Pasithea holders OK reverse split up to 1-for-20

Q: What key matters did KTTA stockholders vote on at the September 9, 2026 Annual Meeting?

Stockholders voted on three proposals: electing two Class III directors, ratifying CBIZ CPAs P.C. as independent registered public accounting firm for 2026, and approving an amendment authorizing a reverse stock split at a 1-for-2 to 1-for-20 ratio at the board’s discretion.

Q: How many Pasithea Therapeutics (KTTA) shares were eligible and present for the 2026 Annual Meeting vote?

There were 33,414,448 shares of common stock outstanding and entitled to vote, and 26,142,328 shares were represented in person or by proxy, which constituted a quorum for conducting the Annual Meeting.

Q: Were the director nominees elected at Pasithea Therapeutics’ 2026 Annual Meeting?

Yes. Tiago Reis Marques received 18,381,039 votes for and 67,394 withheld, and Lawrence Steinman received 17,000,205 votes for and 1,448,228 withheld, with 7,693,895 broker non-votes for each, and both were elected as Class III directors.

Q: Did KTTA stockholders ratify the independent auditor for the year ending December 31, 2026?

Yes. The appointment of CBIZ CPAs P.C. as independent registered public accounting firm for the year ending December 31, 2026 was ratified with 25,935,574 votes for, 199,988 against, and 6,766 abstentions.

KTTA stockholders elected two directors, ratified the 2026 auditor, and authorized the board to implement a discretionary reverse stock split within a one-year window.

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(Moderate)

Filing Sentiment

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Form Type

8-K

Rhea-AI Filing Summary

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.

Filing Explained

The vote authorized, but did not itself carry out, a reverse split: if the Board uses the authority within one year, the share count would be consolidated at a 1-for-2 to 1-for-20 ratio and the per-share price would rise proportionally, while the split itself would not change company value.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Shares outstanding entitled to vote: 33,414,448 shares Shares represented at meeting: 26,142,328 shares Votes for Tiago Reis Marques: 18,381,039 votes +3 more

6 metrics

Shares outstanding entitled to vote 33,414,448 shares Common stock outstanding and entitled to vote at the Annual Meeting

Shares represented at meeting 26,142,328 shares Common stock represented in person or by proxy, constituting a quorum

Votes for Tiago Reis Marques 18,381,039 votes Election as Class III director

Votes for Lawrence Steinman 17,000,205 votes Election as Class III director

Auditor ratification votes for 25,935,574 votes Ratification of CBIZ CPAs P.C. for year ending December 31, 2026

Reverse split approval votes for 25,071,052 votes Approval of amendment authorizing reverse stock split between 1-for-2 and 1-for-20

Key Terms

reverse stock split, broker non-votes, independent registered public accounting firm, emerging growth company

4 terms

reverse stock split financial

"to effect a reverse stock split of the Company’s issued shares of Common Stock"

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.

broker non-votes financial

"The following directors were approved by a plurality of the votes cast ... BROKER NON-VOTES"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"CBIZ as the Company’s independent registered public accounting firm for the fiscal year"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What key matters did KTTA stockholders vote on at the September 9, 2026 Annual Meeting?

Stockholders voted on three proposals: electing two Class III directors, ratifying CBIZ CPAs P.C. as independent registered public accounting firm for 2026, and approving an amendment authorizing a reverse stock split at a 1-for-2 to 1-for-20 ratio at the board’s discretion.

How many Pasithea Therapeutics (KTTA) shares were eligible and present for the 2026 Annual Meeting vote?

There were 33,414,448 shares of common stock outstanding and entitled to vote, and 26,142,328 shares were represented in person or by proxy, which constituted a quorum for conducting the Annual Meeting.

Were the director nominees elected at Pasithea Therapeutics’ 2026 Annual Meeting?

Yes. Tiago Reis Marques received 18,381,039 votes for and 67,394 withheld, and Lawrence Steinman received 17,000,205 votes for and 1,448,228 withheld, with 7,693,895 broker non-votes for each, and both were elected as Class III directors.

Did KTTA stockholders ratify the independent auditor for the year ending December 31, 2026?

Yes. The appointment of CBIZ CPAs P.C. as independent registered public accounting firm for the year ending December 31, 2026 was ratified with 25,935,574 votes for, 199,988 against, and 6,766 abstentions.

What reverse stock split authority did KTTA stockholders approve in 2026?

Stockholders approved an amendment authorizing the board, in its discretion, to effect a reverse stock split of issued common stock at a ratio between 1-for-2 and 1-for-20 at any time before the one-year anniversary of the Annual Meeting, based on a vote of 25,071,052 for, 1,053,169 against, and 18,107 abstaining.

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

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Available on EDGAR 09/09/2026 - 04:21 PM EDT Accepted by SEC EDGAR 09/09/2026 - 04:20 PM EDT

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 9, 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)		(IRS Employer Identification No.)

1111 Lincoln Road, Suite 500

Miami Beach, Florida

33139

(Address of principal executive offices)

(Zip Code)

(702) 514-4174

(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 (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 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 5.07. Submission of Matters to a Vote of Security Holders.

On September 9, 2026, the Company held its Annual Meeting. The stockholders of the Company acted upon the following three proposals at the Annual Meeting: (1) the election of two Class III directors; (2) the ratification of the appointment of CBIZ CPAs P.C. (“CBIZ”) as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2026; and (3) the adoption and approval of an amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended and/or restated from time to time (the “Certificate”), at the discretion of the Board of Directors of the Company (the “Board”), to effect a reverse stock split of the Company’s issued shares of Common Stock, at a specific ratio, ranging from one-for-two (1:2) to one-for-twenty (1:20), at any time prior to the one-year anniversary date of the Annual Meeting, with the exact ratio to be determined by the Board without further approval or authorization of the Company’s stockholders.

Of the 33,414,448 shares of Common Stock outstanding and entitled to vote at the Annual Meeting, 26,142,328 shares of Common Stock were represented in person or by proxy at the Annual Meeting, thereby constituting a quorum.

The voting results on each of the proposals acted upon at the Annual Meeting are set forth below:

Proposal 1 related to the election of two nominees to serve as Class III directors with a three-year term expiring at the 2029 Annual Meeting of Stockholders or until their successors are duly elected and qualified. The following directors were approved by a plurality of the votes cast at the Annual Meeting:

	FOR	WITHHELD	BROKER NON-VOTES
Dr. Tiago Reis Marques	18,381,039	67,394	7,693,895
Prof. Lawrence Steinman	17,000,205	1,448,228	7,693,895

Proposal 2 related to the ratification of the appointment of CBIZ as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. Proposal 2 was approved by a majority of the votes cast at the Annual Meeting, based upon the following votes:

FOR		AGAINST		ABSTAIN
25,935,574		199,988		6,766

Proposal 3 related to the adoption and approval of an amendment to the Certificate, at the discretion of the Board, to effect a reverse stock split of the Company’s issued shares of Common Stock, at a specific ratio, ranging from one-for-two (1:2) to one-for-twenty (1:20), at any time prior to the one-year anniversary date of the Annual Meeting, with the exact ratio to be determined by the Board without further approval or authorization of the Company’s stockholders. Proposal 3 was approved by a majority of the votes cast at the Annual Meeting, based upon the following votes:

FOR		AGAINST		ABSTAIN
25,071,052		1,053,169		18,107

No other business properly came before the Annual Meeting.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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: September 9, 2026	By:	/s/ Tiago Reis Marques
		Name:	Tiago Reis Marques
		Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents