KTTA Form 4: 42,913 stock options vest in one year

Rhea-AI Filing Summary

Pasithea Therapeutics (KTTA) reported a director’s stock option award. On 10/24/2025, Dr. Emer Leahy acquired a stock option for 42,913 shares of common stock at an exercise price of $0.715 per share, expiring on 10/23/2035. The filing shows 42,913 derivative securities beneficially owned directly after the transaction. According to the company’s 2023 Stock Incentive Plan, the shares underlying the option vest in full on the one-year anniversary of the grant if the individual remains a director, and fully vest upon a Change in Control.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Leahy Emer

(Last) (First) (Middle)

1111 LINCOLN ROAD,

SUITE 500

(Street)

MIAMI BEACH FL 33139

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Pasithea Therapeutics Corp. [ KTTA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$0.715	10/24/2025		A		42,913		(1)	10/23/2035	Common Stock	42,913	$0	42,913	D

Explanation of Responses:

1. The option (the "Option") award was made in accordance with the terms of the Issuer's 2023 Stock Incentive Plan, as amended (the "Plan"). The shares of the Issuer's common stock, par value $0.0001 per share, underlying the Option will vest in full upon the one-year anniversary of the date of grant; provided, that the Reporting Person remains a director of the Issuer through such vesting date; provided further, that the shares underlying the Option will fully vest upon a Change in Control (as defined in the Plan).

	/s/ Dr. Emer Leahy	10/27/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Pasithea Therapeutics (KTTA) report in this Form 4?

A director was awarded a stock option for 42,913 shares at an exercise price of $0.715 per share.

When was the KTTA option grant made and when does it expire?

The option was granted on 10/24/2025 and expires on 10/23/2035.

What are the vesting terms of the KTTA director’s option?

The option vests in full on the one-year anniversary of grant if the holder remains a director, and fully vests upon a Change in Control.

How many derivative securities are beneficially owned after the transaction?

The filing lists 42,913 derivative securities beneficially owned directly after the transaction.

Which plan governs the KTTA option award?

The award was made under the company’s 2023 Stock Incentive Plan, as amended.

Who is the reporting person on this KTTA Form 4?

The signature block shows Dr. Emer Leahy as the reporting person and a Director.