New CMO and large option grants at Pasithea Therapeutics (NASDAQ: KTTA)
Rhea-AI Filing Summary
Pasithea Therapeutics Corp. appointed Kartik Krishnan, M.D., Ph.D. as Chief Medical Officer effective May 1, 2026. He will lead clinical development and medical strategy as the company advances its PAS-004 MEK inhibitor program in neurofibromatosis type 1 and other indications.
Under an Executive Employment Agreement dated April 3, 2026, Dr. Krishnan receives an initial $500,000 base salary and is eligible for an annual discretionary bonus of up to 40% of salary, plus participation in benefit plans. On May 1, 2026, the board granted him options to purchase 1,129,323 shares at an exercise price of $0.841 per share, alongside sizable option grants to the CEO, CFO, other employees and non‑employee directors, with multi‑year vesting and full vesting upon a Change in Control.
Positive
- None.
Negative
- None.
8-K Event Classification
Key Figures
Key Terms
Chief Medical Officer financial
Executive Employment Agreement financial
Change in Control financial
2023 Stock Incentive Plan financial
Phase 1 clinical trial financial
forward-looking statements financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(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 | ||
| The Capital Market | ||||
| The 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Medical Officer
On May 4, 2026, Pasithea Therapeutics Corp. (the “Company”) announced the appointment of Kartik Krishnan, M.D., Ph.D. as Chief Medical Officer of the Company, effective May 1, 2026. Dr. Krishnan will oversee all clinical development and medical strategy as the Company advances PAS-004 through the clinic for the treatment of neurofibromatosis type 1 (NF1)-associated plexiform and cutaneous neurofibromas.
Dr. Krishnan, age 55, has over 20 years of experience in clinical development, pharmacovigilance, clinical operations, regulatory affairs, and R&D strategy. Prior to joining the Company, Dr. Krishnan served as Chief Executive Officer at OncoNano Medicines, a privately held company developing anti-cancer assets. Prior to that, Dr. Krishnan served as Chief Medical Officer at Arcus Biosciences, a discovery and clinical development company focusing on combination therapies in immuno-oncology. Earlier in his career, Dr. Krishnan held various clinical development and medical director roles of increasing responsibility at companies including Astex Pharmaceuticals, Genentech, Five Prime Therapeutics, BioMarin, and Amgen. While at Genentech, Dr. Krishnan was an integral part of the clinical team for cobimetinib (Cotellic™), contributing to its approval in the United States and Europe in 2015 for the treatment of BRAF V600E-mutant or BRAF V600K-mutant melanoma in combination with vemurafenib (Zelboraf™), and worked to establish development opportunities for this MEK inhibitor beyond melanoma. Prior to joining industry, Dr. Krishnan held a faculty position in the Department of Pediatrics at the University of Arizona, with both clinical and primary research responsibilities.
Dr. Krishnan received his B.A. in History (with Distinction) from the University of Virginia. He completed his M.D. and Ph.D. in Cellular, Molecular and Biophysical Studies at Columbia University’s College of Physicians and Surgeons, where his Ph.D. studies were completed in the lab of Dr. John Krolewski, focusing on JAK/STAT signaling in the interferon pathway. Dr. Krishnan trained in pediatrics at UCLA and in pediatric hematology and oncology at Johns Hopkins University and the National Cancer Institute.
There are no arrangements or understandings between Dr. Krishnan and any other person pursuant to which he was selected as the Company’s Chief Medical Officer. There are no family relationships between Dr. Krishnan and any of the Company’s directors or executive officers, and there are no transactions requiring disclosure under Item 404(a) of Regulation S-K.
Employment Agreement
In connection with Dr. Krishnan’s appointment, the Company and Dr. Krishnan entered into an Executive Employment Agreement, dated April 3, 2026 (the “Employment Agreement”). Pursuant to the Employment Agreement, Dr. Krishnan will receive an initial annual base salary of $500,000 and will be eligible for an annual discretionary bonus of up to 40% of his base salary, with the amount (if any) to be determined by the compensation committee of the Company’s Board of Directors (the “Board”) in its sole discretion based on objectives and milestones determined by the Board. Dr. Krishnan will also be eligible to participate in the Company’s employee benefit programs in accordance with their terms. In connection with the commencement of Dr. Krishnan’s employment on May 1, 2026, the Board agreed to grant him the stock options described below under “–Option Awards to Certain Executive Officers, Employees and Non-Employee Directors.”
Dr. Krishnan’s employment is at-will. The Employment Agreement provides for severance benefits in specified circumstances.
The foregoing description of the principal terms of the Employment Agreement is qualified in its entirety by reference to the Employment Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.
1
Stock Option Awards
On May 1, 2026, the Board approved the following stock option awards for the Company’s executive officers, certain employees and non-employee directors. The stock option awards are intended to bring the Company’s equity incentive structure more in line with other industry comparables, adequately incentivize its executive officers and employees and reflect the ownership impact of certain recent capital raises on the Company’s incentive structure.
Executive Officers and Employees
The Board approved the following stock option awards, each of which has an exercise price of $0.841 per share, the closing price of the Company’s common stock (“Common Stock”) as reported on The Nasdaq Capital Market (“Nasdaq”) on May 1, 2026 (the “Grant Date”), in accordance with the terms of the Company’s 2023 Stock Incentive Plan, as amended (the “Plan”): Dr. Tiago Reis Marques, options to purchase 1,756,069 shares of Common Stock; Daniel Schneiderman, options to purchase 1,129,323 shares of Common Stock; Dr. Krishnan, options to purchase 1,129,323 shares of Common Stock; and certain employees options to purchase an aggregate of 1,239,323 shares of Common Stock. Each such option award will vest as to 33% of the shares subject thereto on the one year anniversary of the Grant Date, and the remaining shares will vest in equal quarterly installments thereafter for the next two years, subject to continued service; provided, that the shares underlying such options will fully vest upon a Change in Control (as defined in the Plan).
Non-Employee Directors
The Board approved annual stock option awards for fiscal year 2026 to each of the Company’s non-employee directors, Prof. Lawrence Steinman, Dr. Emer Leahy, Simon Dumesnil and Alfred Novak, each of which entitles such individuals to purchase 152,783 shares of Common Stock each, and each of which has an exercise price of $0.841 per share, the closing price of the Common Stock as reported on Nasdaq on the Grant Date, in accordance with the terms of the Plan. Each such option award will vest in full on the one year anniversary of the Grant Date, subject to continued service; provided, that the shares underlying such options will fully vest upon a Change in Control (as defined in the Plan).
Unless otherwise noted, the equity awards described above are subject to the terms of the Plan and the applicable award agreements.
Item 7.01. Regulation FD Disclosure.
On May 4, 2026, the Company issued a press release announcing the appointment of Dr. Krishnan as Chief Medical Officer of the Company, effective May 1, 2026. A copy of this press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.
The information in this Item 7.01 of this Current Report on Form 8-K, including the information contained in Exhibit 99.1, is being furnished 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 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 10.1 | Executive Employment Agreement, dated April 3, 2026, by and between Pasithea Therapeutics Corp. and Kartik Krishnan, M.D., Ph.D. | |
| 99.1 | Press Release Dated May 4, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
2
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: May 4, 2026 | By: | /s/ Tiago Reis Marques |
| Name: | Tiago Reis Marques | |
| Title: | Chief Executive Officer | |
3
Exhibit 99.1
Pasithea Therapeutics Announces Appointment of Kartik Krishnan, M.D., Ph.D. as Chief Medical Officer
MIAMI, FL., May 4, 2026 (GLOBE NEWSWIRE) - Pasithea Therapeutics Corp. (NASDAQ: KTTA) (“Pasithea” or the “Company”), a clinical-stage biotechnology company developing PAS-004, a next-generation macrocyclic MEK inhibitor, today announced the appointment of Kartik Krishnan, M.D., Ph.D. as Chief Medical Officer (CMO) of the Company, effective May 1, 2026. Dr. Krishnan will oversee all clinical development and medical strategy as the Company advances PAS-004 through the clinic for the treatment of neurofibromatosis type 1 (NF1) associated plexiform and cutaneous neurofibromas.
“We are delighted to welcome Dr. Krishnan, who is recognized for his strategic approach to clinical development and commitment to improving patient outcomes, to our executive leadership team. Dr. Krishnan has a proven record of advancing novel therapies from early discovery through late-stage clinical development and regulatory approval at both global biopharmaceutical organizations and smaller biotech companies,” said Dr. Tiago Reis Marques, Chief Executive Officer of Pasithea. “We believe his experience developing cobimetinib, a FDA-approved MEK inhibitor, is particularly relevant to our mission, and that his expertise will directly benefit the progression of our PAS-004 program.”
Dr. Krishnan commented, “I am honored to join Pasithea at this point in the Company’s evolution, and excited for the opportunity to lead the development of PAS-004 in NF1 and potentially for other rare and pediatric diseases. PAS-004 has demonstrated a differentiated pharmacokinetic (PK) profile that may hit the sweet spot between safety, tolerability and efficacy. Given my familiarity with the development of cobimetinib, I understand the broad potential of a safe, well-tolerated MEK inhibitor for NF1 patients and other rare and pediatric diseases.”
Dr. Krishnan has over 20 years of experience in clinical development, pharmacovigilance, clinical operations, regulatory affairs, and R&D strategy. Prior to joining Pasithea, Dr. Krishnan was Chief Executive Officer at OncoNano Medicines, a privately held company developing anti-cancer assets. Prior to that, Dr. Krishnan was Chief Medical Officer at Arcus Biosciences, a discovery and clinical development company focusing on combination therapies in immuno-oncology. Earlier in his career, he held various clinical development and medical director roles of increasing responsibility at companies including, Astex Pharmaceuticals, Genentech, Five Prime Therapeutics, BioMarin, and Amgen. Prior to joining industry, Dr. Krishnan held a faculty position in the Department of Pediatrics at the University of Arizona, with both clinical and primary research responsibilities.
While at Genentech, Dr. Krishnan was an integral part of the clinical team for cobimetanib (Cotellic™), contributing to the approval in the United States and Europe in 2015, for treatment of BRAF V600Emt or BRAF V600Kmt melanoma in combination with vemurafenib (Zelboraf™). In addition, Dr. Krishnan worked to establish development opportunities for this MEK inhibitor beyond melanoma, including monotherapy work in diseases such as Langerhans cell histiocytosis (for which cobimetinib was approved in 2022) and novel combinations in breast and colon cancer.
Dr. Krishnan received his B.A. in History (with Distinction) from the University of Virginia. He completed his M.D. and Ph.D. in Molecular, Biochemical and Biophysical Studies at Columbia University. His Ph.D. studies were completed in the lab of Dr. John Krolewski, focusing on JAK/STAT signaling in the interferon pathway. Dr. Krishnan trained in pediatrics at UCLA and in pediatric hematology and oncology at the Johns Hopkins University and the National Cancer Institute.
About Pasithea Therapeutics Corp.
Pasithea is a clinical-stage biotechnology company primarily focused on the research and development of its lead drug candidate, PAS-004, a next-generation macrocyclic MEK inhibitor intended for the treatment of RASopathies, MAPK pathway-driven tumors, and other diseases. The Company is currently testing PAS-004 in a Phase 1 clinical trial in patients with advanced cancer (NCT06299839), and a Phase 1/1b clinical trial in patients with neurofibromatosis type 1 (NF1)-associated plexiform neurofibromas with symptomatic and inoperable, incompletely resected, or recurrent PN (NCT06961565).
Forward Looking Statements
This press release 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, 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 release. 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 Reports on Form 10-Q and other filings made with the U.S. Securities and Exchange Commission. 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 release, except as required by law.
Pasithea Therapeutics Contact
Patrick Gaynes
Investor Relations
pgaynes@pasithea.com