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

Pasithea Therapeutics (Nasdaq: KTTA) priced a public offering of 80,000,000 shares (or pre-funded warrants) at $0.75 per share, expected to close on or about December 1, 2025, with gross proceeds of approximately $60 million before fees.

Rhea-AI Summary

Pasithea Therapeutics (Nasdaq: KTTA) priced a public offering of 80,000,000 shares (or pre-funded warrants) at $0.75 per share, expected to close on or about December 1, 2025, with gross proceeds of approximately $60 million before fees. The offering was led by healthcare investors including Vivo Capital and Janus Henderson Investors, with H.C. Wainwright & Co. as placement agent.

The company said net proceeds will be used for general corporate purposes and that pro forma cash will extend the cash runway through at least the first half of 2028. Securities are offered under an effective Form S-1 (File No. 333-291611).

Positive

• $60M gross proceeds expected from offering
• Cash runway extended through at least H1 2028
• Offering led by institutional healthcare investors (Vivo, Janus Henderson)

Negative

• Issuance of 80,000,000 shares (or pre-funded warrants) will dilute existing shareholders
• Use of proceeds for general corporate purposes lacks specific earmarks

Argus Nov 28 session

+38.68% close to close Open Argus

Details

News Market Reaction – KTTA

On Nov 28, the day this news came out, KTTA closed 38.68% above the previous close.

Data tracked by StockTitan Argus for the Nov 28 session.

Market Context

On Nov 28, the day this news came out, the stock closed 38.7% above the previous close. A strong pos...

Analysis

On Nov 28, the day this news came out, the stock closed 38.7% above the previous close. A strong positive reaction aligns with prior instances where Pasithea’s financings still attracted buying interest, such as earlier offering-related moves. The announced $60 million raise at $0.75 per share extended runway into the first half of 2028, potentially easing going‑concern worries seen in recent filings. However, investors would have needed to consider dilution from 80,000,000 new shares or pre‑funded warrants and how quickly the newly available capital might be deployed.

Key Figures

Offering size: $60 million Shares offered: 80,000,000 shares Offer price: $0.75 per share +4 more

Offering size

$60 million

Gross proceeds from public offering before fees

Shares offered

80,000,000 shares

Common stock or pre-funded warrants in the offering

Offer price

$0.75 per share

Public offering price for stock or pre-funded warrants

Cash runway

First half of 2028

Runway extension after offering closes

Form S-1 file number

333-291611

Registration statement for this public offering

Effective date

November 28, 2025

Date Form S-1 was declared effective

Expected close

On or about December 1, 2025

Target closing date for the offering

Historical Context

5 past events · Latest: Dec 02

5 events

1. Dec 02

   Offering closing

   24h Move

   +2.6%

   Closed $60M offering at $0.75, confirming previously announced financing terms.

2. Nov 28

   Offering pricing

   24h Move

   +38.7%

   Priced 80M shares/pre-funded warrants at $0.75, targeting ~$60M gross proceeds.

3. Nov 25

   ALS grant award

   24h Move

   +14.8%

   ALS Association awarded ~$1M for Phase 1 PAS-004 ALS study, 12-patient design.

4. Nov 24

   Cancer Phase 1 data

   24h Move

   +45.3%

   Cohort 7 PAS-004 data showed zero treatment-related AEs and strong PK/PD signals.

5. Nov 21

   NF1 PK update

   24h Move

   -29.6%

   Positive PAS-004 tablet PK in NF1, but shares fell despite favorable exposure profile.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

pre-funded warrants, placement agent, registration statement on Form S-1, prospectus

4 terms

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.

placement agent financial

"H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering."

A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.

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.

prospectus regulatory

"The offering is being made only by means of a prospectus, which is part of the effective registration statement."

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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

MIAMI, Nov. 28, 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 pricing of a 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. is acting as the exclusive placement agent for the offering.

The closing of the offering is expected to occur on or about December 1, 2025, subject to the satisfaction of customary closing conditions. The gross proceeds to the Company from the offering are expected to be 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’s cash position following the closing will 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 are being 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 is being made only by means of a prospectus, which is part of the effective registration statement. A preliminary prospectus relating to the offering has been filed with the SEC. When available, 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 ability of the Company to consummate the public offering, the satisfaction of the closing conditions of the public offering and the use of proceeds therefrom, the Company’s cash runway after the closing of the public offering, 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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Pasithea Therapeutics (KTTA) announce on November 28, 2025?

Pasithea priced an offering of 80,000,000 shares (or pre-funded warrants) at $0.75 per share to raise roughly $60 million before fees.

When is the KTTA offering expected to close?

The company expects the offering to close on or about December 1, 2025, subject to customary closing conditions.

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

Pasithea said net proceeds will extend its cash runway through at least the first half of 2028.

Who led the KTTA public offering and who is the placement agent?

Healthcare investors including Vivo Capital and Janus Henderson Investors led the offering; H.C. Wainwright & Co. is the exclusive placement agent.

What will Pasithea use the proceeds from the KTTA offering for?

The company intends to use net proceeds for general corporate purposes, including research, clinical trials, licensing, and working capital.