Pasithea Therapeutics Corp. filings document a clinical-stage biotechnology issuer with Nasdaq-listed common stock and warrants. The company’s 8-K reports cover executive appointments, Regulation FD communications, shareholder voting matters, equity incentive plan approvals, Nasdaq continued-listing compliance and other material events.
Pasithea’s registration statements describe securities offerings, capital structure, emerging growth company status and risk disclosures related to biotechnology research and development. Its filings also identify the company’s Delaware incorporation, Miami Beach executive office, common stock under KTTA and warrants under KTTAW.
Pasithea Therapeutics Corp. (KTTA) reports that its publicly traded warrants to purchase common stock, which trade on the Nasdaq Capital Market under the symbol KTTAW, will expire on September 17, 2026 in accordance with their terms under the Warrant Agency Agreement with VStock Transfer, LLC.
Any KTTAW warrants not exercised before that date will cease to be exercisable and have no further value. In connection with the expiration, KTTAW will cease trading on Nasdaq and the company will file Form 25 to delist and deregister the warrants, while its common stock will continue trading on Nasdaq under the symbol KTTA.
Pasithea Therapeutics Corp. (KTTA) reports that its warrants are being removed from listing and/or registration on the Nasdaq Stock Market LLC through a Form 25 filing under Section 12(b) of the Securities Exchange Act of 1934.
Nasdaq states it has complied with its rules to strike this class of securities, and Pasithea is reported to have complied with the exchange’s rules and 17 CFR 240.12d2-2(c) governing voluntary withdrawal from listing and registration.
Pasithea Therapeutics Corp. (KTTA) reported the results of its September 9, 2026 Annual Meeting of Stockholders. Stockholders voted on electing two Class III directors, ratifying the independent auditor, and authorizing a potential reverse stock split.
Of 33,414,448 common shares outstanding and entitled to vote, 26,142,328 were represented, constituting a quorum. Tiago Reis Marques and Lawrence Steinman were elected as Class III directors by plurality. Stockholders ratified the appointment of CBIZ CPAs P.C. as independent registered public accounting firm for the year ending December 31, 2026. Stockholders also approved an amendment to the certificate of incorporation that permits the Board, in its discretion, to implement a reverse stock split of issued common shares at a ratio between 1-for-2 and 1-for-20 at any time up to one year after the Annual Meeting.
Pasithea Therapeutics Corp. (KTTA) reports that Nasdaq has granted an additional 180-day period, until February 16, 2027, to regain compliance with Nasdaq’s $1.00 minimum bid price requirement for continued listing. The initial 180-day grace period had been set to expire on August 19, 2026. The company states it will continue monitoring its share price and may consider actions such as a reverse stock split to regain compliance. If compliance is not achieved within the extended period, Nasdaq may initiate delisting proceedings, which Pasithea would have the right to appeal.
Pasithea Therapeutics Corp. is a clinical-stage biotech developing treatments for RASopathies, MAPK pathway-driven tumors and CNS disorders, led by MEK inhibitor PAS-004, now in Phase 1 and Phase 1/1b trials for advanced tumors and NF1 plexiform neurofibromas. The company also has PAS-001 in discovery for schizophrenia.
For the quarter ended June 30, 2026, Pasithea reported a net loss of $5.3 million versus $3.7 million a year earlier, and a six‑month net loss of $8.1 million. Operating expenses rose as general and administrative spending reached $2.0 million and research and development climbed to $3.7 million for the quarter, reflecting expanded clinical, CMC and non‑clinical work on PAS‑004.
Cash and cash equivalents were $45.7 million at June 30, 2026, with total assets of $51.7 million and stockholders’ equity of $49.8 million. The company also has 54,828,835 paid but unexercised December 2025 pre‑funded warrants at a $0.001 exercise price. Management concluded there is no substantial doubt about the company’s ability to continue as a going concern for at least 12 months, but ongoing operations remain dependent on external financing.
Pasithea Therapeutics Corp. has a significant institutional holder group led by Vivo Opportunity entities, which report beneficial ownership just below 10% of the common stock. Vivo Opportunity Fund Holdings, L.P. and its general partner Vivo Opportunity, LLC each report beneficial ownership of 9,286,738 shares, including 422,791 common shares and 8,863,947 shares issuable upon exercise of pre-funded warrants. Vivo Opportunity Cayman Fund, L.P. and its general partner Vivo Opportunity Cayman, LLC each report beneficial ownership of 937,567 shares, including 42,680 common shares and 894,887 warrant shares. Each entity reports ownership of 9.99% of Pasithea’s common stock, based on 33,414,448 shares outstanding as of May 13, 2026, with warrant terms that block exercises above the 9.99% ownership threshold, though the reported amounts assume full warrant exercise without that cap.
Pasithea Therapeutics Corp. plans a virtual annual meeting on September 9, 2026 at 9:00 a.m. Eastern Time to vote on director elections, auditor ratification and a reverse stock split. Stockholders of record on July 24, 2026, when 33,414,448 shares of common stock were outstanding, may vote.
Stockholders will elect two Class III directors, Tiago Reis Marques and Lawrence Steinman, to terms ending in 2029, ratify CBIZ as independent auditor for 2026, and consider a Reverse Split Proposal. The board is classified, directors can be removed only for cause, and most directors are independent, with separate chair and CEO roles and active audit, compensation, and nominating committees.
In 2025, CEO Tiago Reis Marques received total compensation of $1,327,518, including salary and equity awards, and his 2026 base salary is $621,000 with a 55% bonus target. CFO Daniel Schneiderman received $895,187 in 2025, with a 2026 base salary of $456,000. New CMO Kartik Krishnan has a $500,000 base salary, 40% bonus target and options on 1,129,323 shares. Large holders each beneficially own up to 9.99%, while all directors and officers together own about 1.5% of shares. The 2024 audit report included an explanatory paragraph about substantial doubt regarding the company’s ability to continue as a going concern.
Opaleye Management Inc., Opaleye, L.P., and James Silverman report beneficial ownership of Pasithea Therapeutics Corp. common stock. Through Opaleye, L.P., they collectively report holding 2,050,000 shares of common stock, representing 6.14% of the outstanding class.
The stake is calculated based on 33,414,448 shares outstanding as of May 13, 2026, as reported by Pasithea Therapeutics. The Reporting Persons have shared voting and dispositive power over all 2,050,000 shares and no sole voting or dispositive power. The filing clarifies that this does not constitute an admission of beneficial ownership for any legal purpose.
Pasithea Therapeutics Corp. is asking stockholders to vote at a fully virtual annual meeting on September 9, 2026, with 33,414,448 shares of common stock entitled to vote as of July 24, 2026. The agenda includes electing two Class III directors (Tiago Reis Marques and Lawrence Steinman) for terms expiring in 2029, ratifying CBIZ as independent registered public accounting firm for 2026, and approving a reverse stock split proposal.
The company describes a classified board structure with directors removable only for cause, standard U.S. corporate governance practices, and three key board committees composed of independent directors. Detailed executive compensation is disclosed, including 2025 total pay of $1,327,518 for the CEO and $895,187 for the CFO, along with 2026 base salaries and bonus targets. The filing also lists large beneficial holders, equity incentive plan capacity, director fees, and the process for stockholder communications and proposal submissions.