As filed with the Securities and Exchange Commission
on September 9, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
PASITHEA THERAPEUTICS CORP.
(Exact name of registrant as specified in its charter)
| Delaware |
|
85-1591963 |
| (State or other jurisdiction of |
|
(I.R.S. Employer |
| incorporation or organization) |
|
Identification Number) |
1111 Lincoln Road, Suite 500
Miami Beach, Florida 33139
(Address of principal executive offices) (Zip code)
Pasithea Therapeutics Corp. 2023 Stock Incentive
Plan
(Full title of the plan)
Dr. Tiago Reis Marques
Chief Executive Officer
Pasithea Therapeutics Corp.
1111 Lincoln Road, Suite 500
Miami Beach, Florida 33139
(Name and address of agent for service)
Tel: (786) 977-3380
(Telephone number, including area code, of agent
for service)
With a copy to:
James O’Grady, Esq.
Lowenstein Sandler LLP
1251 Avenue of the Americas
New York, New York 10020
Tel: (212) 262-6700
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
☐ |
|
Accelerated filer |
☐ |
| Non-accelerated filer |
☒ |
|
Smaller reporting company |
☒ |
| |
|
|
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement
is being filed by the registrant, Pasithea Therapeutics Corp. (the “Company”), for the purpose of registering an additional
1,750,000 shares of common stock, par value $0.0001 per share, of the Company, to be issued under the Pasithea Therapeutics Corp. 2023
Stock Incentive Plan (as amended, effective as of September 3, 2025) (the “2023 Plan”), pursuant to General Instruction E
on Form S-8 (Registration of Additional Securities).
The contents of the original
registration statement on Form S-8 for the 2023 Plan filed on March 29, 2024 (File No. 333-278386) are hereby incorporated by reference and made a part hereof. Any
items in the Company’s Registration Statement on Form S-8 (File No. 333-278386) not expressly changed hereby shall be as set forth
in the Company’s Registration Statement on Form S-8 (File No. 333-278386). The stockholders of the registrant approved amending
the 2023 Plan for this purpose at the annual meeting of stockholders held on September 3, 2025.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Certain Documents by Reference
The Securities and Exchange
Commission allows us to “incorporate” into this registration statement information we file with other documents. This means
that we may disclose important information to you by referring to other documents that contain that information. The information incorporated
by reference is considered to be part of this registration statement, and information we file later with the Securities and Exchange Commission
will automatically update and supersede this information. We incorporate by reference the documents listed below, except to the extent
information in those documents is different from the information contained in this registration statement:
| ● | Our
Annual Report on Form 10-K for the year ended December 31, 2024, filed on March 24, 2025. |
| ● | Our
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed on May 15, 2025. |
| ● | Our
Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, filed on August 14, 2025. |
| ● | Our Current Reports on Form 8-K filed with the Securities
and Exchange Commission on April 25, 2025, May 7, 2025, June 20, 2025, June 27, 2025, July 11, 2025 and September 3, 2025 (except to the extent furnished but not filed). |
| ● | The description of the Company’s common stock contained
in the Company’s Registration Statement on Form 8-A (Registration No. 001-40804) filed with the Securities and Exchange Commission on September 13, 2021 under Section 12(b) of the
Exchange Act, including any amendments or reports filed for the purpose of updating such description, including Exhibit 4.7 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on March 29, 2024. |
All documents subsequently
filed by us with the Securities and Exchange Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment to this registration statement, which indicates that all securities offered hereby have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement
and to be a part hereof from the date of filing of such documents, except as to specific sections of such documents as set forth therein.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document, which
also is deemed to be incorporated by reference herein, modifies or supersedes such statement.
Item
8. Exhibits
The exhibits accompanying this registration statement
are listed on the accompanying exhibit index.
EXHIBIT INDEX
| Exhibit Number |
|
Description |
| |
|
|
| 5.1 |
|
Opinion of Lowenstein Sandler LLP* |
| 10.1 |
|
Pasithea Therapeutics Corp. 2023 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 19, 2023) |
| 10.2 |
|
Amendment to the Pasithea Therapeutics Corp. 2023 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 3, 2025) |
| 23.1 |
|
Consent of CBIZ CPAs P.C., Independent Registered Public Accounting Firm of Pasithea Therapeutics Corp.* |
| 23.2 |
|
Consent of Lowenstein Sandler LLP (filed as part of Exhibit 5.1)* |
| 24.1 |
|
Power of Attorney (contained on signature page to this registration statement on Form S-8)* |
| 107 |
|
Filing Fee Table* |
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Miami Beach, State of Florida, on September 9, 2025.
| |
Pasithea Therapeutics Corp. |
| |
|
| |
By: |
/s/ Dr. Tiago Reis Marques |
| |
Name: |
Dr. Tiago Reis Marques |
| |
Title: |
Chief Executive Officer and Director |
KNOW ALL BY THESE PRESENTS
that each individual whose signature appears below constitutes and appoints Dr. Tiago Reis Marques and Daniel Schneiderman, and each of
them singly, as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for
such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such
person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or
substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date
indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Dr. Tiago Reis Marques |
|
Chief Executive Officer and Director |
|
September 9, 2025 |
| Dr. Tiago Reis Marques |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/ Daniel Schneiderman |
|
Chief Financial Officer |
|
September 9, 2025 |
| Daniel Schneiderman |
|
(Principal Financial Officer and Principal Accounting Officer) |
|
|
| |
|
|
|
|
| /s/ Prof. Lawrence Steinman |
|
Director |
|
September 9, 2025 |
| Prof. Lawrence Steinman |
|
|
|
|
| |
|
|
|
|
| /s/ Simon Dumesnil |
|
Director |
|
September 9, 2025 |
| Simon Dumesnil |
|
|
|
|
| |
|
|
|
|
| /s/ Dr. Emer Leahy |
|
Director |
|
September 9, 2025 |
| Dr. Emer Leahy |
|
|
|
|
| |
|
|
|
|
| /s/ Alfred Novak |
|
Director |
|
September 9, 2025 |
| Alfred Novak |
|
|
|
|
