[Form 4] Pasithea Therapeutics Corp. Insider Trading Activity

Rhea-AI Filing Summary

Pasithea Therapeutics Corp. granted Chief Medical Officer Kartik Krishnan a stock option to acquire 1,129,323 shares of common stock at an exercise price of $0.841 per share. This is a compensation-related award, not an open-market purchase or sale.

The option was granted under the company’s 2023 Stock Incentive Plan. 33% of the underlying shares vest on the one-year anniversary of the grant date, and the remaining shares vest in equal quarterly installments over the following two years, subject to continued service. All shares underlying the option fully vest upon a Change in Control as defined in the plan.

Vested and exercisable shares may be exercised for up to three years after termination of continuous service, except in the case of termination for Cause. Following this grant, Krishnan’s reported derivative holdings from this option total 1,129,323 option shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Krishnan Kartik

Role Chief Medical Officer

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (right to buy)	1,129,323	$0.00	--

Holdings After Transaction: Stock Option (right to buy) — 1,129,323 shares (Direct, null)

Footnotes (1)

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Key Figures

Option grant size: 1,129,323 shares Exercise price: $0.841 per share Expiration date: April 30, 2036 +3 more

6 metrics

Option grant size 1,129,323 shares Stock option underlying common stock

Exercise price $0.841 per share Strike price of granted stock option

Expiration date April 30, 2036 Option term end date

Initial vesting tranche 33% of shares Vests on one-year anniversary of grant

Post-termination exercise window 3 years Following termination of continuous service (excluding Cause)

Derivative holdings after grant 1,129,323 option shares Total shares underlying this option following transaction

Key Terms

Stock Option, 2023 Stock Incentive Plan, Change in Control, Continuous Service, +1 more

5 terms

Stock Option financial

"The option (the "Option") award was made in accordance with the terms"

A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.

2023 Stock Incentive Plan financial

"award was made in accordance with the terms of the Issuer's 2023 Stock Incentive Plan"

Change in Control financial

"the shares underlying the Option will fully vest upon a Change in Control"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

Continuous Service financial

"three (3) years following termination of Continuous Service"

Cause financial

"following termination of Continuous Service ... other than a termination for Cause"

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Krishnan Kartik

(Last) (First) (Middle)

1111 LINCOLN ROAD

SUITE 500

(Street)

MIAMI BEACH FLORIDA 33139

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

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

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

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

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)	$0.841	05/01/2026		A		1,129,323		(1)	04/30/2036	Common Stock	1,129,323	$0	1,129,323	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 at the rate of 33% upon the one-year anniversary of the date of grant and the remaining shares will vest in equal quarterly installments thereafter for the next two years; provided, that the Reporting Person remains in continuous service to the Issuer through such vesting dates; provided further, that the shares underlying the Option will fully vest upon a Change in Control (as defined in the Plan). Additionally, all vested and exercisable shares underlying the Option held by the grantee may be exercised by the grantee for a period of up until three (3) years following termination of Continuous Service (as defined in the Plan), other than a termination for Cause (as defined in the Plan).

	/s/ Kartik Krishnan	05/05/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

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

Pasithea Therapeutics reported a stock option grant to Chief Medical Officer Kartik Krishnan for 1,129,323 common shares. The award is compensation under the 2023 Stock Incentive Plan, not an open-market trade, and carries a fixed exercise price of $0.841 per share.

How many Pasithea Therapeutics (KTTA) shares are covered by the new option grant?

The option covers 1,129,323 shares of Pasithea Therapeutics common stock. All of these are underlying shares associated with a single option award granted to the Chief Medical Officer as part of equity compensation, subject to vesting and plan conditions.

What is the exercise price and expiration date of Kartik Krishnan’s KTTA stock option?

The granted stock option has an exercise price of $0.841 per share and expires on April 30, 2036. This long-dated option provides a multi-year window for potential exercise once shares have vested, subject to continued service and plan terms.

How does the vesting schedule work for the KTTA option granted to the Chief Medical Officer?

The option vests 33% on the one-year anniversary of the grant date, with remaining shares vesting in equal quarterly installments over the next two years. Vesting requires the executive to remain in continuous service to Pasithea Therapeutics through the applicable dates.

What happens to the KTTA stock option if there is a Change in Control?

If a Change in Control, as defined in the 2023 Stock Incentive Plan, occurs, all shares underlying the option fully vest. This means any unvested portion of the 1,129,323-share option becomes vested upon such an event, subject to the plan’s definitions and conditions.

How long can vested KTTA option shares be exercised after termination of service?

All vested and exercisable shares underlying the option may be exercised for up to three years following termination of continuous service. This post-termination exercise period does not apply if the termination is for Cause, as defined in the company’s 2023 Stock Incentive Plan.