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Pasithea Therapeutics Corp. held a special stockholder meeting where investors approved two major share-related changes. Stockholders first approved a certificate amendment increasing authorized common stock from 100,000,000 to 500,000,000 shares, expanding the company’s capacity to issue new equity in the future.
They also approved an amendment to the 2023 Stock Incentive Plan, raising the shares authorized for issuance under the plan by 11,985,779 shares to a new total of 14,000,000 shares. Of 23,091,062 shares outstanding and entitled to vote, 16,746,261 were represented, and both proposals passed by majority vote.
Pasithea Therapeutics Corp. has regained compliance with Nasdaq’s minimum $1.00 bid price requirement for its common stock.
The company had previously received a notice on June 23, 2025 that its shares were below the $1.00 minimum bid price set by Nasdaq Listing Rule 5550(a)(2) and was given until December 22, 2025 to cure the deficiency. On December 12, 2025, Nasdaq informed Pasithea that the stock had maintained a closing bid at or above $1.00 per share for a sufficient number of consecutive business days and confirmed that the matter is now closed.
Pasithea Therapeutics Corp. is registering up to 75,000,000 shares of common stock, 75,000,000 pre-funded warrants and 75,000,000 shares of common stock underlying those warrants in a primary best efforts offering through H.C. Wainwright & Co.
The company plans to sell common stock at an assumed price of $0.80 per share, or pre-funded warrants priced at $0.799 with a $0.001 exercise price, for purchasers that would otherwise exceed 4.99% or 9.99% ownership limits. If 75,000,000 shares are sold and no pre-funded warrants are issued, Pasithea estimates net proceeds of about $54.9 million, and shares outstanding would rise to about 82,443,577 from 7,443,577 as of November 25, 2025.
Pasithea is a clinical-stage biotech focused on PAS-004 for MAPK pathway-driven tumors and NF1 plexiform neurofibromas, with ongoing Phase 1 and Phase 1/1b trials and positive interim safety, PK and PD data reported in 2025. The company has a going concern explanatory paragraph, reported an accumulated deficit of approximately $59.9 million as of September 30, 2025, cash and cash equivalents of $4.1 million as of that date, and expects existing cash to fund operations only through December 2025, making this financing important to its clinical plans.
Pasithea Therapeutics Corp. (KTTA) filed an 8-K to highlight a series of November press releases focused on its experimental drug PAS-004. The company reported positive interim Phase 1 data from its first-in-human trial in patients with advanced solid tumors driven by MAPK pathway alterations, including those with RAS, NF1 or RAF mutations or who have failed prior BRAF/MEK inhibition.
Pasithea also announced positive tablet pharmacokinetic (PK) data for PAS-004 in a Phase 1/1b study in adults with NF1-associated plexiform neurofibromas, and additional positive safety, PK and pharmacodynamic (PD) data from Cohort 7 (37mg capsule) in its ongoing first-in-human cancer trial. Separately, the ALS Association awarded an approximately $1 million Hoffman ALS Clinical Trial Award grant to study the efficacy, safety and tolerability of PAS-004 in ALS patients.
Pasithea Therapeutics Corp. is registering up to 13,929,516 shares of common stock, up to 13,929,516 Pre-Funded Warrants and up to 13,929,516 Common Warrants, plus the same number of underlying shares, in a reasonable best efforts public offering. Each share, or Pre-Funded Warrant in lieu of a share, is sold with a Common Warrant, based on an assumed combined price of $0.7179 per share and Common Warrant and $0.7169 per Pre-Funded Warrant and Common Warrant. The company estimates net proceeds of about $8.9 million if all 13,929,516 shares are sold, and it plans to use the cash for general corporate purposes, including clinical trials for its lead MEK inhibitor PAS‑004 and early-stage programs PAS‑003 and PAS‑001, as well as potential licensing and acquisitions. Common Warrants generally are not exercisable until stockholders approve their issuance, and both the Common and Pre-Funded Warrants have ownership caps of 4.99% or 9.99%.
Pasithea Therapeutics (KTTA) filed its Q3 2025 report, highlighting ongoing clinical progress alongside tight liquidity. The company reported a net loss of $3.04 million for the quarter, driven by general and administrative expenses of $1.75 million and research and development of $1.36 million. For the nine months, net loss was $10.32 million.
Cash and cash equivalents were $4.1 million with working capital of $4.2 million as of September 30, 2025. Management stated there is substantial doubt about the company’s ability to continue as a going concern without additional financing. Stockholders’ equity stood at $12.21 million, and the accumulated deficit was $59.9 million.
Pasithea advanced its lead MEK inhibitor PAS-004: the first-in-human dose escalation in advanced tumors continued, and the Phase 1/1b trial in adult NF1-PN expanded across sites in the U.S., Australia, and South Korea. To fund operations, the company completed a May 2025 public offering (aggregate gross proceeds including warrant exercises of approximately $6.3 million) and raised $2.01 million net via its ATM earlier in 2025. 7,443,577 shares were outstanding as of November 12, 2025.
Pasithea Therapeutics (KTTA) announced activation of a new U.S. clinical trial site at the University of Alabama at Birmingham for its Phase 1/1b open-label study of PAS-004 in adults with neurofibromatosis type 1. Enrollment at the UAB site is expected to begin immediately. The company also said it will serve as Platinum Sponsor of the 2025 NF Caregivers Symposium hosted at UAB on November 8, 2025.
Pasithea Therapeutics Corp. (KTTA) director Lawarence Steinman reported a stock option grant. The Form 4 shows a stock option for 242,913 shares of common stock at an exercise price of $0.715, granted on 10/24/2025 and expiring on 10/23/2035. The option was awarded under the company’s 2023 Stock Incentive Plan.
The shares underlying the option vest in full on the one-year anniversary of the grant date, provided he remains a director through that date, and will fully vest upon a Change in Control as defined in the plan.