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

Rhea-AI Filing Summary

Pasithea Therapeutics (Nasdaq:KTTA) filed an 8-K reporting receipt of a Nasdaq bid-price deficiency notice on 23-Jun-2025. The company’s shares traded below the $1.00 minimum for 30 consecutive business days, violating Listing Rule 5550(a)(2). Pasithea has 180 days—until 22-Dec-2025—to regain compliance by posting a closing bid of at least $1.00 for 10 straight sessions. A second 180-day extension is possible if other listing standards are met and the firm commits to a remedy such as a reverse split. There is no immediate delisting; business operations and SEC reporting remain unaffected. Management is monitoring share price and evaluating options to restore compliance.

Positive

• None.

Negative

• Nasdaq issued a bid-price non-compliance notice; KTTA must raise its share price above $1.00 by 22-Dec-2025 or face potential delisting.

Insights

Risk Analyst

TL;DR: Bid-price breach creates concrete delisting risk; timeline is tight.

The notice places KTTA on a public clock: 180 days to lift the bid to ≥$1 for 10 sessions. Failure could trigger staff delisting action, appeal costs, or a forced reverse split, all of which can dilute warrant and equity holders. Although common for micro-caps, the deficiency narrows strategic flexibility and may restrict institutional ownership. Watch daily volume, potential financing needs, and management’s willingness to reverse-split early—each carries signaling effects. Overall impact skews negative due to heightened liquidity and valuation uncertainty.

Corporate Governance Expert

TL;DR: Compliance plan disclosure is adequate, but governance pressure rises.

Nasdaq’s notice forces the board to articulate a credible remediation path within six months. While the filing satisfies disclosure rules, investors will scrutinize forthcoming AGM materials for authorization of a reverse split or other capital actions. Failure to regain compliance could shift trading to OTC, impairing liquidity and increasing financing costs. Given emerging-growth status, passive funds tracking Nasdaq indices may exit positions if delisted, amplifying downside risk. Expect shareholder engagement on dilution versus delisting trade-offs.

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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): June 23, 2025

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)

(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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On June 23, 2025, 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 December 22, 2025. 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.

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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: June 27, 2025	By:	/s/ Tiago Reis Marques
	Name:	Tiago Reis Marques
	Title:	Chief Executive Officer

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FAQ

Why did KTTA receive a Nasdaq non-compliance notice on 23-Jun-2025?

Its common stock closed below $1.00 for 30 consecutive business days, breaching Nasdaq Rule 5550(a)(2).

How long does KTTA have to regain the $1.00 bid price compliance?

The company has 180 days, until 22-Dec-2025, to achieve a closing bid of at least $1.00 for 10 consecutive sessions.

Can KTTA obtain more time to fix the bid-price deficiency?

Yes. If other listing criteria are met, Nasdaq may grant a second 180-day extension after the initial period.

Does the notice immediately delist KTTA shares or impact operations?

No. There is no immediate delisting, and the notice does not affect the company’s business, operations, or SEC reporting.

What options is KTTA considering to regain compliance?

Management is monitoring the share price and exploring strategies, including a potential reverse stock split, to meet the bid-price requirement.