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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 20, 2026
PASITHEA THERAPEUTICS CORP.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-40804 |
|
85-1591963 |
| (State or other jurisdiction |
|
(Commission File Number) |
|
(IRS Employer |
| of incorporation) |
|
|
|
Identification No.) |
1111 Lincoln Road, Suite 500
Miami Beach, Florida 33139
(Address of principal executive offices) (Zip
Code)
(786) 977-3380
(Registrant’s telephone number, including
area code)
| N/A |
| (Former name or former address, if changed since last report.) |
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of exchange on which registered |
| Common Stock, par value $0.0001 per share |
|
KTTA |
|
The Nasdaq Capital Market |
| Warrants to purchase shares of Common Stock, par value $0.0001 per share |
|
KTTAW |
|
The Nasdaq Capital Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
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 13(a) of the Exchange Act.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing
On February 20, 2026, Pasithea
Therapeutics Corp. (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department
of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company is not in compliance with the $1.00 minimum bid price requirement
set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market (the “Bid Price Requirement”).
The Notice does not result in the immediate delisting of the Company’s common stock from The Nasdaq Capital Market.
The Nasdaq Listing Rules require
listed securities to maintain a minimum bid price of $1.00 per share and, based upon the closing bid price of the Company’s common
stock for 30 consecutive business days prior to the delivery of the Notice, the Company no longer meets this requirement. The Notice indicated
that the Company will be provided 180 calendar days in which to regain compliance, or until August 19, 2026. If at any time during this
period, the bid price of the Company’s common stock closes at or above $1.00 per share for a minimum of ten consecutive business
days, the Nasdaq staff (the “Staff”) will provide the Company with a written confirmation of compliance and the matter will
be closed.
Alternatively, if the Company
fails to regain compliance with Rule 5550(a)(2) prior to the expiration of the initial 180 calendar day period, the Company may be eligible
for an additional 180 calendar day compliance period, provided (i) it meets the continued listing requirement for market value of publicly
held shares and all other applicable requirements for initial listing on The Nasdaq Capital Market (except for the Bid Price Requirement)
and (ii) it provides written notice to Nasdaq of its intention to cure this deficiency during the second compliance period, by effecting
a reverse stock split, if necessary. In the event the Company does not regain compliance with Rule 5550(a)(2) prior to the expiration
of the initial 180 calendar day period, and if it appears to the Staff that the Company will not be able to cure the deficiency, or if
the Company is not otherwise eligible, the Staff will provide the Company with written notification that its securities are subject to
delisting from The Nasdaq Capital Market. At that time, the Company may appeal the delisting determination to a hearings panel.
The Company intends to monitor
the closing bid price of its common stock and is considering its options to regain compliance with the Bid Price Requirement. The Company’s
receipt of the Notice does not affect the Company’s business, operations or reporting requirements with the Securities and Exchange
Commission.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
PASITHEA THERAPEUTICS CORP. |
| |
|
|
| Dated: February 20, 2026 |
By: |
/s/ Tiago Reis Marques |
| |
Name: |
Tiago Reis Marques |
| |
Title: |
Chief Executive Officer |
