Pasithea Therapeutics Corp. held a special stockholder meeting where investors approved two major share-related changes. Stockholders first approved a certificate amendment increasing authorized common stock from 100,000,000 to 500,000,000 shares, expanding the company’s capacity to issue new equity in the future.
They also approved an amendment to the 2023 Stock Incentive Plan, raising the shares authorized for issuance under the plan by 11,985,779 shares to a new total of 14,000,000 shares. Of 23,091,062 shares outstanding and entitled to vote, 16,746,261 were represented, and both proposals passed by majority vote.
Pasithea Therapeutics Corp. files a Form S-8 to register securities under its 2023 Stock Incentive Plan and incorporates by reference the Form S-8 filed on March 29, 2024. Stockholders approved an amendment to the 2023 Plan at the annual meeting on September 3, 2025. The filing references the company’s Annual Report for the year ended December 31, 2024 and Quarterly Reports for periods ended March 31, 2025 and June 30, 2025, and lists related exhibits and consents, including opinions from Lowenstein Sandler LLP and audit consent from CBIZ CPAs P.C.
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.
Pasithea Therapeutics Corp. reported condensed interim results showing limited liquidity and continuing operating losses. The company held approximately $7.2 million of cash and reported working capital of about $6.9 million. Management discloses an accumulated deficit of approximately $56.9 million and recurring negative operating cash flows, including net cash used in operating activities of $6.9 million in the recent period. The filing states managements belief that, absent additional financing, there is substantial doubt about the company's ability to continue as a going concern for twelve months from the financial statement date. Capital raises during the period included a May 2025 public offering and related warrant exercises and aggregate gross proceeds of approximately $6.3 million from that offering, proceeds of approximately $4.5 million from a September 2024 private placement, and ATM sales during the six months ended June 30, 2025 generating gross proceeds of approximately $2.08 million. The company continues to depend on equity and/or debt financings to fund operations and development programs.
Pasithea Therapeutics reporting persons CVI Investments, Inc. and Heights Capital Management, Inc. disclose beneficial ownership of 826,145 shares of common stock through Series C and Series D warrants, representing 9.9% of the outstanding class. The Warrants include a contractual limitation that prevents exercise to the extent such exercise would raise ownership above 9.99%. Heights Capital, as investment manager to CVI Investments, may be deemed to have shared voting and dispositive power over the reported position, while neither reporting person claims sole voting or dispositive power. The filing also references 7,443,577 shares outstanding (excluding shares underlying the warrants) as reported in the company's quarterly report.
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.