Pasithea flagged for Nasdaq $1 bid price noncompliance

Pasithea Therapeutics Corp. received a notice from Nasdaq on February 20, 2026 stating that its common stock no longer meets the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Pasithea Therapeutics Corp. received a notice from Nasdaq on February 20, 2026 stating that its common stock no longer meets the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market.

The company has 180 calendar days, until August 19, 2026, to regain compliance by having its stock close at or above $1.00 per share for at least ten consecutive business days. If it meets other listing standards, it may qualify for an additional 180-day period and could use actions such as a reverse stock split to cure the deficiency.

If compliance is not regained, Nasdaq staff may move to delist the shares, though the company would have the right to appeal. The company plans to monitor its share price and evaluate options, and states that this notice does not affect its business operations or SEC reporting.

Positive

None.

Negative

Nasdaq minimum bid price deficiency: Pasithea Therapeutics Corp. received a Nasdaq notice that its common stock no longer satisfies the $1.00 minimum bid requirement, starting a 180-day cure period and creating a potential path to delisting if compliance is not restored.

Insights

Nasdaq bid-price deficiency introduces delisting risk but allows time to cure.

Pasithea Therapeutics Corp. has fallen below Nasdaq’s $1.00 minimum bid price requirement for 30 consecutive business days, triggering a formal deficiency notice. The shares remain listed, but the company now operates under a defined compliance timeline.

The company has 180 days, until August 19, 2026, to restore a bid price at or above $1.00 for at least ten consecutive business days. If it meets other initial listing criteria, it could receive an additional 180 days and may use tools such as a reverse stock split to regain compliance.

Failure to cure the issue could lead Nasdaq staff to initiate delisting, subject to a potential appeal. Future disclosures around any corporate actions to address the bid price and Nasdaq’s subsequent determinations will shape how this listing risk develops.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

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.

FAQ

What Nasdaq issue did Pasithea Therapeutics Corp. (KTTA) disclose?

Pasithea Therapeutics Corp. disclosed that Nasdaq notified the company on February 20, 2026 that its common stock no longer meets the $1.00 minimum bid price requirement. The notice is based on 30 consecutive business days with a closing bid below $1.00 per share.

How long does KTTA have to regain Nasdaq bid price compliance?

KTTA has 180 calendar days, until August 19, 2026, to regain compliance. It must achieve a closing bid price of at least $1.00 per share for a minimum of ten consecutive business days during this period to cure the deficiency.

Can Pasithea Therapeutics (KTTA) receive more time beyond the initial 180 days?

KTTA may receive an additional 180-day compliance period if it meets all other initial listing requirements, including market value of publicly held shares, except the bid price rule. It must also inform Nasdaq in writing of its plan to cure, potentially via a reverse stock split.

What happens if KTTA does not regain Nasdaq compliance by the deadline?

If KTTA fails to regain compliance by the deadline and does not qualify for more time, Nasdaq staff may notify the company that its securities are subject to delisting. The company would then have the right to appeal this determination to a hearings panel.

Does the Nasdaq notice change KTTA’s business operations or SEC reporting?

The company states that receiving the Nasdaq notice does not affect its business operations or its reporting obligations with the SEC. The issue specifically concerns compliance with Nasdaq’s $1.00 minimum bid price requirement for continued listing.

What actions is Pasithea Therapeutics (KTTA) considering to address the bid price issue?

Pasithea Therapeutics indicates it intends to monitor the closing bid price of its common stock and is considering options to regain compliance. The filing notes that a reverse stock split could be used if necessary during a potential second compliance period.

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

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Accepted by SEC EDGAR 02/20/2026 - 05:00 PM

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): February 20, 2026

PASITHEA THERAPEUTICS CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-40804	85-1591963
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		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 (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 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

On February 20, 2026, Pasithea Therapeutics Corp. (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company is not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market (the “Bid Price Requirement”). The Notice does not result in the immediate delisting of the Company’s common stock from The Nasdaq Capital Market.

The Nasdaq Listing Rules require listed securities to maintain a minimum bid price of $1.00 per share and, based upon the closing bid price of the Company’s common stock for 30 consecutive business days prior to the delivery of the Notice, the Company no longer meets this requirement. The Notice indicated that the Company will be provided 180 calendar days in which to regain compliance, or until August 19, 2026. If at any time during this period, the bid price of the Company’s common stock closes at or above $1.00 per share for a minimum of ten consecutive business days, the Nasdaq staff (the “Staff”) will provide the Company with a written confirmation of compliance and the matter will be closed.

Alternatively, if the Company fails to regain compliance with Rule 5550(a)(2) prior to the expiration of the initial 180 calendar day period, the Company may be eligible for an additional 180 calendar day compliance period, provided (i) it meets the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on The Nasdaq Capital Market (except for the Bid Price Requirement) and (ii) it provides written notice to Nasdaq of its intention to cure this deficiency during the second compliance period, by effecting a reverse stock split, if necessary. In the event the Company does not regain compliance with Rule 5550(a)(2) prior to the expiration of the initial 180 calendar day period, and if it appears to the Staff that the Company will not be able to cure the deficiency, or if the Company is not otherwise eligible, the Staff will provide the Company with written notification that its securities are subject to delisting from The Nasdaq Capital Market. At that time, the Company may appeal the delisting determination to a hearings panel.

The Company intends to monitor the closing bid price of its common stock and is considering its options to regain compliance with the Bid Price Requirement. The Company’s receipt of the Notice does not affect the Company’s business, operations or reporting requirements with the Securities and Exchange Commission.

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: February 20, 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