Pasithea Therapeutics Announces Closing of $60 Million Public Offering of Common Stock

Rhea-AI Summary

Pasithea Therapeutics (Nasdaq: KTTA) closed a public offering of 80,000,000 common shares (or pre-funded warrants) at $0.75 per share, generating gross proceeds of approximately $60 million on December 2, 2025.

The offering was led by healthcare-dedicated investors including Vivo Capital, Janus Henderson Investors, Coastlands Capital, Columbia Threadneedle Investments, Adage Capital Partners and Squadron Capital Management, with H.C. Wainwright & Co. as exclusive placement agent.

The company said it intends to use net proceeds for general corporate purposes — including ongoing research, preclinical studies, clinical trials and potential acquisitions — and expects the funding to extend its cash runway through at least the first half of 2028.

Positive

• Raised approximately $60 million gross proceeds
• Extended cash runway through first half of 2028
• Led by multiple healthcare-dedicated institutional investors

Negative

• Issued 80,000,000 new shares (or pre-funded warrants), causing shareholder dilution
• Offering price of $0.75 per share may reflect downward pressure on share valuation

News Market Reaction

+2.59%

20 alerts

+2.59% News Effect

+20.9% Peak Tracked

-6.4% Trough Tracked

+$250K Valuation Impact

$10M Market Cap

0.2x Rel. Volume

On the day this news was published, KTTA gained 2.59%, reflecting a moderate positive market reaction. Argus tracked a peak move of +20.9% during that session. Argus tracked a trough of -6.4% from its starting point during tracking. Our momentum scanner triggered 20 alerts that day, indicating elevated trading interest and price volatility. This price movement added approximately $250K to the company's valuation, bringing the market cap to $10M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Shares offered: 80,000,000 shares Offering price: $0.75 per share Gross proceeds: approximately $60 million +2 more

5 metrics

Shares offered 80,000,000 shares Common stock or pre-funded warrants in this public offering

Offering price $0.75 per share Public offering price for common stock or pre-funded warrants

Gross proceeds approximately $60 million Total gross proceeds before fees from this offering

Cash runway through at least first half of 2028 Runway expectation with existing cash plus offering proceeds

Form S-1 file File No. 333-291611 Registration statement supporting the public offering

Market Reality Check

Price: $0.8400 Vol: Volume 415,629 is far bel...

low vol

$0.8400 Last Close

Volume Volume 415,629 is far below the 20-day average of 21,571,743, suggesting limited pre-news trading interest. low

Technical KTTA traded above its 200-day MA, with price at $1.12 versus MA(200) of $0.92 before this offering news.

Peers on Argus

Among biotech peers, several names showed single‑digit declines (e.g., ADTX down...

1 Down

Among biotech peers, several names showed single‑digit declines (e.g., ADTX down about 4.4%), but only one peer appeared in momentum scans, indicating KTTA’s financing event was more stock‑specific than broad sector-driven.

Historical Context

5 past events · Latest: Dec 02 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 02	Equity offering close	Neutral	+2.6%	Closing of $60M public offering to fund trials and corporate purposes.
Nov 28	Equity offering pricing	Neutral	+38.7%	Pricing of $60M stock offering at $0.75 per share with healthcare investors.
Nov 25	ALS grant award	Positive	+14.8%	ALS Association grant of ~$1M to support a Phase 1 PAS-004 ALS study.
Nov 24	Phase 1 cohort data	Positive	+45.3%	Positive safety, PK, PD data from Cohort 7 in PAS-004 advanced cancer trial.
Nov 21	PK tablet results	Positive	-29.6%	Positive PAS-004 tablet PK data in NF1-PN adults despite subsequent share decline.

Pattern Detected

KTTA has often seen positive price reactions to both clinical updates and past financing announcements, with one notable selloff on otherwise positive PK data.

Recent Company History

Over the past weeks, KTTA reported multiple positive PAS‑004 data readouts and secured non-dilutive ALS grant support of about $1M. It followed a May 2025 equity raise of roughly $6.3M with larger offerings in November, including pricing and now closing of a $60M deal. Those financings were tied to extending cash runway into the first half of 2028, supporting ongoing Phase 1/1b programs.

Market Pulse Summary

This announcement closed a large $60M public offering of 80M shares (or pre-funded warrants) at $0.7...

Analysis

This announcement closed a large $60M public offering of 80M shares (or pre-funded warrants) at $0.75, led by healthcare-focused investors. Management expects the proceeds to extend cash runway through at least the first half of 2028 and support ongoing PAS‑004 clinical programs and potential acquisitions. Historically, KTTA’s financings have produced notable price swings, so future updates on trial progress, cash usage, and additional capital needs remain key metrics to watch.

Key Terms

macrocyclic, mek inhibitor, neurofibromatosis type 1-associated plexiform neurofibromas, pre-funded warrants, +2 more

6 terms

macrocyclic medical

"PAS-004, a next-generation macrocyclic oral MEK inhibitor for the treatment"

A macrocyclic is a large, ring-shaped molecule used in drugs and other products; imagine a tiny chemical bracelet where the ends are joined to form a loop. Its ring structure often gives unusual stability, the ability to bind targets precisely, and distinct behavior in the body compared with smaller molecules. For investors, macrocyclics can signal potential for novel therapies, stronger patent protection, and often higher development or manufacturing complexity and cost.

mek inhibitor medical

"PAS-004, a next-generation macrocyclic oral MEK inhibitor for the treatment"

A MEK inhibitor is a drug that blocks MEK enzymes, which act like a relay in a cell’s growth-signaling pathway; by cutting that relay these drugs can slow or stop uncontrolled cell growth seen in some cancers and other proliferative conditions. Investors care because clinical trial outcomes, safety data, and regulatory approvals determine whether a MEK inhibitor becomes a marketable therapy, directly affecting a developer’s revenue prospects and valuation — like a product passing a crucial safety and sales test.

neurofibromatosis type 1-associated plexiform neurofibromas medical

"for the treatment of neurofibromatosis type 1-associated plexiform neurofibromas (NF1-PN)"

A complication of the inherited condition neurofibromatosis type 1 in which clusters of nerve fibers form large, often tangled benign tumors called plexiform neurofibromas; imagine knots forming along a rope of nerves that can grow, cause pain, disfigurement, or impair function. Investors care because these tumors are medically challenging, have limited treatment options, and represent a defined patient group where successful drugs, surgical techniques, or approvals can create clear clinical and commercial value.

pre-funded warrants financial

"80,000,000 shares of the Company’s common stock (or pre-funded warrants in lieu thereof)"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

registration statement on form s-1 regulatory

"offered pursuant to a registration statement on Form S-1 (File No. 333-291611)"

A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.

clinical trials medical

"Such corporate purposes include, without limitation, ongoing research and pre-clinical studies, clinical trials,"

Clinical trials are carefully controlled studies that test whether a new drug, device or treatment is safe and effective in people, moving through successive stages that increase the number of participants and the rigor of testing. Investors care because trial outcomes determine whether a product can be approved and sold, shaping a company’s future revenue, valuation and risk profile—think of it as proof-of-concept testing that decides if a prototype becomes a market-ready product.

AI-generated analysis. Not financial advice.

• Extends cash runway through at least the first half of 2028
  
  
• Led by healthcare-dedicated investors, including Vivo Capital, Janus Henderson Investors, Coastlands Capital, Columbia Threadneedle Investments, Adage Capital Partners and Squadron Capital Management
  

MIAMI, Dec. 02, 2025 (GLOBE NEWSWIRE) -- Pasithea Therapeutics Corp. (“Pasithea” or the “Company”) (Nasdaq: KTTA; KTTAW), a clinical-stage biotechnology company developing PAS-004, a next-generation macrocyclic oral MEK inhibitor for the treatment of neurofibromatosis type 1-associated plexiform neurofibromas (NF1-PN), today announced the closing of its previously announced public offering of 80,000,000 shares of the Company’s common stock (or pre-funded warrants in lieu thereof) at an offering price of $0.75 per share of common stock (or per pre-funded warrant in lieu thereof). The public offering was led by healthcare-dedicated investors, including Vivo Capital, Janus Henderson Investors, Coastlands Capital, Columbia Threadneedle Investments, Adage Capital Partners and Squadron Capital Management.

H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.

The gross proceeds to the Company from the offering were approximately $60 million, before deducting the placement agent’s fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from this offering for general corporate purposes. The Company expects its cash position to extend its cash runway through at least the first half of 2028. Such corporate purposes include, 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 to the Company’s technologies, licensing activities related to its current and future product candidates, and to the development of emerging technologies, investing in or acquiring companies that are developing emerging technologies, licensing activities, or the acquisition of other businesses and working capital.

The securities described above were offered pursuant to a registration statement on Form S-1 (File No. 333-291611) originally filed with the Securities and Exchange Commission (“SEC”) on November 18, 2025, as amended on November 26, 2025, and declared effective on November 28, 2025. The offering was made only by means of a prospectus, which is part of the effective registration statement. A final prospectus relating to the offering has been filed with the SEC. Electronic copies of the final prospectus may be obtained for free on the SEC’s website located at http://www.sec.gov and may also be obtained by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About Pasithea Therapeutics Corp.

Pasithea is a clinical-stage biotechnology company primarily focused on the research and development of its lead drug candidate, PAS-004, a next-generation macrocyclic MEK inhibitor intended for the treatment of RASopathies, MAPK pathway-driven tumors, and other diseases. The Company is currently testing PAS-004 in a Phase 1 clinical trial in advanced cancer patients (NCT06299839), and a Phase 1/1b clinical trial in adult patients with neurofibromatosis type 1 (NF1)-associated plexiform neurofibromas (NCT06961565). 

Forward Looking Statements

This press release contains statements that constitute “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements regarding the use of proceeds from the public offering and the Company’s cash runway, the Company’s ongoing Phase 1 clinical trial of PAS-004 in advanced cancer patients, the Company’s ongoing Phase 1/1b clinical trial of PAS-004 in adult NF1 patients, and the safety, tolerability, pharmacokinetic (PK), pharmacodynamics (PD) and preliminary efficacy of PAS-004, as well as all other statements, other than statements of historical fact, regarding the Company’s current views and assumptions with respect to future events regarding its business, as well as other statements with respect to the Company’s plans, assumptions, expectations, beliefs and objectives, the success of the Company’s current and future business strategies, product development, pre-clinical studies, clinical studies, clinical and regulatory timelines, market opportunity, competitive position, business strategies, potential growth and financing opportunities and other statements that are predictive in nature. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to the Company on the date of this release. These forward-looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties, including risks that future clinical trial results may not match results observed to date, may be negative or ambiguous, or may not reach the level of statistical significance required for regulatory approval, as well as other factors set forth in the Company’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings made with the SEC. Thus, actual results could be materially different. The Company undertakes no obligation to update these statements whether as a result of new information, future events or otherwise, after the date of this release, except as required by law.

Pasithea Therapeutics Contact

Patrick Gaynes
Corporate Communications
pgaynes@pasithea.com

FAQ

How many shares did Pasithea Therapeutics (KTTA) sell in the December 2, 2025 offering?

Pasithea sold 80,000,000 shares of common stock (or pre-funded warrants) in the offering.

What were the proceeds and price per share in the KTTA public offering?

The offering price was $0.75 per share and gross proceeds were approximately $60 million before fees and expenses.

How will the KTTA offering affect Pasithea's cash runway?

The company expects the net proceeds to extend its cash runway through at least the first half of 2028.

Who led the investor syndicate in Pasithea's $60M offering (KTTA)?

The offering was led by healthcare-dedicated investors including Vivo Capital, Janus Henderson Investors, Coastlands Capital, Columbia Threadneedle, Adage Capital Partners and Squadron Capital Management.

What will Pasithea (KTTA) use the offering proceeds for?

Net proceeds are intended for general corporate purposes, including research, preclinical studies, clinical trials, licensing, potential acquisitions and working capital.

Where can investors find the final prospectus for Pasithea's KTTA offering?

A final prospectus was filed with the SEC and is available free on www.sec.gov or via H.C. Wainwright & Co.