0001213900-25-116985.txt ( ) — 285KB
• ktta-20251128.xsd (EX-101.SCH) — 4KB
• ktta-20251128_def.xml (EX-101.DEF) — 26KB
• ktta-20251128_lab.xml (EX-101.LAB) — 36KB
• ktta-20251128_pre.xml (EX-101.PRE) — 25KB
• ea0267824-8k_pasithea_htm.xml (XML) — 6KB

01 Entry into a Material

Item 1.01 Entry into a Material Definitive Agreement. On November 28, 2025, Pasithea Therapeutics Corp. (the " Company ") agreed to sell to investors an aggregate of (i) 14,846,665 shares (the " Shares ") of common stock of the Company, par value $0.0001 per share (the " Common Stock "), and (ii) 65,153,335 pre-funded warrants (the " Pre-Funded Warrants ") to purchase up to an aggregate of 65,153,335 shares of Common Stock (the " Pre-Funded Warrant Shares ") in a best efforts public offering (the " Offering "). Certain of the investors purchased their Shares and Pre-Funded Warrants pursuant to a securities purchase agreement dated November 28, 2025 by and among the Company and such investors (the " Purchase Agreement "). Certain Company insiders, including the Company's Chief Executive Officer, Chief Financial Officer and certain members of the Company's board of directors, participated in the Offering. These Company insiders purchased an aggregate of 400,000 Shares, for an aggregate purchase price of approximately $300,000. The purchase price per Share for these Company insiders was the same as paid by other investors in the Offering. The public offering price for each Share was $0.75, and the public offering price for each Pre-Funded Warrant was $0.749. The Pre-Funded Warrants have an exercise price of $0.001 per share, are exercisable immediately and will expire when exercised in full. The net proceeds of the Offering, after deducting the placement agent fees and estimated offering expenses payable by the Company, were approximately $54.9 million. The aggregate gross proceeds from the Offering were approximately $60.0 million. The Company intends to use the net proceeds from the Offering for general corporate purposes, which includes, without limitation, ongoing research and pre-clinical studies, clinical trials, the development of new biological and pharmaceutical technologies, investing in or acquiring companies that are synergistic with or complementary

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. To the extent required by Item 3.02 of Form 8-K, the information regarding the Placement Agent Warrants and the Placement Agent Warrant Shares contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On November 28, 2025, the Company issued a press release announcing the pricing of the Offering. On December 2, 2025, the Company issued a press release announcing the closing of the Offering. Copies of the press releases are attached as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are hereby incorporated by reference herein. 2

01 Financial Statements and

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 4.1 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.14 to the Company's Registration Statement on Form S-1 (File No. 333-291611), filed on November 18, 2025). 4.2 Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.15 to the Company's Registration Statement on Form S-1, as amended (File No. 333-291611), filed on November 26, 2025). 10.1 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.16 to the Company's Registration Statement on Form S-1, as amended (File No. 333-291611), filed on November 26, 2025). 99.1 Press Release, dated November 28, 2025, announcing the pricing of the Offering. 99.2 Press Release, dated December 2, 2025, announcing the closing of the Offering. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3 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. By: / s / Tiago Reis Marques Name: Dr. Tiago Reis Marques Title: Chief Executive Officer Date: December 2, 2025 4

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