[8-K] Pasithea Therapeutics Corp. Warrants Reports Material Event

Rhea-AI Filing Summary

United Rentals, Inc. (NYSE: URI) and several international subsidiaries executed a Fifth Amended and Restated Credit Agreement on 10 July 2025, replacing their prior asset-based revolver.

The agreement establishes a senior secured $4.5 billion asset-based loan (ABL) facility backed by first-priority liens on substantially all U.S. and certain non-U.S. assets. A $175 million ANZ tranche, along with sub-limits of $250 million for Canada and $125 million for Rest-of-World borrowers, plus multiple swing-line and LC sub-limits, provide multi-currency flexibility (USD, CAD, EUR, GBP and others).

Maturity: 10 July 2030. Drawn as of 9 July 2025: $2.049 billion. Availability: roughly $2.428 billion (net of LCs) subject to borrowing-base limits.

Pricing ranges:

• SOFR / SONIA / EURIBOR / Term CORRA + 1.00%–1.25%
• Base or Canadian prime + 0.00%–0.25%
• Unused line fee: 0.20%

Covenants & Security: Standard negative covenants on debt, liens, dividends, investments and M&A. No ongoing financial covenant unless availability falls below 10% for five consecutive business days, at which point a 1.0× fixed-charge coverage ratio springs into effect. Guarantees are provided by Holdings and extensive U.S. and international subsidiaries, with collateral including equity pledges (65% limit on voting shares of foreign subs).

Strategic Impact: The new facility extends URI’s debt maturity profile by five years, increases global liquidity, and keeps covenant pressure light under normal operating conditions—supporting working-capital needs, fleet investment and potential bolt-on acquisitions.

Positive

• $4.5 billion committed ABL facility strengthens liquidity and replaces the prior revolver.
• Maturity extended to July 2030, eliminating near-term refinancing risk.
• Covenant-light structure with only a springing FCCR enhances operational flexibility.
• Competitive interest margins (SOFR +1.00%–1.25%) and low 0.20% unused fee reduce carrying cost.

Negative

• Facility is fully secured by first-priority liens, limiting future unencumbered asset capacity.
• Approximately $2.049 billion already drawn, indicating material reliance on revolver funding.

Insights

Corporate Credit Analyst

TL;DR (25 words): $4.5 bn secured ABL, 2030 maturity, broad guarantees; liquidity strengthened, covenant-light, collateralized structure restricts asset flexibility but credit profile stable.

The amended facility materially enhances URI’s liquidity runway by extending the revolver’s maturity to July 2030 and raising committed capacity to $4.5 billion, while preserving an incremental accordion. Drawn utilisation of $2.0 billion leaves over $2.4 billion headroom, bolstering short-cycle rental fleet funding. Pricing—SOFR +1.00%–1.25% and a modest 20 bp unused fee—mirrors investment-grade-like terms for a secured structure. Absence of ongoing financial covenants reduces default triggers; the springing 1.0× FCCR at sub-10% availability is lenient. Security over virtually all U.S. assets and 65% of foreign equity limits future lien capacity but is typical for ABLs. Overall, the transaction is credit-positive, improving tenor and liquidity without adding restrictive leverage tests.

Equity Research Analyst

TL;DR (23 words): Extended revolver supports growth capex and M&A, manageable pricing; asset pledges standard, leverage unchanged—net positive for equity holders’ flexibility.

From an equity perspective, the five-year extension de-risks refinancing overhang through 2030 and secures competitively priced capital for fleet expansion during cyclical upswings. Multicurrency borrowing aligns with URI’s growing international footprint, notably in Canada, Europe and ANZ. While the facility is secured, the company historically monetises its large rental fleet and working-capital assets, making lien encumbrance operationally acceptable. Utilisation near 45% indicates current leverage is steady; unused capacity can fund opportunistic acquisitions without immediate equity dilution. The covenant-light nature decreases downside risk of technical defaults. Taken together, the amendment is strategically positive and should support continued free-cash-flow generation and shareholder returns.

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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): July 10, 2025

PASITHEA THERAPEUTICS CORP.

(Exact name of registrant as specified in its charter)

Delaware		001-40804		85-1591963
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

1111 Lincoln Road, Suite 500

Miami Beach, Florida 33139

(Address of principal executive offices) (Zip Code)

(702) 514-4174

(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 5.08 Shareholder Director Nominations

On July 10, 2025, the board of directors (the “Board”) of Pasithea Therapeutics Corp. (the “Company”) set the date for the Company’s 2025 annual meeting of stockholders (the “2025 Annual Meeting”) as September 3, 2025. The Company expects to begin delivering and making available the proxy materials for the 2025 Annual Meeting on or about July 24, 2025. Because the 2025 Annual Meeting will be held more than thirty (30) days after the anniversary date of the Company’s 2024 annual meeting of stockholders, the Company is filing this Current Report on Form 8-K to provide the due date for the submission of any qualified stockholder proposals or qualified stockholder director nominations with respect to the 2025 Annual Meeting.

Stockholders who intend to present proposals for inclusion in the proxy materials for the 2025 Annual Meeting under Rule 14a-8 (“Rule 14a-8”) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must ensure that such proposals are received by the Company, in writing at 1111 Lincoln Road, Suite 500, Miami Beach, FL 33139, no later than July 21, 2025, which the Company has determined to be a reasonable time before it expects to begin to deliver and make available its proxy materials, and must furthermore comply with all applicable requirements of Rule 14a-8 promulgated under the Exchange Act.

In addition to satisfying the foregoing requirements, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act by July 21, 2025, the tenth calendar day following the date of this Current Report on Form 8-K publicly announcing the date of the 2025 Annual Meeting.

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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: July 11, 2025	By:	/s/ Tiago Reis Marques
	Name:	Tiago Reis Marques
	Title:	Chief Executive Officer

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FAQ

What is the size of United Rentals' new credit facility?

The Fifth Amended and Restated Credit Agreement provides a senior secured $4.5 billion asset-based loan facility.

When does the new ABL facility mature?

The facility matures on 10 July 2030.

How much of the facility is currently drawn and available?

As of 9 July 2025, approximately $2.049 billion was drawn, leaving about $2.428 billion available, subject to borrowing-base limits.

What are the interest rate margins on the new facility?

Borrowings bear interest at SOFR/SONIA/EURIBOR/Term CORRA + 1.00%–1.25% or base/Canadian prime + 0.00%–0.25%, with a 0.20% unused fee.

Does the agreement impose ongoing financial covenants?

No regular financial covenants apply; a springing 1.0× fixed-charge coverage ratio is tested only if availability falls below 10% for five consecutive business days.

Are there dedicated tranches for international borrowers?

Yes. There is a $175 million ANZ tranche, a $250 million Canadian sub-limit and a $125 million Rest-of-World sub-limit, plus various swing-line limits.