false
0001841330
0001841330
2025-09-16
2025-09-16
0001841330
KTTA:CommonStockParValue0.0001PerShareMember
2025-09-16
2025-09-16
0001841330
KTTA:WarrantsToPurchaseSharesOfCommonStockParValue0.0001PerShareMember
2025-09-16
2025-09-16
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 16, 2025
Pasithea Therapeutics Corp.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-40804 |
|
85-1591963 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
|
1111 Lincoln Road, Suite 500
Miami Beach, Florida |
|
33139 |
| (Address of principal executive offices) |
|
(Zip Code) |
(786) 977-3380
(Registrant’s telephone number, including area
code)
N/A
(Former name or former address, if changed since last
report.)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share |
|
KTTA |
|
The Nasdaq Capital Market |
| Warrants to purchase shares of Common Stock, par value $0.0001 per share |
|
KTTAW |
|
The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01 Regulation FD
On September 16, 2025, Pasithea Therapeutics Corp.
(the “Company”) issued the Press Release (as defined below). A copy of the Press Release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K and is hereby incorporated by reference herein.
The information in this Current Report on Form 8-K
under Item 7.01, including the information contained in Exhibit 99.1, is being furnished to the Securities and Exchange Commission, and
shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference
in such filing.
Item 8.01 Other Events.
On September 16, 2025, the Company issued a press
release (the “Press Release”) relating to its Phase 1/1b open-label study to assess the safety, tolerability, pharmacokinetics
(PK) and pharmacodynamics (PD) of PAS-004 in adult participants with neurofibromatosis type 1 (NF1) (the “NF1 Trial”), announcing
the activation of two clinical trial sites in South Korea—Asan Medical Centre and Severance Hospital Yonsei University Health System.
These sites are now actively recruiting trial participants, and the first patient in South Korea has been dosed.
Beyond South Korea, the NF1 Trial is currently enrolling
patients in Cohort 2, 8mg tablet, following the recent recommendation by the external Safety Review Committee to proceed past Cohort 1,
4mg tablet, without modification. Initial interim clinical data from the first two cohorts of the NF1 Trial is expected in the first quarter
of 2026.
Forward Looking Statements
This Current Report on Form 8-K 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 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 with NF1-associated
plexiform neurofibromas, 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 Current Report. 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 Report on Form 10-Q and other filings made
with the U.S. Securities and Exchange Commission (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 Current
Report, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated September 16, 2025. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
PASITHEA THERAPEUTICS CORP. |
| |
|
|
| Date: September 16, 2025 |
By: |
/s/ Tiago Reis Marques |
| |
Name: |
Tiago Reis Marques |
| |
Title: |
Chief Executive Officer |
