Pasithea Therapeutics Corp SEC Filings

Pasithea Therapeutics Corp. is registering up to 75,000,000 shares of common stock, 75,000,000 pre-funded warrants and 75,000,000 shares of common stock underlying those warrants in a primary best efforts offering through H.C. Wainwright & Co.

The company plans to sell common stock at an assumed price of $0.80 per share, or pre-funded warrants priced at $0.799 with a $0.001 exercise price, for purchasers that would otherwise exceed 4.99% or 9.99% ownership limits. If 75,000,000 shares are sold and no pre-funded warrants are issued, Pasithea estimates net proceeds of about $54.9 million, and shares outstanding would rise to about 82,443,577 from 7,443,577 as of November 25, 2025.

Pasithea is a clinical-stage biotech focused on PAS-004 for MAPK pathway-driven tumors and NF1 plexiform neurofibromas, with ongoing Phase 1 and Phase 1/1b trials and positive interim safety, PK and PD data reported in 2025. The company has a going concern explanatory paragraph, reported an accumulated deficit of approximately $59.9 million as of September 30, 2025, cash and cash equivalents of $4.1 million as of that date, and expects existing cash to fund operations only through December 2025, making this financing important to its clinical plans.

Pasithea Therapeutics Corp. (KTTA) filed an 8-K to highlight a series of November press releases focused on its experimental drug PAS-004. The company reported positive interim Phase 1 data from its first-in-human trial in patients with advanced solid tumors driven by MAPK pathway alterations, including those with RAS, NF1 or RAF mutations or who have failed prior BRAF/MEK inhibition.

Pasithea also announced positive tablet pharmacokinetic (PK) data for PAS-004 in a Phase 1/1b study in adults with NF1-associated plexiform neurofibromas, and additional positive safety, PK and pharmacodynamic (PD) data from Cohort 7 (37mg capsule) in its ongoing first-in-human cancer trial. Separately, the ALS Association awarded an approximately $1 million Hoffman ALS Clinical Trial Award grant to study the efficacy, safety and tolerability of PAS-004 in ALS patients.

Pasithea Therapeutics Corp. is registering up to 13,929,516 shares of common stock, up to 13,929,516 Pre-Funded Warrants and up to 13,929,516 Common Warrants, plus the same number of underlying shares, in a reasonable best efforts public offering. Each share, or Pre-Funded Warrant in lieu of a share, is sold with a Common Warrant, based on an assumed combined price of $0.7179 per share and Common Warrant and $0.7169 per Pre-Funded Warrant and Common Warrant. The company estimates net proceeds of about $8.9 million if all 13,929,516 shares are sold, and it plans to use the cash for general corporate purposes, including clinical trials for its lead MEK inhibitor PAS‑004 and early-stage programs PAS‑003 and PAS‑001, as well as potential licensing and acquisitions. Common Warrants generally are not exercisable until stockholders approve their issuance, and both the Common and Pre-Funded Warrants have ownership caps of 4.99% or 9.99%.

Pasithea Therapeutics (KTTA) filed its Q3 2025 report, highlighting ongoing clinical progress alongside tight liquidity. The company reported a net loss of $3.04 million for the quarter, driven by general and administrative expenses of $1.75 million and research and development of $1.36 million. For the nine months, net loss was $10.32 million.

Cash and cash equivalents were $4.1 million with working capital of $4.2 million as of September 30, 2025. Management stated there is substantial doubt about the company’s ability to continue as a going concern without additional financing. Stockholders’ equity stood at $12.21 million, and the accumulated deficit was $59.9 million.

Pasithea advanced its lead MEK inhibitor PAS-004: the first-in-human dose escalation in advanced tumors continued, and the Phase 1/1b trial in adult NF1-PN expanded across sites in the U.S., Australia, and South Korea. To fund operations, the company completed a May 2025 public offering (aggregate gross proceeds including warrant exercises of approximately $6.3 million) and raised $2.01 million net via its ATM earlier in 2025. 7,443,577 shares were outstanding as of November 12, 2025.

Pasithea Therapeutics (KTTA) announced activation of a new U.S. clinical trial site at the University of Alabama at Birmingham for its Phase 1/1b open-label study of PAS-004 in adults with neurofibromatosis type 1. Enrollment at the UAB site is expected to begin immediately. The company also said it will serve as Platinum Sponsor of the 2025 NF Caregivers Symposium hosted at UAB on November 8, 2025.

Pasithea Therapeutics Corp. (KTTA) director Lawarence Steinman reported a stock option grant. The Form 4 shows a stock option for 242,913 shares of common stock at an exercise price of $0.715, granted on 10/24/2025 and expiring on 10/23/2035. The option was awarded under the company’s 2023 Stock Incentive Plan.

The shares underlying the option vest in full on the one-year anniversary of the grant date, provided he remains a director through that date, and will fully vest upon a Change in Control as defined in the plan.

Pasithea Therapeutics (KTTA) disclosed a Form 4 showing CFO Daniel Schneiderman received a stock option for 317,266 shares at an exercise price of $0.715 per share on 10/24/2025, expiring 10/23/2035. The award vests 33% on the one-year anniversary of grant, with the balance vesting in equal quarterly installments over the next two years, subject to continuous service. The option fully vests upon a Change in Control as defined in the plan. Vested options may be exercised for up to three years after service ends, except in cases of termination for cause.

Pasithea Therapeutics (KTTA)42,913 stock options at an exercise price of $0.715 per share, with a transaction date of 10/24/2025 and direct ownership.

The options vest in full on the one-year anniversary of the grant date, provided the individual remains a director through that date, and will fully vest upon a Change in Control as defined in the company’s 2023 Stock Incentive Plan. The options expire on 10/23/2035.

Pasithea Therapeutics (KTTA) disclosed that CEO and director Dr. Tiago Reis Marques was granted a stock option to purchase 493,341 shares of common stock at an exercise price of $0.715 per share. The grant date was 10/24/2025 and the option expires on 10/23/2035.

The option vests 33% on the one-year anniversary of grant, with the remainder vesting in equal quarterly installments over the following two years, subject to continued service. The option fully vests upon a Change in Control as defined in the company’s 2023 Stock Incentive Plan, and vested portions may be exercised for up to three years following termination of continuous service (except for cause).