Pasithea Therapeutics (KTTA) CEO awarded 1.76M stock options at $0.841

Rhea-AI Filing Summary

Pasithea Therapeutics Corp. reported that Chief Executive Officer Tiago Marques received a stock option grant covering 1,756,069 shares of common stock. The option has an exercise price of $0.841 per share and expires on April 30, 2036.

According to the grant terms, 33% of the underlying shares vest on the one-year anniversary of the grant date, with the remaining shares vesting in equal quarterly installments over the following two years, as long as he remains in continuous service. All unvested shares fully vest upon a Change in Control under the company’s 2023 Stock Incentive Plan. Vested options may generally be exercised for up to three years after termination of continuous service, other than 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)	1,756,069	$0.00	--

Holdings After Transaction: Stock Option (right to buy) — 1,756,069 shares (Direct, null)

Footnotes (1)

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Key Figures

Option grant size: 1,756,069 shares Exercise price: $0.841 per share Expiration date: April 30, 2036 +2 more

5 metrics

Option grant size 1,756,069 shares Stock option covering common stock granted to CEO

Exercise price $0.841 per share Strike price of CEO stock option grant

Expiration date April 30, 2036 Option term end date for CEO grant

Initial vesting portion 33% Vests on one-year anniversary of grant date

Post-termination exercise window 3 years Exercise period after termination, excluding for Cause

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 of the Issuer's 2023 Stock Incentive Plan"

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, as amended"

Change in Control financial

"the shares underlying the Option will fully vest upon a Change in Control (as defined in the Plan)"

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 (as defined in the Plan)"

Cause financial

"three (3) years following termination of Continuous Service ..., other than a termination for Cause (as defined in the Plan)"

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 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		1,756,069		(1)	04/30/2036	Common Stock	1,756,069	$0	1,756,069	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	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) disclose about Tiago Marques’ latest equity award?

Pasithea Therapeutics disclosed that CEO Tiago Marques received a stock option grant for 1,756,069 shares of common stock. The award was issued under the company’s 2023 Stock Incentive Plan and represents compensation, not an open-market share purchase or sale.

What is the exercise price and expiration date of Tiago Marques’ KTTA stock options?

The CEO’s option grant has an exercise price of $0.841 per share and an expiration date of April 30, 2036. These terms define the price at which he can buy shares and the final date by which he must exercise the options.

How do the new KTTA stock options granted to the CEO vest over time?

The options vest 33% on the one-year anniversary of the grant date. The remaining shares then vest in equal quarterly installments over the following two years, provided Tiago Marques remains in continuous service with Pasithea Therapeutics throughout each vesting date.

What happens to Tiago Marques’ KTTA options if there is a Change in Control?

If a Change in Control occurs, as defined in Pasithea’s 2023 Stock Incentive Plan, the shares underlying the CEO’s option will fully vest. This accelerates vesting, allowing him to exercise all underlying vested options under the plan’s terms.

How long can Tiago Marques exercise his vested KTTA options after leaving the company?

All vested and exercisable shares under the option may be exercised for up to three years following termination of continuous service. This extended post-termination exercise period does not apply if termination is for Cause, as defined in the company’s stock incentive plan.

How many KTTA shares does the CEO’s new stock option cover and what does it represent?

The option covers 1,756,069 shares of Pasithea common stock. It represents a compensation-related award granted at no upfront cost per option share, giving the CEO the right to purchase shares at $0.841 if and when the options vest.