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Pasithea (NASDAQ: KTTA) gets Nasdaq reprieve before possible delisting

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • Nasdaq has warned KTTA about non-compliance with the $1.00 minimum bid price rule, and failure to regain compliance by February 16, 2027 could result in delisting of the company’s common stock.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.
Minimum Bid Price Requirement $1.00 per share Required minimum closing bid price for Nasdaq listing under Listing Rule 5550(a)(2)
Initial grace period end date August 19, 2026 End of the first 180-day period to regain compliance with the Minimum Bid Price Requirement
Extended compliance deadline February 16, 2027 New deadline after Nasdaq granted an additional 180-day extension
Extension length 180 days Length of the additional period granted by Nasdaq to regain bid price compliance
Consecutive days below $1.00 30 business days Period of sub-$1.00 closing bid prices that triggered the deficiency notice
Minimum Bid Price Requirement regulatory
"to regain compliance with the Minimum Bid Price Requirement"
A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.
Nasdaq Listing Rule 5550(a)(2) regulatory
"as set forth in Nasdaq Listing Rule 5550(a)(2)"
Nasdaq Listing Rule 5810(c)(3)(A) regulatory
"In accordance with Nasdaq Listing Rule 5810(c)(3)(A)"
reverse stock split financial
"including but not limited to, implementing a reverse stock split"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
delisting regulatory
"the Company’s Common Stock will be subject to delisting"
Delisting occurs when a company's stock is removed from a stock exchange and is no longer available for trading there. This can happen voluntarily or because the company no longer meets the exchange's requirements. For investors, delisting means they can no longer buy or sell shares of that company on the exchange, which may make it more difficult to sell their investments or affect the stock's value.

FAQ

What did Pasithea Therapeutics Corp. (KTTA) announce regarding its Nasdaq listing status?

Pasithea Therapeutics Corp. announced it received a 180-day extension from Nasdaq, until February 16, 2027, to regain compliance with the $1.00 minimum bid price requirement for continued listing of its common stock.

Why is KTTA out of compliance with Nasdaq listing rules?

KTTA is out of compliance because the closing bid price of its common stock was below $1.00 per share for 30 consecutive business days, violating Nasdaq Listing Rule 5550(a)(2) regarding the Minimum Bid Price Requirement.

What is the new deadline for KTTA to regain compliance with Nasdaq’s minimum bid price?

The new deadline is February 16, 2027. Nasdaq granted KTTA an additional 180-day extension beyond the original grace period that was scheduled to expire on August 19, 2026.

What actions might KTTA take to regain Nasdaq compliance?

KTTA states it will monitor its share price and may consider available options, including a reverse stock split of its outstanding securities, to attempt to lift its share price and regain compliance with the Minimum Bid Price Requirement.

What happens if KTTA does not regain compliance by February 16, 2027?

If KTTA does not regain compliance by February 16, 2027, Nasdaq may notify the company that its common stock is subject to delisting. KTTA would then be entitled to appeal that determination to a Nasdaq hearings panel.

When did KTTA first receive notice of its Nasdaq bid price deficiency?

KTTA first received notice on February 20, 2026, when Nasdaq’s Listing Qualifications Department informed the company that its common stock had failed to meet the $1.00 minimum bid price requirement for the prior 30 consecutive business days.

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

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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): August 20, 2026

 

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)  

(I.R.S. Employer

Identification No.)

 

1111 Lincoln Road, Suite 500

Miami Beach, FL 33139

(Address of principal executive offices, including 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   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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

As previously reported, on February 20, 2026, Pasithea Therapeutics Corp. (the “Company”) received a letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), for the prior 30 consecutive business days, the Company was not in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on Nasdaq, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided a grace period of 180 days, or until August 19, 2026, to regain compliance with the Minimum Bid Price Requirement.

 

On August 20, 2026, the Company received a letter from Nasdaq advising that the Company had been granted a 180-day extension to February 16, 2027, to regain compliance with the Minimum Bid Price Requirement.

 

The Company will continue to monitor the closing bid price of its Common Stock and may, if appropriate, consider implementing available options, including but not limited to, implementing a reverse stock split of its outstanding securities, to regain compliance with the Minimum Bid Price Requirement. If the Company does not regain compliance within the allotted compliance period, Nasdaq will provide notice that the Company’s Common Stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel. There can be no assurance that the Company will regain compliance with the Minimum Bid Price Requirement during this 180-day extension.

 

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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.
     
Dated: August 21, 2026 By: /s/ Tiago Reis Marques
    Tiago Reis Marques
    Chief Executive Officer

 

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Filing Exhibits & Attachments

4 documents