Pasithea Therapeutics (NASDAQ: KTTAW) adds plan shares, OKs split

Rhea-AI Filing Summary

Pasithea Therapeutics Corp. reported the results of its 2025 Annual Meeting of Stockholders held on September 3, 2025. Stockholders approved an amendment to the Company’s 2023 Stock Incentive Plan, increasing the shares authorized for issuance by 1,750,000 shares to a total of 2,014,221 shares.

They also elected two Class II directors to terms ending at the 2028 Annual Meeting and ratified CBIZ CPAs P.C. as independent auditor for the fiscal year ending December 31, 2025. In addition, stockholders approved an amendment to the Certificate of Incorporation authorizing the Board, in its discretion, to implement a reverse stock split of the issued common shares at a ratio between 1-for-2 and 1-for-20 at any time before the one-year anniversary of the meeting. A total of 3,495,116 of 7,443,577 shares outstanding were represented, establishing a quorum.

Insights

Corporate governance and equity compensation analyst

Pasithea gained shareholder approval for more equity awards and a flexible reverse split authorization.

The Annual Meeting decisions give Pasithea Therapeutics Corp. additional tools around capital structure and employee incentives. Expanding the 2023 Stock Incentive Plan by 1,750,000 shares to a total of 2,014,221 shares increases the pool available for equity-based compensation, which can help attract and retain employees while aligning pay with share performance.

Stockholders also authorized the Board to implement a reverse stock split at a ratio between 1:2 and 1:20 any time before the one-year anniversary of the meeting. This approval gives the Board flexibility to adjust the share count and trading price structure in the future if it chooses to do so. The ratification of CBIZ CPAs P.C. as auditor and the election of two Class II directors indicate continuity in governance and oversight.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): September 3, 2025

Pasithea Therapeutics Corp. 

(Exact name of registrant as specified in its charter)

Delaware		001-40804		85-1591963
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer 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 each 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 3, 2025, at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Pasithea Therapeutics Corp. (the “Company”), the Company’s stockholders approved an amendment (the “Plan Amendment”) to the Company’s 2023 Stock Incentive Plan (the “2023 Incentive Plan”) increasing the number of shares authorized for issuance under the 2023 Incentive Plan by 1,750,000 shares to 2,014,221 shares. The Plan Amendment became effective following its approval by the Company’s stockholders.

The foregoing description of the Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On September 3, 2025, the Company held its Annual Meeting. The stockholders of the Company acted upon the following proposals at the Annual Meeting: (1) the election of two Class II directors; (2) the ratification of the appointment of CBIZ CPAs P.C. (“CBIZ”) as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2025; (3) the approval of an amendment to the 2023 Incentive Plan to increase the maximum aggregate number of shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”), which shall be authorized for issuance thereunder by 1,750,000 shares to 2,014,221 shares; and (4) the adoption and approval of an amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended and/or restated from time to time (the “Certificate”), at the discretion of the Board of Directors of the Company (the “Board”), to effect a reverse stock split of the Company’s issued shares of Common Stock, at a specific ratio, ranging from one-for-two (1:2) to one-for-twenty (1:20), at any time prior to the one-year anniversary date of the Annual Meeting, with the exact ratio to be determined by the Board without further approval or authorization of the Company’s stockholders.

Of the 7,443,577 shares of Common Stock outstanding and entitled to vote at the Annual Meeting, 3,495,116 shares of Common Stock were represented in person or by proxy at the Annual Meeting, thereby constituting a quorum.

The voting results on each of the proposals acted upon at the Annual Meeting are set forth below:

Proposal 1 related to the election of two nominees to serve as Class II directors with a three-year term expiring at the 2028 Annual Meeting of Stockholders or until their successors are duly elected and qualified. The following directors were approved by a plurality of the votes cast at the Annual Meeting:

		FOR				WITHHELD				BROKER NON-VOTES
Alfred Novak			1,311,216				27,319				2,156,581
Simon Dumesnil			1,288,856				49,679				2,156,581

Proposal 2 related to the ratification of the appointment of CBIZ as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. Proposal 2 was approved by a majority of the votes cast at the Annual Meeting, based upon the following votes:

FOR		AGAINST		ABSTAIN
3,403,978		39,264		51,874

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Proposal 3 related to the approval of an amendment to the 2023 Incentive Plan to increase the maximum aggregate number of shares of Common Stock which shall be authorized for issuance thereunder by 1,750,000 shares to 2,014,221 shares. Proposal 3 was approved by a majority of the votes cast at the Annual Meeting, based upon the following votes:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
955,464		354,898		28,173		2,156,581

Proposal 4 related to the adoption and approval of an amendment to the Certificate, at the discretion of the Board, to effect a reverse stock split of the Company’s issued shares of Common Stock, at a specific ratio, ranging from one-for-two (1:2) to one-for-twenty (1:20), at any time prior to the one-year anniversary date of the Annual Meeting, with the exact ratio to be determined by the Board without further approval or authorization of the Company’s stockholders. Proposal 4 was approved by a majority of the votes cast at the Annual Meeting, based upon the following votes:

FOR		AGAINST		ABSTAIN
3,051,251		413,232		30,633

No other business properly came before the Annual Meeting.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Amendment to Pasithea Therapeutics Corp. 2023 Stock Incentive Plan.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

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: September 3, 2025	By:	/s/ Tiago Reis Marques
		Name:	Tiago Reis Marques
		Title:	Chief Executive Officer

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FAQ

What did Pasithea Therapeutics (KTTAW) stockholders approve at the 2025 Annual Meeting?

Stockholders of Pasithea Therapeutics Corp. approved four key items: the election of two Class II directors, ratification of CBIZ CPAs P.C. as auditor for the year ending December 31, 2025, an amendment to increase shares under the 2023 Stock Incentive Plan, and an amendment authorizing a reverse stock split within a specified ratio range.

How many additional shares were added to Pasithea's 2023 Stock Incentive Plan?

The amendment to the 2023 Stock Incentive Plan increased the maximum aggregate number of shares of common stock authorized for issuance by 1,750,000 shares, bringing the total authorized under the plan to 2,014,221 shares.

What reverse stock split range did Pasithea Therapeutics (KTTAW) stockholders authorize?

Stockholders approved an amendment to the Certificate of Incorporation authorizing the Board, in its discretion, to effect a reverse stock split of the issued common stock at a ratio ranging from 1-for-2 (1:2) to 1-for-20 (1:20), at any time prior to the one-year anniversary of the 2025 Annual Meeting.

Were the director nominees at Pasithea’s 2025 Annual Meeting elected?

Yes. Two Class II director nominees were elected to serve three-year terms ending at the 2028 Annual Meeting of Stockholders or until their successors are duly elected and qualified. Each nominee received more votes "FOR" than "WITHHELD" based on the meeting results.

Who is Pasithea Therapeutics’ independent auditor for the 2025 fiscal year?

CBIZ CPAs P.C. was ratified by stockholders as Pasithea Therapeutics Corp.’s independent registered public accounting firm for the fiscal year ending December 31, 2025, with a majority of votes cast in favor of the ratification.

What was the shareholder turnout at Pasithea’s 2025 Annual Meeting?

Out of 7,443,577 shares of common stock outstanding and entitled to vote, 3,495,116 shares were represented in person or by proxy at the 2025 Annual Meeting, which constituted a quorum for conducting business.