Pasithea Therapeutics (NASDAQ: KTTA) back in Nasdaq bid price compliance

Rhea-AI Filing Summary

Pasithea Therapeutics Corp. has regained compliance with Nasdaq’s minimum $1.00 bid price requirement for its common stock.

The company had previously received a notice on June 23, 2025 that its shares were below the $1.00 minimum bid price set by Nasdaq Listing Rule 5550(a)(2) and was given until December 22, 2025 to cure the deficiency. On December 12, 2025, Nasdaq informed Pasithea that the stock had maintained a closing bid at or above $1.00 per share for a sufficient number of consecutive business days and confirmed that the matter is now closed.

Positive

• The company has regained Nasdaq minimum $1.00 bid price compliance for its common stock, and Nasdaq has confirmed that the prior bid-price matter is now closed.

Negative

• None.

Insights

Equity markets analyst

Pasithea resolves a Nasdaq bid-price deficiency without changing business fundamentals.

Pasithea Therapeutics had been under pressure to lift its share price after Nasdaq notified the company on June 23, 2025 that it was below the $1.00 minimum bid price required under Listing Rule 5550(a)(2). The company was given until December 22, 2025 to regain compliance, a standard 180-day window for Nasdaq Capital Market issuers.

On December 12, 2025, Nasdaq sent a letter stating that Pasithea’s common stock had maintained a closing bid at or above $1.00 per share for a sufficient number of consecutive business days. Nasdaq confirmed that the minimum bid price requirement is now satisfied and the matter is closed, which removes the specific listing deficiency without addressing the company’s operating performance.

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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): December 12, 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, FL 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 Company under any of the following provisions (see General Instruction A.2. below):

☐	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 Company is an emerging growth company as defined by Rule 405 of the Securities Act of 1933 (17 §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 Company 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 8.01. Other Events.

As previously reported, on June 23, 2025, Pasithea Therapeutics Corp. (the “Company”) received a notice from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company was not in compliance with the $1.00 minimum bid price requirement, as set forth in Nasdaq Listing Rule 5550(a)(2), and had 180 days in which to regain compliance, or until December 22, 2025.

On December 12, 2025, the Company received a letter from Nasdaq stating that its common stock had maintained a closing bid price at or above $1.00 per share for a sufficient number of consecutive business days to regain compliance with the minimum bid price requirement, and that the matter is now closed.

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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.
	By:	/s/ Tiago Reis Marques
	Name:	Dr. Tiago Reis Marques
	Title:	Chief Executive Officer
Date: December 15, 2025

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FAQ

What did Pasithea Therapeutics (KTTA) disclose about its Nasdaq listing status?

Pasithea Therapeutics disclosed that Nasdaq has notified the company its common stock has regained compliance with the $1.00 minimum bid price requirement and that the matter is closed.

Why was Pasithea Therapeutics (KTTA) previously at risk of Nasdaq non-compliance?

On June 23, 2025, Pasithea received a notice from Nasdaq stating that its common stock was not in compliance with the $1.00 minimum bid price requirement under Listing Rule 5550(a)(2).

How did Pasithea Therapeutics (KTTA) regain compliance with Nasdaq’s bid price rule?

Nasdaq informed the company on December 12, 2025 that its common stock had maintained a closing bid price at or above $1.00 per share for a sufficient number of consecutive business days, restoring compliance.

What was the deadline for Pasithea Therapeutics (KTTA) to fix its bid price deficiency?

Nasdaq had given Pasithea until December 22, 2025 to regain compliance with the $1.00 minimum bid price requirement.

Does Nasdaq consider the Pasithea Therapeutics (KTTA) bid price issue resolved?

Yes. Nasdaq’s letter dated December 12, 2025 stated that Pasithea’s common stock is back in compliance with the minimum bid price rule and that the matter is now closed.