As filed with the Securities and Exchange Commission
on January 26, 2026
Registration No. 333-271010
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3 REGISTRATION STATEMENT NO. 333-271010
UNDER
THE SECURITIES ACT OF 1933
PASITHEA THERAPEUTICS CORP.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
85-1591963 |
|
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification Number) |
1111 Lincoln Road, Suite 500
Miami Beach, Florida 33139
(786) 977-3380
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
Tiago Reis Marques
Chief Executive Officer
Pasithea Therapeutics Corp.
1111 Lincoln Road, Suite 500
Miami Beach, Florida 33139
(786) 977-3380
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
With copies to:
James O’Grady, Esq.
Lowenstein Sandler LLP
1251 Avenue of the Americas
New York, New York 10020
Telephone: (212) 262-6700
Approximate date of commencement of proposed
sale to the public: Not applicable. Removal from registration of securities that were not sold pursuant to the above referenced registration
statement.
If the only securities being registered on this
form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans, check the following box: ☐
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant
to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to
a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
☐ |
Accelerated filer |
☐ |
| Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
| |
|
Emerging growth company |
☒ |
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF SECURITIES
Pasithea Therapeutics Corp.,
a Delaware corporation (the “Registrant”), is filing this Post-Effective Amendment No. 1 (the “Amendment”)
to the Registration Statement on Form S-3 (File No. 333-271010) filed by the Registrant with the Securities and Exchange Commission (“SEC”)
on March 30, 2023 and declared effective by the SEC on April 19, 2023 (the “Registration Statement”), to deregister
any and all securities of the Registrant registered but unsold or otherwise unissued under the Registration Statement as of the date hereof.
The Registration Statement
pertains to the registration of an indeterminate amount of (i) the Registrant’s common stock, (ii) the Registrant’s
preferred stock, (iii) warrants, (iv) subscription rights and (v) units, or any combination of the foregoing, having an aggregate offering
price not to exceed $15,000,000.
Any and all offerings of the
Registrant’s securities pursuant to the Registration Statement have been terminated. Accordingly, the Registrant hereby terminates
the effectiveness of the Registration Statement. In addition, in accordance with undertakings made by the Registrant in the Registration
Statement to remove from registration, by means of a post-effective amendment, any securities being registered which remain unsold at
the termination of the offering, the Registrant hereby removes from registration all securities registered under the Registration Statement
that remain unsold under the Registration Statement as of the date hereof. The Registration Statement is hereby amended, as appropriate,
to reflect the deregistration of such securities.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements
for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Miami Beach, State of Florida, on January 26, 2026.
| |
PASITHEA THERAPEUTICS CORP. |
| |
|
|
| |
By: |
/s/ Tiago Reis Marques |
| |
Name: |
Dr. Tiago Reis Marques |
| |
Title: |
Chief Executive Officer |
No other person is required
to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.
