Form 4: KTTA awards 493,341 options; vesting over three years

Rhea-AI Filing Summary

Pasithea Therapeutics (KTTA) disclosed that CEO and director Dr. Tiago Reis Marques was granted a stock option to purchase 493,341 shares of common stock at an exercise price of $0.715 per share. The grant date was 10/24/2025 and the option expires on 10/23/2035.

The option vests 33% on the one-year anniversary of grant, with the remainder vesting in equal quarterly installments over the following two years, subject to continued service. The option fully vests upon a Change in Control as defined in the company’s 2023 Stock Incentive Plan, and vested portions may be exercised for up to three years following termination of continuous service (except for cause).

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Marques Tiago

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (right to buy)	493,341	$0.00	--

Holdings After Transaction: Stock Option (right to buy) — 493,341 shares (Direct)

Footnotes (1)

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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^*

Marques Tiago

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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		493,341		(1)	10/23/2035	Common Stock	493,341	$0	493,341	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/ Dr. Tiago Reis Marques	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 KTTA grant to its CEO on the Form 4?

An option to purchase 493,341 shares of common stock at an exercise price of $0.715 per share.

When do the KTTA CEO’s options vest?

33% vests on the one-year anniversary of the grant; the balance vests in equal quarterly installments over the next two years, subject to continued service.

What are the grant and expiration dates for the KTTA CEO’s option?

Grant date: 10/24/2025. Expiration date: 10/23/2035.

What happens to vesting upon a Change in Control at KTTA?

The option will fully vest upon a Change in Control, as defined in the company’s 2023 Stock Incentive Plan.

How long can vested KTTA options be exercised after service ends?

Vested options may be exercised for up to three years following termination of continuous service, other than a termination for cause.

How is the KTTA CEO’s ownership of this option reported?

The Form 4 lists the option as held with Direct (D) ownership.