Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously reported, on February 20, 2026, Pasithea Therapeutics Corp. (the “Company”) received a letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), for the prior 30 consecutive business days, the Company wa…

Chief Medical Officer — Kartik Krishnan, M.D., Ph.D.: The company appointed a new Chief Medical Officer with extensive experience in clinical development and medical strategy.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing On February 20, 2026, 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 Requ…

The filing describes an amendment to the company's stock incentive plan, which is not a management change.

Other Events. On November 20, 2025, the Company issued a press release (the “November 20 Press Release”) relating to positive interim Phase 1 data from its ongoing first-in-human clinical trial of PAS-004 in patients with advanced solid tumors driven by MAPK pathway alterations, including documented RAS, NF1 or RAF mutations, and in patients who have failed prior BRAF/MEK inhibition. The Company released the below interim Phase 1 results for PAS-004 in the Press Release: Initial Signals of Cl…

Other Events. On November 4, 2025, the Company issued a press release (the “Press Release”) relating to its Phase 1/1b open-label study to assess the safety, tolerability, pharmacokinetics (PK) and pharmacodynamics (PD) of PAS-004 in adult participants with neurofibromatosis type 1 (NF1), announcing the activation of a new U.S. clinical trial site at the University of Alabama at Birmingham (“UAB”). Enrollment at the UAB site is expected to begin immediately. The Company also announced that it…

The filing details changes in compensation arrangements and stock option awards for executive officers, directors, and employees.

Other Events. On September 16, 2025, the Company issued a press release (the “Press Release”) relating to its Phase 1/1b open-label study to assess the safety, tolerability, pharmacokinetics (PK) and pharmacodynamics (PD) of PAS-004 in adult participants with neurofibromatosis type 1 (NF1) (the “NF1 Trial”), announcing the activation of two clinical trial sites in South Korea—Asan Medical Centre and Severance Hospital Yonsei University Health System. These sites are now actively recruiting tr…

The filing describes an amendment to the stock incentive plan, not a management change.

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 Requirem…

Other Events. On June 20, 2025, Pasithea Therapeutics Corp. (the “Company”) increased the maximum aggregate offering price of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) issuable under the At The Market Offering Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC, dated November 26, 2024, from $2,076,000 to $4,227,000 and filed a prospectus supplement (the “Current Prospectus Supplement”) to register an aggregate of $2,151,000 of ad…

Changes in Registrant’s Certifying Accountant. Based on information provided by Marcum LLP (“Marcum”), the independent registered public accounting firm of Pasithea Therapeutics Corp., a Delaware corporation (the “Company”), CBIZ CPAs P.C. (“CBIZ”) acquired the attest business of Marcum, effective November 1, 2024. Marcum continued to serve as the Company’s independent registered public accounting firm through April 23, 2025. On April 23, 2025, the Company dismissed Marcum as the Company’s in…

Entry into a Material Definitive Agreement. On November 26, 2024, Pasithea Therapeutics Corp., a Delaware corporation (the “Company”), entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC (the “Sales Agent”) providing for the sale by the Company of its shares of common stock, par value $0.0001 per share (the “Common Stock”), from time to time, through or to the Sales Agent, with certain limitations on the amount of Common Stock that may be off…

Other Events. On September 26, 2024, the Company issued a press release announcing the Private Placement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.

Unregistered Sales of Equity Securities. The information contained in

Entry Into a Material Definitive Agreement. On September 26, 2024, Pasithea Therapeutics Corp. (the “ Company ”) entered into a securities purchase agreement (the “ Purchase Agreement ”) with an institutional investor for the issuance and sale in a private placement (the “ Private Placement ”) of (i) pre-funded warrants (“ Pre-Funded Warrants ”) to purchase up to 1,219,513 shares of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”), at an exercise price of $0.001…

Material Modification to Rights of Security Holders. The information contained in

Material Modification to Rights of Security Holders. The information contained in

The filing appears to be about compensatory arrangements or other non-management matters mis-filed under 5.02.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously reported, on January 19, 2023, Pasithea Therapeutics Corp. (the “ Company ”) received a letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“ Nasdaq ”) indicating that, based upon the closing bid price of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”), for the prior 30 consecutive business days, the Compa…