Pasithea Seeks 400% Boost in Authorized Shares, Fuels Incentive Plan

TL;DR

**KTTAW is asking for a massive share increase, signaling future dilution and potential capital raises; vote 'NO' if you're worried about your stake getting watered down.**

AI Summary

Pasithea Therapeutics Corp. (KTTAW) is seeking stockholder approval to significantly increase its authorized common stock from 100,000,000 shares to 500,000,000 shares, a 400% increase. This proposal, if approved, will also enable the company to amend its 2023 Stock Incentive Plan to authorize an additional 11,985,779 shares for issuance. The Special Meeting, scheduled for January 28, 2026, will be held virtually, with a record date of December 22, 2025. The Board of Directors unanimously recommends a 'FOR' vote on both proposals, emphasizing the need for flexibility in future capital raising and employee incentives. The Increase to Authorized Proposal is considered a 'routine' matter, allowing brokers discretionary voting, while the 2023 Incentive Plan Amendment is 'non-routine' and requires specific stockholder instructions. The company currently has 23,091,062 shares of Common Stock outstanding as of the record date.

Why It Matters

This move by Pasithea Therapeutics Corp. is a critical signal to investors, suggesting the company anticipates significant future capital needs, likely through dilutive equity offerings. For employees, the increased share pool for the 2023 Incentive Plan could mean more stock-based compensation, potentially aligning their interests with long-term company performance. However, existing shareholders face potential dilution, which could impact share price and voting power. In the competitive biotech landscape, having ample authorized shares provides strategic flexibility for M&A, partnerships, or R&D funding, but also raises questions about the immediate use of such a large increase.

Risk Assessment

Risk Level: high — The proposal to increase authorized common stock from 100,000,000 to 500,000,000 shares represents a 400% increase, creating substantial potential for future dilution. While the filing doesn't specify immediate plans for these shares, such a large increase typically precedes significant equity financing rounds, which could depress the stock price of the 23,091,062 shares currently outstanding.

Analyst Insight

Investors should carefully consider the potential for significant dilution from the proposed 400% increase in authorized shares. While the Board recommends 'FOR,' shareholders concerned about their ownership percentage should vote 'AGAINST' the Increase to Authorized Proposal and the dependent 2023 Incentive Plan Amendment Proposal.

Key Numbers

• 500,000,000 shares — Proposed Authorized Common Stock (Represents a 400% increase from the current 100,000,000 shares.)
• 11,985,779 shares — Additional Shares for 2023 Incentive Plan (Dependent on the approval of the Increase to Authorized Proposal.)
• 23,091,062 shares — Common Stock Outstanding (As of the Record Date, December 22, 2025, all entitled to vote.)
• January 28, 2026 — Special Meeting Date (When stockholders will vote on the proposals.)
• December 22, 2025 — Record Date (Determines eligibility to vote at the Special Meeting.)
• 9:00 AM Eastern Time — Special Meeting Start Time (Virtual meeting commencement.)
• 33 1/3% — Quorum Requirement (Percentage of voting shares needed for the Special Meeting to conduct business.)
• 10 days — Stockholder List Availability Period (Prior to the Special Meeting at company headquarters.)
• 5,000,000 shares — Authorized Preferred Stock (Current authorized shares of Preferred Stock, not subject to change in this proposal.)
• $0.0001 — Par Value per Share (For both Common Stock and Preferred Stock.)

Key Players & Entities

• Pasithea Therapeutics Corp. (company) — Registrant and issuer of common stock
• Tiago Reis Marques (person) — Chief Executive Officer and Director
• Patrick Gaynes (person) — Corporate Communications contact
• Aimee Fohsta-Lynch (person) — Broadridge technical support contact
• VStock Transfer LLC (company) — Transfer agent for Pasithea Therapeutics Corp.
• New York Stock Exchange (regulator) — Determines 'routine' vs. 'non-routine' proposals
• $0.0001 (dollar_amount) — Par value per share of Common Stock and Preferred Stock
• 100,000,000 shares (dollar_amount) — Current authorized shares of Common Stock
• 500,000,000 shares (dollar_amount) — Proposed authorized shares of Common Stock
• 11,985,779 shares (dollar_amount) — Additional shares for 2023 Stock Incentive Plan

FAQ

Industry Context

Pasithea Therapeutics Corp. operates in the biotechnology sector, which is characterized by high research and development costs, long product development cycles, and significant regulatory hurdles. Companies in this industry often rely on substantial capital infusions to fund clinical trials and bring new therapies to market. The competitive landscape is intense, with numerous companies vying for breakthroughs in various therapeutic areas.

Regulatory Implications

The proposed increase in authorized shares could facilitate future capital raises, which are common for biotech firms needing to fund ongoing research and development. However, significant dilution from future stock issuances could impact existing shareholders. The company must also comply with SEC regulations regarding proxy solicitations and disclosures for shareholder meetings.

What Investors Should Do

1. Review the proposals carefully before voting.
2. Submit your proxy by the deadline.
3. Consider the potential for dilution.

Key Dates

• 2025-12-22: Record Date — Determines which stockholders are eligible to vote at the Special Meeting.
• 2026-01-10: Stockholder List Availability — The list of stockholders entitled to vote will be available for inspection at the Company's headquarters for 10 days prior to the Special Meeting.
• 2026-01-28: Special Meeting of Stockholders — Stockholders will vote on proposals to increase authorized common stock and amend the 2023 Stock Incentive Plan.

Glossary

DEF 14A

A filing with the SEC that a company must submit when it is soliciting proxies from shareholders for its annual or special meeting. (This document is the DEF 14A filing, containing the proposals and information for the Special Meeting.)

Common Stock

Represents ownership in a corporation and typically carries voting rights. (The proposals directly concern the number of authorized shares of Pasithea's Common Stock.)

Certificate of Incorporation

The foundational document filed with the state that creates a corporation. (An amendment to this document is required to increase the authorized shares of common stock.)

Stock Incentive Plan

A plan established by a company to grant equity-based incentives, such as stock options or restricted stock, to employees and directors. (The company is seeking to amend its 2023 Stock Incentive Plan to authorize additional shares for issuance.)

Proxy

A document that authorizes another person to act on behalf of the shareholder, typically to vote their shares at a meeting. (Stockholders are being asked to submit proxies to vote on the proposals, either directly or by mail, telephone, or internet.)

Quorum

The minimum number of shares that must be represented at a meeting for business to be legally transacted. (A quorum of 33 1/3% of the voting shares is required for the Special Meeting to conduct business.)

Year-Over-Year Comparison

This DEF 14A filing focuses on specific proposals for an upcoming Special Meeting, rather than a comprehensive annual review. Key metrics such as revenue, net income, and margins are not presented in this document, as it is not an annual report. The primary focus is on the proposed increase in authorized common stock from 100,000,000 to 500,000,000 shares and the related amendment to the stock incentive plan.

Key Financial Figures

• $0.0001 — rized shares of common stock, par value $0.0001 per share ("Common Stock"), from 100,00
• $2.77 — at a weighted-average exercise price of $2.77 per share; 65,153,335 shares of Commo
• $0.001 — ts outstanding, at an exercise price of $0.001 per share; 13,090,120 shares of Commo
• $4.84 — at a weighted-average exercise price of $4.84 per share; and 389,628 shares of Comm

Filing Documents

• ea0271056-def14a_pasithea.htm (DEF 14A) — 337KB
• image_001.jpg (GRAPHIC) — 20KB
• image_002.jpg (GRAPHIC) — 418KB
• image_003.jpg (GRAPHIC) — 356KB
• 0001213900-25-126111.txt ( ) — 2689KB
• ktta-20251226.xsd (EX-101.SCH) — 10KB
• ktta-20251226_def.xml (EX-101.DEF) — 2KB
• ktta-20251226_lab.xml (EX-101.LAB) — 33KB
• ea0271056-def14a_pasithea_htm.xml (XML) — 4KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 18

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 26 ADDITIONAL INFORMATION 29 ANNEX A A-1 ANNEX B B-1 i PASITHEA THERAPEUTICS CORP. PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS December 29, 2025 INTRODUCTION This Proxy Statement provides information for stockholders of Pasithea Therapeutics Corp. ("we," "us," "our," "Pasithea" and the "Company") as part of the solicitation of proxies by the Company and its Board of Directors (the "Board") from holders of the outstanding shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), for use at the Company's special meeting of stockholders to be held in a virtual format at www.virtualshareholdermeeting.com/KTTA2026SM at 9:00 a.m. Eastern Time on January 28, 2026, and at any adjournment(s) or postponement(s) thereof (the "Special Meeting"). At the Special Meeting, stockholders will be asked to vote either directly or by proxy on the following matters discussed herein: 1. Adoption and approval of an amendment to our Second Amended and Restated Certificate of Incorporation, as amended and/or restated from time to time (the "Certificate"), to increase the number of our authorized shares of Common Stock from 100,000,000 shares to 500,000,000 shares and to make a corresponding change to the number of authorized shares of capital stock (the "Increase to Authorized Proposal"); and 2. Approval of an amendment to the Pasithea Therapeutics Corp. 2023 Stock Incentive Plan, as amended (the "2023 Incentive Plan"), to increase the maximum aggregate number of shares of Common Stock which shall be authorized for issuance thereunder by 11,985,779 shares (the "2023 Incentive Plan Amendment Proposal"). The 2023 Incentive Plan Amendment Proposal is dependent upon the approval of the Increase to Authorized Proposal. If the Increase to Authorized Proposal is not approved, we will not amend the 2023 Incentive Plan. Whether or not you pl

View Full Filing

View this DEF 14A filing on SEC EDGAR